Voorwaarden van de Nieuwe Converteerbare Obligaties

De voorwaarden van de Nieuwe Converteerbare Obligaties zijn beschikbaar zowel in een Nederlandse als een Engelse versie. In geval van eventuele discrepanties tussen de Nederlandse en de Engelse versies, moet de Nederlandse versie van de bepalingen en voorwaarden worden geïnterpreteerd overeenkomstig de Engelse versie.

TERMS AND CONDITIONS OF THE BONDS

The following, subject to amendment, is the text of the Terms and Conditions of the Bonds.

The issue of the up to €131,500,000 4.5 per cent. Second Ranking Secured Convertible Bonds due 2024/2026 (the “Bonds”) was authorised by resolutions of the board of directors of Biocartis Group NV (the “Issuer” or “Topco”) with LEI number 549300J4HOJL5KG8HY54, passed on 26 October 2022. The Bonds are jointly and severally guaranteed by the initial Guarantors (as defined below), which were authorized by resolutions of the board of directors of each initial Guarantor passed on or before 18 October 2022. The Bonds have the benefit of certain security as set out in Condition Schedule 1Part 12(b) and are subject to the terms of the Intercreditor Agreement (as defined below). The Bonds are constituted by a trust deed dated 28 October 2022 (the “Trust Deed”) between the Issuer, the initial Guarantors and GLAS Trustees Limited (the “Trustee”, which expression shall include all persons appointed as the trustee or trustees under the Trust Deed from time to time) as trustee and representative (vertegenwoordiger / représentant within the meaning of Article 7:63, §1 of the Belgian Code of Companies and Associations) for the holders (as defined below) of the Bonds. The statements set out in these Terms and Conditions (the “Conditions”) include summaries of, and are subject to, the detailed provisions of the Trust Deed.

The Bonds are issued subject to (i) the Paying and Conversion Agency Agreement dated on or about 28 October 2022 (the “Agency Agreement”) relating to the Bonds between the Issuer, the initial Guarantors, the Trustee and Belfius Bank SA/NV (the “Paying and Conversion Agent” which expression shall include any successor as Paying and Conversion Agent under the Agency Agreement), (ii) the service contract for the issuance of fixed income securities (the “Clearing Services Agreement”) dated on or about the First Closing Date between the Issuer, Belfius Bank SA/NV and the National Bank of Belgium (the “NBB”), and (iii) the Calculation Agency Agreement (the “Calculation Agency Agreement”) dated 28 October 2022 between the Issuer, the initial Guarantors, the Trustee and Conv-Ex Advisors Limited (the “Calculation Agent”, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) whereby the Calculation Agent has been appointed to make certain calculations in relation to the Bonds.

Copies of each of the Trust Deed, the Intercreditor Agreement (as defined below), the Agency Agreement, the Clearing Services Agreement, the Calculation Agency Agreement and the Articles of the Issuer are available for inspection during normal business hours at the registered office of the Trustee (being at the First Closing Date (as defined below) at 00 Xxxxxxx Xxxx, Xxxxx 0 Xxxx, Xxxxxx, XX0X 0XX), and at the specified offices of each of the Paying and Conversion Agent and the Calculation Agent. The Bondholders (as defined below) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions of the Intercreditor Agreement, the Agency Agreement, the Calculation Agency Agreement, the Clearing Services Agreement and the Articles of the Issuer applicable to them.

Capitalised terms used but not defined in these Conditions shall have the meanings provided in the Trust Deed unless the context otherwise requires or unless otherwise stated.

1. Form, Denomination, Title, Status and Guarantee

(a) Form and Denomination

The Bonds are in dematerialised form in accordance with the Belgian Code of Companies and Associations. The Bonds will be represented by book-entry in the records of the securities settlement system operated by the NBB or any successor thereto (the “NBB-SSS”). The Bonds can be held by their holders through participants in the NBB-SSS, including Euroclear, Clearstream and through financial intermediaries which in turn hold the Bonds through Euroclear or Clearstream, or other participants in the NBB-SSS. The Bonds are accepted for settlement through the NBB-SSS and are accordingly subject to the applicable Belgian settlement regulations, including the Belgian Law of 6 August 1993 on transactions in certain securities, its implementing Belgian Royal Decrees of 26 May 1994 and 14 June 1994 and the rules of the NBB-SSS and its annexes, as issued or modified by the NBB from time to time (the laws, decrees and rules mentioned in these Conditions being referred to herein as the “NBB-SSS Regulations”). Title to the Bonds passes by account transfer. The holder of a Bond will not be entitled to exchange the Bonds in bearer form.

Bonds may be held (at all times) only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction and compensation of withholding tax in accordance with chapter I of the Belgian Law of 6 August 1993 in relation to transactions with certain securities, holding (at all times) their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the NBB- SSS. Holders of Bonds are not entitled to convert the form of the Bonds into bearer form.

Payments of principal, interest and other sums due under the Bonds will be made in accordance with the NBB-SSS Regulations through the NBB. Bondholders are entitled to claim directly against the Issuer any payment which the Issuer has failed to make and to exercise the rights they have, including exercising Conversion Rights (as defined below), voting rights, making requests, giving consents and other associative rights (as defined in the Belgian Code of Companies and Associations) against the Issuer upon submission of an affidavit drawn up by the NBB, Euroclear, Clearstream or any other participant duly licensed in Belgium to keep dematerialised securities accounts showing such holder’s position in the Bonds (or the position held by the financial institution through which such holder’s Bonds are held with the NBB, Euroclear, Clearstream or such other participant, in which case an affidavit drawn up by that financial institution will also be required).

If at any time the Bonds are transferred to another clearing system not operated or not exclusively operated by the NBB, these provisions shall apply mutatis mutandis to such successor clearing system and successor.

The Bonds shall be denominated (a) in the case of Bonds issued on the First Closing Date, in principal amounts of €1,000 each, provided that the principal amount of each Bond may be decreased by denominations of €0.01 following a Mandatory Conversion in accordance with Condition 6(b) hereof, and (b) in the case of Bonds issued on the Second Closing Date, in denominations of €900 each, and, provided further, that each Bondholder shall subscribe for a minimum principal amount of

€100,000 of the Bonds. Bonds may only be settled in principal amounts equal to those denominations and integral multiples in excess thereof. Regardless of the denomination of the Bonds, a Bondholder may not and must ensure that it will not, at any time, hold Bonds of which the principal amount is, in aggregate, below

€100,000.

(b) Title

Title to the Bonds while in dematerialised form will pass by account transfer. Title to the Bonds while in registered form will pass by registration in the Register. The holder (as defined below) of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or its theft or loss and no person will be liable for so treating the holder. Notwithstanding anything to the contrary in these Conditions, holders of Bonds are not entitled to convert the form of the Bonds into registered or bearer form.

The Bonds constitute direct obligations of the Issuer, secured in the manner provided in Condition Schedule 1Part 12(b) and subordinated to the Senior Liabilities in accordance with the terms of the Intercreditor Agreement. By virtue of the Intercreditor Agreement, the Bonds are in practice subordinated to the Senior Liabilities in respect of enforcement against assets subject to the Transaction Security. The Bonds rank pari passu and rateably, without any preference among themselves.

(d) Guarantee

Each of the initial Guarantors has, on a joint and several basis and pursuant to the Trust Deed, unconditionally and irrevocably guaranteed the due and punctual performance by the Issuer of all its payment and other obligations in respect of the Trust Deed and the Bonds (the “Guarantee”). The obligations of each initial Guarantor under the Trust Deed constitute direct, unconditional and secured obligations of such Guarantor and are subordinated to the Senior Facility Liabilities.

The initial Guarantors are Biocartis NV and the US Subsidiary.

Topco will cause each Material Subsidiary (to the extent that it is not a party to the Trust Deed or any Supplemental Trust Deed or has not granted security as described

below) to (i) execute and deliver to the Trustee a deed supplemental to the Trust Deed (a “Supplemental Trust Deed”) pursuant to which such member of the Group will guarantee the payment of the Bonds and (ii) if required by the Security Agent, acting reasonably, grant security over its assets either by executing an appropriate security document on the terms approved by the Security Agent which grants second-ranking security over its assets of the same or similar scope as the Transaction Security Documents and priority as set forth in the Intercreditor Agreement within the shortest of:

(i) ten (10) Business Days in London and Brussels of becoming a Material Subsidiary pursuant to paragraph (i) of the definition of Material Subsidiary;

(ii) twenty (20) Business Days in London and Brussels of the applicable audited financial statements or semi-annual financial reports being duly delivered pursuant to paragraph 2 (Information Undertakings) of Schedule 1 (Undertakings) pursuant to which that Subsidiary becomes a Material Subsidiary within the meaning of paragraphs (ii) or (iii) of the definition of Material Subsidiary; or

(iii) thirty (30) Business Days in London and Brussels of becoming a member of the Group.

Each member of the Group that guarantees the Bonds after the First Closing Date upon execution of the applicable Supplemental Trust Deed will be a “Guarantor”.

2. Covenants and Security Arrangements

(a) Covenants

(i) So long as any Bond remains outstanding (as defined in the Trust Deed), the Issuer (and, as applicable, any Guarantor) will be required to comply with the undertakings described in Schedule 1 (Undertakings).

(ii) The Trustee shall only give its consent to any exception to the undertakings described in Schedule 1 (Undertakings) if it is satisfied that the interests of the Bondholders will not be materially prejudiced thereby and subject to it being indemnified, prefunded and/or secured to its satisfaction. In giving any consent to any exception to the foregoing, the Trustee may require the Issuer and the Guarantors to make such modifications or additions to the provisions of the Bonds, the Trust Deed or the other Transaction Documents, and may impose such other conditions or requirements as the Trustee may deem expedient (in its sole discretion) in the interests of the Bondholders.

(b) Security

The obligations of the Issuer and Guarantors under the Bonds and the Trust Deed are secured in favour of the Security Agent for the benefit of itself and as representative of the Senior Creditors and the Bondholders by:

(i) a Belgian law governed share pledge over 100 per cent. of the share capital of Biocartis NV to be granted by Xxxxx;

(ii) a Belgian law governed omnibus pledge agreement to be granted by Xxxxx;

(iii) a Belgian law governed omnibus pledge agreement to be granted by Biocartis NV;

(iv) a New York law governed share pledge over 100 per cent. of the share capital of the US Subsidiary to be granted by Xxxxx;

(v) a New York law governed security agreement to be granted by the US Subsidiary;

(vi) any security document required to be executed by a Material Subsidiary pursuant to Condition 1(d);

(vii) any other security document entered into by the Issuer and/or the Guarantors required to be delivered to the Security Agent in accordance with the Trust Deed;

(viii) any “Transaction Shared Security Document” (as defined in the Intercreditor Agreement); and

(ix) any other document entered into by any of the Issuer and the Guarantors creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Issuer and the Guarantors under any of the Second Lien Bonds Finance Documents.

in each case pursuant to, and as more particularly described in, the Trust Deed.

The property and documents specified above are referred to in these Conditions as the “Secured Property” and the “Transaction Security Documents” respectively, and the Security created thereby is referred to as the “Transaction Security”.

Neither the Trustee nor the Security Agent has any responsibility for the value of, nor for any loss, diminution in value or theft of, all or part of the Transaction Security.

On or prior to the First Closing Date, the Trustee on behalf of the Bondholders will accede to an intercreditor agreement (the “Intercreditor Agreement”) made between, among others, the Facility Agent, the Security Agent, KBC, the Issuer and the Debtors.

The Intercreditor Agreement will provide, among other things, (1) that the Senior Liabilities shall rank in right and priority of payment pari passu and without any preference between them, (2) the Second Lien Bonds Liabilities are postponed and subordinated to the Senior Liabilities, (3) the Transaction Security shall rank and secure the Senior Liabilities ahead of the Second Lien Bonds Liabilities, (4) the conditions under which the parties thereto will consent to the release of their respective Security, and (5) the conditions under which the parties thereto will be entitled to enforce their respective rights with respect to the Secured Property and the indebtedness secured thereby.

In accordance with the Intercreditor Agreement, the Security Agent shall release the Transaction Security, on the written instructions of the Facility Agent and the Trustee, if it determines that:

(i) (x) all of the Secured Obligations secured by the Security Documents have been fully and finally discharged; and (y) no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Debtor pursuant to the Debt Documents;

(ii) disposal of the Secured Property is a Non-Distressed Disposal; or

(iii) disposal of the Secured Property is a Distressed Disposal or an Appropriation, except if, prior to the Senior Discharge Date, the subject disposal is being effected at a time when the Trustee is entitled to give, and have given instructions to enforce the Transaction Security in accordance with the Intercreditor Agreement.

The Intercreditor Agreement will provide that all payments received and all amounts held by the Security Agent in respect of the Secured Property (including net proceeds of each Distressed Disposal and excluding proceeds of a Non- Distressed Disposal) will be applied in the order as follows:

(i) in discharging any sums owing to the Security Agent, any Receiver or any Delegate;

(ii) in discharging all costs and expenses incurred by any Primary Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of the Intercreditor Agreement or any action taken at the request of the Security Agent under the Intercreditor Agreement;

(iii) in payment or distribution to (A) the Facility Agent on its own behalf and on behalf of the other Senior Facility Creditors, provided that such amounts shall be limited to amounts up to a cap of €30,000,000 for application, in accordance with the terms of the Senior Facility Finance Documents, towards the discharge of the Senior Facility Liabilities; and (B) KBC for application (in accordance with the terms of the KBC Finance Documents) towards discharge of the KBC Liabilities, in each case, on a pro rata basis;

(iv) in payment or distribution to the Facility Agent on its own behalf and on behalf of the other Senior Facility Creditors for application, in accordance with the terms of the Senior Facility Finance Documents, towards the discharge of the Senior Facility Liabilities;

(v) in payment or distribution to the Trustee on its own behalf and on behalf of the other Second Lien Bonds Creditors for application (in accordance with the terms of the Second Lien Bonds Finance Documents) towards the discharge of the Second Lien Bonds Liabilities;

(vi) if none of the Debtors is under any further actual or contingent liability under any Senior Finance Document or Second Lien Bonds Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Debtor; and

(vii) the balance, if any, in payment or distribution to the relevant Debtor.

The Intercreditor Agreement will provide that, if any proceeds of a Non-Distressed Disposal are required to be applied in mandatory prepayment of the Senior Liabilities or Liabilities owed by the Debtors to the Bondholders under the Bonds, all payments received and all amounts held by the Security Agent from proceeds of a Non-Distressed Disposal will be applied in the order as follows:

(i) first, towards payment of the Senior Liabilities in accordance with the terms of the Senior Finance Documents; and

(ii) then, towards payment of Liabilities owed by the Debtors to the Bondholders under the Bonds in accordance with the Trust Deed.

Subject to the Intercreditor Agreement, the Security Agent will initially act as security agent under the Intercreditor Agreement and the Transaction Security Documents. The Security Agent, acting in its capacity as such, shall have such duties with respect to the Security pledged, assigned or granted pursuant to the Intercreditor Agreement and the Security Documents as are set forth in these Conditions, the Trust Deed, the Intercreditor Agreement and the Security Documents. Under certain circumstances, the Security Agent may have obligations under the Intercreditor Agreement and the Security Documents that are in conflict with the interests of the Bondholders. The Security Agent will be under no obligation to exercise any rights or powers conferred under these Conditions, the Trust Deed, the Intercreditor Agreement or any of the Security Documents for the

benefit of the Bondholders unless such Bondholders have offered to the Security Agent indemnity, prefunding and/or security reasonably satisfactory to the Security Agent against any loss, liability or expense. Furthermore, each holder of the Bonds, by accepting the Bonds will agree for the benefit of the Security Agent that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in connection with the Security Documents and has not relied on and will not at any time rely on the Security Agent in respect of such risks.

(d) Application

Pursuant to the Trust Deed and subject to the Intercreditor Agreement, the Trustee shall apply all moneys received by it under the Transaction Documents (including amounts realised upon enforcement of any Transaction Security) as follows:

(i) first, in payment or satisfaction of the liabilities, and properly incurred fees, costs, charges and expenses of or payable to the Trustee or any receiver or Appointee (as defined in the Trust Deed) of the Trustee in preparing and performing the trusts constituted by, and in carrying out or exercising its rights, powers, duties, discretions and authorities under the Trust Deed and/or the other Transaction Documents (including holding and enforcing the Transaction Security and including any taxes required to be paid in connection therewith, the costs of realising any Secured Property and the remuneration and expenses of the Trustee and any receiver or any Appointee appointed by it);

(ii) second, in payment of all liabilities incurred and all costs, charges, fees and expenses properly incurred by any Paying and Conversion Agent or the Calculation Agent in carrying out their respective functions under the Transaction Documents;

(iii) third, in or towards payment or discharge or satisfaction pari passu of all amounts due and payable to the Bondholders in respect of the Bonds and pursuant to the Trust Deed; and

(iv) fourth, in payment of any balance to the Issuer for itself.

3. Definitions

In these Conditions, unless otherwise provided:

“Acceptable Bank” means:

(i) a bank or financial institution which is organized or licensed under the laws of an OECD Country, which has a rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa3 or higher by Moody’s Investors Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(ii) any other bank or financial institution approved by the Trustee (acting on the instructions of the Bondholders).

“Additional Amount” has the meaning provided in Condition 9.

“Additional Shares” means (i) in the case of Shares issued pursuant to the adjustment of the Bondholder Conversion Option Conversion Price following a Bondholder Conversion Option, such Shares issued pursuant to paragraph 5 (Retroactive Adjustments) of Schedule 2 (Equity Conversion), and (ii) in the case of Shares issued pursuant to the adjustment of the Mandatory Conversion Price following a Mandatory Conversion, such Shares issued pursuant to Condition 6(b), the meaning assigned to “Additional Ordinary Shares” under the terms and conditions of the Existing Convertible Bonds.

“Additional Shares Delivery Date” has the meaning provided in Condition 6(b)(iii).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agency Agreement” has the meaning provided in the preamble.

“Annual Financial Statements” means the annual audited financial statements for a financial year delivered in accordance with the provisions of paragraph 2(a) (Financial Statements) of Schedule 1 (Undertakings).

“Appropriation” means the appropriation (or similar process) of the shares in the capital of a member of the Group (other than the Issuer) by the Security Agent (or any Receiver or Delegate) which is effected (to the extent permitted under the relevant Security Document and applicable law) by enforcement of the Transaction Security.

“Articles of the Issuer” means the Articles of Association (statuten / statuts) of the Issuer, as amended or replaced from time to time.

“Available Amount” means, at any time and without double counting, €4,500,000 minus

(i) the aggregate principal amount of Financial Indebtedness outstanding at such time that is owed by a member of the Group that is not the Issuer or any of the Guarantors to the Issuer or any of the Guarantors, minus (ii) the fair market value of Cash, Cash Equivalents and other assets that has been, since the date of the Trust Deed, contributed by the Issuer or any of the Guarantors to any member of the Group that is not the Issuer or any of the Guarantors or that has been the consideration paid by the Issuer or any of the Guarantors to any member of the Group that is not the Issuer or any of the Guarantors in respect of a Permitted Share Issue, minus (iii) the fair market value of Cash, Cash Equivalents and other assets that has been, since the date of the Trust Deed, disposed of by the Issuer or any of the Guarantors to any member of the Group that is not the Issuer or any of the Guarantors less the fair market value of aggregate of any consideration paid to the Issuer or any of the Guarantors by such member of the Group that is not the Issuer or any of the Guarantors in respect of such assets, provided that if any member of the Group becomes a Guarantor after the date of the Trust Deed, the fair market value of the Cash, Cash Equivalents and other

assets that reduces the Available Amount pursuant to clauses (ii) and (iii) shall be deemed to be zero while such entity is a Guarantor.

“Belgian Civil Code” means the Belgian Oud Burgerlijk Wetboek/Ancien Code Civil as amended and/or replaced from time to time.

“Belgian Code of Companies and Associations” means the Belgian Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations, as amended or replaced from time to time.

“Biocartis NV” means Biocartis NV, a limited liability company organised under the laws of Belgium, registered with the legal entities register (Antwerp, division Mechelen) under enterprise number 0827.475.227 and with its registered address at Xxxxxxxx xx Xxxxxxxxx 00X, 0000 Xxxxxxxx, Xxxxxxx.

“Blocked Bondholder Notice” has the meaning provided in paragraph 3(b) of Schedule 2 (Equity Conversion).

“Bondholder” or “holder” means:

(i) in respect of Bonds in dematerialised form, the holder from time to time of such Bond as determined by reference to the records of the NBB-SSS or its participants or sub-participants and the affidavits referred to in Condition 1; and

(ii) in respect of a Bond in registered form, the person in whose name that Xxxx is registered in the Register.

“Bondholder Conversion Election Date” has the meaning provided in paragraph 2(b) of Schedule 2 (Equity Conversion).

“Bondholder Conversion Option” has the meaning provided in paragraph 2(a) of Schedule 2 (Equity Conversion).

“Bondholder Conversion Option Conversion Price” means (i) 1.50 multiplied by (ii) the lowest price per Share at which Shares are sold to investors in the Required Topco Equity Offering, and as adjusted in accordance with paragraph 4 (Adjustment of Bondholder Conversion Option Price) of Schedule 2 (Equity Conversion), as determined by the Calculation Agent in accordance with Schedule 2 (Equity Conversion).

“Bondholder Conversion Option Exercise Notice” has the meaning provided in paragraph 2(b) of Schedule 2 (Equity Conversion).

“Bondholder Conversion Option Period” has the meaning provided in paragraph 2(a) of Schedule 2 (Equity Conversion).

“Bondholder Conversion Settlement Date” has the meaning provided in paragraph 22(f) of Schedule 2 (Equity Conversion).

“Bonds” has the meaning provided in the preamble.

“Business Day” means, in relation to any place, a day (other than a Saturday or Sunday)

(i) on which the NBB-SSS is operating, (ii) on which commercial banks and foreign exchange markets are open for business in that place, and (iii) (if payment in euro is to be made on that day), which is a TARGET Business Day.

“Calculation Agency Agreement” has the meaning provided in the preamble. “Calculation Agent” has the meaning provided in the preamble.

“Capacity Expansion Line” means one or more (secured or unsecured) financing lines (in the form of investment credit, leasing or otherwise, in any combination) for the purpose of financing the maintenance, renewal, build-out and/or expansion of the Group’s manufacturing facilities (including production moulds and production lines).

“Cash” means:

(i) cash in hand; and

(ii) any credit balance on any current, savings or deposit account with any bank or financial institution that is freely repayable on demand.

