BIJLAGE 2A Alliander - convertible hybrid loan agreement

BIJLAGE 2A

EUR 600,000,000 FIXED RATE CONVERTIBLE SHAREHOLDER LOAN FACILITY 2 DECEMBER 2021

ALLIANDER N.V. as Borrower and THE SHAREHOLDERS as the Lenders

Allen & Overy LLP 0031821-0000769 EUO3: 2002225271.20

CONTENTS Clause 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32.

Page Definitions and Interpretation ................................................................................................................1 Subordination.......................................................................................................................................12 The Facility ..........................................................................................................................................13 Purpose.................................................................................................................................................13 Allocation of Commitments.................................................................................................................13 Conditions of Utilisation......................................................................................................................14 Loans....................................................................................................................................................14 Repayment and Prepayment ................................................................................................................14 Substitution or Variation......................................................................................................................16 Costs of Utilisation

..............................................................................................................................16 Interest..................................................................................................................................................17 Conversion ...........................................................................................................................................18 Taxation ...............................................................................................................................................22 Mitigation by the Lenders....................................................................................................................24 Costs and Expenses..............................................................................................................................25 Representations and Warranties...........................................................................................................25 Undertakings ........................................................................................................................................28 Events of Default .................................................................................................................................29 Changes to

Parties................................................................................................................................31 Lender Committee ...............................................................................................................................32 The Closing Agent ...............................................................................................................................32 Conduct of business by the Lenders and the Closing Agent ...............................................................33 Administration .....................................................................................................................................33 Notices .................................................................................................................................................35 Calculations and Certificates ...............................................................................................................36 Partial Invalidity...................................................................................................................................36 Remedies and Waivers.........................................................................................................................37 Amendments and Waivers

...................................................................................................................37 Counterparts.........................................................................................................................................37 Governing Law ....................................................................................................................................37 Execution of the Agreement by Attorney ............................................................................................37 Enforcement.........................................................................................................................................37

Schedule 1. 2. 3. 4. 5. 6.

The Lenders ............................................................................................................................38 Conditions precedent ..............................................................................................................39 Form of request.......................................................................................................................40 Form of Transfer Certificate ...................................................................................................41 Form of Commitment Proposal ..............................................................................................43 Valuation Framework .............................................................................................................44

Signatories.........................................................................................................................................................45

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THIS EUR 600,000,000 FIXED RATE CONVERTIBLE SHAREHOLDER LOAN FACILITY (the Agreement) is made on 2 December 2021. BETWEEN: (1)

ALLIANDER N.V., a public company (naamloze vennootschap) incorporated under the laws of the Netherlands and registered with the Dutch Chamber of Commerce under number 34108286 (the Borrower);

(2)

THE SHAREHOLDERS of the Borrower listed in Schedule 1 (The Lenders) as Lenders (the Lenders); and

(3)

[], in its capacity as closing agent (the Closing Agent).

IT IS AGREED: 1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions In this Agreement: 10 Year Swap Rate means, in respect of any Reset Period, the mid-swap rate expressed as an annual rate for swap transactions in euro with a term of 10 years commencing on the relevant Reset Date as displayed on Bloomberg screen "[]" or, if such rate is not displayed on such screen as at the relevant time, the mid-swap rate expressed as an annual rate for swap transactions in euro with a term of 10 years commencing on the relevant Reset Date as displayed on such other page or service as the Borrower and the Lender Committee (acting on the instructions of the Majority Lenders) jointly determine may replace it for the purposes of displaying swap rates of leading reference banks for swaps in euro (in each case, the Reset Screen Page) as at 11:00 a.m. (Central European time) on the relevant Reset Date.

In the event that the relevant 10 Year Swap Rate does not appear on the Reset Screen Page on the relevant Reset Date, the 10 Year Swap Rate will be the Reset Reference Bank Rate on such Reset Date; 10 Year Swap Rate Quotations means, in relation to any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating euro interest rate swap which (a) has a term of ten years commencing on the relevant Reset Date, (b) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market, and (iii) has a floating leg based on the 6-month EURIBOR rate (calculated on the basis of the actual number of days elapsed and a year of 360 days) or, if the 6-month EURIBOR rate is no longer being calculated or administered as at the relevant Reset Date, any alternative rate which has replaced EURIBOR in customary market usage for the purposes of determining floating rates of interest in respect of eurodenominated securities (the Alternative Rate) or any successor to or replacement of EURIBOR which is formally recommended by any Relevant Nominating Body (the Successor Rate), as adjusted by a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case,

which the IFA determines is required to be applied to the Alternative Rate or the Successor Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to the Lenders as a result of the replacement of EURIBOR rate with the Successor Rate or the Alternative Rate (as the case may be) (the Adjustment Spread), each as determined by the IFA. The Alternative Rate or the Successor Rate and any Adjustment Spread will be notified to the Borrower by the IFA, and promptly thereafter by the Borrower to the Lenders, provided however, that if the IFA determines, in good faith and following consultation with the Borrower, that there is no Successor Rate and clear market consensus

