Storskogen : Notice of Written Procedure

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Stockholm, 26 June 2024

To the Bondholders in:

ISIN: SE0022240974 - Storskogen Group AB (publ) Maximum SEK 2,000,000,000 Senior Unsecured Callable Floating Rate Bonds 2024/2027

NOTICE OF WRITTEN PROCEDURE - REQUEST TO WAIVE CERTAIN PROVISIONS OF THE TERMS AND CONDITIONS

This voting request for procedure in writing has been sent on 26 June 2024 to holders directly registered as of 25 June 2024 in the debt register (Sw. skuldbok) kept by the CSD. If you are an authorised nominee under the Swedish Central Securities Depositories and

Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och

kontoföring av finansiella instrument) or if you otherwise are holding bonds on behalf of someone else on a Securities Account, please forward this notice to the holder you represent as soon as possible. For further information, please see below under Section 8.3 (Voting rights and authorisation).

	Key information
Record Date for being eligible to vote:	3 July 2024
Deadline for voting:	15:00 CEST on 15 July 2024
Quorum requirement:	At least twenty (20) per cent. of the Adjusted Nominal
	Amount
Majority requirement:	At least sixty-six and two-thirds (66 2/3) per cent. of the
	Adjusted Nominal Amount for which Bondholders reply
	in this Written Procedure

Nordic Trustee & Agency AB (publ) acts as agent (the "Agent") for the holders of the bonds (the "Bondholders") in the above mentioned bond issue SE0022240974 with an aggregated amount outstanding of SEK 1,250,000,000 (the "Bonds") issued by Storskogen Group AB (publ) (the "Issuer", and together with each of its Subsidiaries from time to time, the "Group"). In its capacity as Agent, and as requested by the Issuer, the Agent hereby initiates a procedure in writing (the "Written Procedure") as required by the Terms and Conditions (as defined below), whereby Bondholders can vote for or against the requests presented herein.

All capitalised terms used herein and not otherwise defined in this notice (the "Notice") shall have the meanings assigned to them in the terms and conditions of the Bonds as amended and/or restated from time to time (the "Terms and Conditions").

The Request (as defined below) is presented to the Bondholders, without any evaluation, advice or recommendations from the Agent whatsoever. The Agent has not reviewed or assessed this Notice or the Request (and their effects, should they be adopted) from a legal or commercial perspective of the

Bondholders and the Agent expressly disclaims any liability whatsoever related to the content of this Notice and the Request (and their effects, should they be adopted). The Bondholders are recommended to seek legal advice in order to independently evaluate whether the Request (and its effects) is acceptable or not.

Bondholders participate by completing and sending to the Agent the voting form, attached hereto as Schedule 1(the "Voting Form"), and, if the Bonds are held in custody other than by the CSD, the power of attorney/authorisation, attached hereto as Schedule 2(the "Power of Attorney") or to the Agent other sufficient evidence. Please contact the securities firm you hold your Bonds through if you do not know how your Bonds are registered or if you need authorisation or other assistance to participate in the Written Procedure. The Issuer kindly asks the Bondholders to send their Voting Forms and, if applicable, any Power of Attorney by email to the Agent as soon as possible upon receipt of this Notice after the occurrence of the Record Date (as defined below).

The Agent must receive the Voting Form and, if applicable, any Power of Attorney no later than 15:00 CEST on 15 July 2024 either by mail, courier or email to the Agent using the contact details set out in Section 8.7 (Address for sending replies) below. Votes received thereafter may be disregarded.

To be eligible to participate in the Written Procedure, a person must meet the criteria for being a Bondholder or an authorised nominee on 3 July 2024 (the "Record Date") as further set out in Section 8.3 (Voting rights and authorisation). This means that the person must be registered on a Securities Account with the CSD, as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds.

