MCB Finance Group plc

Prospectus regarding admission to trading of SEK 100,000,000 18% Multicurrency Subordinated Fixed Rate Notes

2013/2015

2

Important information

This prospectus (the “Prospectus”) has been prepared by MCB Finance Group plc (the “Issuer”) in relation to the application for admission to trading

of the loan constituted by the Issuer’s SEK 100,000,000 (or the equivalent amount in EUR) 18% Multicurrency Subordinated Fixed Rate Notes

2013/2015 (the “Notes”) on the regulated market (as defined in the Securities Markets Act (lag (2007:528) om värdepappersmarknaden), a

“Regulated Market”) of NASDAQ OMX Stockholm (“Nasdaq OMX Stockholm”). References to “MCB”, MCB Finance” or the “Group” refer in this

Prospectus to the Issuer and its subsidiaries, unless otherwise indicated by the context. References to a “Subsidiary” refer to MECB Finance AS,

MCB Treasury AB (publ) (“MCB Treasury”), MCB Finance Finland Oy, MCB Finance Estonia Oü, MCB Finance Latvia SIA, UAB MCB Finance or

MCB Finance Australia Pty Ltd while references to the Subsidiaries refer to all of them combined. References to “ABGSC” in this Prospectus refer to

ABG Sundal Collier AB. References to the “Senior Debt” refers to the debt securities issued pursuant to the terms and conditions of MCB Treasury

asset backed fixed rate notes with ISIN SE0004489672 and SE0004950350.

The Prospectus has been prepared in accordance with the rules and regulations in the Swedish Financial Instruments Trading Act (Sw. lag

(1991:980) om handel med finansiella instrument) and Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing Directive 2003/71/EC

of the European Parliament and of the Council, as amended by Directive 2010/73/EC. The Prospectus has been approved by and registered with the

Swedish Financial Supervisory Authority (the “SFSA”) in accordance with the provisions in Chapter 2, Section 25 and 26 of the Swedish Financial

Instruments Trading Act. It should be noted that such approval and such registration does not constitute any guarantee from the SFSA that the

information in the Prospectus is accurate or complete.

This Prospectus is not an offer for sale or a solicitation of an offer to purchase the Notes in any jurisdiction. It has been prepared solely for the

purpose of application for admission to trading of the loans constituted by the Notes at the Regulated Market of Nasdaq OMX Stockholm.

This Prospectus may not be distributed in, or into, any jurisdiction where such distribution or disposal requires additional prospectuses, registration or

additional measures or is contrary to the rules and regulations in such country. Persons into whose possession this Prospectus comes or persons

who acquire the Notes are therefore required to inform themselves about, and to observe, such restrictions.

The Prospectus will be available at the SFSA’s web site (www.fi.se) and the Group’s web site (www.mcbfinance.com). Paper copies of this

Prospectus may be obtained from the Issuer.

Unless otherwise explicitly stated, no information contained in this Prospectus has been audited or reviewed by auditors. Certain financial information

in this Prospectus has been rounded off and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact

arithmetic aggregation of the figures that precede them. Unless otherwise specified or unless the context otherwise requires, “EUR” refers to Euro,

“LVL” refers to Latvian Lat, “LTL” refers to Lithuanian Litas, “AUD” refers to Australian dollars, “SEK” refers to Swedish kronor and “GBP” refer to

United Kingdom (“UK”) pound sterling.

The Prospectus shall be read together with all documents which have been incorporated by reference (please refer the Section “Documents

incorporated by reference” on page 17 of this Prospectus) and any supplements to the Prospectus.

The Prospectus is governed by Swedish law. Disputes concerning, or related to, the contents of this Prospectus shall be the exclusive jurisdiction of

the courts of Sweden. The district court of Stockholm (Sw: Stockholms tingsrätt) shall be the court of first instance.

Forward-looking statements

To the extent this Prospectus contains forward-looking statements and assumptions regarding future market conditions, operations and results, the

statements can be included in several sections and include statements concerning the Group’s current intentions, assessments and expectations.

The words “consider”, “intends”, “deems”, “expects”, “anticipates”, “plans” and similar expressions indicate some of these forward-looking statements.

Other such statements may be identified from the context. Although the Group believes that the forecasts of, or indications of, future results,

performance and achievements are based on reasonable assumptions and expectations, the Group cannot guarantee the materialization of these

forecasts. Actual events and financial outcomes may differ significantly from what is described in such statements as a result of risks and other

factors affecting the Group’s operations. Certain risk factors are mentioned in the Section “Risk Factors” in this Prospectus.

These forward-looking statements speak only as of the date of this Prospectus. Except to the extent required by law, the Issuer expressly disclaims

any obligation or undertaking to disseminate after the date of this Prospectus any updates or revisions to any forward-looking statements made in this

Prospectus whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable

to the Issuer or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained throughout this

Prospectus. As a result of these risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements.

Moreover, no assurance can be given that any of the historical information, data, trends or practices mentioned and described in this Prospectus are

indicative of future results or events.

3

Table of contents

Risk factors ................................................................................................................................................................................. 4

The Notes in brief ....................................................................................................................................................................... 9

Responsibility statement .......................................................................................................................................................... 12

Description of the Issuer, the Group and its operations ........................................................................................................... 13

Documents incorporated by reference ..................................................................................................................................... 18

Addresses ................................................................................................................................................................................ 19

Terms and Conditions for the Notes ......................................................................................................................................... 20

4

Risk factors

All investments in notes involve a degree of risk. The financial performance of the Group and the risks associated with its

business are important when making a decision on whether to invest in the Notes. A number of factors influence and could

influence the Group’s operations and financial performance and ultimately the Issuer’s ability to meet its obligations under

the Terms and Conditions. In this Section a number of risk factors are illustrated and discussed, both risks pertaining to the

Group’s operations and risks related to the Notes as financial instruments. This Section aims at describing the risks

associated with MCB’s operations and by that also the Issuer’s ability to fulfil its obligations according to the Terms and

Conditions for the Notes. The risk factors below are not ranked in any specific order of importance and no claim is being

made that the list is exhaustive.

Potential investors should carefully consider the risk factors below and other information in this Prospectus before deciding

on making an investment in the Notes. An investor must, in addition, alone or together with financial and/or other advisors,

consider the general business prospects, other information in the Prospectus and general information about the applicable

market and companies active on that market, based on their personal circumstances. An investor should possess sufficient

knowledge to assess the risk factors and sufficient financial strength to bear those risks.