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as to whether any rate has replaced EURIBOR in customary market usage for the purposes of determining floating rates of interest in respect of euro-denominated securities, the IFA may determine an appropriate alternative rate and Adjustment Spread, and the decision of the IFA will be binding on the Borrower, the Lender Committee and the Lenders. If the IFA is unable to determine an appropriate alternative rate, the Reset Reference Bank Rate for the relevant period will be in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the Reset Reference Bank Rate in respect of the immediately preceding Reset Period, or (ii) in the case of the Reset Period commencing on the First Reset Date, equal to the last available 10 year mid-swap rate for euro swap transactions, expressed as an annual rate, on the Reset Screen Page; 2018 Securities mean the €500,000,000 Reset Perpetual Capital Securities issued by the Borrower on 8 February 2018 (XS1757377400); Additional Amount means any additional amount payable by the Borrower under and in accordance with Clause 13.2(c); Arrears of Interest has the meaning provided in Clause 11.4(b); Articles of Association means the articles of association (statuten) of the Borrower as amended from time to time; Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing,

registration or declaration; Business Day means, a day (other than a Saturday or Sunday) on which banks are open for general business in the Netherlands; A Change of Control shall be deemed to have occurred at each time (whether or not approved by the Management Board or Supervisory Board of the Borrower) that any person or persons (Relevant Person(s)) acting in concert or any person or persons acting on behalf of any such Relevant Person(s), at any time directly or indirectly or acquire(s) or come(s) to own (A) more than 50 per cent. of the issued Ordinary Shares of the Borrower or (B) such number of the shares in the capital of the Borrower carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of shareholders of the Borrower; Closing Date means 15 December 2021; Commitment Proposal means a document Schedule 5 (Form of Commitment Proposal);

substantially

in

the

form

set

out

in

Commitments means, in relation to each Lender, the amount set opposite its name in Schedule 1 (The Lenders) and the amount of any other Commitment transferred to it under this Agreement, in each case to the extent not cancelled, reduced or transferred by it under this Agreement; a Compulsory Arrears of Interest Settlement Event shall have occurred: (a)

if the Borrower declares, resolves on, pays or distributes a dividend or makes a payment (other than a dividend in the form of shares) on any of the shares in its share capital;

(b)

if the Borrower declares, pays or distributes a dividend or makes a payment on any Parity Obligations, except where such dividend or payment was not discretionary under the terms of such Parity Obligations;

(c)

if the Borrower redeems, repurchases or otherwise acquires any of the shares in its share capital (other than (a) in connection with any employee benefit plans or similar arrangements

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with or for the benefit of employees, officers, directors or consultants, (b) as a result of the exchange or conversion of one class or series of capital stock for another class or series of capital stock or (c) as a result of any equity swap or asset swap or similar arrangement concluded by the Borrower with a third party); or (d)

if the Borrower redeems, repurchases or otherwise acquires any Parity Obligations, except for (a) redemption of Parity Obligations on their scheduled maturity date, or (b) a conversion into or exchange for shares in the share capital of the Borrower, or (c) if the Borrower offers to prepay, repurchase or otherwise acquire the Loans and Parity Obligations in whole or in part in a public offer where the amounts of the Loans and Parity Obligations repurchased or acquired are in proportion to their principal amounts then outstanding;

Conversion Date has the meaning provided in in Clause 12.4(e); Conversion Event means: (a)

a downgrade of the Borrower's long term issuer credit rating below: (i)

[A] by S&P;

(ii)

[A2] by Moody's; or

(iii)

a similar rating level by another credit rating agency (A) that is recognised by the Dutch Central Bank and (B) with whom the Borrower has a contractual relationship pursuant to which the Borrower is assigned a long term issuer credit rating (a Recognised Credit Rating Agency);

(b)

one of the credit ratings set out under paragraph (a) above being put under Credit Watch, or being subject to a similar rating action that could lead to a downgrade to a level one notch below [A] by S&P, [A2] by Moody's or from a similar rating level by a Recognised Credit Rating Agency;

(c)

the FFO/Net Debt Ratio falls below 16% and the Borrower expects, based on reasonable assumptions, that within 18 months after the date by reference to which it is determined that it has fallen below 16% (i) the FFO/Net Debt Ratio will not increase to at least 16% or (ii) the FFO/Net Debt Ratio will fall below 15%; or

(d)

the Issuance Authorisation being declared null and void, revoked or having a remaining validity of 3 months or less;

Conversion Notice has the meaning provided in Clause 12.4(a); Conversion Price has the meaning provided in Clause 12.1(b); Conversion Right has the meaning provided in Clause 12.1(a); Conversion Shares means the Ordinary Shares to be issued and delivered to the Lenders by the Borrower on the Settlement Date on and subject to the terms set out in Clause 12 (Conversion); Credit Watch means the Borrower being included on a list of a Rating Agency or a Recognised Credit Rating Agency which signals that it may downgrade the Borrower's credit rating; Default means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any

