Bond Amended and restated terms and conditions – vers 16 July 2025

No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Notes in any jurisdiction where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions.

SW45240947/5

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1. Definitions and Construction 1

2. Status of the Notes 12

3. Use of Proceeds 13

4. Conditions Precedent 13

5. Transfer Restrictions 13

6. Notes in Book-Entry Form 14

7. Right to Act on Behalf of a Noteholder 14

8. Payments in Respect of the Notes 14

9. Interest 15

10. Transaction Security and Guarantees 16

11. Redemption and Repurchase of the Notes 17

12. Information to Noteholders 19

13. Financial Undertakings 20

14. General Undertakings 21

15. Events of Default and Acceleration of the Notes 24

16. Distribution of Proceeds 27

17. Decisions by Noteholders 28

18. Noteholders' Meeting 30

19. Written Procedure 31

20. Amendments and Waivers 31

21. Appointment and Replacement of the Agent 32

22. Appointment and Replacement of the Issuing Agent 35

23. No Direct Actions by Noteholders 35

24. Prescription 36

25. Notices 36

26. Force Majeure and Limitation of Liability 37

27. Governing Law and Jurisdiction 38

(i)

1. ‌Definitions and Construction
   1. Definitions

In these terms and conditions (the "Terms and Conditions"):

"Account Operator" means a bank or other party duly authorised to operate as an account operator pursuant to the Central Securities Depositories and Financial Instruments Accounts Act and through which a Noteholder has opened a Securities Account in respect of its Notes.

"Accrued PIK Interest" means at any time the sum of the PIK Interest accrued on each Note during all Interest Periods preceding such time, less an amount equal to the PIK Interest accrued on that Note and which has been paid in connection with a partial redemption of that Note pursuant to Clause 11 (Redemption and Repurchase of the Notes).

"Adjusted Nominal Amount" means the total aggregate Nominal Amount of the Notes less the Outstanding Nominal Amount of all Notes owned by a Group Company or an Affiliate thereof, irrespective of whether such person is directly registered as owner of such Notes.

"Affiliate" means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agency Agreement" means the agency agreement entered into on or before the First Issue Date, between the Issuer and the Agent regarding, inter alia, the remuneration payable to the Agent, or any replacement agency agreement entered into after the First Issue Date between the Issuer and an agent.

"Agent" means CSC (Sweden) AB (previously under company name Intertrust (Sweden) AB), Swedish registration number 556625-5476, or another party replacing it, as Agent, in accordance with these Terms and Conditions.

"Book-Entry Securities System" means the VPC system being part of the book-entry register maintained by the CSD or any other replacing book-entry securities system.

"Bookrunner" means Carnegie Investment Bank AB (publ).

"Business Day" means a day on which deposit banks are generally open for business in

Stockholm, Sweden.

"Business Day Convention" means the first following day that is a Business Day or a CSD Business Day (as applicable) unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day or a CSD Business Day (as applicable).

"Central Securities Depositories and Financial Instruments Accounts Act" means the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

"Change of Control Event" means any Person or group of Persons acting in concert acquire control, directly or indirectly, over more than 50 per cent. of the voting shares of the Issuer or the Decisive Influence over the Issuer.

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"Compliance Certificate" means a certificate, in the agreed form between the Agent and the

Issuer, signed by the Issuer certifying (i) satisfaction of the Incurrence Test (if relevant) and

(ii) that so far as it is aware no Event of Default is continuing or, if it is aware that such event is continuing, specifying the event and steps, if any, being taken to remedy it. If the Compliance Certificate is provided in connection with an Incurrence Test, the certificate shall include calculations and figures in respect of the Incurrence Test.

"CSD" means the Issuer's central securities depository and registrar in respect of the Notes,

from time to time, initially Euroclear Sweden AB, Swedish registration number 556112-8074,

P.O. Box 191, 101 23 Stockholm, Sweden.