Additional risk factors that are not currently known or not currently considered to be material may also affect the future

operations, performance and financial position of the Group, and consequently the Issuer’s ability to meet its obligations

under the Terms and Conditions for the Notes.

Risks related to the Group’s business operations

Risk relating to political or economic instability

The Group currently has operations in Finland, Estonia, Latvia and Lithuania (all of which are members of the European

Union). In addition MCB Finance has limited operations in Australia. The Baltic countries are, to some extent, still emerging

markets undergoing rapid economic, political and social development. The Group’s operations in such countries are and will

continue to be exposed to risks common to regions undergoing political, economic and social change, including economic

recession, inflation, tax regime changes, local market disruption and labour unrest. The prevailing political, economic and

social conditions in a territory may significantly affect the general demand for loans, other credit services in that territory, the

creditworthiness of the Group’s customers and the regulatory and taxation regime in which the Group operates.

Risk relating to the current macroeconomic environment

The Group’s business is subject to inherent risks arising from general and sector-specific economic conditions in the Fenno-

Baltic region and Australia. A deterioration in economic conditions globally and in the markets in which the Group operates,

including, but not limited to business and consumer confidence, unemployment, household disposable income, the state of

the housing market, foreign exchange markets, counter-party risk, inflation, the availability and cost of credit, the liquidity of

global financial markets, or market interest rates may reduce the level of demand for the products and services of the Group.

This may adversely affect the earnings the Group can achieve on its products and lead to reduced volumes of credit issued,

reduced revenue and increased levels of impairment charges. The aforementioned factors may materially and adversely

impact the Group’s operating results, financial condition and prospects.

In addition, a credit rating downgrade of the Republic of Finland and Australia, and any further downgrades of the Baltic

countries or Eurozone countries (or a perception that downgrades may occur) may severely destabilise the markets and

could have a material adverse effect on the Group’s operating results, financial condition and prospects. Should the

economic conditions faced by certain Eurozone member states, such as Greece, Italy, Portugal and Spain be replicated in

other Eurozone member states, the risks above would be exacerbated.

The exact nature of the risks faced by the Group is difficult to predict and guard against in view of (i) the severity of the global

financial crisis, (ii) difficulties in predicting whether the recovery will be sustained and at what rate, and (iii) the fact that many

of the related risks to the business are totally, or in part, outside the control of the Group.

5

Highly regulated environment

The Group operates in a highly regulated environment. A Subsidiary’s inability to remain in relevant consumer loan provider

registers (in such jurisdictions where this is mandatory), or maintain its respective consumer credit license (in such

jurisdictions where this is relevant) or a breach of any of its terms or of any other consumer credit regulation could have a

material adverse effect on such Subsidiary’s (and indirectly the Issuer’s) business, financial condition, results of operations

and prospects.

Consumer credit regulations are subject to frequent change

The volatile economic environment has resulted in a greater focus on regulation, and in particular, there has been an

increase in the level of scrutiny placed upon lenders in the non-standard credit market. Modifications to existing legislation,

regulation, rules, guidance, codes of conduct, government policies and/or their respective interpretations and/or new

legislative and/or regulatory initiatives, may affect the industry and markets in which the Group operates. The consumer

credit regulations are subject to frequent change in Finland, Estonia, Latvia, Lithuania and Australia, and it is unclear how

these changes could specifically impact on each Subsidiary’s (and indirectly the Issuer’s) business. Any material change in

the consumer credit regulation could have a material adverse effect on the respective Subsidiary’s (and indirectly the

Issuer’s) business, financial condition, results of operations and prospects. A legislative initiative in Finland has recently been

adopted. The new legislation will enter into force 1 June 2013 and, inter alia, put a limit on the annual percentage rate (APR)

that the Finnish Subsidiary is permitted to charge and impose an obligation on the Finnish Subsidiary to evaluate the

consumers’ creditworthiness more rigorously. In addition, in the Baltic countries regulatory changes have been initiated or

are in the early stages of consideration regarding consumer loans generally which could affect the MCB’s business in these

regions. The purpose of such legislative or regulatory amendment programmes are to, amongst others, guard against

irresponsible borrowing by consumers and to ensure more thorough evaluation by lenders of the consumer’s

creditworthiness. This new legislation is likely to have a material impact on the Issuer’s business, financial condition, results

of operations and prospects.

There can be no assurance that the Group’s financial performance will not be adversely affected should unforeseen events

relating to regulatory risk arise in the future, which may materially and adversely affect, amongst other things, the Group’s

product range and activities, the sales and pricing of its products, the Group’s profitability, solvency and capital requirements

and may give rise to increased costs of compliance.

Counterparty risk

Counterparty risk is part of the Group’s operations of extending short and medium term consumer loans. A certain amount of

delinquencies and impairments is anticipated. In addition, the Group is exposed to risks associated with the uncontrolled

deterioration in the credit quality of its customers which may be driven by, for example, socio-economic or customer-specific

factors linked to economic performance. For instance, in 2009, the Group experienced a significant rise in impairment levels

due to the global economic downturn. The impact of higher impairment levels on the profitability of the Group is likely to be

exacerbated by a consequent reduction in the reservable customer population (those current customers with the potential to

take a new loan) causing a rapid fall in the Group’s revenue at a time of increased impairments. Declining credit quality and

increased impairment levels impact profitability and the number of reservable customers and could ultimately have a material

adverse effect on the Group’s business, results of operations and financial condition.

Although the Group has undertaken extensive research to predict future potential impairments and credit losses on which the

Group’s lending model is based, there is no guarantee that these estimates will prove accurate. An increase in the level of

credit losses will have an adverse impact on the Group’s business, financial condition and results of operations.

The Group is also exposed to counterparty risk related to the risk that the Group will suffer loss in the event of default by a

bank counterparty. The risk arises as a result of occasional cash deposits placed with banks and the use of derivative

financial instruments with banks and other financial institutions. A default occurs when a bank fails to honour payments as

they fall due.

