Notice to bondholders in senior secured bonds issued by Gefion Group Holdco ApS 

To the bondholders in senior secured bonds with ISIN NO 001 083428.6 (NOK Bonds), ISIN NO 001 083427.8 (Temporary NOK Bonds), ISIN SE 0011788272 (SEK Bonds), ISIN NO 001 083429.4 (EUR Bonds) and ISIN NO 001 083429.4 (Temporary EUR Bonds)  (the “Bonds”) issued by Gefion Group Holdco ApS (the “Issuer”) on 7 November 2018

A Norwegian translation will follow the English text in the full notice which can be downloaded as per below. In case of any inconsistency between the English text and the Norwegian translation, the English text shall prevail.

Notice to Bondholders

Intertrust (Norway) AS (the “Trustee”) is acting as Trustee on behalf of the bondholders under the terms and conditions relating to the Bonds dated 11 December 2018 (the “Terms and Conditions”).

Capitalized terms not otherwise defined in this notice shall have the meaning given to them in the Terms and Conditions.

In light of circumstances related to the former Arranger of the Bonds, the Trustee has in accordance with a legal assessment made, found it necessary to arrange for an amendment of the definition of “Arranger” in the Terms and Conditions, for the Issuer to maintain its opportunity to issue Subsequent Bonds under the Terms and Conditions.

Due to that Camilla Dalum and Erik Bjønnes no longer is employed with Gefion Group A/S, the contact information under the Terms and Conditions Clause 31.1.1 (b) should be replaced with the following:

                Gefion Group Holdco ApS

                Att. Jacob Kruse Rasmussen and Jens Rytter

                c/o Gefion Group A/S

                Østergade 1, 1.

                DK-1100 København K

                E-mail: [email protected] and [email protected]

Pursuant to the Terms and Conditions cl. 25.1 (a), the Issuer and the Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents provided that such amendment is not detrimental to the interest of the Bondholders as a group in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes.

The Issuer and the Trustee are of the opinion that the Terms and Conditions cl. 25.1 (a) is applicable for amending the definition of Arranger and the definition of Parent in the Terms and Conditions.

The Amended and Restated Terms and Conditions is attached hereto as Schedule 1.

For further information, please contact:

For the Trustee:

Eleonore Foss

Intertrust (Norway) AS

Mail: [email protected]

Phone: +47 958 14 513

Andreas W. Hennyng

Intertrust (Norway) AS

Mail: [email protected]

Phone: +47 971 87 151