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determination under this Agreement or any combination of any of the foregoing) be an Event of Default; Deferred Interest Payment has the meaning given to it in Clause 11.4(a); Deferral Notice has the meaning given to it in Clause 11.4(a); Dutch Civil Code means Burgerlijk Wetboek; Electricity Act 1998 means the Act of 2 July 1998 of the Netherlands, concerning the rules on production, transportation and supply of electricity (Elektriciteitswet 1998), as amended from time to time and most recently by the Act of 27 March 2019 amending the Electricity Act 1998 (Stb. 2019, 123) of the Netherlands; Electricity Network means an electricity network (net) as described in Section 1, Subsection 1, sub i, of the Electricity Act 1998 which is owned and operated by one or more entities of the Group pursuant to Chapter 3 of the Electricity Act 1998; EURIBOR means the Euro Interbank Offered Rate; Euro or € or EUR means the currency introduced at the start of the third stage of economic and monetary union pursuant to the Treaty establishing the European Community, as amended; Event of Default means any event or circumstance specified as such in Clause 18 (Events of Default); Facility means the euro term loan made available under this Agreement as described in Clause 3 (The Facility); FFO/Net Debt Ratio means the Borrower’s reported 12-months result after taxes, (A) corrected for (i) changes

in the deferred tax assets and liabilities, (ii) the equity component of compensation for the Loans, (iii) exceptional items and (iv) fair value changes, (B) increased by the balance of depreciation and amortisation of tangible and intangible fixed assets and of income received in advance and (C) divided by the net debt position; First Reset Date means 15 December 2031; Gas Act means the Act of 22 June 2000 of the Netherlands, concerning the rules on transportation and supply of natural gas (Gaswet), as amended from time to time and most recently by the Act of 27 March 2019 amending the Gas Act (Stb. 2019, 123) of the Netherlands; Gas Network means a gas network (gastransportnet) as described in Section 1, Subsection 1, sub d, of the Gas Act which is owned and operated by one or more entities in the Group pursuant to paragraph 1.2 of the Gas Act; Group means the Borrower and its Subsidiaries and member of the Group shall be construed accordingly; Heat Act means the Act of 17 June 2013 of the Netherlands, concerning rules on supply of heat (Warmtewet), as amended from time to time and most recently by the Act of 4 July 2018 amending the Heat Act (Stb. 2018, 311) of the Netherlands; Heat Network means an energy distribution network as defined in the Heat Act;

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Hybrid Securities or Hybrid Loans means securities or loans that at the time of their sale or issuance have been and are continuing to be assigned "equity credit" (or such other nomenclature used by S&P from time to time); IFA means an independent financial adviser of international reputation or an independent financial adviser with appropriate expertise appointed by the Borrower in its sole discretion; IFRS means the international financial reporting standards within the meaning of IAS Regulation 1606/2002; Independent Valuation Opinion means the most recent opinion prepared on behalf of the Borrower at the start of each regulatory period applicable to the Borrower pursuant to the Sector Regulation, in accordance with, amongst other things, a valuation framework for purposes of valuating the Ordinary Shares, as included in Schedule 6 (Valuation Framework); Independent Valuation Service Provider means an independent financial institution of international reputation, an independent accountancy firm of international standing or independent financial adviser with appropriate expertise; Initial Allocated Commitments has the meaning given to it in Clause 5.1(b); Interest Payment means in respect of an interest payment on an Interest Payment Date, the amount of interest payable for the relevant Interest Period applicable to a Loan; Interest Payment Date means in relation a Loan, the

last day of each Interest Period applicable to such Loan; Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest); Interest Rate means: (a)

for any year until the First Reset Date, the rate per annum agreed between the Borrower and the Lenders in accordance with Clause 10.2 (Interest rate for any year until the First Reset Date);

(b)

for any year from the First Reset Date, a rate per annum which shall be the aggregate of: (i)

the Margin; and

(ii)

the applicable 10 Year Swap Rate, as determined two Business Days prior to the applicable Reset Date,

provided that if such aggregate is less than zero, the interest rate shall be deemed to be zero; Issuance Authorisation means the authority delegated to the management board of the Borrower in accordance with section 2:96 of the Dutch Civil Code to issue such number of ordinary shares with the purpose of converting the Conversion Amount into Ordinary Shares in accordance with the terms of this Agreement as set out in the authorisation for the maximum statutory period of 5 years, as said authority is in place or renewed on a yearly basis; Junior Instruments means the Ordinary Shares, any preference shares in the capital of the Borrower and, if there are any preference shares outstanding, any other instruments outstanding which by their terms are expressed to rank pari passu with the preference shares, such instruments;

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Lender means each Lender included in Schedule 1 (The Lenders) and each Shareholder which becomes a lender under the Loan in accordance with Clause 5 (Allocation of Commitments); Lender Committee means a committee of Lenders that may be installed by the Lenders in accordance with Clause 20 (Lender Committee); Liquidation Preference means an amount equal to the aggregate outstanding principal amount of the Loan together with any accrued and unpaid interest (including Arrears of Interest) up to the date of a Winding-up of the Borrower; Loan means the term loan facility made available under this Agreement on the Closing Date; Loan Amount means EUR 600,000,000; Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitment (or, if the Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Commitments immediately prior to that reduction); Mandatory Settlement Date means the earlier of: (a)

the tenth (10) Business Day following the occurrence of a Compulsory Arrears of Interest Settlement Event;

(b)

the date on which the Loans are repaid in accordance with Clause 8 (Repayment and Prepayment) or Clause 18 (Events of Default); or

(c)

the Conversion Date in respect of a Loan,

provided that in respect of item (c) above, a Mandatory Settlement Date shall only occur in respect of such part of a Loan that is converted into Ordinary Shares in accordance with Clause 12 (Conversion) and not in respect of such part of a Loan that remains outstanding thereafter; Margin means 1.975 per cent. per annum; Market Abuse Regulation means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as amended; Material Adverse Effect means a material adverse effect on: (a)

the business, assets, operations or financial condition of the Group; or

(b)

the ability of the Borrower to perform its payment obligations under this Agreement;