“Cash Equivalents” means:

(i) any cash equivalent pursuant to Relevant GAAP;

(ii) debt securities denominated in EUR, GBP or USD which are not convertible into any other form of security, rated or issued by any person rated Baa1 or better by Moody’s or BBB+ or better by S&P and not issued or guaranteed by any member of the Group;

(iii) debt securities rated P-3 by Moody’s or A-3 or better by S&P and not issued or guaranteed by any member of the Group;

(iv) certificates of deposit denominated in EUR, GBP or USD issued by, and acceptances so denominated by, banking institutions authorised under applicable legislation which at the time of making such issue or acceptances, have outstanding debt securities rated as provided in paragraph (ii) above; and

(v) such other securities (if any) as are approved as such in writing by the Trustee (acting on the instructions of the Bondholders), which, in each case, have no more than twelve (12) months to final maturity or, if of a longer final maturity, are convertible into Cash on not more than thirty (30) days’ notice.

a “Change of Control” means

(i) an offer is made by any person to all (or substantially all) of the Shareholders other than the offeror and/or any parties acting in concert (as defined in Article 3, paragraph 1, 5 of the Belgian Law of 1 April 2007 on public takeover bids, as amended) with the offeror and/or any parties acting in concert, to acquire all or a majority of the issued ordinary share capital of Topco (or a majority of the issued ordinary share capital of Topco not held by such offeror or any parties acting in concert) (the period for such offer being closed, the definitive results of such offer having been announced and such offer having become unconditional in all respects) and the offeror has acquired, or, following the publication of the results of such offer by the offeror, is entitled (such entitlement being unconditional and not being subject to any discretion of the offeror as to whether to exercise it or not) to acquire as a result of such offer, post-completion thereof, ordinary shares or other voting rights in Topco so that it has the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Shareholders, whereby the date on which the Change of Control shall be deemed to have occurred shall be the date of the publication by the offeror of the results of the relevant offer (and for the avoidance of doubt prior to any reopening of the offer in accordance with Article 42 of the Belgian Royal Decree of 27 April 2007 (as amended) on takeover bids);

(ii) any other person or group of persons acting in concert (as defined in Article 3, paragraph 1, 5° of the Belgian Law of 1 April 2007 on public takeover bids, as amended) other than any lender or lenders under the Senior Facilities Agreement, alone, acting together or with or through their respective Affiliates, gains directly or indirectly control of Topco;

(iii) the sale of all or substantially all of the assets of the Group to persons who are not members of the Group (whether in a single transaction or a series of related transactions) provided that a disposition of the Idylla Platform shall be deemed to constitute all or substantially all of the assets of the Group within the meaning of this paragraph (iii); or

(iv) Topco ceases to directly hold 100% of the share capital of Biocartis NV.

“Change of Control Period” means the period commencing on the occurrence of a Change of Control and ending 20 calendar days following the Change of Control.

“Change of Control Put Event Notice” has the meaning provided in Condition 7(d).

“Change of Control Resolutions” means one or more resolutions duly adopted at a general meeting of the shareholders of the Issuer approving and confirming the provisions of Clause 23.18 (Change of Control) of the Senior Facilities Agreement and similar provisions in accordance with Article 7:151 of the Belgian Code of Companies and Associations.

“Clearing Services Agreement” has the meaning provided in the preamble.

“Clearstream” means Clearstream Banking Frankfurt.

“Closing Price” means in respect of a Share, Security or, as the case may be, option, warrant or other right or asset on any Trading Day, the closing price on the Exchange on such Trading Day as published by or derived from Bloomberg page HP (or any successor ticker page) (setting ‘Last Price’, or any other successor setting and using values not adjusted for any event occurring after such Trading Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF page, or any successor or similar setting, switched off) in respect of such Share, Security or, as the case may be, option, warrant or other right or asset in respect of the Exchange therefor (all as determined by the Calculation Agent) (and for the avoidance of doubt such Bloomberg page for the Shares as at the date of the Trust Deed is BCART BB Equity HP), if available or, in any other case, such other source as shall be determined in good faith to be appropriate by an Independent Adviser retained for this purpose by the Issuer, in respect of such Trading Day, provided that:

(i) if on any such Trading Day (the “Affected CP Trading Day”) such price is not available or cannot otherwise be determined by the Calculation Agent as provided above, the Closing Price of a Share, Security or, as the case may be, option, warrant or other right or asset in respect of such Trading Day shall be the Closing Price, determined by the Calculation Agent as provided above, on the immediately preceding Trading Day on which the same can be so determined, or, if such immediately preceding Trading Day falls prior to the fifth day before the Affected CP Trading Day, the Closing Price in respect of such Trading Day shall be considered to be not capable of being determined pursuant to this paragraph (i); and

(ii) if the Closing Price cannot be determined as aforesaid, the Closing Price of a Share, Security or, as the case may be, option, warrant or other right or asset shall be determined as at the Affected CP Trading Day by an Independent Adviser in such manner as it shall determine in good faith to be appropriate.

“Compliance Certificate” means a certificate substantially in the form set out in the Schedule 3 to the Trust Deed (Form of Compliance Certificate).

“Conditions” has the meaning given in the preamble.

“Conversion Amount” means, in respect of Bonds that are being converted pursuant to Schedule 2 (Equity Conversion), the sum of

(i) the principal amount of such Bonds or, solely in the case of a conversion pursuant to Paragraph Schedule 1Part 11 (Change of Control) of Schedule 2 (Equity Conversion), the Redemption Price determined in accordance with Schedule 3 (Redemption Price), expressed as a percentage of the principal amount of such Bonds and multiplied by such principal amount; and

(ii) accrued and unpaid interest on such Bonds to (but excluding) the Bondholder Conversion Election Date (net of any required Tax Deduction, if any (with such Tax Deduction being notified by the Issuer to the Calculation Agent)),

all as calculated by the Calculation Agent.

“Conversion Right” means the right to exercise the Bondholder Conversion Option.

“Conversion Shares” means such Shares to be issued by the Issuer upon conversion of the Bonds pursuant to and in accordance with Schedule 2 (Equity Conversion).

“Creditors” means the Primary Creditors and the Intra-Group Lenders.

“Cure Amount” has the meaning provided in paragraph 1(d) of Schedule 1 (Undertakings).

“Cure Right” has the meaning provided in paragraph 1(d) of Schedule 1 (Undertakings).

“Current Market Price” means, in respect of a Share at a particular date, the arithmetic average of the daily Volume Weighted Average Price of a Share on each of the five consecutive Dealing Days ending on the Dealing Day immediately preceding such date, as determined in good faith by the Calculation Agent.

“Cut-Off Date” has the meaning provided in Condition 6(b).

“Dealing Day” means, when used with respect to Shares, Securities, or options, warrants or other rights or assets (as the case may be), a day on which the Exchange is open for business and on which such Shares, Securities, options, warrants or other rights or assets (as the case may be) may be dealt in (other than a day on which the Exchange is scheduled to or does close prior to its regular weekday closing time).

“Debt Document” means each of the Intercreditor Agreement, the Senior Facility Finance Documents, the KBC Finance Documents, the Second Lien Bonds Finance Documents, the Security Documents, any agreement evidencing the terms of the Intra-Group Liabilities and any other document designated as such by the Security Agent and the Issuer, as the same may be amended, modified, supplemented and/or restated from time to time.

“Debtor” means each of the Issuer and the Guarantors and any person which becomes a Debtor in accordance with the Intercreditor Agreement.

“Default” means an Event of Default or any event or circumstance specified in Condition 10 which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Second Lien Bonds Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Delivery Date” means, in relation to the Shares to be delivered to a Bondholder following a Mandatory Conversion, the date set forth in Condition 6(b)(iii).

“Distressed Disposal” means a disposal of an asset of a member of the Group which is:

(a) being effected at the request of the Instructing Group in circumstances where the Transaction Security has become enforceable;

(b) being effected by enforcement of the Transaction Security (including the disposal of any Property of a member of the Group, the shares in which have been subject to an Appropriation); or

(c) being effected, after the occurrence of a Distress Event, by a Debtor to a person or persons which is, or are, not a member, or members, of the Group.

“Distress Event” should have the meaning given to it in the Intercreditor Agreement.

“Dividend” means any dividend or distribution to Shareholders (including a Spin-Off) whether of cash, assets or other property, and however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to Shareholders upon or in connection with a reduction of capital (and for these purposes a distribution of assets includes without limitation an issue of Shares or other Securities credited as fully or partly paid up by way of capitalisation of profits or reserves), provided that:

(i) where:

(1) a Dividend in cash is announced which may at the election of a Shareholder or Shareholders be satisfied by the issue or delivery of Shares or other property or assets, or where an issue of Shares or other property or assets to Shareholders by way of a capitalisation of profits or reserves (including any share premium account or capital redemption reserve) is announced which may at the election of a Shareholder or Shareholders be, satisfied by the payment of cash, then the Dividend or capitalisation in question shall be treated as a cash Dividend of an amount equal to the greater of (i) the Fair Market Value of such cash amount and (ii) the Current Market Price of such Shares or, as the case may be, the Fair Market Value of such other property or assets, in any such case as at the first date on which the Shares are traded ex- the relevant Dividend or capitalisation on the Exchange (or, if later, the Dividend Determination Date), save that where a Dividend in cash is announced which may at the election of a Shareholder or Shareholders be satisfied by the issue or delivery of Shares or an issue of Shares to Shareholders by way of capitalisation of profits or reserves is announced which may at the election of a Shareholder or Shareholders be satisfied by the payment of cash where the number of Shares which may be issued or delivered or the amount of such payment of cash is to be determined at a date or during a period following the last day on which such election can be made as aforesaid and is to be determined by reference to a publicly available formula based on the closing price or volume weighted average price or any like or similar pricing benchmark of the Shares, without factoring in any discount or premium to such price or benchmark then such Dividend or capitalisation shall be treated as a cash Dividend in an amount

equal to the Fair Market Value of such cash amount on such date as such cash amount is determined as aforesaid, all as determined in good faith by the Calculation Agent; or

(2) (x) there shall be any issue of Shares or other property or assets to Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) where (other than in circumstances subject to proviso (1) above) such issue is or is expressed to be in lieu of a Dividend (whether or not a cash Dividend equivalent or amount is announced) or a Dividend in cash that is announced that is to be satisfied by the issue or delivery of Shares or other property or assets, or (y) any issue of Shares or other property or assets by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) that is to be satisfied by the payment of cash (in the case of each of (x) and (y) above other than in circumstances subject to proviso (1) above), then, in the case of (x) the capitalisation or Dividend in question shall be treated as a cash Dividend of an amount equal to the Current Market Price of such Shares or, as the case may be, the Fair Market Value of such other property or assets as at the first date on which the Shares are traded ex- the relevant capitalisation or, as the case may be, ex- the relevant Dividend on the Exchange or, if later, the Dividend Determination Date, and, in the case of (y), the capitalisation in question shall be treated as a cash Dividend of an amount equal to the Fair Market Value of such cash amount as at the first date on which the Shares are traded ex- the relevant capitalisation on the Exchange, save that where a Dividend in cash is announced which is to be satisfied by the issue or delivery of Shares where the number of Shares to be issued or delivered is to be determined at a date or during a period following such announcement and is to be determined by reference to a publicly available formula based on the closing price or volume weighted average price or any like or similar pricing benchmark of the Shares, without factoring in any discount or premium to such price or benchmark, then such Dividend shall be treated as a cash Dividend in an amount equal to the Fair Market Value of such cash amount on such date as such cash amount is determined as aforesaid, all as determined in good faith by the Calculation Agent;

(ii) any issue of Shares falling within paragraph 4(b) of Schedule 2 (Equity Conversion) shall be disregarded;

(iii) a purchase or redemption or buy back of share capital of the Issuer by or on behalf of the Issuer or any of its Subsidiaries shall not constitute a Dividend unless, in the case of a purchase or redemption or buy back of Shares by or on behalf of the Issuer or any of its Subsidiaries, the weighted average price per Share (before expenses) on any one day (a “Specified Share Day”) in respect of such purchases or redemptions or buy backs (translated, if not in the Relevant Currency, into the Relevant Currency at the Prevailing Rate on such day) exceeds by more than 5 per cent. the Current Market Price of a Share on the Specified Share Day (or, where an

announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buy backs approved by a general meeting of Shareholders or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Shares at some future date at a specified price or where a tender offer is made, on the date of such announcement or the date of first public announcement of such tender offer (and regardless of whether or not a price per Share, a minimum price per Share or a price range or formula for the determination thereof is or is not announced at such time)), in which case such purchase, redemption or buy back shall be deemed to constitute a Dividend in the Relevant Currency in an amount equal to the amount by which the aggregate price paid (before expenses) in respect of such Shares purchased, redeemed or bought back by or on behalf of the Issuer or, as the case may be, any of its Subsidiaries (translated where appropriate into the Relevant Currency as provided above) exceeds the product of (i) 105 per cent. of the Current Market Price of a Share determined as aforesaid and (ii) the number of Shares so purchased, redeemed or bought back, all as determined in good faith by the Calculation Agent;

(iv) if the Issuer or any of its Subsidiaries (or any person on its or their behalf) shall purchase, redeem or buy back any depositary or other receipts or certificates representing Shares, the provisions of paragraph (c) above shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Adviser;

(v) where a dividend or distribution is paid or made to Shareholders pursuant to any plan implemented by the Issuer for the purpose of enabling Shareholders to elect, or which may require Shareholders, to receive dividends or distributions in respect of the Shares held by them from a person other than (or in addition to) the Issuer, such dividend or distribution shall for the purposes of these Conditions be treated as a dividend or distribution made or paid to Shareholders by the Issuer, and the foregoing provisions of this definition and the provisions of these Conditions shall be construed accordingly; and

(vi) a dividend or distribution that is a Spin-Off shall be deemed to be a Dividend paid or made by the Issuer, and any such determination shall be made in good faith by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit.

“Dividend Determination Date” means for the purposes of the definition of “Dividend” the date on which the number of Shares or, as the case may be, amount of other property or assets, which may be issued or delivered is, or is capable of being, determined, and where determined by reference to prices or values or the like on or during a particular day or during a particular period, the Dividend Determination Date shall be deemed to be such day or the last day of such period, as the case may be.

“Effective Date relating to such Dividend or entitlement” and “Effective Date relating to the relevant Dividend” means the first date on which the Shares are traded ex- the relevant Dividend or, as the case may be, ex- the relevant entitlement on the Exchange.

“Electronic Consent” has the meaning provided in Condition 12(b).

“Equity Offering” means any public or private issuance or sale of fully paid-up ordinary shares in Topco.

“Euroclear” means Euroclear Bank SA/NV.

“Euronext Brussels” means the EEA Regulated Market of Euronext Brussels.

“Event of Default” means any event or circumstance specified as such in Condition 10.

“Ex-Date” means, in relation to any capitalisation, redesignation, reclassification, sub- division, consolidation, issue, grant, offer or other entitlement, unless otherwise defined herein, the first Dealing Day on which the Shares are traded ex-the relevant capitalisation, redesignation, reclassification, sub-division, consolidation, issue, grant, offer or other entitlement on the Exchange.

“Exchange” means (i) in the case of Shares, Euronext Brussels and (ii) in the case of Securities (other than Shares), options, warrants or other rights or assets, the principal stock exchange or securities market on which such Securities (other than Shares), options, warrants or other rights or assets are then listed, admitted to trading or quoted or dealt in, where “principal stock exchange or securities market” shall mean the stock exchange or securities market on which such Shares, Securities, options, warrants or other rights or assets are listed, admitted to trading or quoted or dealt in, provided that if such Securities, options, warrants or other rights or assets are listed, admitted to trading or quoted or dealt in (as the case may be) on more than one stock exchange or securities market at the relevant time, then “principal stock exchange or securities market” shall mean that stock exchange or securities market on which such Securities, options, warrants or other rights or assets are then traded as determined by the Calculation Agent (if the Calculation Agent determines that it is able to make such determination) or (in any other case) by an Independent Adviser by reference to the stock exchange or securities market with the highest average daily trading volume in respect of such Securities, options, warrants or other rights or assets.

“Exchange Bonds” means the Bonds issued in exchange for Existing Convertible Bonds pursuant to the Subscription and Exchange Agreements.

“Existing Convertible Bonds” means the currently outstanding €135,000,000 4.00 per cent. unsecured convertible bonds (originally €150,000,000) issued by Xxxxx, as amended and restated from time to time including pursuant to the extraordinary resolution of holders of such bonds dated as of 10 October 2022.

“Existing Convertible Bonds Conversion Price” means the “Conversion Price” as defined in the terms and conditions of the Existing Convertible Bonds.

“Existing KBC Security” means the Security created and/or constituted in connection with the KBC Facility Agreement and the KBC Lease Agreement pursuant to the Existing Security Documents.

“Existing KBC Security Documents” means each of:

(i) the Belgian law governed account pledge agreement granted by Biocartis NV in favour of KBC dated 16 December 2015;

(ii) the Belgian law governed business pledge agreement granted by Biocartis NV in favour of KBC dated 19 July 2016;

(iii) the Belgian law governed business pledge agreement granted by Biocartis NV in favour of KBC dated 22 February 2018;

(iv) the Belgian law governed business pledge agreement granted by Biocartis NV in favour of KBC dated 25 January 2018; and

(v) the Belgian law governed accounts and receivables pledge agreement granted by Biocartis NV pursuant to the general terms and conditions of KBC applicable to the KBC Facility Agreement.

“Expected Mandatory Conversion Bondholder Notification” has the meaning provided in Condition 6(b)(v).

“Expected Recapitalisation Transactions Completion Date” has the meaning provided in Condition 6(b)(v).

“Extraordinary Resolution” means a resolution passed at a meeting of Bondholders duly convened and held in accordance with these Conditions and the Trust Deed, subject to the quorum and voting requirements set forth in Condition 12(a).

“Facility Agent” means the facility agent under the Senior Facilities Agreement, which shall initially be Global Loan Agency Services Limited.

“Fair Market Value” means, on any date (the “FMV Date”):

(i) in the case of a cash Dividend, the amount of such cash Dividend;

(ii) in the case of any other cash amount, the amount of such cash;

(iii) in the case of Securities (including Shares), Spin-Off Securities, options, warrants or other rights or assets which are publicly traded on a Exchange of adequate liquidity (as determined in good faith by the Calculation Agent), the arithmetic mean of (a) in the case of Securities (including Shares) or Spin-Off Securities (in each case to the extent constituting equity share capital), the daily Volume Weighted Average Prices of such Securities or Spin-Off Securities and (b) in the case of other Securities (other than Shares or (to the extent constituting equity share

capital) other Securities or Spin-Off Securities), options, warrants or other rights or assets, the daily Closing Price of such Securities, options, warrants or other rights or assets, in the case of both (a) and (b) during the period of five Dealing Days on the Exchange for such Securities, Spin-Off Securities, options, warrants or other rights, or assets commencing on such FMV Date (or, if later, the date (the “Adjusted FMV Date”) which falls on the first such Dealing Day on which such Securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, provided that where such Adjusted FMV Date falls after the fifth day following the FMV Date, the Fair Market Value of such Securities, Spin-Off Securities, options, warrants or other rights or assets shall instead be determined pursuant to paragraph (iv) below, and no such Adjusted FMV Date shall be deemed to apply) or such shorter period as such Securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, all as determined in good faith by the Calculation Agent;

(iv) in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets which are not publicly traded on a Exchange of adequate liquidity (as aforesaid) or where otherwise provided in the paragraph (iii) above to be determined pursuant to this paragraph (iv), an amount equal to the fair market value of such Securities, Spin-Off Securities, options, warrants or other rights or assets as determined in good faith by an Independent Adviser, on the basis of a commonly accepted market valuation method and taking account of such factors as it (acting reasonably) considers appropriate, including the market price per Share, the dividend yield of a Share, the volatility of such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or other rights or assets, and including the expiry date and exercise price or the like (if any) thereof.

Such amounts, shall (A) in the case of (i) above, be translated into the Relevant Currency at the rate of exchange (if any) used to determine the amount payable to Shareholders who were paid or are to be paid or are entitled to be paid the cash Dividend in the Relevant Currency (provided that if such cash Dividend is declared or paid or payable in a currency other than the Relevant Currency, and if the relevant Dividend is payable at the option of the Issuer or a Shareholder in any currency additional to the Relevant Currency, the relevant Dividend shall be treated as payable in the Relevant Currency in the amount payable in such Relevant Currency); and (B) in any other case, be translated into the Relevant Currency (if expressed in a currency other than the Relevant Currency) at the Prevailing Rate on the FMV Date (or, as the case may be, the Adjusted FMV Date), all as determined in good faith by the Calculation Agent. In addition, in the case of (i) and (ii) above, the Fair Market Value shall be determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit.

“FATCA” means:

(i) sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 (as amended) or any associated regulations;

(ii) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (i) above; or

(iii) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (i) or (ii) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Deduction” means a deduction or withholding from a payment under a Second Lien Bonds Finance Document required by FATCA.

“Final Maturity Date” means 9 May 2024, provided that, upon the occurrence of the Recapitalisation Transactions Completion Date, the Final Maturity Date shall mean 9 November 2026.

“Finance Parties” means the Trustee, the Security Agent, the Paying and Conversion Agent, the Calculation Agent and the Bondholders from time to time, and each a “Finance Party”.

“Financial Half-Year Period” means each period of six (6) months ending on 30 June and 31 December.

“Financial Indebtedness” means any indebtedness for or in respect of (in each case without double-counting):

(i) monies borrowed;

(ii) any amount raised by acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent;

(iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Relevant GAAP, be treated as a balance sheet liability;

(v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis or where recourse is limited to customary warranties and indemnities and other limited recourse elements customary for the relevant type of non-recourse arrangement);

(vi) other than, for the avoidance of doubt, where the relevant person has no indebtedness or financial obligation other than an initial transaction premium or fee payable in the ordinary course of business, any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the market-to-market value as at the relevant date in respect of which Financial Indebtedness is calculated (or,

if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(vii) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) prior to the Final Maturity Date or are otherwise classified as borrowings under the Relevant GAAP;

(viii) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

(ix) any counter-indemnity obligation in respect of a guarantee, bond, suretyship, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

(x) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing in accordance with Relevant GAAP; and

(xi) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (i) to (x) above.

“Financial Quarter” means each of those periods of approximately 13 weeks ending on 31 March, 30 June, 30 September and 31 December in each Financial Year.

“Financial Statements” means the Annual Financial Statements or Semi-Annual Financial Statements, as applicable.

“Financial Year” means each period of twelve (12) months ending on 31 December. “First Closing Date” means 28 October 2022.

“First Test Date” means 31 December 2022.

“Group” means Topco and its Subsidiaries from time to time (but, to the extent relevant, excluding the Hong Kong Joint Venture, which, for the avoidance of doubt, shall not be considered a Subsidiary of Topco for the purposes of the Second Lien Bonds Finance Documents).