6

Key employees

The Group is dependent on its ability to attract, motivate and retain high quality and highly skilled management. The Group is

dependent on existing key executives and it’s senior to middle management in order to sustain, develop and grow its

business and there can be no assurances that these employees will remain with the Group. The loss of key personnel or of a

substantial number of talented employees or an inability to attract, retain and motivate the calibre of employees required for

the continuation of, and the expansion of, the Group’s activities, could cause disruption and adversely affect its business,

results of operations and financial condition.

Operational risk

The Group is dependent on its ability to process a large number of transactions efficiently and accurately. The Group’s ability

to develop business intelligence systems, to monitor and manage collections, to maintain financial and operating controls, to

monitor and manage its risk exposures across the Group, to keep accurate records, to provide high-quality customer service

and to develop and sell profitable products and services in the future depends on the success of its business continuity

planning, the uninterrupted and efficient operation of its information and communications systems, including its information

technology, and the successful development and implementation of new systems. However, in common with information

technology systems generally, losses can result from inadequate or failed internal control processes and protection systems,

human error, fraud or external events that interrupt normal business operations. This may result in a loss of data and a

failure to provide quality service to customers. Although the Group has in place certain business continuity plans to guard

against service disruptions, there is no guarantee that the Group’s business continuity plans prove to be adequate at all

times.

If any of the above risks materialise, the interruption or failure of the Group’s information technology and other systems could

impair the Group’s ability to provide its services effectively causing direct financial loss and may compromise the Group’s

strategic initiatives. Technology failure or underperformance could also increase the Group’s litigation and regulatory

exposure or require it to incur higher administrative costs (including remediation costs). Further, an irrecoverable loss of any

customer database would be expensive and time-consuming to endeavour to retrieve or recreate and would have a material

adverse effect on the Group’s operations and financial situation.

Reputational risk

Reputational risk is the risk that an event or circumstance could adversely impact on the Group’s reputation. Operating as it

does in the non-standard credit market leads to greater scrutiny of the Group’s activities and any adverse publicity from the

activities of legislators, pressure groups and the media could potentially have a detrimental impact on the Group’s sales and

collection activities. Media and pressure activity can increase during an economic downturn or when the Group is not

performing well. Despite measures taken to manage reputational risk, there can be no assurance that the Group’s financial

performance will not be adversely affected should unforeseen events relating to reputational risks arise in the future.

Each Subsidiary’s business relies on outsourcing relationship with partners

Each Subsidiary’s business model involves extensive outsourcing of various operating functions, such as collecting of certain

credit and other customer information, customer identification, IT-related services and debt collection. This makes each

Subsidiary dependent on its outsourcing partners and exposes such Subsidiary to the risk that existing partners will fail to

adequately perform these outsourcing services, as well as the risk that such Subsidiary will be unable to find new

outsourcing partners if any existing partners terminate their relationship with relevant Subsidiary.

Delay in enforcing Subsidiary’s rights

Enforcement of loans granted to consumers are in some jurisdiction subject to, inter alia, mandatory stay periods and/or

certain minimum amounts outstanding. Any delays in enforcing a Subsidiary’s rights in its respective jurisdiction may have an

adverse effect on such Subsidiary’s business, financial condition, results of operations and prospects.

Exposure to currency risks

MCB currently operates in Finland, Estonia, Latvia, Lithuania and Australia and as a result generates revenues in EUR, LVL,

LTL and AUD. However, the Group’s reporting currency is EUR and is as a consequence exposed for currency translation

risk to the extent that the assets, liabilities, revenues and expenses of the Group are denominated in currencies other than

7

EUR. Consequently, there is a risk that increases and decreases in the value of the EUR versus LVL, LTL and AUD will

affect the amount of these items in MCB’s consolidated financial statements, even if their value has not changed in the

original currency.

Furthermore, the financing of the Group including the interest costs related to the Senior Debt and the Notes are in SEK.

Although MCB has put in place an arrangement for the purpose of hedging the currency exposure of all amounts outstanding

under the Senior Debt, the currency risk under the Notes is not hedged and the Group. The Group is thus exposed to a

potential appreciation of the SEK versus the EUR and such appreciation could negatively affect the Group’s financial results.

Liquidity risk

Liquidity risk is the risk that the Group will have insufficient liquid resources available to fulfil its operational plans and/or meet

its financial obligations as they fall due. Credit markets and economic conditions continue to be difficult making it more

challenging for companies to obtain funding. Despite several measures taken to manage liquidity risk, there can be no

assurance that the Group’s financial performance will not be adversely affected should unforeseen events relating to liquidity

risks arise in the future.

Risk of funding

MCB’s operation is to a large extent funded by shareholders equity and from the debt capital markets. The risk of funding

relates to securing financing, refinancing of outstanding loans or securing additional loans at commercially viable terms at a

specific point in time. These factors infer risk for the Group’s operations, its financial position and ability to meet its financial

commitments.

Risks relating to the Notes

Structural subordination

No present or future Subsidiary will guarantee or provide any security for the Issuer’s obligations under the Notes and

consequently the Noteholders do not have any recourse to the assets of the Issuer’s present or future Subsidiaries.

Contractual subordination and encumbered assets

As consideration for Senior Debt being made available to MCB Treasury, the Issuer guarantees all of MCB Treasury’s

present and future obligations and liabilities under the Senior Debt (the “Guarantee”). The Noteholders will be fully

subordinated to all present and future claims of any present and future creditor of the Group (as long as the Senior Debt

remain outstanding), including, but not limited to, any present and future claim pursuant to the Guarantee. A substantial part

of the Group’s assets are encumbered as a result of securing the Senior Debt and the proceeds from an enforcement of

such assets may not be sufficient to pay any other creditors than creditors of Senior Debt.

Up-streaming of funds to the Issuer

The Issuer is a holding company and holds no significant assets other than the shares in the Subsidiaries and as such the

Issuer is reliant on the ability of other entities within the Group to advance loans or make dividend distributions to the Issuer

so as to enable it to make payments under the Notes. The Issuer is thus dependent upon receipt of sufficient income arising

from the operations of the Group. The ability of the Subsidiaries to make such payments to the Issuer is subject to, among

other things, the availability of funds, corporate restrictions, the terms of each operation’s indebtedness and security

arrangements to support such indebtedness and local law.