Mitigation Period shall have the meaning given to such term in Clause 14.1(a); Moody's means Moody's France SAS; Ordinary Shares means fully paid ordinary shares in the capital of the Borrower currently with a par value of €1 (one Euro) each; Oversubscribing Lender means a Lender that has provided a Commitment Proposal that is in excess of its Relevant Pro Rata Loan Amount; Parity Obligations means any obligations of the Borrower which rank, or are expressed to rank, pari passu with the Loans, including the 2018 Securities; 0031821-0000769 EUO3: 2002225271.20

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Party means a party to this Agreement; Pricing Report shall have the meaning given to such term in Clause 10.2(d); Qualifying Loan means a loan that contains terms not materially less favourable to the Lenders than the terms of the Loan (as reasonably determined by the Borrower (in consultation with an independent investment bank or counsel of international standing)) and provided that a certification to such effect (and confirming that the conditions set out in paragraph (a) to (h) below have been satisfied) of two senior financial officers of the Borrower shall have been delivered to the Lenders prior to the substitution or variation of the relevant Loan upon which certificate the Lenders shall rely absolutely, provided that: (a)

the qualifying loan shall be entered into by the Borrower or any wholly-owned direct or indirect Subsidiary of the Borrower with a guarantee of the Borrower, such that the Lenders have the same material rights and claims as provided under the Loan;

(b)

the qualifying loan (and/or, as appropriate, the guarantee as aforesaid) shall, upon a Windingup of the Borrower, rank pari passu with the Loan;

(c)

the qualifying loan shall contain terms which provide for at least the same interest rate from time to time applying to the Loan and preserve the same interest payment dates;

(d)

the qualifying loan shall preserve the obligations (including the obligations arising from the exercise of any right) of the Borrower as to prepayment of the Loan, including (without limitation) as to timing of, and amounts payable upon, such prepayment;

(e)

the qualifying loan shall preserve any existing rights to any accrued interest, any Deferred Interest Payment and any other amounts payable under the Loan which, in each case, has accrued to Lenders and not been paid;

(f)

the qualifying loan shall preserve the conversion mechanism and Issuance Authority mechanism agreed upon in this Agreement;

(g)

the qualifying loan shall not contain terms providing for loss absorption through principal write-down; and

(h)

the qualifying loan shall otherwise contain substantially identical terms to the Loans, save where (without prejudice to the requirement that the terms are not materially less favourable to Lenders than the terms of the Loans as described above) any modifications to such terms are required to be made to avoid the occurrence or effect of a Rating Event, a Tax Deduction Event or, as the case may be, a Withholding Tax Event, provided that any such modifications required for Dutch tax purposes shall only be permitted if the Borrower has certified to the Lenders that it has consulted with and obtained written advice to this effect from a reputable tax advisor for purposes of such modification;

Rating Agency means Moody's or any of its subsidiaries and their successors or S&P or any of its subsidiaries and their successors or any rating agency substituted for any of them (or any permitted substitute of them) by the Borrower from time to time; Rating Event means (i) any Rating Agency, which has assigned a sponsored credit rating to the Borrower, or Recognised Rating Agency publishes any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof after the date of this Agreement, as a result of which the Loans would no longer be eligible for the same or a higher category of “equity credit” or such similar nomenclature as may be used by that Rating Agency or Recognised Rating Agency from time to time to describe the degree to which the terms of an instrument are supportive of 0031821-0000769 EUO3: 2002225271.20

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the Borrower’s senior obligations, attributed to the Loans at the Closing Date or, if later, at the time when S&P first publishes its confirmation of the "equity credit" attributed by it to the Loans (an Equity Credit Change) or (ii) the Borrower has received confirmation from any Rating Agency, which has assigned a sponsored rating to the Borrower, or Recognised Rating Agency that due to any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof, an Equity Credit Change has occurred. For the purposes of this definition, sponsored rating means a credit rating assigned by a credit rating agency with whom the Borrower has a contractual relationship pursuant to which the Loans are assigned a rating and the Loans are assigned an equity credit; Relevant Amount means, at any Relevant Time, the aggregate principal amount of the Borrower's outstanding Hybrid Securities and Hybrid Loans at that time; Relevant Nominating Body means: (a)

the central bank for the Euro, or any central bank or other supervisory authority which is responsible for supervising the administrator of EURIBOR; or

(b)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (i) the central bank for the Euro, (ii) any central bank or other supervisory authority which is responsible for supervising the administrator of EURIBOR, (iii) a group of the aforementioned central banks or other supervisory authorities or (iv) the Financial Stability Board or any part thereof;