“Guarantee” has the meaning provided in Condition 1(d).

“Guarantors” means any initial Guarantor named in these Conditions and any other member of the Group which guarantees the payment of the Bonds pursuant to the

Guarantees; provided that Guarantor will not include any Person whose Guarantee has been released in accordance with these Conditions and the Trust Deed;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Hong Kong Joint Venture” means Wondfo-Cartis Ltd., a limited liability company incorporated under the laws of Hong-Kong with company number 2767918 and registered address Xxxxx 00 Xxxxxxxx Xxxxxx, 000 Xxxxx’x Xxxx Xxxx, Xxx Xxxx, Xxxx Xxxx.

“Idylla Platform” means the Intellectual Property in respect of the “Idylla” instrument, console and cartridges.

“IFRS” means international accounting standards as adopted by the European Union within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Incur” means issue, create, assume, enter into any guarantee of, incur or otherwise become liable for; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.

“Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise, which may be appointed by the Issuer and which may be (without limitation) the initial Calculation Agent or, if the Issuer fails to make such appointment and such failure continues for a reasonable period (as determined by the Trustee, acting on the instructions of the Bondholders) appointed by the Trustee, in each case at the expense of the Issuer, provided that the Trustee is neither responsible for appointing nor has any responsibility or liability for verifying any calculation, determination, certification, advice or opinion made, given or reached by any such Independent Adviser.

“Initial Subscription and Exchange Agreement” means the subscription, support and exchange agreement, dated as of 1 September 2022, relating to the exchange of Existing Convertible Bonds for Exchange Bonds and the subscription of New Money Bonds by certain holders of Existing Convertible Bonds.

“Intellectual Property” means (a) all rights and interests existing now or in the future in any part of the world in or relating to registered and unregistered trademarks and service marks, domain names, patents, registered designs, utility models, trade names, business names, titles, registered or unregistered copyrights in published and unpublished works, unregistered designs, inventions registered or unregistered, database rights, know-how, any other intellectual property rights and any applications for any of the foregoing and any goodwill therein and (b) the benefit of all applications and rights to use such assets of each of the Issuer and the Guarantors (which may now or in the future subsist).

“Interest Payment Date” has the meaning provided in Condition Schedule 1Part 15(a).

“Interest Period” has the meaning provided in Condition Schedule 1Part 15(a). “Intercreditor Agreement” has the meaning provided in Condition 2(c).

“Intra-Group Lenders” means each member of the Group (other than Topco) which has made a loan available to, granted credit to or made any other financial arrangement having similar effect with another member of the Group and which is named on the signing pages as an Intra-Group Lender or which becomes a party as an Intra-Group Lender in accordance with the terms of the Intercreditor Agreement.

“Issuer” has the meaning provided in the preamble.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture, partnership or any other entity (including the Hong Kong Joint Venture).

“KBC” means KBC Bank NV and/or KBC Lease Belgium NV, as applicable.

“KBC Facility Agreement” means the €17,000,000 secured mixed facility agreement as amended by a credit letter dated 11 August 2022 and entered into among the Issuer and Biocartis NV as borrowers and KBC as lender, as amended, modified, supplemented and/or restated from time to time.

“KBC Finance Documents” means each of the “Finance Documents” as defined in the KBC Facility Agreement.

“KBC Lease Agreement” means the secured lease contract number BE3/226001-LF-O dated 3 June 2016 in respect of assets with an aggregate investment amount of €15,000,000 (excluding VAT) and entered into among the Issuer and Biocartis NV as lessees and KBC as lessor, as amended, modified, supplemented and/or restated from time to time.

“KBC Liabilities” means the Liabilities owing to KBC by the Issuer under the KBC Finance Documents.

“KBC Security Documents” means any document entered into by the Issuer or any of the Guarantors creating or expressed to create the Transaction Security and the Existing KBC Security, including but not limited to the Transaction Security Documents and the Existing KBC Security Documents.

“Liabilities” means all present and future liabilities and obligations at any time of the Debtors to any Creditor under the Debt Documents or under any other Intra-Group Lending

, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

(a) any refinancing, novation, deferral or extension;

(b) any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;

(d) any claim as a result of any recovery by any Debtor (in the case of the definition of “KBC Liabilities”, the Issuer) of a Payment on the grounds of preference or otherwise,

and any amounts which would be included in any of the above but for any discharge, non- provability, unenforceability or non-allowance of those amounts in any insolvency or other proceedings.

“Liquidity Amount” means, at any date, the sum of the aggregate amount of Cash and Cash Equivalents of Topco or any member of the Group, excluding any cash of the Group other than Topco that is not freely available to Topco (by reason of restrictions on the up- streaming or repatriation of cash under applicable local law or otherwise) for use towards repayment of any loans under the Bonds, in each case over which there is no other Security over that cash except any Security referred to in paragraphs (i) to (v) of the definition of “Permitted Security”.

“Makewhole Date” has the meaning provided in paragraph Schedule 1Part 17(d) of Schedule 3 (Redemption Price).

“Mandatory Conversion” has the meaning provided in Condition 6(b)(i). “Mandatory Conversion Date” has the meaning provided in Condition 6(b)(i).

“Mandatory Conversion Investor Notice” has the meaning provided in Condition 6(b)(v).

“Mandatory Conversion Bondholder Notification” has the meaning provided in Condition 6(b)(v).

“Mandatory Conversion Price” has the meaning provided in Condition 6(b)(i). “Material Adverse Effect” means a material adverse effect on:

(i) the business, operations, assets or financial condition of the Issuer or the Group taken as whole;

(ii) the ability of any of the Issuer and the Guarantors to consummate the Recapitalisation Transactions or perform any of their obligations under the Second Lien Bonds Finance Documents to which it is a party; or

(iii) the validity, legality or enforceability of (i) any Second Lien Bonds Finance Document, (ii) any material rights or remedies of the Finance Parties under any Second Lien Bonds Finance Document or (iii) the validity, legality or enforceability of any Transaction Security expressed to be created by it pursuant to any Transaction Security Document to which the Issuer or any of the Guarantors is a party or the priority and ranking of that Transaction Security.

“Material Intellectual Property” means any Intellectual Property which is necessary for the Group’s business or is material for the Group taken as a whole, or the loss of which would otherwise reasonably be expected to have a Material Adverse Effect provided that

(i) any Intellectual Property related to the Idylla Platform, and (ii) any Intellectual Property that is necessary for the Group to produce, develop, market or commercialise the Idylla Platform, shall be deemed to be Material Intellectual Property.

“Material Subsidiary” means, at any time:

(i) a member of the Group that incurs, creates, permits to subsist or has outstanding Financial Indebtedness (other than Financial Indebtedness owed to another member of the Group) of more than €500,000;

(ii) a member of the Group that generates revenue of more than €3,000,000 (on an unconsolidated basis) in any twelve-month period ending as of the end of any Financial Year or any Financial Half-Year Period;

(iii) a member of the Group that has, as of the end of any Financial Half-Year Period more than €1,000,000 of Cash and Cash Equivalents; and

(iv) any member of the Group organised or acquired following the date of the Trust Deed that would have been a Material Subsidiary within the meaning of paragraph

(i) or (ii) as of the end of or for the immediately preceding Financial Half-Year Period, calculated on a pro forma basis for such organisation or acquisition.

“Minimum Liquidity Covenant” has the meaning provided in paragraph 1(a) of Schedule 1 (Undertakings).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(i) if the numerically corresponding day is not a Business Day in London and Brussels, that period shall end on the next Business Day in London and Brussels in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day in London and Brussels; and

(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in London and Brussels in that calendar month.

The rules will only apply to the last Month of any period.

“Month-End Date” means the last Business Day in London and Brussels of each calendar month.

“Month-End Period” means each calendar month ending on a Month-End Date. “Moody’s” means Moody’s Investors Service, Inc.

“NBB” means the National Bank of Belgium.

“NBB-SSS” has the meaning given in Condition 1(a).

“NBB-SSS Regulations” has the meaning given in Condition 1(a).

“New Money Bonds” means the Bonds subscribed for by the parties to the Subscription and Exchange Agreements in consideration for cash proceeds to the Issuer pursuant to the Subscription and Exchange Agreements.

“New Shareholder Injections” means the aggregate amount of gross cash proceeds received by the Issuer after the date of the Trust Deed with respect to an Equity Offering.

“Non-Distressed Disposal” means a disposal of:

(i) an asset of a member of the Group; or

(ii) an asset which is subject to the Transaction Security, to a person or persons outside the Group where:

(1) (prior to the Senior Discharge Date) KBC or the Facility Agent notifies the Security Agent that that disposal is permitted under the Senior Finance Documents;

(2) the Second Lien Bonds Trustee notifies the Security Agent that that disposal is permitted under the Second Lien Bonds Finance Documents; and

(3) that disposal is not a Distressed Disposal.

“OECD Country” shall mean any member country (or any state or province thereof) of the Organisation for Economic Co-operation and Development.

“Offer Period” has the meaning provided in Condition 7(c).

“Optional Redemption Date” has the meaning provided in Condition Schedule 1Part 17(b).

“Optional Redemption Notice” has the meaning provided in Condition Schedule 1Part 17(b).

“Original Financial Statements” means the audited annual consolidated and unconsolidated financial statements of Topco for its Financial Year ended 31 December 2021.

“Paying and Conversion Agent” has the meaning provided in the preamble. “Permitted Acquisition” means:

(i) an acquisition by a member of the Group of an asset (including shares and interests) sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances where any consideration paid constitutes a Permitted Disposal by such member of the Group (including by way of merger), provided that the fair market value of Cash, Cash Equivalents and other assets acquired by a member of the Group that is not the Issuer or any of the Guarantors from the Issuer or any of the Guarantors (net of the fair market value of any consideration paid for such assets by that member of the Group) shall not, as of the time of the disposition, exceed the Available Amount;

(ii) the incorporation or establishment by any member of the Group of a company that becomes a direct or indirect Subsidiary of Issuer and that (if it is a Material Subsidiary) accedes as a Guarantor hereunder;

(iii) the acquisition of Cash Equivalent investments;

(iv) the purchase of shares in an off-the-shelf limited liability company that becomes a direct or indirect Subsidiary of the Issuer and that (if it is a Material Subsidiary) accedes as a Guarantor hereunder;

(v) any acquisition by the Issuer or a Guarantor funded by way of an Equity Offering provided that (if the shares of the member of the Group making the Permitted Share Issue are subject to Transaction Security) any shares acquired in such acquisition are (or immediately become) subject to Transaction Security; and/or

(vi) an acquisition made with the prior written consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Disposal” means any sale, lease, licence, transfer, surrender or other disposal:

(i) of assets which are obsolete, redundant or surplus to requirements or arising as a result of the termination of any agreement or arrangement which, in the reasonable opinion of the member of the Group party thereto, is uneconomic to continue;

(ii) of assets constituting inventory, trading stock or cash of the Group in the ordinary course of business and on arms’ length terms including, for the avoidance of doubt, the sale, rental or lease of Idylla instruments, consoles and cartridges;

(iii) constituted by a non-exclusive license of intellectual property rights for fair market value where the disposal thereof is not otherwise prohibited by the terms of the

Trust Deed (it being understood that a license that is exclusive as to geography or diagnostic use shall not be considered to be exclusive for these purposes);

(iv) of any asset by a member of the Group to another member of the Group (or, if the disposing entity is the Issuer or any of the Guarantors, to another of the Issuer and the Guarantors);

(v) of Cash Equivalents for cash or in exchange for other Cash Equivalents;

(vi) of assets (other than shares, businesses or intellectual property rights) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

(vii) arising as a result of any Permitted Security;

(viii) of assets which become the subject of a finance or capital lease permitted by the definition of Permitted Financial Indebtedness;

(ix) of assets where the aggregate net cash consideration for the assets so disposed of since the date of the Trust Deed does not in aggregate exceed €1,500,000 (or its equivalent in other currencies) at any time; and/or

(x) made with the prior written consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Financial Indebtedness” means Financial Indebtedness:

(i) incurred under the Second Lien Bonds Finance Documents;

(ii) incurred under the Senior Facility Finance Documents in accordance with their terms from time to time (it being understood that, upon and subject to the satisfaction or waiver of the conditions to utilisation specified in Clause 4.2 of the Senior Facility Agreement, such amount of Financial Indebtedness shall not exceed

€33,000,000);

(iii) owed by the Issuer or any of the Guarantors to another member of the Group (and if that member of the Group is not the Issuer or any of the Guarantors, such Financial Indebtedness is unsecured and is subordinated to the Financial Indebtedness incurred under the Senior Finance Documents in accordance with the Intercreditor Agreement) or by a member of the Group which is not the Issuer or any of the Guarantors to another member of the Group which is not the Issuer or any of the Guarantors;

(iv) owed by a member of the Group which is not the Issuer or any of the Guarantors to the Issuer or any of the Guarantors so long as the aggregate amount of such Financial Indebtedness incurred in reliance on this paragraph (iii) at any time does not exceed the Available Amount as of the date of incurrence of such Financial Indebtedness;

(v) incurred under the KBC Facility Agreement in an aggregate principal amount not to exceed at any time €18,000,000 (and any refinancing thereof as long as (i) such refinancing is in the form of a revolving credit facility provided by an Acceptable Bank, and (ii) such provider of such refinancing becomes a party to the Intercreditor Agreement);

(vi) incurred under the KBC Lease Agreement in an aggregate principal amount not to exceed at any time €15,000,000 (and any refinancing thereof as long as (i) such refinancing is provided by an Acceptable Bank, and (ii) such provider of such refinancing becomes a party to the Intercreditor Agreement);

(vii) incurred under the SkylineDx Convertible Loans in an aggregate principal amount not to exceed at any time €6,500,000;

(viii) incurred under the Bonds in an aggregate principal amount not to exceed

€131,500,000.00 outstanding at any time (which amount shall be reduced by any conversion of the Bonds into Shares and by any repayments, prepayments or repurchases of the Bonds by any member of the Group) and increased by any payment in kind in lieu of interest provided that:

(1) the Bonds constitute “Second Lien Debt Financing” under and as defined in the Intercreditor Agreement; and

(2) the Trustee has become a party to the Intercreditor Agreement as the “Second Lien Bonds Trustee” in accordance with and pursuant to the terms of the Intercreditor Agreement;

(ix) incurred under the Existing Convertible Bonds in an aggregate principal amount not to exceed €135,000,000 outstanding at any time, which amount shall be reduced by any conversion of such Existing Convertible Bonds into Shares and by any repayments, prepayments or repurchases of the Existing Convertible Bonds by any member of the Group and increased by any payment in kind in lieu of interest;

(x) arising under any cash pooling, netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group to the extent that any debit balances are covered by credit balances including intra-day credit lines;

(xi) arising under building, office or other real estate leases entered into in the ordinary course of business and not for the purposes of incurring financing;

(xii) under finance or capital leases, provided that the aggregate principal amount of such leases of any member of the Group does not exceed €1,800,000 (or its equivalent in other currencies) outstanding at any time;

(xiii) arising under any Treasury Transaction in the ordinary course of business to manage exchange or floating rate risk of the Issuer or any of the Guarantors and not

for speculative purposes not exceeding €1,000,000 (or its equivalent in other currencies) at any time;

(xiv) arising under a Permitted Guarantee;

(xv) arising in connection with any Capacity Expansion Line, in an aggregate amount not exceeding €12,000,000 (or its equivalent in other currencies) from and during the Financial Year beginning on 1 January 2023 and on and from the Financial Year beginning on 1 January 2024, in an aggregate total amount not exceeding

€30,000,000 (including for the avoidance of doubt the amount of any Financial Indebtedness so incurred during the Financial Year beginning on 1 January 2023) (or its equivalent in other currencies) at any time (and any refinancing thereof);

(xvi) any other Financial Indebtedness incurred on an unsecured basis, the principal outstanding amount of which does not in aggregate exceed €5,000,000 (or its equivalent in other currencies) at any time, provided that if such principal outstanding amount in aggregate exceeds €2,000,000 but is not more than

€5,000,000 (or its equivalent in other currencies) at any time (such Financial Indebtedness in excess of €2,000,000, the “Excess Financial Indebtedness”), the provider of the Excess Financial Indebtedness is a party to the Intercreditor Agreement as an unsecured creditor from the time it provides such Financial Indebtedness; and/or

(xvii) created or permitted to exist with the consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Guarantee” means a guarantee or guarantees (in the form of a guarantee, suretyship, indemnity, bond, stand-by or documentary letter of credit or otherwise):

(i) under the Senior Facility Finance Documents;

(ii) under the Bonds;

(iii) under the KBC Finance Documents;

(iv) the endorsement of negotiable instruments in the ordinary course of trade;

(v) any guarantee or indemnity given in respect of cash pooling, netting or set-off arrangements permitted pursuant to the definition of “Permitted Security”;

(vi) performance or similar bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business;

(vii) customary indemnities given in mandate, engagement and commitment letters or otherwise to professional advisors and consultants in the ordinary course of the business of the Group;

(viii) customary indemnities in favour of directors and officers of the Group in their capacity as such;

(ix) any guarantee or indemnity in connection with management and/or employee benefit/incentive and/or pension or part-time retirement schemes;

(x) guarantees and indemnities entered into by a member of the Group in the ordinary course of its banking arrangements to facilitate operation of bank accounts of members of the Group; and/or

(xi) any guarantee or indemnity granted with the prior written consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Loans” means any loan:

(i) any trade credit by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities, including, for the avoidance of doubt, the acceptance, by way of payment from content providers, of debt securities (whether or not equity linked) issued by such content providers;

(ii) made by the Issuer or a Guarantor to the Issuer or another Guarantor;

(iii) made by the Issuer pursuant to the terms of the SkylineDx Convertible Loans in an aggregate amount not to exceed at any time €9,000,000;

(iv) giving rise to Financial Indebtedness that is permitted under paragraphs (iii) or (iv) of the definition of “Permitted Financial Indebtedness”; and/or

(v) made with the prior written consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Security” means

(i) the Transaction Security (which shall include, for the avoidance of doubt, the first- ranking security interests granted to secure the payment and repayment obligations of the Debtors under the Senior Finance Documents and that shall be subject to the Intercreditor Agreement);

(ii) any Security arising by operation of law (or by agreement having the same effect) and in the ordinary course of business (including, for the avoidance of doubt, any lien arising under the general terms and conditions or similar terms of banks) and not as a result of any default or omission by any member of the Group;

(iii) any right of set-off arising under contracts entered into by members of the Group in the ordinary course of their business;

(iv) any cash pooling, netting or set-off arrangement entered into or Security created by any member of the Group in the ordinary course of its banking arrangements for

the purpose of netting debit and credit balances or pooling cash of members of the Group and any Security arising under the general terms and conditions of banks;

(v) the Existing KBC Security;

(vi) any Security arising as a consequence of any finance or capital lease constituting “Permitted Financial Indebtedness” provided that the only assets or property of a member of the Group secured by such Security shall be the leased assets;

(vii) any Security over documents of title and goods and rights relating to those goods as part of documentary credit transactions or arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having a similar effect in respect of goods supplied to a member of the Group;

(viii) any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness and which is entered into in the ordinary course of business and for non-speculative purposes, excluding any Security or Quasi-Security under a credit support arrangement;

(ix) any Security over rental deposits in respect of real estate leased by a member of the Group;

(x) any Security arising under a Capacity Expansion Line permitted under paragraph

(xv) of the definition of “Permitted Financial Indebtedness” provided that the only assets or property of a member of the Group secured by such Security shall be the assets acquired or improved;

(xi) any Security not otherwise permitted pursuant to the previous paragraphs securing obligations in an aggregate principal amount outstanding not exceeding €750,000 (or its equivalent in other currencies) at any time; and/or

(xii) any Security created with the prior written consent of the Trustee (acting on the instructions of the Bondholders).

“Permitted Share Issue” means

(i) an issue of shares (or the granting of any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase, exchange for or otherwise acquire shares) by a member of the Group (other than Topco) to its immediate Holding Company where (i) (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms and (ii) if the Subsidiary issuing the shares is not the Issuer or any of the Guarantors, the aggregate fair market value of the Cash, Cash Equivalents or other assets contributed to such Subsidiary by the Issuer or any of the Guarantors in connection with such share issue do not exceed the then available Available Amount; and

(ii) an issue of Shares (or the granting of any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase, exchange for or otherwise acquire Shares) by Topco (including, without limitation, pursuant to any Equity Offering) not resulting in a Change of Control.

a “person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity).

“Potential Change of Control” has the meaning provided in paragraph 1(a) of Schedule 2 (Equity Conversion).

“Prevailing Rate” means in respect of any pair of currencies on any calendar day, the spot mid rate of exchange between the relevant currencies prevailing as at 12 noon (Brussels time) on that date as appearing on or derived from Bloomberg page “BFIX” (or any successor page) in respect of such pair of currencies or, if such rate cannot be so determined by the Calculation Agent, the rate determined in such other manner as an Independent Adviser shall consider in good faith appropriate.

“Primary Creditor” means the Senior Creditors and the Second Lien Bonds Creditors. “Proceedings” has the meaning provided in Condition 17(b).

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Second Lien Bonds Finance Document.

“Proposer” has the meaning provided in Condition 12(b)(ii).

“Put Date” has the meaning provided in Condition Schedule 1Part 17(d).

“Put Exercise Notice” has the meaning provided in Condition Schedule 1Part 17(d). “Quarter-End Date” means the last day of each Financial Quarter.

“Quarter-End Period” means each Financial Quarter ending on a Quarter-End Date.

“Quarterly Report” has the meaning provided in paragraph 2(c) of Schedule 1 (Undertakings).

“Recapitalisation Transactions” means

(i) the entry into the Senior Facilities Agreement and the Senior Facility Finance Documents and the satisfaction or waiver of the conditions precedent set forth in clauses 4.1 and 4.2 (other than 4.2(e)) of the Senior Facilities Agreement;

(ii) the consummation of the Required Topco Equity Offering; and

(iii) the Required Topco Shareholder Approvals.

“Recapitalisation Transactions Completion Date” means the date on which all of the Recapitalisation Transactions are consummated.

“Receiver” means a receiver or receiver and manager or administrative receiver of the relevant person or the whole or any part of the Secured Property.

“Record Date” has the meaning provided in Condition Schedule 1Part 18(c).

“Redemption Price” has the meaning provided in Schedule 3 (Redemption Price).

“Redemption Price Table” has the meaning provided in paragraph 7(a)(iii) of Schedule 3 (Redemption Price).

“Redemption VWAP” has the meaning provided in paragraph 7(a)(i) of Schedule 3 (Redemption Price).

