Corem Property : 2022-01-13 – Terms and Conditions – ISIN SE0017132681

TERMS AND CONDITIONS FOR

COREM PROPERTY GROUP AB (PUBL)

UP TO SEK 3,000,000,000

SENIOR UNSECURED FLOATING RATE GREEN BONDS

January 2022/October 2024 series no 13

ISIN: SE0017132681

No action is being taken that would or is intended to permit a public offering of the Bonds or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Bonds in any jurisdiction other than Sweden, 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.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and are subject to U.S. tax law requirements. The Bonds may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons.

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PRIVACY NOTICE

Each of the Issuer, the Issuing Agent and the Agent may collect and process personal data relating to the Bondholders, the Bondholders' representatives or agents, and other persons nominated to act on behalf of the Bondholders pursuant to the Finance Documents (name, contact details and, when relevant, holding of Bonds). The personal data relating to the Bondholders is primarily collected from the registry kept by the CSD. The personal data relating to other persons is primarily collected directly from such persons.

The personal data collected will be processed by the Issuer, the Issuing Agent and the Agent for the following purposes:

1. to exercise their respective rights and fulfil their respective obligations under the Finance Documents;
2. to manage the administration of the Bonds and payments under the Bonds;
3. to enable the Bondholders' to exercise their rights under the Finance Documents; and
4. to comply with their obligations under applicable laws and regulations.

The processing of personal data by the Issuer, the Issuing Agent and the Agent in relation to items (a)

• (c) is based on their legitimate interest to exercise their respective rights and to fulfil their respective obligations under the Finance Documents. In relation to item (d), the processing is based on the fact that such processing is necessary for compliance with a legal obligation incumbent on the Issuer, the Issuing Agent or the Agent (as applicable). Unless otherwise required or permitted by law, the personal data collected will not be kept longer than necessary given the purpose of the processing.

Personal data collected may be shared with third parties, such as the CSD, when necessary to fulfil the purpose for which such data is processed.

Subject to any legal preconditions, the applicability of which have to be assessed in each individual case, data subjects have the rights as follows. Data subjects have right to get access to their personal data and may request the same in writing at the address of the Issuer, the Issuing Agent or the Agent (as applicable). In addition, data subjects have the right to (i) request that personal data is rectified or erased, (ii) object to specific processing, (iii) request that the processing be restricted and (iv) receive personal data provided by themselves in machine-readable format. Data subjects are also entitled to lodge complaints with the relevant supervisory authority if dissatisfied with the processing carried out.

The Issuer's, the Issuing Agent's and the Agent's addresses, and the contact details for their respective Data Protection Officers (if applicable), are found on their websites www.corem.se, www.swedbank.se and www.nordictrustee.com.

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TABLE OF CONTENTS
1.	DEFINITIONS AND CONSTRUCTION................................................................................................	4
2.	STATUS OF THE BONDS ................................................................................................................	10
3.	USE OF PROCEEDS........................................................................................................................	11
4.	CONDITIONS FOR DISBURSEMENT...............................................................................................	12
5.	BONDS IN BOOK-ENTRYFORM ....................................................................................................	13
6.	RIGHT TO ACT ON BEHALF OF A BONDHOLDER...........................................................................	13
7.	PAYMENTS IN RESPECT OF THE BONDS .......................................................................................	14
8.	INTEREST ......................................................................................................................................	14
9.	REDEMPTION AND REPURCHASE OF THE BONDS .......................................................................	15
10.	INFORMATION TO BONDHOLDERS ..............................................................................................	16
11.	GENERAL UNDERTAKINGS............................................................................................................	18
12.	FINANCIAL UNDERTAKINGS .........................................................................................................	19
13.	ACCELERATION OF THE BONDS....................................................................................................	19
14.	DISTRIBUTION OF PROCEEDS.......................................................................................................	22
15.	DECISIONS BY BONDHOLDERS .....................................................................................................	23
16.	AMENDMENTS AND WAIVERS .....................................................................................................	27
17.	APPOINTMENT AND REPLACEMENT OF THE AGENT ...................................................................	28
18.	THE ISSUING AGENT.....................................................................................................................	31
19.	THE CSD........................................................................................................................................	35
20.	NO DIRECT ACTIONS BY BONDHOLDERS......................................................................................	36
21.	PRESCRIPTION ..............................................................................................................................	36
22.	NOTICES AND PRESS RELEASES ....................................................................................................	36
23.	FORCE MAJEURE AND LIMITATION OF LIABILITY.........................................................................	37
24.	GOVERNING LAW AND JURISDICTION .........................................................................................	38

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1. DEFINITIONS AND CONSTRUCTION

1.1 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 Bondholder has opened a Securities Account in respect of its Bonds.