Relevant Pro Rata Loan Amount means in respect of each Lender the pro rata Loan Amount calculated by reference to the aggregate of Ordinary Shares held by it to the aggregate of Ordinary Shares held by all Shareholders; Relevant Time means the time of the first prepayment after the applicable Closing Date or, if the aggregate principal amount of the Borrower's outstanding Hybrid Securities and Hybrid Loans have increased after the applicable Closing Date, the time of the first prepayment after the most recent increase; Remaining Available Sum means the Loan Amount minus the Initial Allocated Commitments; Repayment Date has the meaning given to it in Clause 8.2; Repayment Notice has the meaning given to it in Clause 8.3; Representation means each of the representations and warranties set out in Clause 16.1 (Representations and warranties); Request means a request for a Loan, substantially in the form of Schedule 3 (Form of request); Reset Date means the First Reset Date and each date falling on the tenth anniversary of the First Reset Date; Reset Period means the period from one Reset Date to the next following Reset Date; Reset Reference Bank Rate means the percentage rate determined by the Borrower and the Lender Committee (acting on the instructions of the Majority Lenders) jointly on the basis of the 10 Year Swap Rate Quotations provided by five leading swap dealers in the

interbank market selected by the Borrower and the Lender Committee (the Reset Reference Banks) to the Borrower and the Lender Committee at approximately 11am (Central European time) on the relevant Reset Date. If (a) at least three quotations are provided, the 10 Year Swap Rate will be determined by the Borrower and the Lender Committee on the basis of the arithmetic mean (or, if only three quotations are provided, the 0031821-0000769 EUO3: 2002225271.20

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median) of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); (b) if only two quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations provided; (c) if only one quotation is provided, the Reset Reference Bank Rate will be the quotation provided; and if no quotations are provided, the Reset Reference Bank Rate for the relevant period will be (i) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the Reset Reference Bank Rate in respect of the immediately preceding Reset Period, or (ii) in the case of the Reset Period commencing on the First Reset Date, equal to the last available 10 year mid-swap rate for euro swap transactions, expressed as an annual rate, on the Reset Screen Page; Sector Regulation means any mandatory regulatory requirement pursuant to EU or the Netherlands energy sector regulation, including but not limited to any mandated reorganisation, amalgamation, acquisition, disposal or consolidation of an Electricity Network and/or Gas Network and/or Heat Network; Securities means any securities including, without limitation, shares in the capital of the Borrower, or options, warrants or other rights to subscribe for or purchase or acquire shares

in the capital of the Borrower; Selected Independent Valuation Service Provider has the meaning provided in Clause12.3(b); Senior Obligations means all subordinated or unsubordinated obligations of the Borrower other than (a) Parity Obligations; and (b) Junior Instruments; Substantial Repurchase Event shall be deemed to occur if prior to the giving of the relevant notice of prepayment the Borrower or any of its Subsidiaries repurchases (and effects corresponding cancellations) or prepays all Loans in respect of 80% or more in the aggregate principal amount of the Loans; Settlement Date means the date on which the Ordinary Shares are delivered on exercise of the Conversion Right; Shareholders means the holders of Ordinary Shares in the capital of the Borrower from time to time; S&P means S&P Global Ratings Europe Limited or any successor to its rating business; Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent.

of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; Tax means any tax, levy, impost, duty or other charge, or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); Tax Deduction Event means that the Borrower has obtained an opinion in writing from a reputable firm of tax advisors of good standing (pre-approved by the Majority Lenders, such approval not unreasonably to be withheld), a decision of the Dutch tax authorities and/or a court ruling to the effect that interest payments under any of the Loans were, but are or will no longer be, tax-deductible by the Borrower for Dutch corporate income tax purposes by reason of: (i)

any actual or proposed change in or amendment to the laws, regulations or rulings of the Netherlands or any political subdivision or taxing authority thereof or therein; or

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(ii)

any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or

(iii)

any action which shall have been taken by any taxing authority or any court of competent jurisdiction of the Netherlands or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the Borrower,

which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the date of this Agreement and provided that such Tax Deduction Event cannot be avoided by the Borrower taking all reasonable measures available to it; Termination Date means 15 December 2081; Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Majority Lenders and the Borrower; Total Commitments means the aggregate of the Commitments; Unpaid Sum means any sum due and payable but unpaid by the Borrower under this Agreement; Utilisation means the utilisation of a Loan under the Facility; Utilisation Date means each date on which the Facility is utilised; Winding-up means a situation where or the event that (i) an order is made or a decree or resolution is passed for the winding-up, liquidation or dissolution of the Borrower, or (ii) a trustee (curator) is appointed by the competent District Court in the Netherlands in the event of bankruptcy (faillissement) affecting the whole or a substantial part of the undertaking or assets of the Borrower and such appointment is not discharged within 30 days; and Withholding Tax Event means that the Borrower has obtained an opinion in writing from a reputable firm of tax advisors of good standing (pre-approved by the Majority

Lenders, such approval not unreasonably to be withheld) to the effect that the Borrower would be required to pay Additional Amounts upon the next due date for a payment in respect of any of the Loans by reason of: (i)

any actual or proposed change in or amendment to the laws, regulations or rulings of the Netherlands or any political subdivision or taxing authority thereof or therein; or

(ii)

any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or

(iii)

any action which shall have been taken by any taxing authority or any court of competent jurisdiction of the Netherlands or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the Borrower,

which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the date of this Agreement and provided that such Withholding Tax Event cannot be avoided by the Borrower taking all reasonable measures available to it. 1.2

Construction (a)

Unless a contrary indication appears, any reference in this Agreement to: (i)

the list of contents and headings are for ease of reference only and shall not be taken into account in construing this Agreement;

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(b)

(ii)

"Clauses" and "Schedules" are to be construed as references to the clauses of, and schedules to, this Agreement;

(iii)

the words "include(s)", "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

(iv)

the expression "this Clause" shall, unless followed by reference to a specific provision, be deemed to refer to the whole clause (not merely the clause, paragraph or other provision) in which the expression occurs;

(v)

any "assignee" of a person shall include any person who has assumed all or some of the rights and/or obligations of the relevant person, whether by assignment (cessie), transfer of contract (contractsoverneming), novation or otherwise;

