Common use of The Business Manager Clause in Contracts

The Business Manager. The Business Management Agreement is continual and may be terminated after the earlier of (i) the date that is five years after the date of signing of the Business Management Agreement and (ii) the date on which 2/3 of the shareholders of the Company request it. Termination of the Business Management Agreement after five years as mentioned in (i) shall require 12 months written notice. In the event of termination as mentioned in (ii), such termination shall enter into effect immediately. The Business Manager shall receive a payment of SEK 1,200,000 p.a., excl. VAT, 2017 (annualised) in consideration for its services rendered as Business Manager. In addition, the Business Manager shall receive a start-up fee of SEK 250,000 excl. VAT (non-recurring item). If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust the fixed fee in accordance therewith. The fees shall be adjusted annually by 100% of the change in CPI, with the first such adjustment taking place in January 2018. The first adjustment shall be based on the index value as of October 2017, with reference to the index value as of October 2016. If the change in CPI is negative, no adjustment is to be done. Any duties not specified in the agreement, or carried out after the expiry of the agreement, shall be compensated at the standard hourly rates of the Business Manager, which are currently between SEK 950 and 1,500, excl. VAT. Furthermore, the Business Manager shall receive consideration based on the said hourly rates for the administration of tender processes for the joint procurement of goods and services from the Business Manager’s contractors. If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust fees in accordance therewith. There shall for certain supplementary duties be agreed a separate fee based on market terms. Examples of such supplementary duties are: (a) coordination of construction projects; (b) renegotiation/renewal of lease agreements; (c) assistance in connection with the conclusion of new contracts involving the use of external advisors; (d) restructuring of the Group; (e) assistance in connection with insured damage; and (f) inspection of the Portfolio and reporting to the Group, with assessment of the technical status and issues that need to be raised with tenants in relation to the tenant maintenance obligation. The fee for these supplementary duties shall when it is possible to do so be agreed with the Board of Directors of the Company prior to the commencement of the work. The amount shall fall due for payment once the supplementary duty or duties has/have been completed. The Business Manager is authorised to appoint, for the account of the Group, advisors whenever this is assumed to be in the interest of the Group or their owners. The Group shall cover the following costs directly and for their own account: (a) audit expenses; (b) expenses relating to professional assistance, including assistance from accountants or lawyers; (c) costs relating to external assistance in updating the register of shareholders, e.g. fees to Euroclear Sweden AB, Aksjeservice and any other providers of such services; (d) external costs in connection with lease or sale; (e) assistance relating to health, environment and safety, as well as assessments and inspections relating to building matters and technical matters, maintenance, repair, upgrades, etc.; (f) necessary travel, subsistence, meeting and entertainment expenses; (g) other direct and indirect costs incurred by the Business Manager in relation to work outside the scope of the Business Manager’s duties as specified under items (a) to (o) of Clause 1 of the agreement; and (h) other costs that are directly attributable to the Group companies. The Business Management Agreement is available from the Manager upon request.

The Business Manager. The Business Management Agreement is continual and may be terminated after the earlier of (i) the date that is five years after the date of signing of the Business Management Agreement and (ii) the date on which 2/3 of the shareholders of the Company request it. Termination of the Business Management Agreement after five years as mentioned in (i) shall require 12 months months’ written notice. In the event of termination as mentioned in (ii), such termination shall enter into effect immediately. The Business Manager shall receive a payment of SEK 1,200,000 1,515,000 p.a., excl. VAT, 2017 (annualised) in consideration for its services rendered as Business Manager. In addition, the Business Manager shall receive a start-up fee of SEK 250,000 excl. VAT (non-recurring item). If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust the fixed fee in accordance therewith. The fees shall be adjusted annually by 100% of the change in CPI, with the first such adjustment taking place in January 2018. The first adjustment shall be based on the index value as of October 2017, with reference to the index value as of October 2016. If the change in CPI is negative, no adjustment is to be done. Any duties not specified in the agreement, or carried out after the expiry of the agreement, shall be compensated at the standard hourly rates of the Business Manager, which are currently between SEK 950 1,600 and 1,5002,500, excl. VAT. Furthermore, the Business Manager shall receive consideration based on the said hourly rates for the administration of tender processes for the joint procurement of goods and services from the Business Manager’s contractors. If other reporting obligations are imposed on the Business Manager by government authorities, or if there are material changes in the lease structure, the Business Manager shall be entitled to adjust fees in accordance therewith. There shall for certain supplementary duties be agreed a separate fee based on market terms. Examples of such supplementary duties are: (a) coordination of construction projects; (b) renegotiation/renewal of lease agreements; (c) assistance in connection with the conclusion of new contracts involving the use of external advisors; (d) restructuring of the Group; (e) assistance in connection with insured damage; and (f) inspection of the Portfolio and reporting to the Group, with assessment of the technical status and issues that need to be raised with tenants in relation to the tenant maintenance obligation. The fee for these supplementary duties shall when it is possible to do so be agreed with the Board of Directors of the Company prior to the commencement of the work. The amount shall fall due for payment once the supplementary duty or duties has/have been completed. The Business Manager is authorised to appoint, for the account of the Group, advisors whenever this is assumed to be in the interest of the Group or their owners. The Group shall cover the following costs directly and for their own account: (a) audit expenses; (b) expenses relating to professional assistance, including assistance from accountants or lawyers; (c) costs relating to external assistance in updating the register of shareholders, e.g. fees to Euroclear Sweden AB, Aksjeservice and any other providers of such services; (d) external costs in connection with lease or sale; (e) assistance relating to health, environment and safety, as well as assessments and inspections relating to building matters and technical matters, maintenance, repair, upgrades, etc.; (f) necessary travel, subsistence, meeting and entertainment expenses; (g) other direct and indirect costs incurred by the Business Manager in relation to work outside the scope of the Business Manager’s duties as specified under items (a) to (o) of Clause 1 of the agreement; and (h) other costs that are directly attributable to the Group companies. The Business Management Agreement is available from the Manager upon request.