"Accounting Principles" means the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time).

"Adjusted Nominal Amount" means the Total Nominal Amount less the Nominal Amount of all Bonds owned by a Group Company or by an owner of more than 50 per cent. of the votes in the Issuer, irrespective of whether such person is directly registered as owner of such Bonds.

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

"Agent" means Nordic Trustee & Agency AB (publ), Swedish Reg. No. 556882-1879, or another party replacing it, as Agent, in accordance with these Terms and Conditions.

"Base Rate" means STIBOR or any reference rate replacing STIBOR in accordance with Clause 19 (Replacement of Base Rate).

"Base Rate Administrator" means Swedish Financial Benchmark Facility AB (SFBF) or any person replacing it as administrator of the Base Rate.

"Bond" means a debt instrument (Sw: skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Central Securities Depositories and Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions, including the Initial Bonds and any Subsequent Bonds.

"Bondholder" means the person who is registered on a Securities Account as direct registered owner (Sw: direktregistrerad ägare) or nominee (Sw: förvaltare) with respect to a Bond.

"Bondholders' Meeting" means a meeting among the Bondholders held in accordance with Clause 15.1 (Request for a decision), 15.2 (Convening of a Bondholders' Meeting) and 15.4 (Majority, quorum and other provisions).

"Business Day" means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (Sw: midsommarafton), Christmas Eve (Sw: julafton) and New Year's Eve (Sw: nyårsafton) shall for the purpose of this definition be deemed to be public holidays.

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"Business Day Convention" means the first following day that is a Business Day 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.

"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" occurs if any person or persons, acting collectively, acquires or takes Control over the Issuer. However the aforementioned shall not apply should Control be acquired or taken by (A) a company (i) that is a real estate company incorporated under the laws of Sweden and (ii) whose shares are listed on Nasdaq's Nordic Mid Cap or Nasdaq's Nordic Large Cap, or (B) M2. Should Control have been acquired or taken in accordance with (A) or (B) above, this Change of Control Event provision shall apply mutatis mutandis to subsequent changes of Control in the new listed owner.

"Compliance Certificate" means a certificate, satisfactory to the Agent (in its reasonable opinion) and substantially in a form attached to these Terms and Conditions as Appendix 1, signed by the CEO or the CFO or any authorised signatory of the Issuer certifying that (i) no Event of Default has occurred or is continuing and if it is aware that such event is continuing, specifying the event and steps, if any, being taken to remedy it, and (ii) the financial undertakings set out in Clause 12 (Financial Undertakings) as applicable are met.

"Control" means (i) acquire or otherwise obtain control over, directly or indirectly, more than 50 per cent. of the total outstanding voting rights in the Issuer or (ii) the right to, directly or indirectly, appoint or discharge all or a majority of the members of the board of directors in the Issuer.

"CSD" means the Issuer's central securities depository and registrar in respect of the Bonds, from time to time, initially Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden, or another party replacing it, as CSD, in accordance with these Terms and Conditions.

"CSD Regulations" means the CSD's rules and regulations applicable to the Issuer, the Agent and the Bonds from time to time.

"Debt Register" means the debt register (Sw: skuldbok) kept by the CSD in respect of the Bonds in which (i) an owner of Bonds is directly registered or (ii) an owner's holding of Bonds is registered in the name of a nominee.

"Delisting Event" occurs if at any time: (a) the Issuer's Class A and B ordinary shares are not listed on Nasdaq Stockholm or any other Regulated Market, or (b) trading with the Issuer's Class A and B ordinary shares on Nasdaq Stockholm is suspended during a period of more than 15 trading days when Nasdaq Stockholm is at the same time open for trading. However (a) and (b) shall not apply should the de-listing or trading suspension occur as a result of a public offer for the shares in the Issuer by (A) a company (i) that is a real estate company incorporated under the laws of Sweden and (ii) whose shares are listed on Nasdaq's Nordic Mid Cap or Nasdaq's Nordic Large Cap, or (B) M2, in which case (a) and

1. above shall apply mutatis mutandis to a de-listing or trading suspension relating to the shares in the new listed owner.