(vi)

"in writing" means any communication made by letter or email;

(vii)

"assets" includes revenues, property and rights of every kind, present, future, actual and contingent and whether tangible or intangible (including uncalled share capital);

(viii)

the words "other" and "otherwise" shall not be construed ejusdem generis with any preceding words where a wider construction is possible;

(ix)

words importing the "plural" shall include the "singular" and vice versa and words importing genre shall include any genre;

(x)

any "person" or "Person" includes one or more of that person's assignees, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a Party, in so far as such assignees, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);

(xi)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law, only if the persons to whom it is intended to apply generally comply with it) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xii)

any "statute" or "statutory provision" includes any statute or statutory provision which amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, regulations, instruments or other subordinate legislation made under it; and

(xiii)

this "Agreement" or any other agreement or instrument is a reference to the Agreement or other agreement or instrument as amended, varied, novated, supplemented or replaced from time to time.

Unless the contrary intention appears, a reference to a "month" or "months" is a reference to 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, the period shall end on the next Business Day 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;

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(ii)

if there is no numerically corresponding day in that month in which that period is to end, that period shall end on the last Business Day in that month; and

(iii)

notwithstanding paragraph (a) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

The above rules will only apply to the last month of any period. (c)

Unless the contrary intention appears, a reference to a "year" or "years" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar year, except that: (i)

(subject to Clause 1.2(b)) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar year in which that period is to end if there is one or, if there is not, on the immediately preceding Business Day;

(ii)

if there is no numerically corresponding day in the calendar year in which that period is to end, that period shall end on the last Business Day in that calendar year; and

(iii)

if an Interest Period begins on the last Business Day of a calendar year, that Interest Period shall end on the last Business Day in the calendar year in which that Interest Period is to end.

The above rules (a) to (c) will only apply to the last year of any period. (d) 1.3

1.4

Section, clause and schedule headings are for ease of reference only.

Third party rights (a)

Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Dutch terms In this Agreement, a reference to:

2.

(a)

a "necessary action to authorise" includes without limitation, where applicable, compliance with any requirements of Wet op de ondernemingsraden (Works Councils Act of the Netherlands);

(b)

any "step or procedure" taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Invorderingswet 1990 (Tax Collection Act of the Netherlands); and

(c)

a "merger" includes a juridische fusie.

SUBORDINATION (a)

Obligations under the Facility (including in respect of interest and Arrears of Interest) are unsecured and subordinated in accordance with this Clause 2. In the event of the Winding-up

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of the Borrower, the Lenders shall be entitled to claim a cash payment equal to the Liquidation Preference. Such claim of the Lenders under the Facility shall rank:

3.

(i)

junior to the Senior Obligations;

(ii)

pari passu with the Parity Obligations; and

(iii)

senior only to the Junior Instruments.

(b)

Accordingly, no amounts shall be payable in such Winding-up of the Borrower in respect of the Facility unless all the claims of all other Senior Obligations shall have been paid in full.

(c)

Subject to applicable law, no Lender may exercise or claim any right of set-off in respect of any amount owed to it by the Borrower arising under or in connection with the Facility and each Lender will be deemed to have waived all such rights of set-off.

(d)

This Clause 2 is an irrevocable stipulation (derdenbeding) for the benefit of the creditors of the Senior Obligations and each such creditor may rely on and enforce this Clause 2 under Section 6:253 of the Dutch Civil Code.

THE FACILITY Subject to the terms of this Agreement, the Lenders make available to the Borrower a euro term loan facility in a maximum aggregate amount equal to the Total Commitments.

4.

PURPOSE

4.1

Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards its general corporate and working capital purposes, including but not limited to refinancing of its existing financial indebtedness.

4.2

Monitoring No Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

5.

ALLOCATION OF COMMITMENTS The Commitments of each Lender shall be established and allocated in accordance with the provisions of this Clause 5.

5.1

Lenders (a)

Each Lender shall no later than 10 Business Days prior to the Closing Date, deliver to the Borrower a duly completed and executed Commitment Proposal.

(b)

Upon receipt of all Commitment Proposals, the Borrower shall allocate the available commitments, taking into account the Loan Amount and provided that if the aggregate of the Commitment Proposals exceed the Loan Amount, each Lender’s allocated Commitments shall be no greater than the proportion born by the aggregate of Ordinary Shares held by it to the aggregate of Ordinary Shares held by all Shareholders. The total commitments so allocated shall constitute the Initial Allocated Commitments.

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(c)

If the Remaining Available Sum is greater than zero, the Borrower shall allocate the Remaining Available Sum to each Oversubscribing Lender, by allocating a Commitment to each such Oversubscribing Lender which is a percentage of the Remaining Available Sum equal to the percentage of the amount by which its Commitment Proposal exceeds the Relevant Pro Rata Loan Amount relative to the Remaining Available Amount.

(d)

The Borrower shall, no later than 8 Business Days prior to the Closing Date, inform each Lender of its final Commitments and deliver to each Lender an updated Schedule 1 (The Lenders) setting out the final Commitments of each Lender on the Closing Date.

6.