Withholding tax on interest payments

Although the Group is headed by a UK holding company, the Group does not have substantial operations in the UK. This

exposes the Group to the UK’s international tax regime, including its controlled foreign companies regime, and makes the UK

tax position more difficult to manage. Currently no UK withholding tax will be levied on interest payments under the Notes

provided that the Notes are listed on the Regulated Market of Nasdaq OMX Stockholm (and, for the avoidance of doubt, not

on NASDAQ OMX First North) prior to the first Interest Payment Date (the “Listing Exemption”) and remain so listed on

each interest payment date. If such listing by that time is not achieved by the Issuer, then the Issuer may in respect of certain

Noteholders (e.g., UK tax resident individual noteholders and non-UK tax resident individual and corporate noteholders) be

8

obliged to withhold a 20% withholding tax on interest payments being made to such noteholders. Such withholding tax may,

subject to the Noteholder making a successful tax treaty claim, be reduced or eliminated under a relevant tax treaty. If the

Issuer is required to deduct UK withholding tax from interest payments, it will be required to make a tax gross-up payment

unless it determines (in its sole discretion) that the Noteholder may obtain a tax credit for the UK withholding tax deducted. If

the Issuer is required to make a gross up payment, such additional expenditure could materially and adversely affect the

Issuer’s and the Group’s financial position and ability to meet its financial commitments.

Credit risks

Investors in the Notes carry a credit risk relating to the Issuer. The investor’s ability to receive payment under the Terms and

Conditions for the Notes is therefore dependent on the Issuer’s ability to meet its payment obligations, which in turn is largely

dependent upon the performance of the Group’s operations and its financial position. The Group’s financial position is

affected by several factors of which a number have been discussed above. Furthermore, restrictions on the ability of the

Group to freely move capital and dividends from subsidiaries may inhibit or prevent the Group from meeting its obligations to

repay loans or meet other obligations. An increased credit risk may cause the market to charge the Notes a higher risk

premium, which would affect the Notes’ value negatively. Another aspect of the credit risk is that a deteriorating financial

position of the Group may reduce the Group’s possibility to receive debt financing at the time of the maturity of the Notes.

Majority decisions by the Noteholders

According to the Terms and Conditions, certain majorities of the Noteholders have the right to make decisions and take

measures that bind all Noteholders. Consequently, the actions of a majority of Noteholders could impact the Noteholders’

rights in accordance with the Terms and Conditions in a manner that is undesirable for some of the Noteholders.

Interest rate risks

The Notes’ value depends on several factors, one of the most significant over time being the level of market interest.

Investments in the Notes involve a risk that the market value of the Notes may be adversely affected by changes in market

interest rates.

Liquidity risks

The Issuer cannot guarantee that a liquid market for trading in the Notes will occur and that such trading is maintained. The

Issuer will apply for admission to trading of the loan constituted by the Notes at Nasdaq OMX Stockholm in connection with

the approval of this Prospectus by the SFSA. Even if securities are admitted to trading on a Regulated Market, active trading

in the securities does not always occur. This may result in Noteholders not being able to sell their Notes when desired or at a

price level which allows for a profit comparable to similar investments with an active and functioning secondary market. Lack

of liquidity in the market may have a negative impact on the market value of the Notes. Furthermore, the nominal value of the

Notes may not be indicative comparing to the market price of the Notes if the Notes are admitted for trading at Nasdaq OMX

Stockholm.

It should also be noted that during a given time period it may be difficult or impossible to sell the Notes due to, for example,

severe price fluctuations, close down of the relevant market or trade restrictions imposed on the market.

Risks relating to the clearing and settlement in Euroclear’s book-entry system

The Notes are affiliated to Euroclear Sweden AB’s (“Euroclear”) account-based system, therefore no physical notes have

been, or will be, issued. Clearing and settlement relating to the Notes is carried out within Euroclear’s book-entry system as

well as payment of interest and repayment of the principal. In addition, the Issuer (or the Issuing Agent or any other person

appointed by the Issuer) will effectuate the duties of Euroclear following the occurrence of a Tax Event (as defined in the

Terms and Conditions). Investors are therefore dependent on the functionality of Euroclear’s account-based system and,

following a Tax Event, the ability of the Issuer (or the Issuing Agent or any other person appointed by the Issuer) to

effectuate such duties.

9

The Notes in brief

This Section contains a general and broad description of the Notes and is not a comprehensive description of the Notes.

Potential investors should therefore carefully consider the Prospectus as a whole, including documents incorporated by

reference, before a decision is made to invest in the Notes. The full terms for the Notes can be found in the Section “Terms

and Conditions for the Notes” (the “Terms and Conditions”).

Concepts and terms defined in the Section “Terms and Conditions for the Notes” or anywhere else in the Prospectus are

used with the same meaning in the summary unless otherwise is explicitly understood from the context.

Issuer: MCB Finance Group plc, a public limited liability company incorporated under the laws of

England and Wales with Reg. No. 06032184.

Business description: MCB Finance is a consumer finance business making short and medium term loans to private

individuals. The Group offers term loans up to EUR 2,000 (or the equivalent thereof in LVL or

LTL) with maturities up to 24 months. The Group currently operates in Finland, Estonia, Latvia,

Lithuania and Australia through the Credit24 brand. MCB operates broadly the same business

model across its different national markets backed by a highly automated credit extension and

credit repayment and collection system. Lithuania constitutes the largest share of the loan

principal issued (2012) followed by Finland, Estonia, Latvia and Australia.

The Notes: The Notes constitute direct, unconditional and unsecured obligations of the Issuer and shall at

all times rank pari passu and without any preference among them.

The Notes are fully subordinated to all present and future claims of any present and future

creditor of the Issuer, including, but not limited to, any present or future claim pursuant to the

Guarantee. A Noteholder may not for as long as any Senior Debt remain outstanding:

(a) demand or receive payment, prepayment or repayment of, or accept discharge by way of

set-off, of any principal of the Notes;

(b) demand or receive, or accept discharge by way of set-off, any interest on the Notes after the

occurrence of an event of default pursuant to the terms and conditions of the Senior Debt;

(c) receive or permit to subsist, any Security or other encumbrance, or receive or allow to

subsist any financial support, for the Notes; or

(d) commence any proceedings against the Issuer or any member of the Group in respect of

any Notes, including applying for enforcement of any amount outstanding or for liquidation or

bankruptcy.

ISIN: ISIN: SE0005100567 in respect of the SEK Notes.

ISIN: SE0005100575 in respect of the EUR Notes.