"CSD Business Day" means a day on which the Book-Entry Securities System is open in accordance with the regulations of the CSD.

"Danish Subsidiary" means Wallmans A/S.

"Decisive Influence" means a Person having, as a result of an agreement or through the

ownership of shares or ownership interests in another Person (directly or indirectly):

1. a majority of the voting rights in that other Person; or

2. a right to elect or remove a majority of the members of the board of directors of that other Person.

"EBITDA" means, in respect of the Relevant Period, the consolidated profit of the Group from ordinary activities according to the latest Financial Report(s), without double counting and in each case, if and only to the extent these items arise during the Relevant Period:

1. before deducting any amount of tax on profits, gains or income paid or payable by any Group Company;

2. before deducting any Net Finance Charges;

3. excluding any items (positive or negative) of a one off, non-recurring, non-operational, extraordinary, unusual or exceptional nature (including, without limitation, restructuring expenditures), provided that such items in no event shall exceed an aggregate amount of the higher of (i) SEK 5,000,000 and (ii) 10 per cent. of EBITDA in respect of the Relevant Period;

4. excluding any Transaction Costs;

5. before taking into account any unrealised gains or losses in relation to any currency exchange or on any derivative instrument (other than any derivative instruments which are accounted for on a hedge account basis);

6. before deducting any costs in relation to future divestments or acquisitions or any costs relating to aborted divestments or acquisitions;

7. after adding back the amount of acquisition costs relating to any stock based compensation made to departing management and costs or provisions relating to share incentive schemes of the Group to the extent deducted;

8. after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than in the ordinary course of trading) and any loss or gain arising from an upward or downward revaluation of any asset;

9. after deducting the amount of any profit (or adding back the amount of any loss) of any Group Company which is attributable to minority interests;

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10. after adding back any losses to the extent covered by any insurance and in respect of which insurance proceeds have been received by the Group; and

11. after adding back any amount attributable to the amortisation, depreciation, impairment or depletion of assets of the Group Companies, (including goodwill or other tangible assets) and taking no account of the reversal of any previous impairment charge made in that Relevant Period.

"Event of Default" means an event or circumstance specified in any of the Clauses 15.1 (Non-Payment) to and including Clause 15.9 (Continuation of the Business).

"Existing Debt" means the Group's existing debt facilities with Skandinaviska Enskilda Bank

AB amounting to SEK 49,100,000.

"Final Redemption Date" means the Maturity Date or such earlier date on which the Notes

are redeemed in full in accordance with these Terms and Conditions.

"Finance Charges" means, for the Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, payment fees, premiums or charges and other finance payments in respect of Financial Indebtedness whether paid, payable or capitalised by any Group Company according to the latest Financial Reports (calculated on a consolidated basis), excluding any unrealised gains or losses on any derivative instruments other than any derivative instruments which are accounted for on a hedge accounting basis.

"Finance Documents" means these Terms and Conditions, the Agency Agreement, the Guarantee Agreement, the Intercreditor Agreement, the Security Documents, and any other document designated by the Issuer and the Agent or the Security Agent as a Finance Document.

"Finance Lease" means any finance leases, to the extent the arrangement is or would have been treated as a finance or a capital lease in accordance with IFRS (a lease which in the accounts of the Group is treated as an asset and a corresponding liability), and for the avoidance of doubt, any leases treated as operating leases under IFRS shall not, regardless of any subsequent changes or amendments to the accounting principles, be considered as finance or capital leases.

"Financial Indebtedness" means any indebtedness in respect of:

1. moneys borrowed and debt balances at banks or other financial institutions;

2. any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

3. any amount raised pursuant to any note purchase facility or the issue of notes, notes, debentures, loan stock or any similar instrument, including the Notes;

4. the amount of any liability in respect of any Finance Lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease (meaning that the lease is capitalised as an asset and booked as a corresponding liability in the balance sheet);

5. receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under IFRS are met);

6. any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

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