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Bondholders’ meetings in Bayport by way of procedure in writing resolves on merging of bond loans and on amendment of merged bond loan

18 April 2016

Reference is made to the SEK 700 million bond loan with ISIN SE0004649713 issued on June 12, 2012, and the SEK 800 million bond loan with ISIN SE0005393477 issued on September 23, 2013, by Bayport Management Ltd.
In accordance with the terms and conditions for these bond loans at the request of Bayport Management Ltd, Intertrust CN (Sweden) AB acting in its capacity as agent for the bondholders has on 18 March summoned to two bondholders’ meetings by way of procedures in writing, with the purpose of approving (1) a bond merger whereby the bond loan issued in 2013 is merged into the bond loan issued in 2012 and (2) an alignment of the terms and conditions for the bond loan issued in 2012 (i.e., the combined bond loan after the proposed bond merger) with the terms and conditions for the maximum SEK 1.5 billion bond loan with ISIN SE0007577358 issued by the company on October 23, 2015. The last day to participate in the voting procedure was at 17:00 CET on 15 April 2016. Sufficient numbers of votes were obtained to form quorums and the relevant majority requirements were fulfilled to approve the bond merger and the alignment of the terms and conditions.

The resolutions passed at the bondholder’s meetings by way of procedure in writing are effective as of 15 April 2016. The resolutions are binding for all bondholders irrespective of whether they have participated in the procedures in writing. The bond merger will be implemented for CSD purposes as of April 26, 2016, whereby the aggregate outstanding nominal amount of the bond loan issued in 2012 will be increased with SEK 800 million and the bond loan issued in 2013 will be cancelled and cease to exist. The record date for the bond merger will be April 25, 2016, to the effect that holders, on April 26, 2016, will receive one new bond with ISIN SE0004649713 in exchange for each bond with ISIN SE0005393477 held on the record date.

All transactions in the relevant bonds must be settled no later than on April 25, 2016 (note that the last trading date in order to achieve settlement is normally 2 business days before the settlement date).

The bond loan issued in 2013 will be delisted from Nasdaq Stockholm in connection with it being cancelled. The company will prepare a listing prospectus and apply for listing on Nasdaq Stockholm of the increased amount of the bond loan issued in 2012. Such listing is expected to occur in the beginning of May 2016.

The formal notice of the outcome together with the revised terms and conditions for the bond merger and the alignment of the terms and conditions has been sent by ordinary mail to direct registered bondholders and registered authorized nominees in accordance with the terms and conditions of the bond loans. The revised terms and conditions for the combined bond loan after the bond merger and the alignment of the terms and conditions will be made available on the company’s website (www.bayportfinance.com). They are also made available at the agent’s website.

Terms and Conditions 20122017 As Amended 15 April 2016

Please direct any questions that you may have:

In relation to the Agent:

Intertrust CN (Sweden) AB

Contact: Anna Litewka
Telephone: +46 8 402 72 11
Email: [email protected]

In relation to the bond merger implementation

Bayport Management Ltd

Contact: David Rajak, Capital Markets Executive
Telephone: +27 11 236 7300
Email: [email protected]

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