1. Background

On 25 June 2024, the Issuer announced by way of press release that it has entered into an agreement with M Industrial Invest AB (the "Buyer") to divest a number of current Group Companies comprising nine business units, which have not performed in line with the Issuer's expectations in terms of the Group's financial targets and strategy (the "Divested Companies"). This will be done through a divestment of a majority stake in a newly established company ("NewCo") to which the Divested Companies will be transferred prior to the divestment (the "Divestment"). The Issuer will, in addition to its retained minority interest in the form of a preference share, have influence over NewCo through certain veto rights and board representation. As of 31 March 2024, the Divested Companies have on an LTM basis contributed to the Group's adjusted EBITDA in an amount of SEK -7 million and to the Group's adjusted EBITA in an amount of SEK -98 million. The Divestment is expected to have a slight positive impact on the Group's operational cash flow and indebtedness and a notable positive impact on the Group's profitability as well as, more importantly, enable the Group to focus on its remaining portfolio in accordance with the Group's strategy. Excluding the Divested Companies pro forma, the Group's adjusted EBITA margin as of 31 March 2024 would on an LTM basis have been 9.4 per cent., compared to the reported 8.7 per cent.

The Divestment is subject to customary conditions as well as subject to the Bondholders approval of the Proposed Waivers (as defined below) and the approval from the holders of the Issuer's outstanding senior unsecured callable floating rate bonds with ISIN SE0017084650 and SE0020358026 (the "Other Bonds") of the corresponding waivers pursuant to the concurrent written procedures in respect of the Other Bonds announced by the Issuer simultaneously with this Written Procedure. As part of the terms for the Divestment and in order to enable the Divestment, the Issuer will convert existing intra group loans currently outstanding to, and existing cash in bank (Sw. kassa) in, the Divested Companies to a SEK 200 million loan ("Loan 1") as well as an approximately SEK 40 million loan to NewCo ("Loan 2" and together with Loan 1 the "Loans"), both of which will remain outstanding after the completion of the Divestment. The Loans will have a tenor of ten years (unless repaid earlier at the discretion of NewCo or pursuant to the agreement for the Divestment, as described below) and accrue interest at an interest rate of 3m STIBOR plus 4.25 per cent. per annum. The interest will be capitalised annually or paid at NewCo's discretion, but the interest under Loan 2 will be payable quarterly starting from the first quarter in 2026. Loan 1 will be non-amortizing and Loan 2 will be non-amortizing during 2024 and 2025 and thereafter be amortized quarterly. The Loans will be subordinated to any other financings of NewCo, but will be secured by security over the shares in the Divested Companies that will be directly owned by NewCo.

Pursuant to the terms for the Divestment, any future profits distributed from the Divested Companies to NewCo and any sales proceeds from a future divestment of Divested Companies to third parties shall (i) firstly be applied towards prepayment of the Loans together with any capitalized interest and accrued but not yet capitalized or paid interest on a pro rata basis with any loans provided to NewCo from the Buyer and (ii) secondly be distributed to the Issuer and the Buyer. Such distribution shall be divided between the Issuer and the Buyer as follows: seventy (70) per cent. to the Issuer and thirty (30) per cent. to the Buyer for distributions up to SEK 700 million, forty (40) per cent. to the Issuer and sixty (60) per cent. to the Buyer for distributions between SEK 700 million and SEK 1,000 million and thirty (30) per cent. to the Issuer and seventy (70) per cent. to the Buyer for distributions over SEK 1,000 million. Thus, both the Issuer and the Buyer have incentives to generate profits in the Divested Companies and distribute such profits to NewCo as well as to work towards developing the Divested Companies to render them attractive to third party purchasers.

Since NewCo and the Divested Companies will cease to be Group Companies following the completion of the Divestment, the Loans would not be permitted pursuant to Clause 14.5 (Loans out) of the Terms and Conditions (the "Loans Out Restriction"). The Issuer also wish

for flexibility to, in connection with the closing of the Divestment, increase the loan amount under Loan 2 depending on NewCo's and/or any of the Divested Companies' liquidity needs (such increased amount to be included in the definition of Loan 2 and the Loans, as applicable). The Issuer therefore requests a waiver from the Loans Out Restriction from the Bondholders at a total amount of SEK 300 million plus any capitalized interest and any accrued but not yet capitalised or paid interest under the Loans in order for the Loans to be permitted following the Divestment (the "Loans Out Waiver").