“Register” has the meaning provided in Condition Schedule 1Part 14(a). “Relevant Clearing System” has the meaning provided in Condition 12(a).

“Relevant Currency” means at any time, the currency in which the Shares are listed, quoted or dealt in at such time on the Exchange.

“Relevant Date” means, in respect of any Bond, whichever is the later of:

(i) the date on which payment in respect of it first becomes due; and

(ii) if any amount of the money payable is improperly withheld or refused, the earlier of (a) the date on which payment in full of the amount outstanding is made and (b) the day seven days after the Paying and Conversion Agent or the Trustee has notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions).

“Relevant GAAP” means, in respect of any person, the generally accepted accounting principles and practices of its jurisdiction of incorporation including where permitted by law, IFRS.

“Relevant Jurisdiction” means, in respect of any person:

(i) the jurisdiction of the country in which such person is incorporated and, if different, the jurisdiction where it is resident or has its principal place of business;

(ii) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(iii) any jurisdiction in which it conducts its business; and

(iv) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

“Relevant Tax Jurisdictions” means Belgium.

“Required Proportion” has the meaning provided in Condition 12(b).

“Required Topco Equity Offering” means an Equity Offering by Topco pursuant to which Xxxxx receives gross proceeds, before costs, expenses, commissions, fees and similar charges of not less than the amount required by the lenders under the Senior Facilities Agreement.

“Required Topco Shareholder Approvals” means the approval by an extraordinary or special (as applicable) general meeting of the Shareholders of (i) the issuance of the Bonds and the Shares issuable upon conversion thereof, (ii) the issuance of the Conversion Shares upon exercise of the conversion options set out in the Senior Facilities Agreement, (iii) the Change of Control Resolutions and (iv) the issuance of Shares (and the resulting increase of the share capital of Topco) as a result of the exercise of conversion rights (a) after the initial maturity date of 9 May 2024 of the Existing Convertible Bonds; and (b) in relation to accruing interest that is capitalised and added to the principal amount of the Existing Convertible Bonds.

“Retroactive Adjustment” has the meaning provided in paragraph 5 (Retroactive Adjustment) of Schedule 2 (Equity Conversion).

“S&P” means Standard & Poor’s Financial Services LLC.

“Second Closing Date” means the date on which the New Money Bonds are issued pursuant to the Subscription and Exchange Agreements.

“Second Lien Debt Financing” means any indebtedness incurred by any member of the Group which is notified to the Security Agent by the Issuer in writing as indebtedness to be treated as “Second Lien Debt Financing” for the purposes of the Intercreditor Agreement provided that:

(i) incurrence of such indebtedness is not prohibited by the terms of the Debt Documents; and

(ii) either:

(1) the providers of such indebtedness have agreed to become a party to the Intercreditor Agreement as a Second Lien Bonds Creditors by executing and delivering to the Security Agent a Creditor Accession Undertaking (as defined in the Intercreditor Agreement); or

(2) the agent, trustee or other relevant representative in respect of that Second Lien Debt Financing has agreed to become a Party to the Intercreditor Agreement as a Second Lien Bonds Creditor and Trustee on behalf of the

providers of such indebtedness by executing and delivering to the Security Agent a Creditor Accession Undertaking (as defined in the Intercreditor Agreement), in each case to the extent that the relevant person is not already party to the Intercreditor Agreement in that capacity.

“Second Lien Bonds Creditors” means, in relation to any Second Lien Debt Financing, the Bondholders and each Second Lien Bonds Trustee (on behalf of itself and the Bondholders which it represents) in respect of that Second Lien Debt Financing from time to time.

“Second Lien Bonds Finance Documents” means in relation to any Second Lien Debt Financing, the Bonds, the Trust Deed, the Intercreditor Agreement, the Transaction Security Documents and any other document entered into in connection with the Bonds (which, for the avoidance of doubt, excludes any document to the extent it sets out rights of the initial purchasers of the Bonds (in their capacities as initial purchasers) against any member of the Group) and in each case designated a Second Lien Bonds Finance Document by the Issuer and the Trustee in respect of that Second Lien Bonds Debt Financing by written notice to each Agent, as the same may be amended, modified, supplemented and/or restated from time to time.

“Second Lien Bonds Liabilities” means all Liabilities owed by the Debtors to the Senior Lien Bonds Creditors under or in connection with the Bonds or the Second Lien Bonds Finance Documents (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise), provided that the definition of “Second Lien Bonds Liabilities” shall not include the Second Lien Bonds Trustee Amounts.

“Second Lien Bonds Trustee Amounts” means, in relation to a Trustee, amounts in respect of costs and expenses (including legal fees and together with any applicable VAT) payable to that Second Lien Bonds Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof under the relevant trust deed, any provisions (including indemnity provisions) for costs and expenses in favour of that Second Lien Bonds Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof contained in the applicable Second Lien Bonds Finance Documents, all compensation for services provided by that Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof which is payable to that Second Xxxx Xxxxx Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof pursuant to the terms of the applicable Second Lien Bonds Finance Documents and all out-of-pocket costs and expenses properly incurred by that Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof in carrying out its duties or performing any service pursuant to the terms of the applicable Second Lien Bonds Finance Documents, including, without limitation, (i) compensation for the costs and expenses of the collection by that Trustee of any amount payable to that Trustee for the benefit of the Second Lien Bonds Creditors that are holders of the Bonds in respect of the applicable Second Lien Debt Financing and (ii) costs and expenses of that Second Xxxx Xxxxx Trustee’s advisers, receivers, delegates, attorneys, agents or appointees (but excluding (1) any payment in relation to any unpaid costs and expenses incurred in respect of any litigation initiated by that Trustee or any adviser, receiver, delegate, attorney,

agent or appointee on behalf of that Trustee against any of the Senior Creditors and (2) any payment made, directly or indirectly, on or in respect of any amounts owing under any notes constituting Second Lien Debt Financing (including principal, interest, premium or any other amounts to any of the holders of the Bonds in respect of the applicable Second Lien Debt Financing)), all such amounts above including VAT where applicable.

“Secured Obligations” means all the Liabilities and all other present and future liabilities and obligations at any time due, owing or incurred by any member of the Group and by each Debtor to any Secured Party under the Debt Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

“Secured Parties” has the meaning provided in the Intercreditor Agreement, and includes the Security Agent, any Receiver or Delegate and each of KBC, the Senior Creditors and the Bondholders from time to time.

“Secured Property” has the meaning provided in Condition 2(b).

“Securities” means any securities including, without limitation, Shares and any other shares in the capital of the Issuer, options, warrants or other rights to subscribe for or purchase or acquire Shares or other shares in the capital of the Issuer.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent” means GLAS Trust Corporation Limited as security trustee and as security agent for the Secured Parties (including as representative (vertegenwoordiger/représentant) of the Secured Parties in accordance with Article 5 of the Belgian Act of 15 December 2004 on financial collateral arrangements and several tax provisions in relation to security collateral arrangements and loans of financial instruments and Article 3 of Book III, Title XVII of the Belgian Civil Code, and as representative (vertegenwoordiger/représentant) of the Bondholders in accordance with Article 7:63, §1 and §2 of the Belgian Code of Companies and Associations, as applicable).

“Security Documents” means

(i) each of the Transaction Security Documents;

(ii) any other document entered into at any time by any of the Debtors creating any guarantee, indemnity, Security or other assurance against financial loss in favour of any of the Secured Parties as security for any of the Secured Obligations; and

(iii) any Security granted under any covenant for further assurance in any of the documents referred to in paragraphs (i) and (ii) above,

each as the same may be amended, modified, supplemented and/or restated from time to time.

“Semi-Annual Financial Statements” means any financial statements for a Financial Half-Year Period delivered in accordance with the provisions of paragraph 2(a) (Financial Statements) of Schedule 1 (Undertakings).

“Senior Creditors” means the Senior Facility Creditors and KBC.

“Senior Discharge Date” means the first date on which all Senior Liabilities have been fully and finally discharged to the satisfaction of the Facility Agent (in the case of the Senior Facility Liabilities) and KBC (in the case of the KBC Liabilities), whether or not as the result of an enforcement, and the Senior Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Debt Documents.

“Senior Facility” has the meaning given to the term “Facility” in the Senior Facilities Agreement.

“Senior Facility Creditors” means each Facility Agent and each Senior Lender.

“Senior Facility Finance Documents” has the meaning given to the term “Finance Documents” in the Senior Facilities Agreement

“Senior Facilities Agreement” means the senior facilities agreement made between the Issuer, the Debtors, the Senior Facility Creditors and others dated 1 September 2022, as the same may be amended, modified, supplemented and/or restated from time to time.

“Senior Facility Liabilities” means the Liabilities owed by the Debtors to the Senior Facility Creditors under the Senior Facility Finance Documents.

“Senior Finance Documents” means each of:

(i) in respect of the Senior Facilities Agreement, the Senior Finance Documents; and

(ii) in respect of the KBC Facility Agreement, the KBC Finance Documents. “Senior Lender” means each Lender (as defined in the Senior Facilities Agreement). “Senior Liabilities” means the Senior Facility Liabilities and the KBC Liabilities. “Share Settlement Agent” has the meaning provided in Condition 6(b). “Shareholders” means the holders of Shares.

“Shares” means fully paid ordinary shares in the capital of the Issuer.

“SkylineDx Convertible Loans” means the €10,000,000 convertible loan agreement dated 7 June 2022 between SkylineDx Holding B.V. as borrower and Topco as lender, as amended and/or amended and restated from time to time.

“Spin-Off” means:

(i) a distribution of Spin-Off Securities by the Issuer to Shareholders as a class; or

(ii) any issue, transfer or delivery of any property or assets (including cash or shares or other securities of or in or issued or allotted) by any entity (other than the Issuer) to Shareholders as a class pursuant in each case to any arrangements with the Issuer or any of its Subsidiaries.

“Spin-Off Securities” means equity share capital of an entity other than the Issuer or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Issuer.

“Subscription and Exchange Agreements” means the Initial Subscription and Exchange Agreement and the Subsequent Subscription and Exchange Agreement.

“Subsequent Subscription and Exchange Agreement” means the subscription, support and exchange agreement, to be entered into between the Issuer and certain supporting parties, relating to the exchange of Existing Convertible Bonds for the Bonds and the subscription of the Bonds by certain of the holders of Existing Convertible Bonds.

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

(i) which is a subsidiary within the meaning of Article 1:15, 2° of the Belgian Code of Companies and Associations;

(ii) more than half of the voting capital or similar right of ownership (conferring more than half of the voting rights) of which is owned by the first mentioned company or corporation or which is controlled, directly or indirectly, by the first mentioned company or corporation and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body; or

(iii) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation.

“Supplemental Trust Deed” has the meaning provided in Condition 1(d).

“TARGET Business Day” means a day (other than a Saturday or Sunday) on which the TARGET 2 System is operating for the settlement of payments in euro.

“TARGET 2 System” means the Trans European Automated Real Time Gross Settlement Express Transfer (TARGET 2) system which utilises a single shared platform and which was launched on 19 November 2007, or any successor thereto.

“Tax” means any present or future tax, levy, impost, duty, deduction or other charge or withholding of a similar nature (including backup withholding) and any penalty or interest

payable in connection with any failure to pay or any delay in paying any of the same; and “Taxes” and “Taxation” shall be construed accordingly.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Second Lien Bonds Finance Document other than a FATCA Deduction.

“Tax Indemnity” has the meaning provided in Condition 9. “Topco” has the meaning provided in the preamble.

“Trading Day” means a day on which (a) trading in the Shares generally occurs on the Exchange or the market on which the Shares are listed or admitted to trading, (ii) there is no VWAP Market Disruption Event, and (iii) a Closing Price for the Shares is available on the Exchange.

“Transaction Documents” means the Trust Deed, the Agency Agreement, the Clearing Services Agreement, the Calculation Agency Agreement, as the same may be amended, modified, supplemented and/or restated from time to time.

“Transaction Security” has the meaning given in Condition 2(b). “Transaction Security Documents” has the meaning given in Condition 2(b).

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Trigger Date” has the meaning provided in paragraph Schedule 1Part 17(c) of Schedule 3 (Redemption Price).

“Trust Deed” has the meaning provided in the preamble. “Trustee” has the meaning provided in the preamble.

“US Bankruptcy Code” means the US Bankruptcy Code (Title 11 of the US Code), as amended.

“US” means the United States of America.

“US Subsidiary” means Biocartis US Inc., a corporation incorporated under the laws of the State of Delaware and having its registered office at Corporation Trust Center, 0000 Xxxxxx Xx, Xxxxxxxxxx, XX, 00000.

“Volume Weighted Average Price” (or “VWAP”) means in respect of a Share, Security or, as the case may be, option, warrant or other right or asset on any Trading Day on the Exchange the per Share volume weighted average price on such Trading Day on the Exchange of such Share, Security or, as the case may be, option, warrant or other right or asset as published by or derived from Bloomberg page HP (or any successor page) (setting ‘Weighted Average Line’, or any other successor setting and using values not adjusted for

any event occurring after such Trading Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page, or any successor or similar setting, switched off) in respect of such Share, Security or, as the case may be, option, warrant or other right or asset on the Exchange (and for the avoidance of doubt such Bloomberg page for the Shares as at the date of the Trust Deed is BCART BB Equity HP), if available or, in any other case, such other source as shall be determined in good faith to be appropriate by an Independent Adviser retained for this purpose by Topco on such Trading Day, provided that:

(i) if on any such Trading Day (the “Affected VWAP Trading Day”) such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of such Share, Security or, as the case may be, option, warrant or other right or asset in respect of such Trading Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined, provided however that if such immediately preceding Dealing Day falls prior to the fifth day before the Affected VWAP Trading Day, the Volume Weighted Average Price in respect of such Trading Day shall be considered to be not capable of being determined pursuant to this proviso (i); and

(ii) if the Volume Weighted Average Price cannot be determined as aforesaid, the Volume Weighted Average Price of such Share, Security or, as the case may be, option, warrant or other right or asset shall be determined in good faith as at the Affected VWAP Trading Day by an Independent Adviser retained for this purpose by Xxxxx, and

in each case, the Volume Weighted Average Price determined as aforesaid on or as at any Trading Day shall, if not in the Relevant Currency, be translated into the Relevant Currency at the Prevailing Rate on such Trading Day.

“VWAP Market Disruption Event” means (a) a failure by the Exchange or the market on which the Shares are listed or admitted to trading to open for trading during its regular trading session, or (b) the occurrence or existence prior to 1p.m. Brussels time on a Dealing Day for more than one half-hour period in the aggregate during the regular trading hours of any suspension or limitation imposed on trading in the Shares.

“VWAP to BCOCP Percentage” has the meaning provided in paragraph 7(a)(ii) of Schedule 3 (Redemption Price).

“€” and “euro” and “EUR” means the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended.

References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

References to any agreement or document shall be to such agreement or document as the same may be amended, modified, supplemented and/or restated from time to time.

References to any issue or offer or grant to Shareholders or Existing Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, as the case may be, other than Shareholders or Existing Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

In making any calculation or determination of Closing Price, Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as the Calculation Agent or an Independent Adviser considers in good faith appropriate to reflect any consolidation or sub-division of the Shares or any issue of Shares by way of capitalisation of profits or reserves, or any like or similar event.

For the purpose of Schedule 1 (Undertakings) and Schedule 2 (Equity Conversion) only (i) references to the “issue” of Shares or Shares being “issued” shall include the transfer and/or delivery of Shares, whether newly issued and allotted or previously existing and held by or on behalf of the Issuer or any of member of the Group, and (ii) Shares held by or on behalf of the Issuer or any member of the Group (and which, in the case of paragraphs 4(c) and 4(f) of Schedule 2 (Equity Conversion) do not rank for the relevant right or other entitlement) shall not be considered as or treated as “in issue” or “issued” or entitled to receive the relevant Dividend, right or other entitlement.

References in these Conditions to listing on Open Market (Freiverkehr) of the Frankfurt Stock Exchange (or like or similar references) shall be construed as including an admission to trading on Open Market (Freiverkehr) of the Frankfurt Stock Exchange, and vice versa.

4. Registration and Transfer of Bonds

(a) Registration

The Issuer will cause a register (the “Register”) to be kept at (and only at) its registered office outside the United Kingdom on which will be entered the name and address of the NBB-SSS and the number and particulars of the Bonds in dematerialised form, in each case in accordance with Article 7:27 and following of the Belgian Code of Companies and Associations.

(b) Formalities Free of Charge

Any transfer of Bonds in registered form will be effected without charge subject to

(i) the person making such application for transfer paying or procuring the payment of any taxes, duties and other governmental charges in connection therewith, (ii) the Issuer being satisfied with the documents of title and/or identity of the person making the application and (iii) such reasonable regulations as the Issuer may from

time to time agree with the Trustee (and as initially set out in the Agency Agreement).

The Issuer will not be required to register the transfer of any Bond (i) during the period of 15 days ending on and including the day immediately prior to the Final Maturity Date or any earlier date fixed for redemption of the Bonds pursuant to Condition Schedule 1Part 17(b); (ii) in respect of which a Bondholder Conversion Option Exercise Notice has been delivered in accordance with paragraph 2(b) of Schedule 2 (Equity Conversion); (iii) in respect of which a Bondholder has exercised its right to require redemption pursuant to Condition Schedule 1Part 17(d); or (iv) during the period of 15 days ending on (and including) any Record Date in respect of any payment of interest on the Bonds.

5. Interest

(a) Interest Rate

The Exchange Bonds bear interest from (and including) the First Closing Date and the New Money Bonds bear interest from (and including) the Second Closing Date, in each case, at a rate of 4.5 per cent. per annum calculated by reference to the principal amount thereof. Interest on the Bonds shall be payable semi-annually in arrears in equal instalments on 15 March and 15 September in each year (each an “Interest Payment Date”), commencing with the Interest Payment Date falling on 15 March 2023.

The amount of interest payable in respect of any period which is shorter than an Interest Period shall be calculated on the basis of the actual number of days in the relevant period from (and including) the first day of such period to (but excluding) the last day of such period divided by the product of the actual number of days from (and including) the immediately preceding Interest Payment Date (or, if none, the Closing Date) to (but excluding) the next Interest Payment Date and the number of Interest Periods normally ending in any year.

“Interest Period” means the period beginning on (and including) the First Closing Date (with respect to the Exchange Bonds) or the Second Closing Date (with respect to the New Money Bonds) and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

(b) Accrual of Interest

Without prejudice to the obligations of the Issuer to make payments at redemption as provided in these Conditions, each Bond will cease to bear interest where such Bond is converted, redeemed or repaid pursuant to Condition 6, Condition 7 or Condition 10, respectively, from the applicable Mandatory Conversion Date,

Bondholder Conversion Election Date (except in the case of a conversion pursuant to Paragraph 1 of Schedule 2, in which case interest shall cease to accrue from the date of the occurrence of such Change of Control), or the due date for redemption or repayment thereof, as applicable, unless delivery of Shares upon conversion or the payment of principal is improperly withheld or refused, in which event interest will continue to accrue at the rate specified in Condition Schedule 1Part 15(a) (both before and after judgment) up to, but excluding, the Relevant Date.

6. Conversion of Bonds

(a) Conversion at the Option of the Bondholders

Each Bond shall be convertible into fully paid Shares at the option of the Bondholders on the terms and subject to the conditions set forth in Schedule 2 (Equity Conversion).

(b) Mandatory Conversion of Exchange Bonds

(i) On the date which is ten (10) Brussels Business Days after the Recapitalisation Transactions Completion Date (the “Mandatory Conversion Date”), the sum of (A) 10% of the principal amount of each Exchange Bond and (B) any accrued but unpaid interest on such 10% of the principal amount, will be subject to a mandatory conversion into new and/or existing Shares as determined by the Issuer, credited as fully paid (the “Mandatory Conversion”). In the event that the Recapitalisation Transactions Completion Date does not occur, the Mandatory Conversion contemplated by this condition 6(b) shall not occur and the provisions of this condition 6(b) shall be of no further effect. The number of Shares to be issued or transferred and delivered following the Mandatory Conversion shall be determined by the Calculation Agent by dividing (a) the principal amount (plus any accrued but unpaid interest) of the Exchange Bonds to be converted as determined above by (b) the Existing Convertible Bonds Conversion Price in effect on the Mandatory Conversion Date, which is

€12.8913 per Share as of the date of the Trust Deed, and remains subject to

adjustment as described in the terms and conditions of the Existing Convertible Bonds (the “Mandatory Conversion Price”), with the resulting figure rounded down to the nearest whole number of Shares.

The principal amount of the Exchange Bonds outstanding shall be automatically reduced to adjust for the Mandatory Conversion on the date that all Shares and Additional Shares have been issued or transferred and delivered to the Paying and Conversion Agent for delivery to the Bondholders (and, as the case may be, all Shares and Additional Shares have been issued or transferred and delivered to the Share Settlement Agent in accordance with sub-paragraph (vi)). Each Bondholder irrevocably authorises and directs the Paying and Conversion Agent (in relation to

Exchange Bonds in dematerialised form) or the Issuer (in relation to Exchange Bonds in registered form) to give effect to this adjustment.

(ii) Fractions of Shares will not be issued or transferred and delivered on conversion pursuant to the Mandatory Conversion and, except where any individual entitlement would be less than €10, a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of any such fraction and the Volume Weighted Average Price of a Share on the Mandatory Conversion Date (as determined by the Calculation Agent) shall be made by the Issuer in respect of any such fraction and the Issuer shall make payment of the relevant amount to the relevant Bondholder not later than five TARGET Business Days following the Delivery Date and, as the case may be, the Additional Shares Delivery Date shares by transfer to a euro account maintained by the holder with a bank with access to the TARGET 2 System, in accordance with instructions contained in the Mandatory Conversion Investor Notice (as defined below). If Shares in respect of more than one Exchange Bond are to be issued or transferred and delivered to the same person, the number of such Shares to be issued in respect thereof, and any cash payable in respect of any fraction of a Share, shall be calculated by the Calculation Agent on the basis of the aggregate principal amount (plus any accrued but unpaid interest) of such Exchange Bonds being so converted, provided that the Trustee has no responsibility for any such calculations.

Where Shares and, as the case may be, Additional Shares, are to be delivered to the Share Settlement Agent pursuant to sub-paragraph (vi) below, the Shares and, as the case may be, Additional Shares, to be delivered shall be calculated on the basis of the aggregate principal amount of Exchange Bonds in respect of which such delivery is to be made.