Listing on a Regulated

Market:

The Issuer has undertaken to use its best efforts to ensure that each loan constituted by the

Terms and Conditions is listed on the Regulated Market of NASDAQ OMX Stockholm no later

than on the first Interest Payment Date after the issuance of such loan, and remain so listed or,

if such listing is not possible to obtain or maintain, on another Regulated Market. The Issuer

shall, following a listing, take all actions on its part to maintain the listing of the Notes.

Denomination: SEK and EUR.

10

Loan amount: The aggregate amount of the Notes which may be issued under the Terms and Conditions is

SEK 100,000,000 (or the equivalent in EUR). SEK Notes in the total amount of SEK 45,000,000

(45 Notes) have been issued in a first tranche as Initial Notes. No EUR Notes have been issued

as Initial Notes.

The Issuer may, at one or several occasions, issue Subsequent Notes in the form of SEK

Notes or EUR Notes up to the Available Note Amount.

Initial Issue Date: 19 March 2013.

Redemption Date: 19 March 2015. The Issuer may at its own discretion extend the tenor by up to one year.

Nominal value and round

lot:

Each SEK Note is issued in a Nominal Amount of SEK 1,000,000 and each EUR Note is issued

in a Nominal Amount of EUR 100,000, which is also the minimum trading lot.

Interest rate: The Notes carry a fixed interest rate of 18.00% per annum. Should the tenor be extended, the

coupon will increase to 20% per annum from (but excluding) 19 March 2015.

Interest payment date: Interest on the Notes shall be paid quarterly on the 19 of each June, September, December

and March during the life of the Notes. The first Interest Payment Date shall be 19 June 2013

and the last Interest Payment Date for the Notes shall be on the Final Redemption Date.

Undertakings: The Issuer has made undertakings only in relation to the following:

Chance of business;

Compliance;

Books and records;

Financial Indebtedness (not to incur any financial indebtedness other (i) where a

member of the Group is lending to the Issuer; (ii) arising in the ordinary course of

business with suppliers of goods or services with a maximum duration of 90 days;

and (iii) any Financial Indebtedness not permitted by (i) to (ii) above provided that the

aggregate amount of such indebtedness does not exceed EUR 100,000 (or the

equivalent in any other currency); and

Listing (see “Listing on a Regulated Market” above).

For a full review of the undertakings, please see Condition 11 of the Terms and Conditions.

Events of Default: The Agent is entitled to, on behalf of the Noteholders, declare all, but not only some, of the

Notes due for payment immediately or at such later date as the Agent determines by notice to

the Issuer, upon the occurrence of events relating to:

non-payment;

non-compliance with other contractual obligations under the Transaction Documents;

invalidity, ineffectiveness or variation of Transaction Documents;

insolvency;

breach of the Equity and Equity Equivalent Debt to total assets ratio;

dividend payments;

change of control;

cross payment default; and

mergers and consolidations.

The Events of Default are subject to exceptions and qualifications. For a full review of the

11

Events of Default, please see Condition 12 of the Terms and Conditions.

Credit risk rating: Neither the Issuer nor the Notes have been assigned a credit rating from a rating agency or

similar.

Form of the Notes and

effectuation of payments:

The Notes are affiliated to Euroclear’s account-based system, and no physical notes have

been, or will be, issued. Clearing and settlement relating to the Notes are carried out within

Euroclear’s book-entry system as well as payment of interest and repayment of the principal.

Payment of principal and interest as well as, if applicable, withholding of preliminary tax will be

made by Euroclear. The Issuer (or the Issuing Agent or any other person appointed by the

Issuer) will effectuate the duties of Euroclear following the occurrence of a Tax Event (as

defined in the Terms and Conditions).

Issuing Agent: ABG Sundal Collier Norge ASA acts as Issuing Agent.

Agent: CorpNordic Sweden AB acts as Agent. Pursuant to the Agency Agreement between the Issuer

and the Agent, the Agent undertakes to represent the Noteholders in accordance with the

Terms and Conditions.

Governing law and

jurisdiction:

The Terms and Conditions are governed by and construed in accordance with the laws of

Sweden. Any dispute or claim arising in relation to the Terms and Conditions shall be

determined by Swedish courts and the District Court of Stockholm (Stockholms tingsrätt) shall

be the court of first instance.

12

Responsibility statement

The Issuer issued the Notes, in accordance with authorization granted by the Issuer’s board of directors, referred to in this

Prospectus on 19 March 2013. The Prospectus has been prepared for the purpose of applying for an admission to trading of

the loan constituted by the Notes at the Regulated Market of Nasdaq OMX Stockholm and in accordance with the

Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament

and of the Council and the rules and regulations in Chapter 2 of the Swedish Financial Instruments Trading Act.

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all

reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge,

in accordance with the facts and contains no omission likely to affect its import.

13 May 2013

MCB Finance Group plc

13

Description of the Issuer, the Group and its operations

History and development The Group was formed via the incorporation of MCB Finance Estonia Ou (for the purpose of this Section, “MCB OU”) in

2005, organized under the laws of Estonia. On 21 August 2006, MCB OU commenced operations in Estonia offering short-

term loans to private individuals. In October 2006, MCB Ou started operations in Finland, in 2007 MCB commenced

operations in Lithuania and Latvia and in 2012 MCB initiated operations in Australia. As part of a pre-listing reorganisation of

the company in November 2006, MCB Finance AS was incorporated in Estonia with Estonian registry code 11315942 and

acquired MCB Ou and its Finnish subsidiary. In December 2006 MCB Finance AS was acquired by the Issuer in order to

float the shares on the AIM market of the London Stock Exchange. The Issuer is incorporated under the laws of England and

Wales with Reg. No. 06032184.

Business and operations

Introduction

The Group provides fast, convenient, easily understood and flexible credit solutions to retail customers in Finland, the

rapidly-growing Baltic countries of Estonia, Latvia and Lithuania (the Fenno-Baltic Region) and Australia. Operating through

the Credit24 brand, the Group commenced its business in Estonia and Finland and expanded to the other Baltic markets

within a relatively short period of time in order to capitalise on the significant growth of the consumer credit sector throughout

the Fenno-Baltic Region. In 2012 MCB began limited operations in Australia as well launched its online sales offering in

Lithuania under the brand name Sving. The Group operates broadly the same business model across its different national

markets, yet remains flexible in terms of specific products offered.