Approving the Loans Out Waiver enables the Issuer to carry out the Divestment. The Issuer deems that the Divestment is beneficial to the Issuer and its stakeholders (including the Bondholders and the holders of the Other Bonds). The Issuer therefore assesses that it would be in the Bondholders' best interest to approve the Loans Out Waiver in order to enable the Divestment.

As further announced in the abovementioned press release, as a consequence of the Divestment the Group's goodwill will be written-down with an amount of approximately SEK 600 million and the Group's tangible and intangible assets will be written-down with an aggregate amount of approximately SEK 320 million (together the "Write-downs"). The Write-downs will impact the Group's net profit for the second quarter of 2024, but will not affect the Group's cash flow. Consequently, the Write-downs will have a negative effect on the Group's net profit for the financial year 2024. This may in turn affect the Issuer's ability to pay dividends to its shareholders in respect of the financial year 2024 due to the restriction on making or paying dividends on the Issuer's shares pursuant to Clause 14.1(a) of the Terms and Conditions (the "Dividends Restriction"). As the negative impact of the Write-downs will affect the Group's consolidated net profit, the permitted maximum amount of dividends will decrease due to the fifty (50) per cent. cap pursuant to item (ii) of Clause 14.1(C) of the Terms and Conditions (the "Dividend Cap"). The Write-downs are solely a direct result of the Divestment, do not affect the Group's cash flow or ability to make payments under the Bonds and are therefore not detrimental to the Bondholders. In order to ensure that the Issuer can meet expectations in respect of dividends, the Issuer requests that the Bondholders provide their consent to exclude the negative impact that the Write-downs will have on the Issuer's net profit for the financial year 2024 from the application of the Dividend Cap in the Terms and Conditions. Notwithstanding the Dividend Cap, the Issuer's Board of Directors has adopted a dividend policy of dividends corresponding to 0-20 per cent. of the Group's net profit for the previous financial year.

For further information on the Divestment and the Write-downs, please refer to the Issuer's press release on 25 June 2024.

In view of the above, in order to enable the Divestment and retain flexibility for the Issuer to pay dividends to its shareholders, the waivers of the Terms and Conditions as described under Section 2 (Proposed waivers of the Terms and Conditions) in this Notice (the "Proposed Waivers") will be required.

2. Proposed Waivers of the Terms and Conditions

The Issuer asks the Bondholders to consent to waive prospectively, the occurrence of any breach and/or Event of Default in respect of:

• the Loans Out Restriction in the Terms and Conditions, to the extent such breach and/or Event of Default occurs as a result of the Issuer providing and maintaining the Loans following the completion of the Divestment up until the Bonds have been redeemed in full (provided that the aggregate outstanding principal amount under the Loans does not at any time exceed SEK 300 million plus any capitalised interest and accrued but not yet capitalized or paid interest); and