(iii) The Issuer will procure that Shares to be issued or transferred and delivered following the Mandatory Conversion will be issued or transferred and delivered to the holder of the Exchange Bonds in accordance with the instructions indicated in the Mandatory Conversion Investor Notice. Such Shares will be issued or transferred and delivered on a Trading Day that shall be on or before the Delivery Date, which shall be the second (2nd) Trading Day following the Mandatory Conversion Date. Any Additional Shares to be issued or transferred and delivered will be deemed to be issued or transferred and delivered as of the second (2nd) day that is a Trading Day following the day on which the relevant Retroactive Adjustment (as defined in the terms and conditions of the Existing Convertible Bonds) occurs (the “Additional Shares Delivery Date”).

For the purpose of the delivery of the relevant Shares in dematerialised form following the Mandatory Conversion, it shall be sufficient that the relevant Demat006 Form shall have been duly and validly completed and submitted by the Issuer with Euroclear or the Paying and Conversion Agent, in

accordance with delivery instructions given by the relevant Bondholder (in the Mandatory Conversion Investor Notice), on the Delivery Date (or Additional Shares Delivery Date), for delivery of the relevant Shares (or Additional Shares). Due and valid completion and submission of the Demat006 Form in accordance with delivery instructions given by the relevant Bondholder as aforementioned shall qualify as settlement of the delivery of the relevant Shares (or Additional Shares), and the principal amount so converted shall be deemed repaid by the Issuer for all purposes of the Trust Deed. The Issuer shall not be responsible for the subsequent actions of Euroclear or the Paying and Conversion Agent required to credit the relevant Shares on the securities account of the relevant Bondholder.

Notwithstanding the foregoing, the Issuer may procure the delivery of Shares before the relevant Delivery Date and/or the relevant Additional Shares Delivery Date provided that all Bondholders are treated equally.

(iv) Bondholders must pay directly to the relevant authorities (or in the case of settlement pursuant to sub-paragraph (vi) below, by means of deduction from the net proceeds of sale or from amount available to the Share Settlement Agent for that purpose) any capital, stamp, issue and registration and transfer taxes and duties arising as a result of the Mandatory Conversion (other than any capital, stamp, issue, registration and transfer taxes and duties payable in Belgium, or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject, in respect of the issue or transfer and delivery of any Shares (including any Additional Shares), which shall be paid by the Issuer). If the Issuer shall fail to pay any taxes and capital, stamp, issue and registration and transfer taxes and duties payable for which it is responsible as provided above, the relevant holder shall be entitled to tender and pay the same and the Issuer, as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any penalties payable in respect thereof.

Such Bondholder (or the Share Settlement Agent (as the case may be) must also pay (in the case of the Share Settlement Agent, by deduction from the net proceeds of sale or from amounts otherwise available to the Share Settlement Agent for that purpose) all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal of an Exchange Bond or interest therein in connection with Mandatory Conversion. For the avoidance of doubt, the Trustee, the Paying and Conversion Agent and the Calculation Agent are not responsible for determining whether any Bondholder is liable for any such taxes or for calculating or verifying amounts payable under this Condition.

Notwithstanding any other provision in these Conditions, the Issuer shall (within five (5) Business Days in London and Brussels of demand by the Trustee) pay to a Protected Party an amount equal to the loss, liability or

cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of tax by that Protected Party as a result of any adjustment to the Mandatory Conversion Price.

The Issuer shall (subject as provided in this Condition 6(b)) procure the delivery, as provided in this Condition 6(b), to or as directed by the relevant Bondholder (or to the Share Settlement Agent (as the case may be)), of Shares and, as the case may be, Additional Shares, credited as paid up in full.

(v) Without prejudice to the requirement to deliver the Mandatory Conversion Bondholder Notification (as defined below) under this Condition 6(b)(v), on or prior to the date which is three (3) Brussels Business Days before the Recapitalisation Transactions Completion Date expected by the Issuer (the “Expected Recapitalisation Transactions Completion Date”), the Issuer shall deliver a notice to the Bondholders and the Trustee (the “Expected Mandatory Conversion Bondholder Notification”), informing each Bondholder of the Expected Recapitalisation Transactions Completion Date and indicating the Mandatory Conversion Date and the Cut-off Date (as defined below) should the Recapitalisation Transactions be consummated on the Expected Recapitalisation Transactions Completion Date. The Issuer shall deliver a new Expected Mandatory Conversion Bondholder Notification to the Bondholders and the Trustee should there be any changes to the Expected Recapitalisation Transactions Completion Date. On the Brussels Business Day immediately following the Recapitalisation Transactions Completion Date, the Issuer shall deliver a notice to the Bondholders and the Trustee (the “Mandatory Conversion Bondholder Notification”), informing each Bondholder and the Trustee of the consummation of the Recapitalisation Transactions and indicating the Mandatory Conversion Date, the Cut-Off Date (as defined below) and the lowest price per Share at which Shares were sold to investors in the Required Topco Equity Offering. Shares and Additional Shares, if applicable, to be issued pursuant to the Mandatory Conversion shall be issued to each Bondholder receiving a Mandatory Conversion Bondholder Notification, subject to the delivery of a valid and completed Mandatory Conversion Investor Notice (as defined below). In order to obtain delivery of the Shares or Additional Shares, if applicable, issued or transferred following the Mandatory Conversion, each Bondholder shall deliver a duly completed and signed notice (the “Mandatory Conversion Investor Notice”) in the form obtainable from the specified office of the Paying and Conversion Agent, to the specified office of the Paying and Conversion Agent on or before the date that is five (5) Brussels Business Days prior to the Mandatory Conversion Date (the “Cut-Off Date”). If such delivery is made after the end of normal business hours or on a day which is not a Trading Day, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following Trading Day.

A Mandatory Conversion Investor Notice, once delivered by a Bondholder, shall be irrevocable. Failure to properly complete and deliver a Mandatory Conversion Investor Notice may result in such notice being treated as null and void and in such circumstances the Issuer shall be entitled to effect settlement in accordance with sub-paragraph (vi). Any determination as to whether any Mandatory Conversion Investor Notice has been properly completed and delivered shall be made by the Paying and Conversion Agent in its sole and absolute discretion and shall, save in the case of manifest error, be conclusive and binding on the Issuer, the Calculation Agent and the relevant Bondholders.

Neither the Issuer nor the Paying and Conversion Agent shall be responsible or liable to any person for any delay in the delivery of Shares arising as a result of a failure by the relevant Bondholder to supply all information and details as required by the relevant Mandatory Conversion Investor Notice.

(vi) In the event a Bondholder has failed to deliver a valid and complete Mandatory Conversion Investor Notice to the Paying and Conversion Agent on or before the Cut-off Date, then on the Delivery Date the relevant Shares will be delivered to an independent financial institution (the “Share Settlement Agent”) selected and appointed by the Issuer on or after the Cut-off Date at its expense. The Issuer shall procure that all of such Shares and, as the case may be, Additional Shares, shall be sold by or on behalf of the Share Settlement Agent as soon as practicable based on advice from an Independent Adviser, selected and appointed by the Issuer at its expense and (subject to the deduction by or on behalf of the Share Settlement Agent of any amount which it determines to be payable in respect of its liability to taxation and the payment of any capital, stamp, issue, registration and/or transfer taxes and duties (if any) and any fees or costs incurred by the Issuer (including in respect of the appointment of the Independent Adviser and the Share Settlement Agent and/or by or on behalf of the Share Settlement Agent in connection with the sale thereof)) that the net proceeds of sale (as soon as practicable after such sale) shall be distributed rateably by or on behalf of the Share Settlement Agent to the relevant Bondholders in accordance with Condition 8(a) or in such other manner as shall be notified to the Bondholders.

The amount of such net proceeds of sale in respect of the Exchange Bonds payable to a holder shall (without prejudice to this sub-paragraph (vi)) be treated for all purposes as the full amount due from the Issuer in respect of the Mandatory Conversion of the relevant Exchange Bonds.

The Share Settlement Agent shall act solely as the agent of the Issuer. The Paying and Conversion Agent shall have no liability in respect of the exercise or non-exercise of any power or discretion pursuant to sub- paragraph (v) above or in respect of the selection and appointment of the Share Settlement Agent or the performance by the Share Settlement Agent

of its duties and functions. The Paying and Conversion Agent nor the Issuer, shall have any liability in respect of any sale of any Shares or Additional Shares, whether for the timing of any such sale or the price at or manner in which such Shares or Additional Shares are sold, or any inability to sell any Shares or Additional Shares or the rate of exchange at which any amount is converted into euro or for the timing of any distribution or otherwise whatsoever.

(vii) Shares (including any Additional Shares) issued or transferred and delivered following the Mandatory Conversion will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the relevant Delivery Date or, in the case of Additional Shares, on the relevant Additional Shares Delivery Date, except in any such case for any right excluded by mandatory provisions of applicable law, except that such Shares or, as the case may be, Additional Shares will not rank for (or, as the case may be, the relevant holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the Delivery Date or, as the case may be, the Additional Shares Delivery Date.

7. Redemption and Purchase

(a) Final Redemption

Unless previously purchased and cancelled, redeemed or converted as herein provided, the Bonds will be redeemed at their principal amount on the Final Maturity Date.

The Bonds may only be redeemed at the option of the Issuer prior to the Final Maturity Date in accordance with Condition Schedule 1Part 17(b), and may only be redeemed by Bondholders prior to the Final Maturity Date in accordance with Condition Schedule 1Part 17(d).

(b) Redemption at the Option of the Issuer

Subject to Condition Schedule 1Part 17(c), on or following the date that is one year after the First Closing Date, the Issuer may elect to redeem all but not some of the Bonds on giving not less than ten (10) nor more than fifteen (15) Brussels Business Days’ notice (an “Optional Redemption Notice”) to the Trustee, the Paying and Conversion Agent, the Calculation Agent and the Bondholders in accordance with Condition 15. The Bonds shall be redeemed on the date (the “Optional Redemption Date”) specified in the Optional Redemption Notice at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price), together with accrued and unpaid interest up to (but excluding) the Optional Redemption Date.

An Optional Redemption Notice shall contain a statement informing the Bondholders of their right to exercise the Bondholder Conversion Option pursuant to and in accordance with Schedule 2 (Equity Conversion) prior to such redemption.

The Issuer shall not give an Optional Redemption Notice at any time during a Change of Control Period or an Offer Period which specifies a date for redemption falling in a Change of Control Period or an Offer Period or the period of 21 days following the end of a Change of Control Period or Offer Period (whether or not the relevant notice was given prior to or during such Change of Control Period or Offer Period), and any such notice shall be invalid and of no effect (whether or not given prior to the relevant Change of Control Period or Offer Period) and the relevant redemption shall not be made.

Subject to Section 3(a)(i) of Schedule 3 (Redemption Price), an Optional Redemption Notice shall be irrevocable. Any such notice shall specify (i) the Optional Redemption Date which shall be a Brussels Business Day; (ii) the applicable Redemption Price and accrued and unpaid interest (iii) the applicable Bondholder Conversion Option Conversion Price, the aggregate principal amount of the Bonds outstanding and the Closing Price of the Shares, in each case as at the latest practicable date prior to the publication of the Optional Redemption Notice; and (iv) the last day on which Conversion Rights may be exercised by Bondholders.

“Offer Period” means any period commencing on the date of the first public announcement of an offer or tender (howsoever described) by any person or persons in respect of all or a majority of the issued and outstanding Shares and ending on the date that offer ceases to be open for acceptance or, if earlier, on which that offer lapses or terminates.

(d) Redemption at the Option of Bondholders upon a Change of Control

Following the occurrence of a Change of Control, the holder of each Bond will have the right to require the Issuer to redeem that Bond on the relevant Put Date at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price), together with accrued and unpaid interest up to (but excluding) such date. To exercise such right, the holder of the relevant Bond must transfer such Bond to the specified account of the Paying and Conversion Agent, together with a duly completed and signed notice of exercise in the form for the time being current obtainable from the specified office of the Paying and Conversion Agent (a “Put Exercise Notice”), at any time during the Change of Control Period, as the case may be. The “Put Date” shall be the seventh (7th) Brussels Business Day after the expiry of the Change of Control Period.

None of the Trustee, the Paying and Conversion Agent and the Calculation Agent shall be required to take any steps to ascertain whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred or

may occur and none of them will be responsible or liable to Bondholders or any other person for any loss arising from any failure by it to do so. Payment in respect of any such Bond shall be made by transfer to a Euro account with a bank with access to the TARGET 2 System as specified by the relevant Bondholder in the relevant Put Exercise Notice.

A Put Exercise Notice, once delivered, shall be irrevocable, and the Issuer shall redeem all Bonds the subject of Put Exercise Notices delivered as aforesaid on the relevant Put Date.

Within two (2) Brussels Business Days following the occurrence of a Change of Control, the Issuer shall give notice thereof to the Bondholders in accordance with Condition 15 (a “Change of Control Put Event Notice”) and shall, at the same time, provide a copy of the Change of Control Put Event Notice to the Trustee and the Paying and Conversion Agent. The Change of Control Put Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to this Condition 7(d) (in each case, provided that the Change of Control Resolutions have been approved and filed). The Change of Control Put Event Notice shall also specify:

(i) to the fullest extent permitted by applicable law, all information material to Bondholders concerning the Change of Control;

(ii) the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price), the aggregate principal amount of the Bonds outstanding and any accrued but unpaid interest thereon, and the Closing Price of the Shares, in each case as at the latest practicable date prior to the publication of the Change of Control Put Event Notice;

(iii) the last day of the Change of Control Period; and

(iv) the Put Date.

(e) Purchase

Subject to (i) the requirements (if any) of any stock exchange on which the Bonds may be admitted to listing and trading at the relevant time, (ii) the Issuer’s obligations under the Senior Finance Documents, the Intercreditor Agreement and the Trust Deed and (iii) compliance with applicable laws and regulations, the Issuer or any of the Guarantors or any member of the Group may at any time purchase any Bonds in the open market or otherwise at any price. The Bonds so purchased, while held by or on behalf of the Issuer or any of the Guarantors or any member of the Group, shall not entitle the holder to vote at any meeting of the Bondholders or otherwise to exercise any voting rights in respect of such Bonds, and shall not be deemed to be outstanding for the purposes of calculating quora at meetings or for voting on any Extraordinary Resolution or for the purposes of Condition Schedule 1Part 112(a).

(f) Cancellation

All Bonds which are redeemed or in respect of which the Bondholder Conversion Option is exercised will be cancelled and may not be reissued or resold. The Issuer may, at its own discretion, cancel any Bonds purchased by the Issuer while held by the Issuer.

(g) Multiple Notices

If more than one notice of redemption is given pursuant to this Condition 7, the first of such notices to be given shall prevail, save that a notice given pursuant to Condition Schedule 1Part 17(d) shall prevail over a notice given pursuant to Condition Schedule 1Part 17(b) in circumstances where the Put Date falls prior to the Optional Redemption Date.

(h) Discharge

In the event that the principal amount of all of the Bonds has been satisfied and/or discharged in their entirety, whether by way of conversion, redemption by the Issuer in accordance with Conditions Schedule 1Part 17(a), Schedule 1Part 17(b) or Schedule 1Part 17(d), purchase and cancellation by the Issuer, or as a result of a judgment of a court of competent jurisdiction (including but not limited to a judgment of an English court), all obligations of the Issuer to the Bondholders under the Bonds, these Conditions, the Agency Agreement, the Clearing Services Agreement, the Trust Deed and the Calculation Agency Agreement shall be automatically deemed to have been satisfied and discharged in their entirety for all purposes.

8. Payments

(a) Principal

Payment of (i) principal, interest and any other amounts payable to the Bondholders at redemption under Condition 7 in respect of the Bonds, and (ii) the net proceeds of sale under Condition 6(b)(vi), will be made through the Paying and Conversion Agent and the NBB-SSS (in respect of Bonds in dematerialised form) or to the persons shown in the Register at the close of business on the Record Date (or in the case of Condition 6(b)(vi) the date falling five (5) Brussels Business Days prior to the relevant Delivery Date) (in each case (in respect of Bonds in registered form).

(b) Other amounts

Payments of all amounts other than as provided in Condition Schedule 1Part 18(a) will be made as provided in these Conditions.

“Record Date” means the fifteenth day, in the place of the registered office of the Register, before the due date for the relevant payment.

(d) Payments in respect of Bonds in dematerialised form

In respect of Bonds in dematerialised form, unless instructed otherwise by the Paying and Conversion Agent, the NBB will debit the account of the Paying and Conversion Agent with the NBB for payments due by the Issuer to the Bondholders in accordance with the NBB-SSS Regulations and will be responsible for ensuring that payments are credited to the accounts of the relevant participants with the NBB-SSS.

The payment obligations of the Issuer under the Bonds in dematerialised form will be discharged by payment to the NBB in respect of each amount so paid.

(e) Payments subject to fiscal laws

All payments in respect of the Bonds are subject in all cases to (i) any applicable fiscal or other laws and regulations applicable thereto in the place of payment but without prejudice to Condition 9; and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or otherwise imposed pursuant to FATCA.

(f) Delay in payment

Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date not being a Brussels Business Day or such other jurisdiction in which payments are processed or received.

(g) Paying and Conversion Agents and Calculation Agents

The Issuer and the Guarantors reserve the right under the Agency Agreement at any time, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying and Conversion Agent and appoint additional or other Paying and Conversion Agents, provided that they will maintain a Paying and Conversion Agent which will at all times be authorised by the NBB to act as paying agent in the NBB-SSS. Notice of any change in the Paying and Conversion Agents or their specified offices will promptly be given by the Issuer to the Bondholders in accordance with Condition 15.

Notice of any change in the Paying and Conversion Agent or their specified offices will promptly be given by the Issuer to the Bondholders in accordance with Condition 15.

The Issuer also reserves the right under the Calculation Agency Agreement at any time to vary or terminate the appointment of the Calculation Agent, provided that

it will maintain a Calculation Agent which shall be a financial institution of international repute or a financial adviser with appropriate expertise.

Notice of any change in the Calculation Agent will promptly be given by the Issuer to the Bondholders in accordance with Condition 15.

In performing its duties under these Conditions or the Agency Agreement, the Paying and Conversion Agent acts solely as agent of the Issuer. The Paying and Conversion Agent does not assume any obligation, relationship of agency or trust or other responsibility towards the Bondholders. For the avoidance of doubt, the Paying and Conversion Agent is not responsible for the records held by the NBB- SSS in respect of the Bonds, nor for the proper performance by the NBB-SSS or any of its participants or any other Relevant Clearing System(s) of its obligations in respect of the Bonds or the Shares (as applicable) in accordance with their respective rules and operating procedures.

(h) No charges

None of the Paying and Conversion Agent and the Calculation Agent shall make or impose on a Bondholder any charge or commission in relation to any payment, exchange, transfer or conversion in respect of the Bonds.

(i) Fractions

When making payments to Bondholders, if the relevant payment is not of an amount which is a whole multiple of the smallest unit of the relevant currency in which such payment is to be made, such payment will be rounded down to the nearest unit.

9. Taxation

All payments made by or on behalf of the Issuer or any of the Guarantors in respect of the Bonds (including under any Guarantee) will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Belgium or any political subdivision or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required to be made by law. In the event that any such withholding or deduction is required to be made, the Issuer or, as the case may be, the relevant Guarantors will pay such additional amounts as will result in the receipt by the Bondholders of the amounts which would otherwise have been received by them had no such withholding or deduction been required (the “Additional Amounts”), except that no such Additional Amount shall be payable (i) in respect of interest on any Bond to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of such holder having some connection with Belgium otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond or (ii) in respect of interest on any Bond that is in registered form, if such payment could have been made without such deduction or withholding to the holder thereof if that

Bond were in dematerialised form, held at all times in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the NBB-SSS in accordance with the Belgian Law of 6 August 1993 in relation to transactions with certain securities.

The Issuer shall (within five (5) Business Days in London and Brussels of demand by the Trustee) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Second Lien Bonds Finance Document (the “Tax Indemnity”). The Tax Indemnity shall not apply:

(a) with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(b) to the extent a loss, liability or cost:

(i) is compensated for by the Additional Amounts;

(ii) would have been compensated for by the Additional Amounts but is not compensated for by the Additional Amounts due to application of an exception set out in sub-paragraph (i) or (ii) of the first paragraph of this Condition 9 (Taxation); or

(iii) relates to a FATCA Deduction required to be made by a Protected Party.

A Protected Party making, or intending to make, a claim of Tax Indemnity shall promptly notify the Issuer of the event which will give, or has given, rise to the claim.

References in these Conditions to principal and/or interest and/or any other amounts payable in respect of the Bonds shall be deemed also to refer to any Additional Amounts which may be payable under this Condition 9 or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

Where a withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature is imposed or levied by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, the exclusion in this Condition 9 will only apply if the Bonds have been (even if they no longer remain) admitted to listing and trading on a recognised stock exchange (as such term is defined in Section 1005 of the Income Tax Act 2007).

None of the Trustee, the Paying and Conversion Agent and the Calculation Agent shall be responsible for paying any tax, duty, charges, assessments, government charges, withholding or other payment referred to in this Condition 9 in connection with the Bonds or for determining whether such amounts are payable or the amount thereof, and none of

them shall be responsible or liable for any failure by the Issuer, any Bondholder or any other person to pay such tax, duty, charges, assessments, government charges, withholding or other payment in any jurisdiction or be responsible to provide any notice or information in relation to the Bonds in connection with payment of such tax, duty, charges, assessments, government charges, withholding or other payment imposed by or in any jurisdiction, including without limitation any notice or information to the the Trustee, the Paying and Conversion Agent or the Calculation Agent that would permit, enable or facilitate the payment of any principal and premium or other amount under or in respect of the Bonds without deduction or withholding for or on account of any tax, duty, charges, assessments, government charges, withholding or other payment imposed by or in any jurisdiction.

10. Events of Default

If any of the following events (each an “Event of Default”) occurs, and is continuing the Trustee at its discretion may, and if so requested in writing by the holders of at least one- fifth in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer that the Bonds are, and they shall therefore immediately become, due and repayable at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price) together with accrued interest (as provided in the Trust Deed), provided that, upon the occurrence of an Event of Default pursuant to Conditions Schedule 1Part 110(f)-(g), the Bonds shall, automatically and without further action or notice, immediately become due and repayable at the applicable Redemption Price determined in accordance with Schedule 3 (Redemption Price) together with accrued interest (as provided in the Trust Deed).

(a) Non-payment

The Issuer or any of the Guarantors fails to pay any principal or interest due in respect of (any of) the Bonds, and such breach is not remedied within a period of five (5) Business Days in London and Brussels of its due date;

(b) No delivery of Shares upon conversion

The Issuer fails to deliver Shares in accordance with these Conditions and in each case on the dates required by these Conditions upon a Bondholder exercising its Conversion Right and such breach is not remedied within seven (7) days.

Any requirement of paragraph Schedule 1Part 11 (Financial Covenant) of Schedule 1 (Undertakings) is not satisfied.

