Senior secured floating rate bond loan On 21 June 2021 (First Issue Date) Fiven completed a 125 mEUR Senior Secured Sustainability-Linked Floating Rate Bond. The bonds carry an interest of EURIBOR + 6.85%. The interest is settled on a quarterly basis. The initial nominal amount of each initial bond is EUR 1 000. The maximum total nominal amount of the initial bonds is 70 mEUR. Provided that the incurrence test is met, the issuer may, at one or several occasions, issue subsequent bonds. During the term of the bond Fiven shall comply with a financial maintenance covenant prescribing a maximum leverage ratio of (a) 4.75:1 for the period from 21 June 2021 to (and including) the date falling one year after 21 June 2021 (b) 4.50:1 for the period from (but excluding) the date falling one year after 21 June 2021 to (and including) the date falling two years after 21 June 2021; and (c) 4.25:1 for the period from (but excluding) the date falling two years after 21 June 2021 to 21 June 2024 The Incurrence Test is met, if: a. The Leverage Ratio is equal to or less than: A. 3.00:1 for the period from 21 June 2021 to (and including) the date falling eighteen months after 21 June 2021; and B. 2:75:1 for the period from (but excluding) the date falling eighteen months after 21 June 2021 to (and including) 21 June 2024; and b. no Events of Default is continuing or would occur upon the incurrence or payment. Leverage ratio is the ratio of net interest-bearing debt to EBITDA. The descriptions of elements being included and excluded from the traditional EBITDA and net interest-bearing debt for covenant calculation is described in the bond agreement. The Issuer and any Group company may at any time, subject to applicable law, and at any price, purchase bonds. Bonds held by the issuer, or any Group Company may at the issuer's or such Group Company's discretion be retained or sold, but not cancelled. The issuer shall redeem all, but not only some, of outstanding Bonds in full on 21 June 2024 with an amount per Bond equal to the nominal amount together with accrued but unpaid interest plus any applicable Sustainability-Linked Redemption Premium. Applicable Sustainability-Linked Redemption Premium shall be equal to: a. the Maximum Sustainability-Linked Redemption Premium; less b. one third (1/3) of the Maximum-Linked Redemption Premium (rounded down to two decimals) for each KPI on the Target Observation Date, provided that the issuer no later than 15 days after the Target Observation Date publishes a Sustainability Performance Action Plan Review confirming that the Sustainability Performance Action Plan with respect to such KPI is viable and achievable as per the Target Observation Date. The Maximum Sustainability-Linked Redemption Premium is 0.50 percent of the nominal amount under the Bonds. Target Observation Date means thirty days prior to (a) 21 June 2024 or (b) such earlier date when the Bonds are redeemed in full. Sustainability Performance Action Plan means a plan setting out the means by which the Issuer intents to achieve its targets reducing by 2025 (a) CO2 emissions (relating to KPI 1) by 9.00 percent, (b) SO2 emissions (related to KPI 2) by 15.00 percent, and (c) water withdrawal (relating to KPI 3) by 10.00 percent in each case compared to 2019, and as further described in the Sustainability-Linked Bond Framework. The complete plan will not be made public but will be subjected to review by the External Reviewer (DNV GL) in accordance with the Sustainability Performance Action Plan Review. The review will be conducted on the latest available version of the Sustainability Performance Action Plan at the time, recognizing that the Sustainability Performance Action Plan will be updated as and when necessary. Sustainability-Linked Bond Framework means the framework adopted in June 2021 establishing the Group’s KPI’s and Sustainability Performance Targets in line with ICMA (International Capital Markets Association) SustainabilityLinked Bond Principles. The issuer may redeem all, but not only some, of the outstanding bonds in full: i. any time from and including 21 June 2021 to, but excluding, the first call date at an amount per bond equal to 103.425 percent of the nominal amount plus any applicable Sustainability-Linked Redemption Premium and the remaining interest payments up to, but excluding, the first call date, up to and including the first call date together with accrued but unpaid Interest; ii. any time from and including 21 June 2021 to, but excluding, the first business day falling 24 months after 21 June 2021 at an amount per bond equal to 103.425 percent of the nominal amount plus any applicable SustainabilityLinked Redemption Premium, together with accrued but unpaid Interest; iii. any time from and including the first business day falling 24 months after 21 June 2021 to, but excluding, the first business day falling 30 months after 21 June 2021 Fiven Annual Report 2021 Financial statements 63
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