1. • the Dividends Restriction, to the extent such breach and/or Event of Default occurs as a result of the Issuer paying dividends to its shareholders in respect of the financial year 2024 in an aggregate amount exceeding the Dividend Cap, provided that the Dividend Cap would not have been exceeded if the Write-downs had not occurred.
2. Request
   The Bondholders are asked to confirm that the Bondholders agree to the Proposed Waivers set out in Section 2 (Proposed Waivers to the Terms and Conditions) (the "Request").
3. Effective date
   The Request shall be deemed approved immediately upon expiry of the voting period and satisfaction of the requisite quorum participation and majority vote as set forth in Sections 8.5 (Quorum) and 8.6 (Majority) or if earlier, when a requisite majority of consents of the Adjusted Nominal Amount have been received by the Agent, whereby the Proposed Waivers will come into effect (the "Effective Date").
4. Consent Fee
   If the Request is approved by the Bondholders, a consent fee amounting to 0.125 per cent. of the Nominal Amount for each Bond, corresponding to an aggregate amount of SEK 1,562,500 (the "Consent Fee") will be paid to the Bondholders (regardless if such Bondholder has participated in the Written Procedure or voted for or against the Request). The Consent Fee shall be paid to the Bondholders on a pro rata basis and must be paid within twenty (20) Business Days after the Effective Date. The payment shall be made through the CSD to such person who is registered as a Bondholder on the date falling five (5) Business Days prior to the applicable payment date and the applicable Record Date for such payment shall be announced by the Issuer in a press release to be issued without undue delay following an approval of the Request.
   The Agent does not administer the Consent Fee and is not involved in or in any way responsible for the Consent Fee.
5. Voting indications
   The Agent has been informed that the Issuer have been in contact with certain larger Bondholders who have indicated that they will support and vote in favour of the Request.
6. Risk factors
   The holding of the Bonds, including following an approval of the waivers contemplated by the Request, entails certain risks and each Bondholder should carefully review the non- exhaustive list of certain risk factors attached hereto as Schedule 3before voting in this Written Procedure. The Issuer does not represent that the risks are exhaustive.
7. Written Procedure
   The following instructions need to be adhered to in the Written Procedure.

8.1 Final date to participate in the Written Procedure

The Agent must have received the votes by mail, courier or email to the address indicated below no later than 15:00 CEST, on 15 July 2024. Votes received thereafter may be disregarded.

8.2 Decision procedure

The Agent will determine if received replies are eligible to participate in the Written Procedure as valid votes.

When a requisite majority of consents of the total Adjusted Nominal Amount have been received by the Agent, the Request shall be deemed to be adopted, even if the time period for replies in the Written Procedure has not yet expired.

Information about the decision taken in the Written Procedure will:

1. be sent by notice to the Bondholders; and
2. be published on the websites of the Issuer and the Agent.

A matter decided in the Written Procedure will be binding for all Bondholders, irrespective of them responding in the Written Procedure.

1. Voting rights and authorisation
   Anyone who wishes to participate in the Written Procedure must on the Record Date (3 July
   2024) in the debt register:
2. 1. be registered as a direct registered owner of a Securities Account; or
   2. be registered as authorised nominee in a Securities Account, with respect to one or several Bonds.
3. Bonds registered with a nominee
   If you are not registered as a direct registered owner as set forth in Section 8.3(a), but your Bonds are held through a registered authorised nominee or another intermediary as set forth in Section 8.3(b), you may have two different options to influence the voting for the Bonds:
4. 1. you can ask the authorised nominee or other intermediary that holds the Bonds on your behalf to vote in its own name as instructed by you; or
   2. you can obtain a Power of Attorney (Schedule 2) from the authorised nominee or other intermediary and send in your own Voting Form based on the authorisation. If you hold your Bonds through several intermediaries, you need to obtain authorisation directly from the intermediary that is registered in the debt register as Bondholder of the Securities Account, or from each intermediary in the chain of holders, starting with the intermediary that is registered in the debt register as a Bondholder of the Securities Account as authorised nominee or direct registered owner.

Whether one or both of these options are available to you depends on the agreement between you and the authorised nominee or other intermediary that holds the Bonds on your behalf (and the agreement between the intermediaries, if there are more than one).

The Agent recommends that you contact the securities firm that holds the Bonds on your behalf for assistance, if you wish to participate in the Written Procedure and do not know how your Bonds are registered or need authorisation or other assistance to participate. Bonds owned by the Issuer, another Group Company or an Affiliate do not entitle to any voting rights.