The Group currently offers term loans up to EUR 3,000 and with maturities up to 24 months to qualifying customers. Due to

amendments in the Finnish consumer credit legislation entering into force on 1 June 2013, MCB will materially modify its

customer offering in Finland in order to comply with these amendments.

Objective and strategy of the Group

The objective of the Group is to be a leading provider of unsecured credits by:

Offering an attractive selection of products under the Credit24 (consumer credits) and Sving (online sales

financing) with transparent terms, good ease of access and high quality customer service

Using high impact strategic and tactical marketing, employing the full spectrum of available media to drive growth

and provide brand differentiation

Maximising operational efficiency through rigorous monitoring of marketing, credit extension, collection and

customer data

In the near term MCB Finance intends to focus on:

Continued profitable growth in current markets

Profitable expansion into larger markets

Profitable expansion into related product segments

Business Operations

The Group has prescribed processes to manage its business operations in sales and marketing, credit extension, payment

management, customer relationship management and internal back-office operations. The Issuer’s subsidiary MCB Treasury

AB acts as the Group’s internal bank by extending secured loans to the Subsidiaries and, under certain circumstances, new

additional operating members of the Group.

Credit Extension

The Group has detailed procedures covering each step of the credit extension process in order to ensure accuracy, manage

credit risk and minimise the possibility of fraud while seeking to maximise customer satisfaction. The Group’s credit

14

extension process is rigorous yet to a significant extent automated to reduce operating costs and minimise human error. The

process is supported by MCB’s technology systems which allow customers to apply online, facilitates communications with

customers, and allow the Group to manage the customer identification and credit verification parts of the process.

Customer care representatives are available by email and telephone for support and to answer questions. A significant

amount of work has been invested into developing the Group’s processes, with the overall target to have a robust credit

extension process, yet being flexible and transparent for the Group’s customers. MCB continuously monitors the credit

extension and repayment performance of extended loans and can as a consequence fine tune its product offering.

Credit repayment and collection

The Group has established procedures to monitor and manage the repayment process. Invoices or payment plans are sent

to customers before the repayment date. If repayment is not received by the due date, MCB initiates a reminder process

which is tailored to the requirements of each market and in these circumstances the customers are liable for additional

charges. The Group’s policy is, where possible, to co-operate with customers who face difficulties repaying their loans.

Overdue receivables are transferred to the Group’s collection partners. MCB works with reputable and well established credit

collection agencies in each market to ensure the prompt repayment of as many loans as possible and management of loans

in arrears. The Group approves and monitors correspondence between the credit collection agencies and the customers to

ensure a consistent approach. If the collection process is unsuccessful MCB may seek to recover its receivable through a

court ordered collection process. Non-performing loans may be sold to third parties.

Customer relationship management

MCB maintain an on-going relationship with its customers to maximise repeat business and reduce customer acquisition

costs. Customers who have repaid a loan on time may qualify for larger and longer term loan options. In addition, the

Group’s customer relationship management system allows MCB Finance to monitor the track-record of its customers which

acts as an additional control for credit extension.

Geographical segments

MCB offer short-term loans to private individuals in Finland, Estonia, Latvia, Lithuania (“Established Markets”) and Australia.

Lithuania is the largest contributor to the Group’s revenues as well as loan principal issued while Finland is the second

largest.

Loan principal issued (Established Markets), 2012 Revenue distribution (Established Markets), 2012

Legal structure

The Issuer is the parent company of the Group. The Issuer directly owns one Subsidiary, MCB Finance AS, which in turn

owns the Group’s operating Subsidiaries as well as the treasury company MCB Treasury. Since the Group’s operations are

carried out in the Subsidiaries, the Issuer is dependent on the financial performance of its Subsidiaries for servicing its

financial obligations under the Bond.

34%

15%

37%

14%

Finland Estonia Lithuania Latvia

28%

21%33%

18%

Finland Estonia Lithuania Latvia

15

Share capital, shares and major shareholders

According to the Issuer’s current Articles of Association adopted on 29 May 2008, the share capital is GBP 3,000,000 divided

into 30,000,000 ordinary shares of GBP 0.10 each. As of the date of this Prospectus a total of 17,690,007 shares had been

issued and fully paid. Each share has one voting right and all shares have equal rights to the Issuer’s profits and assets.

The largest shareholders in the Issuer as of the date of the Prospectus are:

Shareholder Number of shares % of capital and votes

Mobile Credit Finland Oy 3,982,096 22.5%

IIU Nominees Limited 2,581,281 14.6%

Orient Equity Partners 2,129,504 12.1%

Boxtel Oy 1,805,974 10.2%

H. Nilert, private and through Birch Holding Limited 1,228,222 6.9%

P. Lorange 844,021 4.8%

Philippe Duleyrie 803,961 4.5%

Europanel AB 740,000 4.2%

Conils Ltd 681,577 3.9%

Hansa Eastern European Equity Fund 533,333 3.0%

Shareholders holding more than 3% 15,329,969 86.7%

Other 2,360,038 13.3%

Total 17,690,007 100.0%

The Issuer operates a share incentive plan, under which share options have been granted to directors and selected

employees. As of the date of this Prospectus, the Issuer has 2,213,562 options outstanding, not all of which are exercisable.

The options outstanding have a range of exercise price of GBP 0.41 to GBP 1.0 and have expiry periods ranging between 31

March 2013 and 30 June 2018.

MCB Finance Group plc

MCB Finance AS

100%100%

MCB Finance Estonia Ou

MCB Finance Finland Oy

MCB Finance Latvia SIA

MCB Finance Lithuania UAB

MCB Treasury AB

100%100%100%

100%

MCB Finance Australia Pty Ltd

100%

16

Board of Directors

Name Position Selected other assignment(s)

Dr Anton Mayr

Non-Executive Chairman

Founder and Managing Director of Stratos Ventures Inc., a venture development company focused on environmental technologies.

Philippe Duleyrie

Non-Executive Director

Over 15 years’ experience in financial services for the under-banked. Senior Advisor at the Rye Group LLC, a strategic advisory firm in global money transfer, electronic payments and pre-paid card.

Rami Ryhänen

Chief Executive Officer

CEO since inception in 2005. Previously CEO of Jippii Mobile Entertainment Oy (sold to iTouch Plc), CEO Small Planet Limited, Customer Relationship Director of Sonera Oyj. MBA from the Institute for International Management Centers.