(d) Breach of other obligations

The Issuer or any of the Guarantors does not perform or comply with any one or more of its other obligations (or any provision which would, but for the provisions of applicable law, be an obligation) in the Bonds or the Trust Deed which default

is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within fifteen (15) Business Days in London and Brussels of the earlier of (i) the Trustee giving notice to the Issuer or the applicable Guarantor (and the Issuer) and (ii) the Issuer or the applicable Guarantor (and the Issuer) becoming aware of the failure to comply.

(e) Cross-payment Default and Cross-acceleration

(i) Any Financial Indebtedness of the Issuer, any Guarantor or any member of the Group is not paid when due and payable nor within any originally applicable grace period; or

(ii) any Financial Indebtedness of the Issuer, any Guarantor or any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described),

provided that no Event of Default will occur under this Condition 10(e) if the aggregate amount of the Financial Indebtedness falling within paragraphs (i) to (ii) above is less than €5,000,000 (or its equivalent in any other currency or currencies).

(f) Insolvency

(i) the Issuer or any of the Guarantors (x) is unable or admits inability to pay its debts as they fall due; (y) suspends making payments on any of its debts; or (z) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(ii) a moratorium is declared in respect of any indebtedness of any of the Issuer and the Guarantors.

(g) Insolvency Proceedings

Any corporate action, legal proceedings or other formal procedure or formal step is taken in relation to:

(i) the suspension of payments, insolvency, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Issuer and the Guarantors;

(ii) a composition, assignment or arrangement with any creditor of any of the Issuer and the Guarantors;

(iii) the appointment of a liquidator, receiver, administrator, provisional administrator, administrative receiver, compulsory manager or other similar officer in respect of any of the Issuer and the Guarantors or any of its assets;

(iv) enforcement of any Security over any material assets of any of the Issuer and the Guarantors;

(v) a voluntary case or proceeding under the applicable US Bankruptcy Code in respect of any of the Issuer and the Guarantors;

(vi) an involuntary case under the US Bankruptcy Code in respect of any of the Issuer and the Guarantors that an order of relief is entered in such case or is not dismissed or stayed within 60 days after commencement of the case; or

or any analogous procedure or step is taken in any jurisdiction, save for, in each case, any action, proceedings, procedures or steps which are (i) the result of a frivolous and vexatious petition and (ii) are discharged or dismissed within twenty

(20) Business Days in London and Brussels of commencement or, if earlier, the date on which it is advertised.

(h) Creditors’ Process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of any of the Issuer and Guarantors having an aggregate value of more than €5,000,000 (or its equivalent in any other currencies) unless such expropriation, attachment, sequestration, distress or execution is stayed, dismissed or discharged within thirty

(30) Business Days in London and Brussels.

(i) Shares and/or Bonds

(i) The Exchange announces that the Shares and/or the Bonds permanently cease(s) (or will permanently cease) to be listed, traded or publicly quoted on the Exchange or the Shares and/or the Bonds permanently cease(s) to be listed, traded or publicly quoted on the Exchange or an equivalent securities market.

(ii) The Shares and/or Bonds permanently cease(s) (or will permanently cease) to become freely tradeable for any reason.

(j) Illegality of the Bonds

It becomes unlawful for the Issuer or any of the Guarantors to perform its obligations under the Bonds.

In respect of any Event of Default, the Trustee shall be entitled to rely on any determination by Bondholders that such Event of Default has occurred and is continuing and shall not be required to monitor if an Event of Default has occurred.

11. Prescription

Claims against the Issuer and the Guarantors for payment in respect of the Bonds shall be prescribed and become void unless made within ten (10) years (in the case of principal) or five (5) years (in the case of interest) from the appropriate Relevant Date in respect of such payment.

Claims in respect of any other amounts payable in respect of the Bonds shall be prescribed and become void unless made within ten (10) years following the due date for payment thereof.

12. Meetings of Bondholders, Modification and Waiver, Substitution

(a) Meetings of Bondholders

The Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Articles of the Issuer or any other Transaction Document (in the case of the Articles of the Issuer, which would vary, abrogate or modify the rights appertaining to the Shares). Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if requested in writing by Bondholders holding not less than 10 per cent. in principal amount of the Bonds for the time being outstanding.

The quorum for any meeting convened to consider an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to change the Final Maturity Date, or the dates on which interest or any other amount is payable in respect of the Bonds, (ii) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Condition Schedule 1Part 17(b) or (d), (iii) to reduce or cancel the principal amount of, or interest on, or any other amounts payable in respect of, the Bonds or to reduce the amount payable on redemption of the Bonds,

(iv) to modify the basis for calculating the interest payable in respect of the Bonds,

(v) to modify the provisions relating to, or cancel, the Conversion Rights, (vi) to increase the Bondholder Conversion Option Conversion Price (other than in accordance with these Conditions), (vii) to change the currency of the Bonds or any payment in respect of the Bonds, (viii) to change the governing law of the Bonds, the Trust Deed, the Agency Agreement, the Clearing Services Agreement or the Calculation Agency Agreement, (ix) to modify the Articles of the Issuer so as to vary, abrogate or modify the rights appertaining to the Shares, (x) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution (xi) to modify Conditions 1(d) or 2(b) or (xii) to modify the provisions of Second Lien Bonds Finance

Documents concerning the ranking of the Bonds or the Transaction Security related thereto, or otherwise releasing any Security to the extent not expressly contemplated in the Conditions or the Transaction Documents, in which case the necessary quorum will be one or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than one-third, in principal amount of the Bonds for the time being outstanding. For the avoidance of doubt, any modification or waiver of the Conditions applicable to the Bonds shall always be subject to the consent of the Issuer.

Any Extraordinary Resolution duly passed by the Bondholders shall be binding on all of the Bondholders (whether or not they were present at any meeting at which such resolution was passed and whether or not they voted on such resolution).

The Trust Deed provides that for so long as the Bonds are in dematerialised form and settled through the NBB-SSS, (i) a resolution passed at a meeting duly convened and held by or on behalf of the holder(s) of not less than 75 per cent. of the aggregate principal amount of the Bonds eligible to vote at such meeting, (ii) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. of the aggregate principal amount of the Bonds for the time being outstanding or (iii) consents given by way of electronic consents through NBB-SSS, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “Relevant Clearing System(s)”) (in a form satisfactory to the Trustee) by or on behalf of the holder(s) of not less than 75 per cent. of the aggregate principal amount of the Bonds for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Bondholders, provided that, in each of (i), (ii) and

(iii) above, such threshold of 75 per cent. shall automatically and without further action by the Issuer, the Trustee or the Bondholders be reduced to two-thirds of the aggregate principal amount of the Bonds in the event that the proposed action to be approved in the Extraordinary Resolution principally relates to the reduction in principal amount of the Bonds and/or the conversion of the Bonds into Shares in connection with a Change of Control (and related matters).

(b) Written Resolutions or Electronic Consents

For so long as the Bonds are in dematerialised form and settled through the NBB- SSS, then in respect of any matters proposed by the Issuer, a Guarantor or the Trustee:

Where the terms of the resolution proposed by the Issuer, the Guarantors or the Trustee (as the case may be) have been notified to the Bondholders through the Relevant Clearing System(s) as provided in sub- paragraphs (i) and/or (ii) below, each of the Issuer, the Guarantors and the Trustee shall be entitled to rely upon approval of such resolution given by way of electronic consents communicated through the electronic communications systems of the Relevant Clearing System(s) to the Paying and Conversion Agent or another specified agent in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. of the aggregate principal amount of the Bonds outstanding (the

“Required Proportion”) (“Electronic Consent”) by close of business on the Relevant Date (as defined below) provided that the Required Proportion shall automatically and without further action by the Issuer, the Trustee or the Bondholders be reduced to two-thirds of the aggregate principal amount of the Bonds in the event that the proposed action to be approved in the Extraordinary Resolution principally relates to the reduction in principal amount of the Bonds and/or the conversion of the Bonds into Shares in connection with a Change of Control (and related matters). Any resolution passed in such manner shall be binding on all Bondholders and shall take effect as an Extraordinary Resolution, even if the relevant consent or instruction proves to be defective. None of the Issuer, the Guarantors or the Trustee shall be liable or responsible to anyone for such reliance:

(i) When a proposal for a resolution to be passed as an Electronic Consent has been made, at least 10 days’ notice (exclusive of the day on which the notice is given and of the day on which affirmative consents will be counted) shall be given to the Bondholders through the Relevant Clearing System(s). The notice shall specify, in sufficient detail to enable Bondholders to give their consents in relation to the proposed resolution, the method by which their consents may be given (including, where applicable, blocking of their accounts in the Relevant Clearing System(s)) and the time and date (the Relevant Date) by which they must be received in order for such consents to be validly given, in each case subject to and in accordance with the operating rules and procedures of the Relevant Clearing System(s).

(ii) If, on the Relevant Date on which the consents in respect of an Electronic Consent are first counted, such consents do not represent the Required Proportion, the resolution shall, if the party proposing such resolution (the “Proposer”) so determines, be deemed to be defeated. Such determination shall be notified in writing to the Paying and Conversion Agent. Alternatively, the Proposer may give a further notice to Bondholders that the resolution will be proposed again on such date and for such period as shall be agreed with the Trustee (unless the Trustee is the Proposer). Such notice must inform Xxxxxxxxxxx that insufficient consents were received in relation to the original resolution and the information specified in sub- paragraph (i) above. For the purpose of such further notice, references to “Relevant Date” shall be construed accordingly.

Where Electronic Consent is not being sought, for the purpose of determining whether a resolution in writing has been validly passed, the Issuer, the Guarantors and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer, the Guarantors and/or the Trustee, as the case may be, (x) by accountholders in the clearing system(s) with entitlements to the Bond and/or (y), where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purposes of establishing the entitlement to give any such consent or instruction, the Issuer, the

Guarantors and the Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (x) above, the Relevant Clearing System(s) and, in the case of (y) above, the Relevant Clearing System and the accountholder identified by the Relevant Clearing System. Any resolution passed in such manner shall be binding on all Bondholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the Relevant Clearing System (including NBB-SSS’s WIROW, Euroclear’s EUCLID or Clearstream, Luxembourg’s Xact Web Portal) in accordance with its usual procedures and in which the accountholder of a particular principal amount of the Bonds is clearly identified together with the amount of such holding. Neither the Issuer, the Guarantors nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

Subject to it being indemnified, prefunded and/or secured to its satisfaction, the Trustee may agree, without the consent of the Bondholders, to (i) any modification of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement, any agreement supplemental to the Agency Agreement, the Clearing Services Agreement, any agreement supplemental to the Clearing Services Agreement, the Calculation Agency Agreement, any agreement supplemental to the Calculation Agency Agreement, the Intercreditor Agreement, any agreement supplemental to the Intercreditor Agreement, the Bonds or these Conditions or the Articles of the Issuer which in the Trustee’s opinion is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law, and (ii) any other modification to the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to Agency Agreement, any agreement supplemental to the Agency Agreement, the Clearing Services Agreement, any agreement supplemental to the Clearing Services Agreement, the Calculation Agency Agreement, any agreement supplemental to the Calculation Agency Agreement, the Intercreditor Agreement, any agreement supplemental to the Intercreditor Agreement, the Bonds or these Conditions or the Articles of the Issuer (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement, the Clearing Services Agreement, any agreement supplemental to the Clearing Services Agreement, the Calculation Agency Agreement, any agreement supplemental to the Calculation Agency Agreement, any agreement supplemental to the Agency Agreement, the Intercreditor Agreement, any agreement supplemental to the Intercreditor Agreement, the Bonds or these Conditions or the Articles of the Issuer which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Bondholders. Subject to it being indemnified, prefunded and/or secured to its

satisfaction, the Trustee may, without the consent of the Bondholders, determine that any Event of Default or Potential Event of Default (as defined in the Trust Deed) should not be treated as such, provided that in the opinion of the Trustee, the interests of Bondholders are not materially prejudiced thereby. Any such modification, authorisation, waiver or determination shall be binding on the Bondholders and, if the Trustee so requires, shall be notified to the Bondholders promptly in accordance with Condition 15.

(d) Entitlement of the Trustee

In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Bondholders as a class but shall not have regard to any interests arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Bondholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or any of the Guarantors or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders, except to the extent provided for in these Conditions or the Trust Deed.

(e) Conflict with Mandatory Laws

Where any provision for convening meetings of Bondholders would conflict with the relevant mandatory provisions of the Belgian Code of Companies and Associations, the mandatory provisions of the Belgian Code of Companies and Associations will apply.

13. Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings, actions or steps against the Issuer and/or any of the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Bonds and/or the Intercreditor Agreement (save that the Transaction Security may only be enforced in accordance with the provisions of the Intercreditor Agreement and the Security Documents), but it shall not be bound to take any such proceedings or any other action or step in relation to the Trust Deed or the Bonds unless (i) it shall have been so directed by an Extraordinary Resolution of the Bondholders or so requested in writing by the holders of at least one-fifth in principal amount of the Bonds then outstanding, and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Bondholder shall be entitled to proceed directly against the Issuer or any of the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

14. The Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including:

(i) provisions relieving it from taking steps, actions or proceedings unless indemnified and/or secured and/or prefunded to its satisfaction; and

(ii) provisions limiting or excluding its liability in certain circumstances. The Trustee is entitled to enter into business transactions with the Issuer, the Guarantors and any entity related to the Issuer or the Guarantors without accounting for any profit. The Trust Deed provides that, when determining whether an indemnity or any security or pre-funding is satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given circumstance by considering the worst-case scenario and (ii) to require that any indemnity or security given to it by the Bondholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

To the fullest extent permitted by applicable law, the Issuer shall notify the Trustee as soon as reasonably practicable of all events and circumstances which may reasonably be expected to trigger conversion and/or redemption under Conditions 6 and/or 7.

The Trustee may rely without liability to Bondholders on a report, confirmation or certificate or opinion or any advice of any accountants, financial advisers, financial institution or other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, opinion, confirmation or certificate or advice and such report, opinion, confirmation, or certificate or advice shall be binding on the Issuer, the Guarantors, the Trustee and the Bondholders.

15. Notices

All notices regarding the Bonds will be valid if published through the electronic communication system of Bloomberg. For so long as the Bonds are held by or on behalf of the NBB-SSS, notices to Bondholders shall also be delivered to the participants in the NBB-SSS for onward communication to Bondholders in addition to such publication. Any such notice shall be deemed to have been given to Bondholders on the calendar day after the date on which the said notice was given the NBB-SSS. The Issuer shall send a copy of all notices given by it to the Bondholders pursuant to these Conditions simultaneously to the Paying and Conversion Agent, the Trustee and the Calculation Agent.

The Issuer shall also ensure that all notices are duly published (if such publication is required) in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for the time being listed and/or admitted

to trading. Any such notice shall be deemed to have been given on the date of such notice. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

16. Contracts (Rights of Third Parties) Xxx 0000

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Xxx 0000 but this shall not affect any right or remedy which exists or is available apart from such Act.

17. Governing Law and Jurisdiction

(a) Governing Law

The Trust Deed, the Agency Agreement, the Calculation Agency Agreement and the Bonds and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law. Notwithstanding the foregoing, (i) the provisions regarding meetings of Bondholders shall be subject to the mandatory provisions of Belgian law regarding meetings of bondholders, and (ii) the provisions regarding the Required Topco Shareholder Approvals are governed by, and shall be construed in accordance with, Belgian law.

(b) Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed or the Bonds (and any non- contractual obligations arising out of or in connection with them) and accordingly any legal action or proceedings arising out of or in connection with the Trust Deed or the Bonds (“Proceedings”) may be brought in such courts. The Issuer and the Guarantors have in the Trust Deed irrevocably submitted to the jurisdiction of such courts and have waived any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Trustee and each of the Bondholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Notwithstanding the foregoing, Belgian courts have exclusive jurisdiction over matters concerning the validity of decisions of the board of directors of the Issuer and of the general meeting of Shareholders of the Issuer, and if provisions of mandatory Belgian law apply in relation to meetings of Bondholders, matters concerning the validity of meetings of Bondholders in relation to such provisions.

The Issuer and each of the Guarantors have irrevocably appointed Law Debenture Corporate Services Limited at its registered office for the time being, currently at

0xx Xxxxx, 000 Xxxxxxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, XX0X 0XX as its agent in England to receive service of process in any Proceedings in England. Nothing herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law.

Schedule 1 Undertakings

1. Financial Covenant

(a) Each of the Issuer and Guarantors shall ensure that on each Month-End Date falling on and after the date of the Trust Deed, the Liquidity Amount is an amount equal to at least €8,000,000 (the “Minimum Liquidity Covenant”).

(b) The Issuer shall confirm whether the Minimum Liquidity Covenant has been satisfied in each Compliance Certificate. In the event that the Minimum Liquidity Covenant is not satisfied as of any Month-End Date that is not the end of a Financial Quarter, the Issuer shall notify the Trustee of such breach in accordance with paragraph 2(f) (Notification of Default) of Schedule 1 (Undertakings).

(c) Each Compliance Certificate shall certify that the Minimum Liquidity Covenant has been satisfied as of each Month-End Date in the relevant Financial Quarter to which the Quarterly Report relates.

(d) No non-compliance will occur under paragraph (a) above if prior to or within ten

(10) Business Days in London and Brussels after the Month-End Date on which the Minimum Liquidity Covenant was breached, Topco received the proceeds of New Shareholder Injections in a minimum amount equal to the amount required to ensure that the financial covenant in paragraph (a) would be complied with if tested again on the date of receipt of such proceeds (such minimum amount, the “Cure Amount”) on the basis that the full amount of any New Shareholder Injections so provided in accordance with this paragraph (d) shall be included as freely available Cash of the Issuer for the relevant Month as if provided immediately prior to the last date in such Month (the “Cure Right”).

(e) In relation to any such New Shareholder Injections so provided in accordance with paragraph (d) above:

(i) the Issuer shall not be entitled to prevent or cure breaches of the financial covenant on more than four occasions from the date of the Trust Deed or in consecutive Months;

(ii) in relation to any New Shareholder Injections so provided prior to the date of delivery of the relevant Compliance Certificate for the relevant Quarter- End Period the Compliance Certificate for that Quarter-End Period shall set out the revised financial covenant for the relevant Month-End Period by giving effect to the Cure Right and confirming that such New Shareholder Injections have been provided; and

(iii) in relation to any such New Shareholder Injections so provided following the date of delivery of the relevant Compliance Certificate for the relevant Month-End Date, immediately following the proceeds of those New Shareholder Injections being provided to it, the Issuer provides a revised Compliance Certificate to the Trustee setting out the revised financial

covenant for the relevant Quarter-End Period by giving effect to the Cure Right.

(f) For the avoidance of doubt there shall be no requirement to apply any amount of a Cure Amount in redemption of the Bonds.

2. Information Undertakings

The undertakings in this paragraph Schedule 1Part 12 (Information Undertakings) of this Schedule 1 (Undertakings) remain in force from the First Closing Date for so long as any Bonds are outstanding.

(a) Financial Statements

Topco shall supply to the Trustee:

(i) as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years (beginning with the Financial Year ending on 31 December 2022) its audited financial statements for that Financial Year; and

(ii) as soon as the same become available, but in any event within ninety (90) days after the end of the first Financial Half-Year Period in each of its Financial Years, its consolidated semi-annual (year-to-year) reports as at the last day of the relevant Financial Half-Year Period.

(b) Provision and contents of Compliance Certificate

(i) The Issuer shall supply a Compliance Certificate to the Trustee:

(a) with each set of Annual Financial Statements and Semi-Annual Financial Statements delivered under the Bonds; and

(b) in respect of compliance with the Minimum Liquidity Covenant, with each Quarterly Report delivered under the Bonds.

(ii) Each Compliance Certificate shall following the First Test Date, confirm compliance with the Minimum Liquidity Covenant and to the extent applicable, set out (in reasonable detail) the information and computations required by the form of Compliance Certificate set out in Schedule 3 to the Trust Deed (Form of Compliance Certificate).

(iii) Each Compliance Certificate shall be signed by either the chief executive officer or chief financial officer of Topco.

(i) The Issuer shall supply to the Trustee as soon as it becomes available, but in any event within fifteen (15) days after the end of each Financial Quarter, a quarterly update containing a consolidated cash position for the Group as of the relevant Quarter-End Date in sufficient detail necessary to calculate the Liquidity Amount as of such date (“Quarterly Report”).

(d) Requirements as to financial statements

(i) Each set of financial statements delivered by Topco pursuant to paragraph Schedule 1Part 12(a) (Financial Statements) shall be certified by an authorised signatory of Topco as, if audited, giving a fair view or, if unaudited, fairly representing the financial condition and operations of the Group as at the date as at which those financial statements were drawn up.

(ii) Topco shall procure that each set of financial statements delivered by Topco pursuant to paragraph Schedule 1Part 12(a) (Financial Statements) includes a balance sheet, a profit and loss account and a cashflow statement.

(iii) Topco shall procure that each set of financial statements delivered by it pursuant to paragraph Schedule 1Part 12(a) (Financial Statements) is prepared using the Relevant GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any such set of financial statements, it notifies the Trustee that there has been a change in Relevant GAAP, the accounting practices or reference periods and, upon request of the Trustee, it shall deliver to the Trustee:

(a) a description of any change necessary for those financial statements to reflect the Relevant GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(b) sufficient information, in form and substance as may be reasonably required by the Trustee, to enable the Bondholders to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(e) Information: miscellaneous

The Issuer shall supply to the Trustee:

(i) all documents dispatched by the Issuer or any of the Guarantors to their respective creditors (or any class of them) generally at the same time as they are dispatched;

(ii) all reports furnished to the creditors in respect of the Existing Convertible Bonds;

(iii) promptly, such information as the Security Agent may reasonably require about the Secured Property and compliance of the Issuer and/or any of the Guarantors with the terms of any Transaction Security Documents;

(iv) within five (5) Business Days in London and Brussels from the date of the adoption of a resolution at a shareholders’ meeting of the Issuer or outside of a shareholders’ meeting, a copy of such resolution, if the relevant resolution has or is reasonably likely to materially and adversely affect the ability of the Issuer to comply with its obligations under the Bonds; and

(v) such other information regarding the business and/or financial condition of the Issuer or the Group taken as a whole reasonably requested by the Trustee or the Security Agent.

(f) Notification of Default

(i) The Issuer shall notify the Trustee of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(ii) Promptly upon a request by the Trustee, the Issuer shall supply to the Trustee a certificate signed by two of its authorised signatories or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

3. General Undertakings

The undertakings in this paragraph Schedule 1Part 13 (General Undertakings) of this Schedule 1 (Undertakings) remain in force from the First Closing Date for so long as any Bonds are outstanding.

