Stendörren Fastigheter : Tender Application Form 2023

Tender Application Form

On 11 September 2023, Stendörren Fastigheter AB (publ), Reg. No. 556825-4741 (the "Issuer") made an announcement (see press release dated 11 September 2023 at https://www.stendorren.se/press/pressmeddelanden/, the "Press Release"), inviting the holders (including any beneficial owners who hold their notes via nominees or custodians) (the "Noteholders") of the Issuer's outstanding notes set out below (the "Notes") to tender any and all their Notes for purchase by the Issuer (however, subject to a new financing condition and certain other terms and conditions as further set out in the Tender Information Document (as defined below)) (the "Tender Offer"). The details and complete terms and conditions for the consummation of the Tender Offer are set out in a tender information document (the "Tender Information Document"), a copy of which is enclosed to this tender application form as Appendix I(Tender Information Document) and also published on the Issuer's website.

All words and expressions defined in the Tender Information Document shall have the same meanings in this Tender Application Form, unless separately defined herein.

Following the Tender Offer, the Issuer will issue new SEK denominated senior unsecured green notes under a framework of up to SEK 600,000,000 (the "New Notes"), subject to market conditions. The Issuer has mandated Nordea Bank Abp ("Nordea"), Swedbank AB (publ) ("Swedbank") and Danske Bank A/S, Danmark, Sverige Filial ("Danske Bank") as arrangers and joint bookrunners in respect of the issuance of the New Notes.

Tender Instructions

Nordea, Swedbank and Danske Bank have been appointed to act as dealer managers and joint bookrunners for the Tender Offer (hereinafter, the "Dealer Managers", which shall for all purposes include their respective functions as joint bookrunners). The Dealer Managers will only accept tenders of Notes for purchase pursuant to the Tender Offer which are made by way of the submission of valid Tender Instructions (as defined below) in accordance with the procedures set out in this section "Tender Instructions".

To tender Notes for purchase pursuant to the Tender Offer, a Noteholder should either (i) deliver a valid and duly executed tender application form in the form set out below (the "Tender Application form"), (ii) place an application by e-mail or telephone (recorded by the Dealer Manager) or (iii) place an application by the messenger service of Bloomberg L.P. (or other equivalent messenger services), in each case with such accompanying confirmations as might be requested by the Dealer Manager, to the Dealer Manager before the Expiration Date (as defined below) (a "Tender Instruction"). Upon failure to satisfy any confirmation requirement, the Dealer Manager may in its sole discretion disregard a tender application without any liability towards the Noteholder. Tender Instructions must be submitted in a minimum principal amount of Notes of no less than the minimum denomination of the Notes (SEK 1,250,000), and may thereafter be submitted in integral multiples of SEK 1,250,000.

The tendering of Notes in the Tender Offer will be deemed to have occurred upon receipt by a Dealer Manager of a valid and duly executed Tender Instruction before the Expiration Date (as defined below).

A valid and duly executed Tender Instruction submitted in accordance with these procedures is irrevocable, except in the situation where the Dealer Managers amend the applicable Purchase Price and such amendment has an adverse effect for the Noteholders.

Only Noteholders who are clients of, and can execute a secondary trade upon settlement with, a Dealer Manager with all required know your customer (KYC) and similar documentation in place to the satisfaction of such Dealer Manager ("Eligible Holders") may submit Tender Instructions.

By submitting a Tender Instruction, each Noteholder agrees to sell its respective Notes to the relevant Dealer Manager on the Settlement Date at the Purchase Price as outlined in the Press Release and the Tender Information Document provided that the Notes are accepted for purchase by such Dealer Manager on behalf of the Issuer.

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Offer to holders of debt instruments - Tender Application Form

Acceptance period for the Tender Offer: From 11 September 2023 to 14 September 2023 at 12:00 CEST.

To be sent to Nordea/Swedbank/Danske Bank:

Nordea Bank Abp

E-mail: nordealiabilitymanagement@nordea.com

Swedbank AB (publ)

E-mail: liabilitymanagement@swedbank.se

Danske Bank A/S, Danmark, Sverige Filial

E-mail: dcm_admin@danskebank.se

Noteholders interested in subscribing for the New Notes may further contact their regular sales contacts with the Dealer Manager for further information.

The Tender Application Form should be sent by e-mail to the e-mail address provided above so it is received by the Dealer Manager no later than 12:00 CEST on 14 September 2023 (the "Expiration Date"). Late Tender Instructions will be deemed invalid and will not be accepted.

In addition to the applicable Purchase Price for the Tender Offer, announced in the Press Release and set forth in the Tender Information Document, any Eligible Holder whose tender is accepted will also receive accrued and unpaid interest in accordance with the terms and conditions of the Notes until the settlement date of the Tender Offer, which is expected on or about 21 September 2023 (the "Settlement Date"). To the extent possible, the Settlement Date will fall on the same day as the settlement of the New Notes.

I hereby tender (only in multiples of SEK 1,250,000) Notes as specified below in accordance with the terms and conditions contained in the Tender Information Document.