Paul Aylieff Chief Financial Officer

CFO since 2012. Previously with RBS and Bank of America Merill Lynch (Head of EMEA Corporate Banking). Paul holds an M.A. in Economics from Cambridge University and an M.Sc. in Accounting and Finance from the London School of Economics.

Henry Nilert Head of Corporate Development

Previously CFO between 2006 and 2012 and Head of Corporate Development since 2012. Previously at Crystal Capital Partners LLP (private equity), Co-founder and COO of iobox (wireless software, sold to Telefonica), investment banking (CSFB, Evli). BA in Political Sciences from Dartmouth College.

Senior Management

Name Position Born Employed since

Rami Ryhänen Chief Executive Officer 1967 2005

Paul Aylieff Chief Financial Officer 1964 2012

Henry Nilert Head of Corporate Development 1971 2006

The office address of the Board of Directors and the Senior Management is the registered office of the Issuer (please refer to

the “Addresses” section below).

Auditors

Senior statutory auditor Rüdiger Lang is appointed ordinary auditor for the Issuer. Rüdiger Lang is a German certified

Chartered Accountant and a member of the Institute of Chartered Accountants in England and Wales.

Mazars LLP

Tower Bridge House

St Katharine’s Way

London

E1W 1DD

United Kingdom

Tel: +44 20 7063 4000

Web page: www.mazars.co.uk

Mazars LLP has been engaged as the responsible auditing firm since the inception of the Issuer.

Costs associated with the admission to trading of the Notes

ABGSC acted as financial advisor and Issuing agent to the Issuers in conjunction with the issue of the Notes. For these

services ABGSC received remuneration. ABGSC receives no additional remuneration for assisting the Company in

conjunction with the admission to trading of the Notes. The Issuer estimates that the aggregated cost for the admission to

trading amounts to SEK 200,000. This includes, among others, consultant fees, costs for approval of the Prospectus by the

SFSA and fees to Nasdaq OMX Stockholm.

17

Trend information

There has been no material adverse changes in the prospects of the Issuer since the date of its last audited financial

statements.

Significant changes

No significant negative changes of the Issuer’s prospects, financial position or market position have occurred since the date

of its last audited financial statements.

No significant changes in the Issuer’s financial position or market position have occurred between the publication of the

audited annual report for 2012 and the completion of this Prospectus.

Litigation

The Group is not currently, and has not within the last twelve months been, subject to any material court or administrative

proceedings which could have a significant effect on the Group’s financial position or profitability. Neither the Issuer nor the

Group is aware of any legal proceedings or arbitration proceedings that could arise and which could have a significant effect

on the Issuer’s or the Group’s financial position or profitability.

Material agreements

On 7 March 2012 the Subsidiary MCB Treasury issued SEK 200 million asset backed fixed rate notes at a fixed interest rate

of 13% per annum, also referred to herein as the Senior Debt. On 7 July 2012, MCB Treasury issued an additional SEK 60m

of Senior Debt. On 7 May 2013, MCB Treasury resolved to issue an additional SEK 86m and EUR 0.5m of Senior Debt. In

total, MCB Treasury can issue up to SEK 500m in Senior Debt The purpose of the issuance was to finance the operations of

the Group and in particular to finance the extension of consumer loans by the Subsidiaries and possibly, under certain

circumstances, new additional operating companies of the Group. The issue proceeds was used to extend intra-group loans

to certain Subsidiaries. The final redemption date for the Senior Debt is 7 March 2015. A substantial part of the Group’s

assets are encumbered as a result of securing the Senior Debt.

The obligations of MCB Treasury under its notes are directly secured by way of pledges over the Issuer’s bank accounts,

MCB Treasury’s rights under certain currency loans made to Swedbank AB (publ) for deposit purposes as well as by way of

a third party pledge of the shares in MCB Treasury granted by MCB Finance AS. In addition, the obligations of MCB

Treasury under its notes are secured by an unconditional and irrevocable guarantee issued by the Issuer. The guarantee is a

continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under the transaction documents

to which it is a party.

The obligations of each Subsidiary under the relevant intra-group loan are secured by way of a pledge over the consumer

loans granted by that Subsidiary and by way of a pledge over that Subsidiary’s bank accounts (or rights to such bank

accounts) to which payments of interest and principal under the consumer loans are paid.

Subject to certain qualifications, MCB Treasury may issue further notes under the Senior Debt up to a total amount of

SEK 500 million.

Conflicts of interest

To the Issuer’s knowledge, none of the members of the Board of Directors or the Senior Management of the Issuer has a

private interest that may be in conflict with the interests of the Group or the Issuer. ABGSC employees may from time to time

own Notes and/or shares in the Issuer.

Although MCB Finance is not currently aware of any conflicts of interest, it cannot be excluded that conflicts of interest may

come to arise between companies in which members of the Board of Directors and members of the senior management

have duties, as described above.

Documents available for inspection

Copies of the following documents can be obtained from the Issuer in paper format during the validity period of the

Prospectus at the Issuer’s office.

18

The memorandum and articles of association of the Issuer

All documents which – by reference – are a part of the Prospectus

Documents incorporated by reference

In this Prospectus the following documents are incorporated by reference. The documents have been made public and have

been handed in to the SFSA.

Reference Document

Non-audited financial information regarding the Group’s business, Q1 2013

MCB Finance’s consolidated quarterly report for financial quarter ended 31 March 2013, page 11-20

Audited financial information regarding the Group’s business, 2012

MCB Finance’s consolidated annual report for financial year ended 31 December 2012, page 21-54

Auditor’s report for the financial year ended 31 December 2012

MCB Finance’s consolidated annual report for financial year ended 31 December 2012, page 19-20

Audited financial information regarding the Group’s business, 2011

MCB Finance’s consolidated annual report for financial year ended 31 December 2011, page 19-51

Auditor’s report for the financial year ended 31 December 2011

MCB Finance’s consolidated annual report for financial year ended 31 December 2011, page 17-18

Investors should read all information which is incorporated in the Prospectus by reference. The documents can be obtained

in paper format from the Issuer’s office.