CONDITIONS OF UTILISATION

6.1

Conditions precedent to utilisation

6.2

(a)

The Borrower may not deliver a Request unless the Closing Agent has received all the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Closing Agent. The Closing Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

(b)

Other than to the extent that the Majority Lenders notify the Closing Agent in writing to the contrary before the Closing Agent gives the notification described in paragraph (a) above, the Lenders hereby authorise (but do not require) the Closing Agent to give that notification. The Closing Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan, the Borrower represents and warrants for the benefit of the Lenders that: (a)

no Default has occurred and is continuing or would result from the proposed Loan; and

(b)

the Representations made by the Borrower (other than the representations set out in Clause 16.7 (No Conversion Event) and Clause 17.11(Tax Deduction)) by reference to the facts and circumstances then existing were true in all material respects.

7.

LOANS

7.1

Delivery of a request The Borrower shall utilise the Facility by delivery to the Closing Agent of a duly completed Request not later than 5 Business Days prior to the Closing Date.

7.2

Lenders' participation If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the applicable Closing Date.

8.

REPAYMENT AND PREPAYMENT

8.1

The Borrower shall repay the Loans in full on the Termination Date.

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8.2

8.3

8.4

The Borrower may, if it gives the Lenders no earlier than 45 days’ and no later than 15 days' notice, prepay the whole of the Loans (together with any accrued and unpaid interest and any outstanding Arrears of Interest up to (but excluding) the date of repayment), as follows: (a)

on any Reset Date at 100% of the outstanding principal amount of each Loan; or

(b)

on any Business Day following the occurrence of a Rating Event, a Substantial Repurchase Event, a Tax Deduction Event or a Withholding Tax Event, in each case at 101% of the outstanding principal amount of each Loan, (each such prepayment date, a Repayment Date).

Any notice of repayment given by the Borrower pursuant to this Clause 8 (a Repayment Notice) shall be irrevocable. The Repayment Notice shall specify: (a)

the Repayment Date;

(b)

the principal amount of the Loans outstanding, in each case as at the latest practicable date prior to the publication of the Repayment Notice; and

(c)

the amount of accrued interest and Arrears of Interest (if any) payable in respect of the Loans on the Repayment Date.

Cancellation If all or part of any Lender's participation in a Loan is repaid or in respect of which Conversion Rights are exercised, an amount of that Lender's Commitment (equal to the amount of participation which is repaid or the amount of the Loan in respect of which Conversion Rights are exercised) will be deemed to be cancelled on the date of repayment or the Conversion Date, as applicable.

8.5

Multiple notices If more than one notice of repayment is given pursuant to this Clause 8, the first of such notices shall prevail.

8.6

Re-borrowing The Borrower may not re-borrow any part of the Facility which is repaid or in respect of which Conversion Rights have been exercised pursuant to Clause 12 (Conversion).

8.7

Limitation The Borrower shall not prepay all or any part of a Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

8.8

Prepayment intention The Borrower intends (without thereby assuming a legal or contractual obligation) that it will prepay the Loans only to the extent that the part of the aggregate outstanding principal amount of the Loans to be prepaid which was assigned "equity credit" (or such similar nomenclature used by S&P from time to time) at the time of the entering into of the Loans does not exceed such part of the net proceeds received by the Borrower or any Subsidiary of the Borrower after the applicable Closing Date but on or prior to the date of such prepayment from the sale or issuance of securities or the borrowing of a loan by the Borrower or such Subsidiary to third party purchasers or from third party lenders (other than group entities of the Borrower) which are assigned by S&P "equity credit" (or such similar nomenclature used by S&P from time to time) (but taking into account any changes in hybrid capital

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methodology or another relevant methodology or the interpretation thereof since the entering into of the Loans), unless:

9.

(a)

the long-term corporate credit rating assigned by S&P to the Borrower at the time of such prepayment is at least equal to the rating at the time of the last additional hybrid issuance and the Borrower is comfortable that such rating would not fall below this level, as a result of such prepayment;

(b)

in the case of a prepayment, such prepayment is, taken together with relevant repurchases or redemptions of other Hybrid Securities or Hybrid Loans of the Borrower: (i) in any period of 12 consecutive months starting at the Relevant Time, of less than 10% of the Relevant Amount; or (ii) in any period of 10 consecutive years starting at the Relevant Time, of less than 25% of the Relevant Amount, provided that such prepayment has no materially negative effect on the Borrower's credit profile;

(c)

if, in the case of a prepayment, such prepayment is in an amount necessary to allow the Borrower's aggregate amount of hybrid capital remaining outstanding after such prepayment to remain below the maximum aggregate principal amount of hybrid capital to which S&P would assign equity content under its prevailing methodology;

(d)

the Loans are prepaid pursuant to a Substantial Repurchase Event, or a Tax Deduction Event, a Withholding Tax Event or a Rating Event;

(e)

the Loans are not assigned an "equity credit" by S&P (or such similar nomenclature then used by S&P) at the time of such prepayment; or

(f)

such prepayment occurs on or after the Reset Date falling on 15 December 2051.

SUBSTITUTION OR VARIATION The Borrower may, upon the occurrence of a Rating Event, a Tax Deduction Event or a Withholding Tax Event, at any time, without the consent of the relevant Lenders, either: (a) substitute the Loans (in full) for; or (b) vary the terms of the Loans with the effect that the Loans remain or become, as the case may be, a Qualifying Loan. The Lenders shall be obliged to co-operate with such substitution or variation.

10.

COSTS OF UTILISATION

10.1

Interest The rate of interest on the Loan is the Interest Rate.