(a) Maintenance of Intellectual Property

(i) Each of the Issuer and the Guarantors shall (and Topco shall procure that each other member of the Group will) ensure that all Material Intellectual Property developed solely by or on behalf of a Group member vests and remains vested in a Group member (and if developed solely by or on behalf of the Issuer or any of the Guarantors, vests and remains in the Issuer or any of the Guarantors), and, in respect of the Material Intellectual Property owned by any Group member from time to time:

(a) preserve and maintain the subsistence and validity, and (where appropriate and to the fullest extent within its control) the confidentiality of such Material Intellectual Property;

(b) use reasonable endeavours to prevent and address any infringement or misappropriation in any material respect of such Material Intellectual Property;

(c) make registrations and extensions, pay all registration and extension fees and taxes, and do all other things necessary to maintain such Material Intellectual Property in full force and effect and record the relevant Group member’s interest in that Material Intellectual Property;

(d) not use or permit such Material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Material Intellectual Property which materially and adversely affects, or is reasonably likely to materially and adversely affect, the validity, subsistence or value of such Material Intellectual Property, or restrict or otherwise imperil in any material respect the right of any member of the Group to use such Material Intellectual Property; and

(e) not abandon or (to the extent it is used) discontinue the use of the Material Intellectual Property.

(ii) Each member of the Group conducting any part of the business of the Group for which any Intellectual Property is used shall, to the extent it has the power to do so, do all acts as are necessary to preserve, maintain, protect and safeguard (including making all registrations and paying all necessary fees and taxes) the subsistence and validity of the Intellectual Property as is required to conduct the business of the Group where failure to do so would reasonably be expected to have a Material Adverse Effect.

(b) Transfer of Material Intellectual Property

(i) Subject to paragraph (ii) below, Topco will not, and will not permit any member of the Group, to enter into any agreement or other arrangement which transfers, sells loans, disposes of, licenses (otherwise than on a non- exclusive basis (it being understood that a license that is exclusive as to geography or therapeutic use shall not be considered to be exclusive for these purposes) for fair market value or otherwise has the commercial effect of a transfer, sale, loan, disposal of, or license (other than as stated), or similar or equivalent arrangement, to any person other any of the Issuer and the Guarantors, any Material Intellectual Property without the prior written consent of the Trustee.

(ii) No Material Intellectual Property may be granted, in whole or part, as collateral, security or credit support for any creditor other than pursuant to the Transaction Security (or as part of the business pledges under the Existing KBC Security) without the prior written consent of the Trustee.

(iii) No Transaction Security over any Material Intellectual Property may be released prior to the Final Maturity Date without the prior written consent of the Trustee.

(iv) In the event of any conflict between the terms of this paragraph 3(b) (Transfer of Material Intellectual Property) and any other provision of the Bonds, this paragraph 3(b) (Transfer of Material Intellectual Property) shall prevail.

Each of the Issuer and the Guarantors shall ensure that its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

(d) Negative Pledge

(i) In this paragraph 3(d) (Negative Pledge) of Schedule 1(Undertakings), “Quasi-Security” means an arrangement or transaction as described in paragraph 3(d)(ii)(b) below.

(ii) Except as permitted under paragraph (iii) below:

(a) none of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets; and

(b) none of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any of the Issuer and the Guarantors or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

(in respect of (b) above) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(iii) paragraphs 3(d)(ii)(a) and 3(d)(ii)(b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

(e) Disposals

None of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer, grant, lease or licence out, lend or otherwise dispose of all or any part of its respective assets other than by way of any Permitted Disposal.

(f) Arm’s length basis

None of the Issuer and the Guarantors shall (and Topco shall ensure no member of the Group will) enter into any transaction with any person except on arm’s length terms and for fair market value.

(g) Financial Indebtedness

None of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will) incur, create or permit to subsist or have outstanding any Financial Indebtedness other than Permitted Financial Indebtedness.

(h) Investments

None of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will):

(i) make any acquisition of, or participate in, any company, business or undertaking (whether in the form of an asset or share deal);

(ii) incorporate a company; or

(iii) invest in any Joint Venture (other than the Hong Kong Joint Venture). in each case other than, or pursuant to, a Permitted Acquisition.

(i) Loans Out

None of the Issuer and the Guarantors shall (and Topco shall ensure that no other member of the Group will) make any loans, grant any credit or provide any other financial accommodation to or for the benefit of any person, including any of its shareholders, other than any Permitted Loan.

(j) Distributions and payments

The Issuer shall not (and shall procure that no other member of the Group shall) without the consent of the Trustee:

(i) declare, make or pay any dividend (save where such dividend is capitalised) or similar distribution (or interest on any unpaid dividend or similar distribution whether in cash or in kind) on or in respect of its issued share capital (or any class of its share capital) save where the same is made or paid to the Issuer or a Guarantor;

(ii) repay or distribute any dividend or share premium reserve, or make any other payment to its shareholders, other than to any of the Issuer and the Guarantors;

(iii) redeem, repurchase, retire or repay any of its share capital or resolve to do so; or

(iv) except pursuant to the Recapitalisation Transactions, redeem, repurchase, retire or repay prior to its stated maturity date, or make any other payment (in each case, other than any payment required to be made pursuant to their terms as of the date hereof) of any Existing Convertible Bonds or resolve to do so.

(k) Transaction Security

(i) Each of the Issuer and the Guarantors shall:

(a) promptly notify the Security Agent in writing (and the Security Agent shall promptly notify the other Finance Parties of such notification) about the occurrence of any event that is reasonably likely to adversely affect the legality or enforceability of the Security established under the Transaction Security Documents or the ability of any of the Issuer and the Guarantors to fulfil its obligations arising under the Transaction Security Documents;

(b) promptly notify the Security Agent in writing (and the Security Agent shall promptly notify the other Finance Parties of such notification) of the occurrence of any loss or damage relating to the assets of the Group which are subject to Transaction Security if the value of such assets exceeds €2,000,000 (or its equivalent in a foreign currency) and is not insured;

(c) promptly inform the Security Agent (and the Security Agent shall promptly notify the other Finance Parties of such notification) upon becoming aware of any entity undertaking or attempting to

undertake (with reasonable chances of success) any actions to seize or to commence enforcement proceedings in relation to:

(i) any assets of the Group with a value in excess of €1,000,000 (or its equivalent in a foreign currency); or

(ii) any bank account; and

(d) promptly notify the Security Agent in writing (and the Security Agent shall promptly notify the other Finance Parties of such notification) about any event resulting in the invalidity or unenforceability of any bank account agreement or any document connected therewith.

(l) Treasury Transactions

None of the Issuer and the Guarantors shall (and Topco will procure that no members of the Group will) enter into any Treasury Transaction other than spot and forward delivery foreign exchange contracts or contracts against fluctuation of any interest rate, in each case entered into in the ordinary course of business and not for speculative purposes provided that:

(i) no such Treasury Transaction shall have the benefit of any Security or Quasi-Security given by a member of the Group (other than as set out in paragraph (viii) of the definition of Permitted Security) without the passage of an Extraordinary Resolution; and

(ii) no member of the Group shall pay any upfront fee, premium or other cost in respect of any such Treasury Transaction.

(m) Further assurance

(i) Each of the Issuer and the Guarantors shall (and Topco shall procure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(a) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Second Lien Bonds Finance Documents or by law;

(b) (if required pursuant to the other provisions of the Trust Deed) to confer on the Security Agent or confer on the Finance Parties Security over any property and assets of the Issuer or the Guarantors (as applicable) located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(c) (after the Transaction Security has become enforceable) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(ii) To the extent customary in the Relevant Jurisdiction of the Issuer or any of the Guarantors, each of the Issuer and the Guarantors shall (and Topco shall ensure that each member of the Group shall) take all procedures as the Trustee or Security Agent may reasonably require to entrust a notary public to execute a notarial and/or notarised deed in which each relevant member of the Group acknowledges its indebtedness under the Trust Deed and/or any other Second Lien Bonds Finance Document and each of the Issuer and the Guarantors shall (and Topco shall ensure that each member of the Group shall) execute any document, notice or certificate required in relation thereto. In addition, each of the Issuer and Guarantors shall, at the request of the Trustee or Security Agent, promptly elevate the Trust Deed and any other Second Lien Bonds Finance Documents (together with any amendments in relation thereto) to the status of a public document in any applicable jurisdiction.

For the avoidance of doubt, the procedures described in the foregoing paragraph are not customary in any of the Relevant Jurisdictions of any member of the Group on the date of the Trust Deed.

(iii) Each of the Issuer and the Guarantors shall (and Topco shall procure that each member of the Group shall) take all such action as is available to it (including making all filings and registrations) as is necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Transaction Security Documents.

(iv) Each of the Issuer and the Guarantors shall (and Topco shall procure that each member of the Group shall) ensure that the Bonds are secured by Transaction Security on the same assets (but subject to the Intercreditor Agreement) as the Financial Indebtedness outstanding under the Senior Facilities Agreement.

(n) Intercreditor Agreement

Topco shall ensure that each member of the Group which is not the Issuer or any of the Guarantors and which is or becomes a creditor in respect of any Financial

Indebtedness of the Issuer or any of the Guarantors enters into or accedes to the Intercreditor Agreement as an “Intra-Group Lender” or “Debtor” (each as defined in the Intercreditor Agreement) in accordance with the Intercreditor Agreement.

(o) Change of Control Resolutions

Within fifteen (15) Business Days in London and Brussels of the approval of the Change of Control Resolutions, Topco shall provide the Trustee with evidence that an extract of the Change of Control Resolutions has been filed with the clerk of the competent enterprise court in accordance with Article 7:151 of the Belgian Code of Companies and Associations.

Schedule 2 Equity Conversion

1. Change of Control.

(a) Subject to the occurrence of the Recapitalisation Transactions Completion Date and following the announcement of any sale, lease, transfer, conveyance, other disposition, offer or other action in one or a series of related transactions at any time during the Bondholder Conversion Option Period that could reasonably be expected to result in a Change of Control (such occurrence, a “Potential Change of Control”), the Bondholders shall be entitled to deliver a Bondholder Conversion Option Exercise Notice that is conditioned on the occurrence of the Potential Change of Control. Notwithstanding paragraph 3(a) below, the Bondholder Conversion Settlement Date for such Bondholder Conversion Option Exercise Notice shall be the date of the occurrence of such Change of Control and the Bondholder shall not be obligated to transfer the Bonds to be converted to a securities account specified by the Paying and Conversion Agent in accordance with the Agency Agreement until such date. The Issuer shall notify the Bondholders and the Trustee of the date on which such Change of Control will occur no less than five (5) Brussels Business Days prior thereto to the extent falling within paragraphs (i), (iii) or (iv) of the definition of Change of Control.

2. Exercise of the Bondholder Conversion Option

(a) Subject to the occurrence of the Recapitalisation Transactions Completion Date, which requires that the Required Topco Shareholder Approvals have been obtained, a Bondholder may, at any time from the Mandatory Conversion Date to the close of business on the date falling five (5) Brussels Business Days prior to the Final Maturity Date or, if such Bond is to be redeemed pursuant to Condition 7(b) prior to the close of business on the date falling five (5) Brussels Business Days prior to the date fixed for redemption thereof pursuant to Condition 7(b) (the “Bondholder Conversion Option Period”), require any of its outstanding Bonds to be converted into Conversion Shares (the “Bondholder Conversion Option”) in accordance with the provisions of this Schedule 2 (Equity Conversion).

(b) In order to exercise a Bondholder Conversion Option, a Bondholder must deliver a written notice in the form set out in Schedule 1 to the Agency Agreement (a “Bondholder Conversion Option Exercise Notice”) by 11:00 a.m. (Brussels time) on a Brussels Business Day (the “Bondholder Conversion Election Date”) to the Issuer, the Trustee, the Calculation Agent, and the Paying and Conversion Agent of its exercise of the Bondholder Conversion Option. Any notice delivered later than 11:00 a.m. (Brussels time) shall be deemed to have been delivered the next Brussels Business Day. The Bondholder Conversion Option Exercise Notice is irrevocable and will, among other things:

(i) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) and email address of the exercising Bondholder;

(ii) specify the aggregate principal amount of Bonds with respect to which the Bondholder Conversion Option will be exercised;

(iii) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the clearing system to which the Shares are to be delivered;

(iv) give directions to the Paying and Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Conditions and which are to be paid by way of transfer to a Euro denominated cash account maintained with a bank in the European Union;

(v) commit to subscribe to the corresponding number of Shares and declare to set off the claims resulting from the Bonds against the allocation of the Shares;

(vi) in respect of any Bondholder that has previously delivered a Blocked Bondholder Notice that is in effect, a certification of the number of Shares held by such Bondholder on the Bondholder Conversion Election Date, and any Shares to be acquired by such Bondholder or its Affiliates as a result of the pending conversion of any instrument or otherwise on or prior to the Bondholder Conversion Settlement Date; and

(vii) contain the certifications and undertakings set out in the form of the Bondholder Conversion Option Exercise Notice relating to certain legal restrictions of the ownership of the Bonds and/or the Shares.

If the Bondholder fails to deliver the certifications and undertakings set forth in clauses (i) through (vii) above, the Issuer will not deliver any Shares or pay any amount of cash in respect of such a Bondholder Conversion Option Exercise Notice, and such notice shall be cancelled.

(c) The exercise of the Bondholder Conversion Option further requires that the Bonds to be converted will be delivered to the Paying and Conversion Agent by transferring the Bonds to the account of the Paying and Conversion Agent (book entry transfer or assignment) by no later than 3:00 p.m. (Brussels time) on the Trading Day immediately following the Bondholder Conversion Election Date. If the Bonds are not delivered by such deadline and are instead delivered by 3:00 p.m. (Brussels time) on a subsequent Trading Day following such deadline (as determined by the Paying and Conversion Agent), such delay shall have the effect of automatically postponing the Bondholder Conversion Election Date (it being understood that for purposes of determining the Conversion Amount only, the Bondholder Conversion Election Date will be deemed not to be postponed) to such Trading Day on which such Bonds are delivered, provided that no such postponement shall be permitted if it would have the effect of postponing the Bondholder Conversion Election Date to a date subsequent to the Bondholder Conversion Option Period. The Paying and Conversion Agent shall promptly

inform the Issuer, the Trustee and the Calculation Agent of any postponement of the Bondholder Conversion Election Date.

(d) Upon fulfilment of all requirements specified in Section 2(b) and (c) of this Schedule 2 (Equity Conversion) for the exercise of the Bondholder Conversion Option, the Paying and Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Paying and Conversion Agent exceeds or falls short of the aggregate principal amount of Bonds specified in the Bondholder Conversion Option Exercise Notice. If the aggregate principal amount of Bonds specified in the Bondholder Conversion Option Exercise Notice exceeds the aggregate principal amount of Bonds in fact delivered, and such shortfall is not cured by the postponed Bondholder Conversion Election Date (if permitted under the second sentence of Section 2(c) of this Schedule 2 (Equity Conversion)), such Bondholder Conversion Option Exercise Notice shall be deemed invalid and the Bonds delivered by such Bondholder will be redelivered to the Bondholder at its cost. If the aggregate principal amount of Bonds specified in the Bondholder Conversion Option Exercise Notice falls short of the aggregate principal amount of the aggregate principal amount of Bonds in fact delivered, the Paying and Conversion Agent will determine the aggregate principal amount of Bonds to be converted on the basis of the aggregate principal amount of Bonds set forth in the Bondholder Conversion Option Exercise Notice.

Any Bonds delivered in excess of the number of Bonds specified in the Bondholder Conversion Option Exercise Notice or otherwise in connection with a failed attempt to exercise the Bondholder Conversion Option will be redelivered to the Bondholder at its cost. The Paying and Conversion Agent will act in accordance with the regulations of the Relevant Clearing System(s), and shall promptly inform the Issuer, the Trustee and the Calculation Agent of any cancellation or amendment to the aggregate principal amount of Bonds to be converted pursuant to this Section 2(d).

(e) Upon first receipt of the Bondholder Conversion Option Exercise Notice in accordance with Section 2(b) of this Schedule 2 (Equity Conversion), the Calculation Agent shall, liaising with the Paying and Conversion Agent and the Issuer as necessary, promptly determine the number of Conversion Shares to be issued, on the basis of the information provided to it at such time. In the event the Bondholder Conversion Option Exercise Notice was delivered by a blocked Bondholder, the Issuer shall promptly (and by no later than 1:00 p.m. (Brussels time) on the Bondholder Conversion Election Date) inform the Calculation Agent of its outstanding share capital as of the Bondholder Conversion Election Date. The Calculation Agent shall notify the Issuer, the Trustee and the Paying and Conversion Agent as promptly as practicable, but no later than the Bondholder Conversion Election Date of the Conversion Amount and the number of Conversion Shares which the electing Bondholder is entitled to receive, in accordance with paragraph 2(g) of this Schedule 2, and the Issuer shall subsequently notify the electing Bondholder of such number of Conversion Shares it is entitled to receive.

(f) Subject to paragraphs 2(c) and 2(g) of this Schedule 2, on the second (2nd) Trading Day following the Bondholder Conversion Election Date (the “Bondholder Conversion Settlement Date”):

(i) The Issuer shall deliver Conversion Shares in dematerialised form in the number determined by the Calculation Agent in accordance with paragraph 2(g) of this Schedule 2 (Equity Conversion) below to the securities account designated in the Bondholder Conversion Option Exercise Notice; and

(ii) For the purpose of the delivery of the relevant Conversion Shares in dematerialised form pursuant to the Conditions, it shall be sufficient that the relevant Demat006 Form shall have been duly and validly completed and submitted by the Issuer with Euroclear or the Paying and Conversion Agent, in accordance with delivery instructions given by the relevant Bondholder (in the Bondholder Conversion Option Exercise Notice), on the Bondholder Conversion Settlement Date, for delivery of the relevant Conversion Shares. Due and valid completion and submission of the Demat006 Form in accordance with delivery instructions given by the relevant Bondholder as aforementioned shall qualify as settlement of the delivery of the relevant Conversion Shares, and the principal amount so converted shall be deemed repaid by the Issuer for all purposes of the Trust Deed. The Issuer shall not be responsible for the subsequent actions of Euroclear or the Paying and Conversion Agent required to credit the relevant Conversion Shares on the securities account of the relevant Bondholder.

(g) The number of Conversion Shares which a Bondholder is entitled to receive pursuant to the Bondholder Conversion Option shall be equal to:

the Conversion Amount divided by

the applicable Bondholder Conversion Option Conversion Price,

rounded down to the nearest whole number of Conversion Shares, and as determined by the Calculation Agent. For purposes of the determination of the Bondholder Conversion Option Conversion Price, the Issuer shall inform the Calculation Agent and the Paying and Conversion Agent of the lowest price per Share at which Shares were sold to investors on the Required Topco Equity Offering no later than the Recapitalisation Transactions Completion Date.

3. Conversion Procedures

(a) The Bondholder Conversion Option may be exercised with respect to all or a certain whole number of Bonds held by a holder (but not with respect to part of a Bond only). A Bondholder Conversion Option Exercise Notice, once delivered, shall be irrevocable.

(b) Notwithstanding anything else to the contrary in this Schedule 2 (Equity Conversion), if any Bondholder elects to be a “blocked Bondholder” by delivering notice (the “Blocked Bondholder Notice”) of such election to the Trustee, the

Paying and Conversion Agent, the Calculation Agent and the Issuer, the Conversion Amount that may be converted by such blocked Bondholder pursuant to the Bondholder Conversion Option shall not exceed the amount that would cause such Bondholder (together with its Affiliates) to hold more than 9.9% of the outstanding share capital of the Issuer following the exercise of the relevant Bondholder Conversion Option and/or the Borrower Conversion Option (as defined in the Senior Facilities Agreement) (if applicable). The Blocked Bondholder Notice shall include a certification of the number of Shares and any instruments convertible into Shares, held by such Bondholder (and its Affiliates) on the date that the Blocked Bondholder Notice is delivered.

(c) In the event that a blocked Bondholder delivers a Bondholder Conversion Option Exercise Notice indicating a principal amount of Bonds to be converted that, upon such conversion, would result in such blocked Bondholder (together with its Affiliates) holding more than 9.9% of the share capital of the Issuer, as determined by the Calculation Agent in accordance with this Schedule 2 (Equity Conversion), such blocked Bondholder shall be deemed to have exercised its Bondholder Conversion Option in respect of the maximum principal amount of Bonds that, upon conversion, would cause such blocked Bondholder (together with its Affiliates) to hold 9.9% or less of the outstanding share capital of the Issuer, as determined by the Calculation Agent, and any Bonds delivered by such blocked Bondholder in accordance with this Schedule 2 (Equity Conversion) in excess thereof shall be promptly returned to the blocked Bondholder by the Paying and Conversion Agent, which shall at the same time notify such blocked Bondholders of the amount of Bonds returned and the number of Conversion Shares delivered to such Bondholders.

(d) If the issuance of the Conversion Shares would result in the issuance of a fractional share of the applicable Conversion Shares, the Issuer shall pay (or shall cause to be paid), on the relevant Bondholder Conversion Settlement Date, to a Euro account with a bank with access to the TARGET 2 System as specified by the relevant Bondholder in the relevant Bondholder Conversion Option Exercise Notice, a cash amount (rounded down to two decimal places) in lieu of such fractional share in an amount equal to the portion of the Conversion Amount otherwise represented by such fractional share, as determined by the Calculation Agent.

(e) The Issuer shall pay any and all transfer, stamp and similar Taxes imposed by or levied by or on behalf of any of its Relevant Tax Jurisdictions, or any authority or agency therein having the power to tax, that may be payable with respect to the issuance and delivery of the Conversion Shares upon conversion.

(f) The Issuer shall:

(i) at all times during the Bondholder Conversion Option Periods, procure that such corporate authorities are maintained as are necessary to allow it to issue the maximum number of Conversion Shares that would be required to be issued upon the exercise of a Bondholder Conversion Option; and

(ii) at its own expense, promptly take all such action necessary to effect any conversion pursuant to this Schedule 2.

(g) The Issuer shall not, other than with approval by an Extraordinary Resolution of the Bondholders, change the rights attaching to any Conversion Shares.

4. Adjustment of Bondholder Conversion Option Conversion Price

Upon the happening of any of the events described below occurring following the determination of the Bondholder Conversion Option Conversion Price, the Bondholder Conversion Option Conversion Price shall be adjusted by the Calculation Agent as follows, provided that it is understood that no such adjustment shall be made for the Required Topco Equity Offering or upon the issue of Shares as a result of the exercise of the Bondholder Conversion Option or the Mandatory Conversion or the conversion options arising under the Existing Convertible Bonds or the Senior Facilities Agreement.