By signing this Tender Application Form, or otherwise providing a valid Tender Instruction be recorded telephone or through the messenger service of Bloomberg L.P., agreement is given to the following:

• I accept the Tender Offer regarding the below-mentioned Notes;
• I have read and accept the information about the Tender Offer. I have read and approve the terms and conditions of the Tender Offer and I make the following representations and warranties to the Dealer Managers and the Issuer:
• • I confirm that I am not a person to whom it is unlawful to make an invitation pursuant to the Tender Offer under applicable securities laws and I have (before submitting, or arranging for the submission on my behalf, as the case may be, of this Tender Instruction in respect of the Notes I am tendering for purchase, as applicable) complied with all laws and regulations applicable to me for the purposes of my participation in the Tender Offer. In particular, I confirm that I am not domiciled, or have a registered address in, the United States, United Kingdom or in any other country in which participation in the Tender Offer is in breach of applicable laws, and that the order has not been sent from any of these countries and that I am not acting on behalf of any person in such a country;
  • I confirm that I fully own and am the lawful holder of my Notes and that I have obtained all necessary consents, authorisations, approvals and/or permissions required (if applicable) under the applicable laws or regulations in any jurisdiction in order to execute and deliver this Tender Instruction, that any Notes tendered and accepted for purchase by the Issuer are freely transferable with full title free from all pledges, liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached to such Notes and that there are no other obstacles to the sale of my Notes on the Settlement Date;
  • I confirm that I am an Eligible Holder (as defined above) to the Dealer Managers and that I will sell the Notes tendered to the Dealer Managers on the Settlement Date at the Purchase Price stated in the Press Release and the Tender Information Document, provided that the Notes are accepted for purchase by the Issuer;
  • I confirm that this Tender Instruction constitutes clear and distinct instructions to the Dealer Managers upon which each of them may rely without investigation;
  • I undertake not to sell any Notes for which I have accepted the Tender Offer (other than pursuant to the Tender Offer) during the period from the date of this Tender Instruction until the earlier of (i) the Settlement Date, (ii) cancellation of the Tender Offer or (iii) (to the extent permitted hereunder) revocation of this Tender Instruction;
  • I confirm that no information has been provided to me by the Issuer, the Dealer Managers or their respective directors, employees, affiliates or subsidiaries, with regard to the tax consequences arising from the purchase of the Notes by the Issuer pursuant to the Tender Offer or the receipt by the Noteholder of the applicable Purchase Price, and I acknowledge that I am solely liable for any taxes and similar or related payments imposed on me under the laws of any applicable jurisdiction as a result of its participation in the Tender Offer and I agree that I will not and do not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Dealer Managers or any

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of their respective directors, employees, affiliates or subsidiaries, or any other person in respect of such taxes and payments;

• I confirm that I have had access to such financial and other information concerning the Notes, and have consulted with my own legal, regulatory, tax, business, investment, financial and accounting advisers, as I deem necessary or appropriate, in order for me to make an informed decision with respect to the tendering of Notes for purchase in the Tender Offer; I am not relying on any communication (written or oral) made by any party involved in the Tender Offer or any such party's affiliates or subsidiaries as constituting a recommendation to tender Notes in the Tender Offer; and I am able to bear the economic risks of participating in the Tender Offer;
• I accept that the Issuer is under no obligation to accept Tender Instructions of Notes for purchase pursuant to the Tender Offer, and accordingly such Tender Instructions may be accepted or rejected by the Issuer in its sole discretion and for any reason;
• I confirm that all authority conferred or agreed to be conferred pursuant to my acknowledgements, agreements, representations, warranties and undertakings, and all of my obligations shall be binding upon my successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, my death or incapacity; and
• I confirm that I am in compliance with Sanctions Laws and that I am not (i) a Restricted Party or otherwise subject to any Sanctions Laws, (ii) acting on behalf, or for the benefit, of a Restricted Party, (iii) involved in any transaction through which I am likely to become a Restricted Party or (iv) subject to or involved in any inquiry, claim, action, suit, proceeding

or investigation against me with respect to Sanctions Laws enacted by any Sanctions Authority.

For the purposes of the above:

• • "Restricted Party" shall mean any entity or individual; (i) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class/category of persons), (ii) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of a Sanctioned Country, or (iii) that is directly or indirectly owned or controlled by, or acting on behalf of, a person referred to in paragraph (i) and/or (ii) above.
  • "Sanctioned Country" shall mean a country or territory subject to a general export, import, financial or investment embargo under any Sanctions Laws.
  • "Sanctions Authority" shall mean the United Nations, the European Union, the member states of the European Economic Area, Switzerland, the United Kingdom, the United States of America and any authority acting on behalf of any of them in connection with Sanctions Laws (including His Majesty's Treasury Revenue and Customs).
  • "Sanctions Laws" shall mean the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted imposed, administered, enacted and/or enforced by any Sanctions Authority.
  • "Sanctions List" shall mean any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority.
• I understand that the Tender Offer will only be accepted if the New Financing Conditions and all other conditions set forth in the Tender Information Document are fulfilled.
• I am informed, and give my consent to, the handling of personal data provided in this Tender Application Form by the Dealer Managers as set forth below.
• I understand and accept that the Dealer Managers (including, for the avoidance of doubt, its subsidiaries and branch offices) make no undertaking, representation or warranty, express or implied, regarding the accuracy or completeness of the documentation pertaining to the Tender Offer and any other information (whether written or oral), concerning the Issuer or the Tender Offer received by the undersigned, whether such information was received through the Dealer Managers or otherwise, and I acknowledge that I have not been induced to execute this tender application form by any representation, warranty or undertaking by any of the aforementioned. The Dealer Managers hereby expressly disclaim any liability whatsoever towards the undersigned in connection with the Tender Offer and the undersigned understands and expressly agrees that it is participating in the Tender Offer on this basis.
• I understand that the Dealer Managers are financial institutions, offering a broad range of banking- and investment services and I acknowledge and accept that the Dealer Managers may from time to time provide financing or other banking- and investment products or services to the Issuer and may thereby, as well as a result of other activities (including corporate finance, analysis and stock broking), have interests and act in a manner which is conflicting with the interests of Noteholders.
• I confirm that I am responsible for executing a sell order towards the Dealer Managers (to whom I am an Eligible Holder) to the account I have agreed with my sales contact of the tendered Notes with settlement on the Settlement Date, once the Dealer Managers confirm the acceptance of Notes tendered and whether Notes will be accepted in full or down-scaled.

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