10.2

Interest rate for any year until the First Reset Date (a)

The interest rate for any Interest Period until the First Reset Date will be calculated by reference to the midpoint of a range of 10 Year Swap Rates that is quoted on each of the second to seventh Business Day before the Closing Date by Ernst & Young together with KPMG (the Selected Parties), rounded to the nearest 5 basis points, in accordance with this Clause 10.2.

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10.3

(b)

Two Business Days prior to the Closing Date, the applicable 10 Year Swap Rate as determined pursuant to paragraph (a) above will be added to the Margin to create the interest rate applicable to the Loan.

(c)

For purposes of paragraph (a) and (b) above, any reference to a 'Reset Date' in the definition of 10 Year Swap Rate shall be deemed to refer to each of the second to seventh Business Day before to the Closing Date.

(d)

A Pricing Report will be drafted by the Selected Parties, which will be shared with the Borrower and Lenders, excluding any information that cannot be made public on the basis of applicable law (including, for avoidance of doubt, the Market Abuse Regulation) (the Pricing Report).

Payment of interest The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period with the final interest payment in respect of each Loan being paid on the earlier of the Termination Date and the applicable Repayment Date for the Loan.

11.

INTEREST

11.1

Interest Periods

11.2

(a)

Subject to paragraph (d) below, interest accrued on the Loans shall be payable in arrears and calculated by reference to successive Interest Periods of one (1) years' duration (or such shorter period as may be agreed between the Borrower and the Lender, acting reasonably, with respect to: (i) the Repayment Date for the Loans; or (ii) the last Interest Period in respect of the Loans).

(b)

Interest on the Loans shall be calculated and payable on the basis of the actual number of days elapsed in a 360-day year.

(c)

No Interest Period for the Loans shall extend beyond the earlier of the Termination Date and the applicable Repayment Date.

(d)

The first Interest Period for the Loan starts on the Closing Date. The first Interest Period ends on the first anniversary of the Closing Date.

Non-business days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not) and the Interest payable shall be adjusted accordingly.

11.3

Accrual of interest Each Loan will cease to bear interest: (a)

where the Conversion Right shall have been exercised by the Borrower, from the relevant Conversion Date (subject as provided in Clause 12 (Conversion)); or

(b)

where such Loan is repaid pursuant to Clause 8 (Repayment and Prepayment) or Clause 18 (Events of Default), from the due date for repayment thereof unless, upon due presentation thereof, payment of principal in respect of such Loan is improperly withheld or refused, in which event interest will continue to accrue at the rate specified in Clause 10.1 (Interest) (both

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before and after judgment) until the day on which all sums due in respect of a Loan up to that day are received by or on behalf of the relevant Lender. 11.4

11.5

Optional deferral of interest by the Borrower (a)

The Borrower may, at its discretion, elect to defer all or part of any Interest Payment (a Deferred Interest Payment) which is otherwise scheduled to be paid on an Interest Payment Date by giving notice (a Deferral Notice) of such election to the Lenders in accordance with Clause 24 (Notices) not less than 10 Business Days prior to the relevant Interest Payment Date. Subject to Clause 11.5 (Mandatory settlement of interest), if the Borrower elects not to make all or part of any Interest Payment on an Interest Payment Date, then it will not have any obligation to pay such interest on the relevant Interest Payment Date and any such nonpayment of interest will not constitute an Event of Default or any other breach of its obligations under this Agreement or for any other purpose.

(b)

Any Deferred Interest Payment shall itself bear interest (such further interest together with the Deferred Interest Payment, being Arrears of Interest), at the Interest Rate prevailing from time to time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the relevant optional settlement date of such Arrears of Interest specified in the Deferral Notice or, as appropriate, such other date on which such Deferred Interest Payment is paid in accordance with Clause 11.5 (Mandatory settlement of interest), in each case such further interest being compounded to the Loans on each Interest Payment Date.

(c)

Non-payment of Arrears of Interest shall not constitute a default by the Borrower under this Agreement or for any other purpose, unless such payment is required in accordance with Clause 11.5 (Mandatory settlement of interest).

Mandatory settlement of interest Notwithstanding the provisions of this Clause 11 relating to the ability of the Borrower to defer Interest Payments, the Borrower shall pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which a Deferred Interest Payment first arose.

12.

CONVERSION

12.1

Conversion Right (a)

If (i)

a Conversion Event has occurred and as long as it is continuing; or

(ii)

the Majority Lenders have so requested and the Borrower has so agreed, and subject to and as provided in this Agreement, the Borrower shall be entitled to convert each Loan and any outstanding Arrears of Interest, together with any accrued and unpaid interest to (but excluding) the relevant Conversion Date (together, the Convertible Amount) relating to such Loan into new and/or existing Ordinary Shares, as determined by the Borrower, credited as fully paid (a Conversion Right).

If the Lenders do not agree with the Convertible Amount as determined by the Borrower, the Selected Independent Valuation Service Provider shall be requested to determine the Convertible Amount and any such determination shall be binding on all Parties.

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(b)

The number of Ordinary Shares to be issued on exercise of a Conversion Right in respect of a Loan shall be determined by dividing the Convertible Amount outstanding on the Conversion Date by the market value per Ordinary Share (such value per Ordinary Share, as calculated in accordance with Clause 12.2, the Conversion Price) in effect on the relevant Conversion Date.