PF Finans / Clarinova

the fifth Banking Day prior to the respective payment date or on such other Banking Day falling nearer such payment date which may generally be applied in the Swedish bond market.

The Bonds and the right to receive payment thereunder shall become void unless presented for payment within a period of ten (10) years (in the case of principal) and three (3) years (in the case of interest) of the Maturity Date. Even without a separate authorisation from the Holders, the Agent, or a person appointed by the Agent, is entitled to represent the Holders in every matter concerning the Bonds, whether or not in court or before an executive authority. Even though the Agent is entitled to represent the Holders, the Agent is not obliged to take action unless it is explicitly expressed in the Terms and Conditions and the Holders potential to start actions on behalf of the Holders is set out in the Terms and Conditions. Each of the Company or the Agent can at any time call for a Holders’ meeting or demand for a procedure in writing among the Holders in accordance with clause 11.2 of the Terms and Conditions of the Bonds. A resolution is passed through voting at a meeting (or, in case of a procedure in writing, through calculation), at which each Holder entitled to vote shall have one vote per Bond at a Nominal Amount of EUR 1 such Holder holds. A resolution will be binding to all Holders irrespective of how and if they have voted.

The Bonds may be transferred without restriction. The Company intends to list the Bonds on the Corporate Bond List at NASDAQ OMX, Stockholm.

There is no tax deduction at source (i.e. by the Company) with regard to payment of interest or redemption amounts. Euroclear or the Swedish nominee (in case of nominee registered securities) withholds preliminary tax, at present 30 per cent, on interest paid in cash to individuals who are resident in Sweden for tax purposes. The tax rate and other tax rules may be subject to change during the term of the Bonds.

The Agent,

Ahlford Advokatbyrå AB, Kungsgatan 16, 652 24 Karlstad, Sweden is a Swedish law firm that handles the financial matters, and general legal advice also acts as agent for investors in various financing transactions.

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