1. Quorum
   To approve the Request, Bondholders representing at least twenty (20) per cent. of the Adjusted Nominal Amount must reply to the Request in the Written Procedure in order to form a quorum.
   If a quorum does not exist, the Agent shall initiate a second Written Procedure, provided that the Request has not been withdrawn by the Issuer. No quorum requirement will apply to such second Written Procedure. A vote cast in the Written Procedure shall, unless amended or withdrawn, constitute a vote also in a second Written Procedure (if any) pursuant to Clause 16.4.7 of the Terms and Conditions with respect to the Request.
2. Majority
   At least sixty-six and two-thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure must consent to the Request in order for it to pass.
3. Address for sending replies
   Return the Voting Form, Schedule 1, and, if applicable, the Power of Attorney/Authorisation in Schedule 2 or other sufficient evidence, if the Bonds are held in custody other than Euroclear Sweden AB, by regular mail, scanned copy by e-mail, or by courier to:
   By regular mail:
   Nordic Trustee & Agency AB (publ)
   Attn: Written Procedure Storskogen AB (publ) - 2024/2027 Bonds P.O. Box 7329
   SE-103 90 Stockholm
   By courier:
   Nordic Trustee & Agency AB (publ)
   Attn: Written Procedure Storskogen AB (publ) - 2024/2027 Bonds Norrlandsgatan 23
   SE-111 43 Stockholm
   By e-mail: [e-mail]

9. FURTHER INFORMATION

For further questions regarding the Request to Swedbank AB (publ) as solicitation agent, please contact: [e-mail], [phone].

For further questions regarding the Request to the Issuer, please contact: Lena Glader, CFO, [e-mail], [phone].

For further questions to the Agent regarding the administration of the Written Procedure, please contact the Agent at [e-mail] or [phone].

______________________________________________

Stockholm, 26 June 2024

NORDIC TRUSTEE & AGENCY AB (PUBL)

As Agent

Enclosed:

Schedule 1

Voting Form

Schedule 2

Power of Attorney/Authorisation

Schedule 3

Risk factors

VOTING FORM

Schedule 1

For the Written Procedure in Storskogen Group AB (publ) Maximum SEK 2,000,000,000 Senior Unsecured Callable Floating Rate Bonds 2024/2027.

The undersigned Bondholder or authorised person/entity (the "Voting Person"), votes either Foror Againstthe Request by marking the applicable box below. If a quorum does not exist in the Written Procedure, the Agent shall initiate a second Written Procedure provided that the Request has not been withdrawn by the Issuer. No quorum requirement will apply to such second Written Procedure. The undersigned Bondholder hereby confirms that this Voting Form shall, unless amended or withdrawn, constitute a vote also in a second Written Procedure (if any) pursuant to Clause 16.4.7 of the Terms and Conditions with respect to the Request.

NOTE: If the Voting Person is not registered as Bondholder, the Voting Person must enclose a Power of Attorney/Authorisation, see Schedule 2.

Capitalised terms used and not otherwise defined herein shall have the meanings assigned to them in the Notice of Written Procedure dated 26 June 2024.

For the Request

Against the Request

Name of the Voting Person:

Capacity of the Voting Person:

Bondholder:

Voting Person's reg.no/id.no

and country of incorporation/domicile:

1 authorised person:

2

Securities Account number at Euroclear Sweden AB: (if applicable)

Name and Securities Account number of custodian(s): (if applicable)

Nominal Amount voted for (in SEK):

Contact person, daytime telephone number and e-mail address:

_________________________	________________________
Authorised signature and Name 3	Place, date:

1. When voting in this capacity, no further evidence is required.
2. When voting in this capacity, the person/entity voting must also enclose a Power of Attorney/Authorisation (Schedule 2) from the Bondholder or other proof of authorisation showing the number of votes held on the Record Date.
3. If the undersigned is not a Bondholder and has marked the box "authorised person", the undersigned - by signing this document - confirms that the Bondholder has been instructed to refrain from voting for the number of votes cast with this Voting Form.