For the avoidance of doubt, none of the Trustee, the Paying and Conversion Agent and the Calculation Agent shall be under any duty to monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Bondholder Conversion Option Conversion Price, and neither the Trustee nor the Paying and Conversion Agent will be required to make any calculation or determination (or any verification thereof) in connection with the Bondholder Conversion Option Conversion Price, and none of them will be responsible or liable to the Bondholders or any other person (other than in the case of the Calculation Agent, to the Issuer strictly in accordance of the relevant provisions of the Calculation Agency Agreement) for any loss arising from any failure by it to do so or for any delay by the Issuer in making any calculation or determination or any erroneous calculation or determination in connection with the Bondholder Conversion Option Conversion Price, and each of them shall be entitled to rely conclusively (without investigation or inquiry) and without liability to any Bondholder or any other person on any report or certificate of or from an authorised signatory of the Issuer in connection therewith.

(a) If and whenever there shall be a consolidation, reclassification, redesignation or subdivision in relation to the Shares which alters the number of Shares in issue, the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately prior to such consolidation, reclassification, redesignation or subdivision by the following fraction:

A B

where:

A is the aggregate number of Shares in issue immediately before such consolidation, reclassification, redesignation or subdivision, as the case may be; and

B is the aggregate number of Shares in issue immediately after, and as a result of, such consolidation, reclassification, redesignation or subdivision, as the case may be.

Such adjustment shall become effective on the date the consolidation, reclassification, redesignation or subdivision, as the case may be, takes effect.

(b) If and whenever the Issuer shall issue any Shares to Shareholders credited as fully paid by way of capitalisation of profits or reserves (including any amount of any share premium account or capital redemption reserve), the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately prior to such issue by the following fraction:

A B

where:

A is the aggregate number of Shares in issue immediately before such issue; and

B is the aggregate number of Shares in issue immediately after such issue. Such adjustment shall become effective on the date of issue of such Shares.

(c) If and whenever the Issuer or any member of the Group or (at the direction or request or pursuant to any arrangements with the Issuer or any member of the Group) any other company, person or entity shall issue to Shareholders as a class by way of rights, or shall issue or grant to Shareholders as a class by way of rights, any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, or any Securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, or the right to otherwise acquire, any Shares (or shall grant any such rights in respect of existing Securities so issued), in each case at a consideration receivable per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) which is less than 95 per cent. of the Closing Price per Share on the Trading Day immediately prior to the Ex-Date in respect of the relevant issue or grant, the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion

Option Conversion Price in force immediately prior to the Effective Date by the following fraction:

A + B A + C

where:

A is the number of Shares in issue on such Ex-Date;

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares issued by way of rights, or for the securities issued by way of rights and upon exercise of rights of conversion into, or exchange or subscription for, or the right to otherwise acquire, Shares, or for the options or warrants or other rights issued by way of rights and for the total number of Shares deliverable on the exercise thereof, would purchase at such Closing Price per Share; and

C is the number of Shares to be issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase or other rights of acquisition in respect thereof at the initial conversion, exchange, subscription, purchase or acquisition price or rate,

provided that if on such Ex-Date such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this sub- paragraph (c), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at such Ex- Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on such Ex-Date.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (c), the “Effective Date” means the date which is the later of (i) the Ex-Date in respect of the relevant issue or grant and

(ii) the first date upon which the applicable adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (c).

(d) If and whenever the Issuer or any member of the Group or (at the direction or request or pursuant to any arrangements with the Issuer or any member of the Group) any other company, person or entity shall (other than in the circumstances the subject of sub-paragraph (c) above) issue any securities (other than Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire Shares or securities which by their terms carry (directly or indirectly) rights of

conversion into, or exchange or subscription for, or rights to otherwise acquire, Shares) to Shareholders as a class by way of rights or grant to Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares or any securities which by their terms carry (directly or indirectly) rights of conversion into, or exchange or subscription for, or rights to otherwise acquire, Shares), the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately prior to the Effective Date by the following fraction:

A – B A

where:

A is the Closing Price of one Share on the Trading Day immediately preceding the Ex-Date in respect of the relevant issue or grant; and

B is the Fair Market Value on such Ex-Date of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (d), “Effective Date” means the date which is the later of (i) the Ex-Date in respect of the relevant issue or grant and (ii) the first date upon which the adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (d).

(e) If and whenever the Issuer shall issue (otherwise than as mentioned in sub- paragraph (c) above) wholly for cash or for no consideration any Shares (other than Shares issued pursuant to a Bondholder Conversion Option) or on the exercise of any rights of conversion into, or exchange or subscription for or purchase of, or rights to otherwise acquire Shares or if and whenever the Issuer or any member of the Group or (at the direction or request or pursuant to any arrangements with the Issuer or any member of the Group) any other company, person or entity shall issue or grant (otherwise than as mentioned in sub-paragraph (c) above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares (other than pursuant to a Bondholder Conversion Option or in connection with the Existing Convertible Bonds or the Senior Facility Finance Documents), in each case at a price per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definitions of “C” and the proviso below) which is less than 95 per cent. of the Closing Price per Share on the Trading Day immediately prior to the date of the first public announcement of the terms of such issue or grant, the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder

Conversion Option Conversion Price in force immediately prior to the Effective Date by the following fraction:

A + B A + C

where:

A is the number of Shares in issue on the date of first public announcement of the terms of such issue of Shares or issue or grant of options, warrants or other rights as provided above;

B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Closing Price per Share; and

C is the number of Shares to be issued pursuant to such issue of such Shares or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights;

provided that if on the date of first public announcement of the terms of such issue or grant (as used in this sub-paragraph (e), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this sub-paragraph (e), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (e), “Effective Date” means, the date which is the later of (i) the date of issue of such Shares or, as the case may be, the issue or grant of such options, warrants or rights and (ii) the first date upon which the adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (e).

(f) If and whenever the Issuer or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Issuer or any member of the Group) any other company, person or entity shall (otherwise than as mentioned in sub-paragraphs (c), (d) or (e) above) issue wholly for cash or for no consideration any Securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, purchase of, or rights to otherwise

acquire, Shares (or shall grant wholly for cash or for no consideration any such rights in respect of existing Securities so issued) or Securities which by their terms might be reclassified or redesignated as Shares, and the consideration per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) receivable upon conversion, exchange, subscription, purchase, acquisition, reclassification or redesignation is less than 95 per cent. of the Closing Price per Share on the Trading Day immediately prior to the date of the first public announcement of the terms of the issue of such Securities (or the terms of such grant), the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately prior to the Effective Date by the following fraction:

A + B A + C

where:

A is the number of Shares in issue on the date of first public announcement of the terms of the issue of such Securities (or the terms of such grant) (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for, purchase of, or rights to otherwise acquire, Shares which have been issued, purchased or acquired by the Issuer or any member of the Group (or at the direction or request or pursuant to any arrangements with the Issuer or any member of the Group) for the purposes of or in connection with such issue, less the number of such Shares so issued, purchased or acquired);

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to such securities or, as the case may be, for the Shares to be issued or to arise from any such reclassification or redesignation would purchase at such Closing Price per Share; and

C is the maximum number of Shares to be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such right of subscription, purchase or acquisition attached thereto at the initial conversion, exchange or subscription, purchase or acquisition price or rate or, as the case may be, the maximum number of Shares which may be issued or arise from any such reclassification or redesignation.

provided that if on the date of first public announcement of the terms of the issue of such Securities (or the terms of such grant)) (as used in this sub-paragraph (f), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or, as the

case may be, such securities are reclassified or redesignated or at such other time as may be provided), then for the purposes of this sub-paragraph (f), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase, acquisition, reclassification or, as the case may be, redesignation had taken place on the Specified Date.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (f), “Effective Date” means the date which is later of (i) the date of issue of such securities or, as the case may be, the grant of such rights and (ii) the first date upon which the adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (f).

(g) If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any Securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, or the right to purchase or otherwise acquire, any Shares (other than in accordance with the terms (including terms as to adjustment) applicable to such Securities upon issue) so that following such modification the consideration per Share (based, where appropriate, on such number of Shares as is determined pursuant to the definition of “C” and the proviso below) receivable upon conversion, exchange, subscription, purchase or acquisition has been reduced and is less than 95 per cent. of the Closing Price per Share on the Trading Day immediately prior to the date of the first public announcement of the terms for such modification, the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately prior to the Effective Date by the following fraction:

A + B A + C

where:

A is the number of Shares in issue on the date of first public announcement of the terms for such modification (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued, purchased or acquired by the Issuer or any member of the Group (or at the direction or request or pursuant to any arrangements with the Issuer or any member of the Group) for the purposes of or in connection with such securities, less the number of such Shares so issued, purchased or acquired;

purchase or acquisition attached to the Securities so modified would purchase at such Closing Price per Share or, if lower, the existing conversion, exchange, subscription, purchase or acquisition price or rate of such Securities; and

C is the maximum number of Shares which may be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as the Calculation Agent shall consider appropriate for any previous adjustment under this sub-paragraph (g) or sub-paragraph (f) above;

provided that if on the date of first public announcement of the terms of such modification (as used in this sub-paragraph (g), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or at such other time as may be provided), then for the purposes of this sub-paragraph (g), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (g), “Effective Date” means the later of

(i) the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to such Securities and (ii) the first date upon which the adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (g).

(h) If and whenever the Issuer or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Issuer or any member of the Group) any other company, person or entity shall offer any Shares or Securities in connection with which shareholders as a class are entitled to participate in arrangements whereby such Shares or Securities may be acquired by them (except where the Bondholder Conversion Option Conversion Price falls to be adjusted under sub-paragraphs (b), (c), (d), (e), or (f) above or (i) below (or, where applicable, would fall to be so adjusted if the relevant issue or grant was at less than 95 per cent. of the Closing Price per Share on the relevant day)), the Bondholder Conversion Option Conversion Price shall be adjusted by multiplying the Bondholder Conversion Option Conversion Price in force immediately before the Effective Date by the following fraction:

A – B A

where:

A is the Closing Price of one Share on the Trading Day immediately preceding the Ex-Date in respect of the relevant offer; and

B is the Fair Market Value on the Ex-Date of the portion of the relevant offer attributable to one Share.

Such adjustment shall become effective on the Effective Date.

For the purposes of this sub-paragraph (h), “Effective Date” means the later of

(i) the Ex-Date in respect of the relevant offer and (ii) the first date upon which the adjusted Bondholder Conversion Option Conversion Price is capable of being determined in accordance with this sub-paragraph (h).

(i) If the Issuer (following consultation with the Calculation Agent) determines in its sole discretion, acting reasonably, that an adjustment should be made to the Bondholder Conversion Option Conversion Price (or that a determination should be made as to whether an adjustment should be made) as a result of one or more circumstances not referred to above in this paragraph Schedule 1Part 14 (Adjustment of Bondholder Conversion Option Conversion Price) of Schedule 2 (Equity Conversion) (even if the relevant circumstance is specifically excluded from the operation of sub-paragraphs (a) to (h) above), the Issuer shall, at its own expense and acting reasonably, request an Independent Adviser to determine, in consultation with the Calculation Agent, if different as soon as practicable what adjustment (if any) to the Bondholder Conversion Option Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment (if any) should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this sub-paragraph (i) if such Independent Adviser is so requested to make such a determination not more than 21 days after the date on which the relevant circumstance arises and if the adjustment would result in a reduction of the Bondholder Conversion Option Conversion Price.

Notwithstanding the foregoing provisions:

(a) where the events or circumstances giving rise to any adjustment pursuant to this paragraph 4 have already resulted or will result in an adjustment to the Bondholder Conversion Option Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Bondholder Conversion Option Conversion Price or where more than one event which gives rise to an adjustment to the Bondholder Conversion Option Conversion Price occurs within such a short period of time that, in the opinion of the Issuer, following consultation with the Calculation Agent, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made

to the operation of the adjustment provisions as may be advised by an Independent Adviser to be in its opinion appropriate to give the intended result;

(b) such modification shall be made to the operation of these Conditions as may be advised by an Independent Adviser, in consultation with the Calculation Agent (if different), to be in its opinion appropriate to ensure that an adjustment to the Bondholder Conversion Option Conversion Price or the economic effect thereof shall not be taken into account more than once; and

(c) other than pursuant to paragraph 4(a), no adjustment shall be made that would result in an increase to the Bondholder Conversion Option Conversion Price.

For the purpose of any calculation of the consideration receivable or price pursuant to sub- paragraphs (c), (e), (f) and (g), the following provisions shall apply:

(a) the aggregate consideration receivable or price for Shares issued for cash shall be the amount of such cash;

(b) (x) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the conversion or exchange of any Securities shall be deemed to be the consideration or price received or receivable for any such Securities and (y) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any Securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration or price received or receivable for such Securities or, as the case may be, for such options, warrants or rights which are attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the relevant Ex-Date referred to in sub-paragraph (c) or the relevant date of first public announcement referred to in sub-paragraph (e), (f) or (g), as the case may be, plus in the case of each of (x) and (y) above, the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such Securities, or upon the exercise of such rights of subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (z) the consideration receivable or price per Share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such Securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (x) or (y) above (as the case may be) divided by the number of Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate, all as determined by the Calculation Agent;

(c) if the consideration or price determined pursuant to (a) or (b) above (or any component thereof) shall be expressed in a currency other than the Relevant Currency (other than in circumstances where such consideration is also expressed

in the Relevant Currency, in which case such consideration shall be treated as expressed in the Relevant Currency in an amount equal to the amount of such consideration when so expressed in the Relevant Currency), it shall be converted by the Calculation Agent into the Relevant Currency at the Prevailing Rate on the relevant Ex-Date (in the case of paragraph (a) above or for the purposes of sub- paragraph (e) or the relevant date of first public announcement (for the purposes of sub-paragraph, (e), (f) or (g));

(d) in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Shares or Securities or options, warrants or rights, or otherwise in connection therewith;

(e) the consideration or price shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable, regardless of whether all or part thereof is received, receivable, paid or payable by or to the Issuer or another entity; and

(f) if as part of the same transaction, Shares shall be issued or issuable for a consideration receivable in more than one or in different currencies then the consideration receivable per Share shall be determined by dividing the aggregate consideration (determined as aforesaid and converted if and to the extent not in euro, into euro as aforesaid) by the aggregate number of Shares so issued.

5. Retroactive Adjustments

If the Bondholder Conversion Settlement Date in relation to the conversion of any Bond shall be after the record date in respect of any consolidation, reclassification, redesignation or sub-division as is mentioned in paragraph 4(a) of Schedule 2 (Equity Conversion), or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in paragraphs 4(b), 4(c), 4(d) and 4(h) of Schedule 2 (Equity Conversion), or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in paragraphs 44(e) and 4(f) of Schedule 2 (Equity Conversion) or of the terms of any such modification as is mentioned in paragraph 4(g) of Schedule 2 (Equity Conversion), in any case in circumstances where the relevant Bondholder Conversion Settlement Date falls before the relevant adjustment to the Bondholder Conversion Option Conversion Price becomes effective under paragraph 4 (Adjustment of Bondholder Conversion Option Conversion Price) of Schedule 2 (Equity Conversion) (such adjustment, a “Retroactive Adjustment”) as determined by the Calculation Agent, then the Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued or transferred and delivered to the converting Bondholder, in accordance with the instructions contained in the Bondholder Conversion Option Exercise Notice, such Additional Shares (if any) as determined by the Calculation Agent or an Independent Adviser as, together with the Shares issued or to be transferred and delivered on conversion of the relevant Bond, is equal to the number of Shares which would have been required to be issued or transferred

and delivered on conversion of such Bond as if the relevant adjustment to the Bondholder Conversion Option Conversion Price had been made and become effective immediately prior to the relevant Bondholder Conversion Settlement Date, all as determined by the Calculation Agent or an Independent Adviser, provided that if in the case of paragraphs 4(b), 4(c), 4(d) and 4(h) of Schedule 2 (Equity Conversion) the relevant Bondholder shall be entitled to receive the relevant Shares, Dividends or Securities in respect of the Shares to be issued or delivered to it, then no such Retroactive Adjustment shall be made in relation to the relevant event and the relevant Bondholder shall not be entitled to receive Additional Shares in relation thereto.

6. General Provisions regarding Adjustment to the Bondholder Conversion Option Conversion Price

(a) Where the events or circumstances giving rise to any adjustment pursuant to paragraph Schedule 1Part 14 (Adjustment of Bondholder Conversion Option Conversion Price) of Schedule 2 (Equity Conversion) have already resulted or will result in an adjustment to the Bondholder Conversion Option Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Bondholder Conversion Option Conversion Price or where more than one event which gives rise to an adjustment to the Bondholder Conversion Option Conversion Price occurs within such a short period of time that, in the opinion of the Issuer, following consultation with the Calculation Agent, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be advised by an Independent Adviser to be in its opinion appropriate to give the intended result.

(b) Other than pursuant to paragraph 4(a), no adjustment shall be made that would result in an increase to the Bondholder Conversion Option Conversion Price.

(c) On any adjustment, the resultant Bondholder Conversion Option Conversion Price, if not an integral multiple of €0.0001, shall be rounded down to the nearest whole multiple of €0.0001. No adjustment shall be made to the Bondholder Conversion Option Conversion Price where such adjustment (rounded down if applicable) would be less than one per cent. of the Bondholder Conversion Option Conversion Price then in effect. Any adjustment not required to be made and/or any amount by which the Bondholder Conversion Option Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made.

(d) The Issuer undertakes that it shall not take any action, and shall procure that no action is taken, that would otherwise result in an adjustment to the Bondholder Conversion Option Conversion Price to below the fractional value of a Share or any minimum level permitted by applicable laws or regulations.

(e) For the avoidance of doubt, neither the Trustee nor the Paying and Conversion Agent shall be under any duty to determine, calculate or verify the adjusted Bondholder Conversion Option Conversion Price and none of them will be responsible or liable to Bondholders or any other person for any loss arising from any failure by it to do so.

(f) Notwithstanding any other provision in these Conditions, the Issuer shall (within five (5) Business Days in London and Brussels of demand by the Trustee) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of tax on income, profits or gains by that Protected Party as a result of any adjustment pursuant to paragraph 4 (Adjustment of Bondholder Conversion Option Conversion Price) of Schedule 2 (Equity Conversion).

7. Decisions and Determination of the Calculation Agent or an Independent Adviser

(a) Adjustments to the Bondholder Conversion Option Conversion Price shall be calculated by the Calculation Agent upon request from the Issuer, and/or, to the extent so specified in these Conditions, in good faith by an Independent Adviser. Adjustments to the Bondholder Conversion Option Conversion Price calculated by the Calculation Agent or, where applicable, an Independent Adviser and any other determinations made by the Calculation Agent or, where applicable, an Independent Adviser, or an opinion of an Independent Adviser, pursuant to these Conditions shall in each case be made in good faith and shall be final and binding (in the absence of manifest error) on the Issuer, the Bondholders, the Calculation Agent (if applicable) and the Paying and Conversion Agent. The Calculation Agent may consult, at the expense of the Issuer, on any matter (including, but not limited to, any legal matter), any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Bondholders or the Paying and Conversion Agent in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

(b) The Calculation Agent shall act solely upon the request from, and exclusively as agent of, the Issuer and in accordance with these Conditions. Neither the Calculation Agent (acting in such capacity) nor any Independent Adviser appointed in connection with the Bonds (acting in such capacity) will thereby assume any obligations towards or relationship of agency or trust with, and shall not be liable and shall incur no liability in respect of anything done, or omitted to be done in good faith, in accordance with these Conditions as against the Bondholders or the Paying and Conversion Agent.

(c) If following consultation with the Calculation Agent any doubt shall arise as to whether an adjustment falls to be made to the Bondholder Conversion Option Conversion Price or as to the appropriate adjustment to the Bondholder Conversion Option Conversion Price, and following consultation between the Issuer and an Independent Adviser, a written opinion of such Independent Adviser in respect

thereof shall be conclusive and binding on the Issuer, the Paying and Conversion Agent and the Bondholders, save in the case of manifest error.

Schedule 3 Redemption Price

This schedule explains the methodology for the determination of the Redemption Price.

The redemption price (the “Redemption Price”) shall be determined by the Calculation Agent as follows:

(a) Following the occurrence of the Trigger Date, the Calculation Agent shall determine:

(i) the arithmetic average of the daily Volume Weighted Average Price of a Share (A) if the Trigger Date occurs on the date set forth under sections (i) or (ii) of the definition of “Trigger Date” below, on each of the Trading Days in the period starting on the Trading Day that is five (5) Trading Days immediately prior to the Makewhole Date and ending on the Trading Day prior to the Makewhole Date, or

(B) if the Trigger Date occurs on the date set forth under section (iii) of the definition of “Trigger Date” below, on each of the Trading Days in the period starting on the Trading Day that is five (5) Trading Days prior to the occurrence of the Change of Control and ending on the Trading Day immediately prior to the occurrence of the Change of Control (such Volume Weighted Average Price, the “Redemption VWAP”), provided that if the Trigger Date occurred on the date set forth under section (i) of the definition of “Trigger Date” below and the Redemption VWAP exceeds 120% of the Volume Weighted Average Price of a Share on the Trading Day immediately prior to the Trigger Date, the Optional Redemption Notice shall be deemed to be cancelled and of no further force and effect (for the avoidance of doubt, such cancellation and loss of force and effect being without prejudice to the Issuer’s right to deliver any further Optional Redemption Notice in accordance with Condition 7(b)). The Issuer shall promptly give notice of any such cancellation to the Trustee, the Paying and Conversion Agent, the Calculation Agent and the Bondholders in accordance with Condition 15;

(ii) the ratio of the Redemption VWAP to the Bondholder Conversion Option Conversion Price in effect on the Trading Day immediately prior to the Makewhole Date, which shall be expressed as a percentage and shall be equal to the Redemption VWAP divided by the Bondholder Conversion Option Conversion Price (the “VWAP to BCOCP Percentage”); and

(iii) the Redemption Price of the Bonds, expressed as a percentage of the principal of the Bonds being redeemed or converted (and such amount, if not an integral multiple of 0.01%, rounded down to the nearest whole multiple of 0.01%), which percentage shall be equal to:

(A) if the VWAP to BCOCP Percentage is equal to any of the percentages set forth in the table attached hereto as Exhibit 1 (Redemption Price Table) (the “Redemption Price Table”) under the heading “VWAP to BCOCP Percentage” and the Makewhole Date will occur on any of the dates set forth in the Redemption Price Table under the heading “Date”, the percentage set forth in the Redemption Price Table corresponding to the row with the date

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Voorwaarden van de Nieuwe Converteerbare Obligaties

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