19

Addresses

MCB Finance Group plc Waverly House 5 – 7 Noel Street W1F 8GQ United Kingdom Web page: info@mcbfinance.com E-mail: info@mcbfinance.com

ABG Sundal Collier AB Regeringsgatan 65 103 89 Stockholm Sweden Tel: +46 8 566 6286 00 Web page: www.abgsc.se

Mannheimer Swartling Advokatbyrå AB Norrlandsgatan 21 Box 1711 111 87 Stockholm Sweden Tel: +46 8 595 060 00 Web page: www.mannheimerswartling.se

Euroclear Sweden AB P.O. Box 7822 103 97 Stockholm Sweden Tel: +46 8 402 90 00 Web page: www.euroclear.se

CorpNordic Sweden AB P.O. Box 16285 103 25 Stockholm Sweden Tel: +46 8 402 72 00 Web page: http://www.corpnordic.com

20

Terms and Conditions for the Notes

TERMS AND CONDITIONS FOR

MCB FINANCE GROUP PLC

UP TO SEK 100,000,000

SUBORDINATED FIXED RATE SEK NOTES

ISIN: SE0005100567

SUBORDINATED FIXED RATE EUR NOTES

ISIN: SE0005100575

The distribution of this document and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into

whose possession this document comes are required by the Issuer to inform themselves about, and to observe, such

restrictions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, or any state securities laws, and

are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered,

directly or indirectly, within the United States of America or to, or for the account or benefit of, U.S. persons.

21

TABLE OF CONTENTS

1. DEFINITIONS AND CONSTRUCTION ........................................................................................................................... 22

2. STATUS OF THE NOTES AND UNDERTAKING TO MAKE PAYMENTS ..................................................................... 25

3. USE OF PROCEEDS ...................................................................................................................................................... 26

4. NOTES IN BOOK-ENTRY FORM ................................................................................................................................... 26

5. INTEREST ....................................................................................................................................................................... 26

6. PAYMENT OF INTEREST AND REPAYMENT OF PRINCIPAL..................................................................................... 26

7. DEFAULT INTEREST ..................................................................................................................................................... 27

8. APPOINTMENT AND DUTIES OF THE AGENT ............................................................................................................ 27

9. REDEMPTION OF THE NOTES ..................................................................................................................................... 29

10. INFORMATION UNDERTAKINGS ............................................................................................................................ 30

11. GENERAL UNDERTAKINGS .................................................................................................................................... 30

12. ACCELERATION OF THE NOTES ........................................................................................................................... 31

13. DISTRIBUTION OF PROCEEDS .............................................................................................................................. 32

14. CALCULATION OF VOTING RIGHT PERCENTAGE ............................................................................................... 32

15. DECISIONS BY NOTEHOLDERS ............................................................................................................................. 33

16. NOTEHOLDERS’ MEETING ..................................................................................................................................... 34

17. WRITTEN PROCEDURE ........................................................................................................................................... 35

18. REPLACEMENT OF THE AGENT ............................................................................................................................ 35

19. REPLACEMENT OF THE ISSUING AGENT ............................................................................................................. 36

20. AMENDMENTS BY THE AGENT TO THE TRANSACTION DOCUMENTS ............................................................. 36

21. NO PETITION ............................................................................................................................................................ 37

22. MISCELLANEOUS .................................................................................................................................................... 37

23. NOTICES ................................................................................................................................................................... 37

24. FORCE MAJEURE AND LIMITATION OF LIABILITY ............................................................................................... 38

25. GOVERNING LAW AND JURISDICTION ................................................................................................................. 38

22

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

1. DEFINITIONS AND CONSTRUCTION

1.1 In these terms and conditions (the “Ts&Cs”):

“Account Operator” means a bank or other party duly authorised to operate as an account operator pursuant to the Financial Instruments Accounts Act and through which a Noteholder has opened a VP Account in respect of its Notes.

“Accounting Principles” means international accounting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time).

“Agency Agreement” means the agency agreement entered into on or about the Initial Issue Date between the Issuer and the Agent, or any replacement agency agreement entered into after the Initial Issue Date between the Issuer and a new Agent.

“Agent” means CorpNordic Sweden AB, Swedish Reg. No. 556625-5476, Box 16285, 103 25 Stockholm, Sweden, Fax: +46 8 402 72 99, email: trustee@corpnordic.com, or another party replacing it, as Agent, in accordance with the Transaction Documents.

“Available Note Amount” means SEK 100,000,000 minus the Base Currency Note Amount of all issued Notes.

“Base Currency Note Amount” means (i) in relation to a SEK Note, the Nominal Amount of such SEK Note, and (ii) in relation to a EUR Note, the Nominal Amount of such EUR Note converted into Swedish Kronor using the rate of exchange for Euro against Swedish Kronor as published by the Swedish Central Bank (Riksbanken) on its web site (www.riksbank.se) five (5) Business Days before the date when the EUR Note was issued.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Stockholm, Sweden.

“CSD” means the Issuer’s central securities depository and registrar in respect of the Notes, from time to time, initially Euroclear Sweden AB. Swedish Reg. No. 556112-8074, Box 191, 101 23 Stockholm, Sweden.

“Equity” means the restricted and unrestricted consolidated equity of the Issuer determined in accordance with the Accounting Principles.

“Equity Equivalent Debt” means indebtedness of the Issuer which is fully subordinated to all present and future claims of any present and future creditor of the Issuer including, but not limited to any present and future claim of creditors of Senior Debt under the Guarantee, and that is documented in a subordination agreement (the “Subordination Agreement”), and that such Subordination Agreement contains subordination provisions to the effect that the lenders of any Equity Equivalent Debt may not for as long as the Notes remain outstanding:

(a) demand or receive payment, prepayment or repayment of, or accept discharge by way of set-off, of any principal of the Equity Equivalent Debt;

(b) demand or receive, or accept discharge by way of set-off, any interest on the Equity Equivalent Debt after the occurrence of an event of default pursuant to the terms and conditions of the Senior Debt;

(c) receive or permit to subsist, any Security or other encumbrance, or receive or allow to subsist any financial support, for any Equity Equivalent Debt;

(d) assign, transfer or otherwise dispose of any Equity Equivalent Debt to a third party unless such third party enters into a Subordination Agreement; or

23

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

(e) commence any proceedings against the Issuer or any member of the Group in respect of any Equity Equivalent Debt, including applying for enforcement of any amount outstanding or for liquidation or bankruptcy.

“EUR” and “Euro” means the lawful currency of the participating member states of the European Union adopted in accordance with the Treaty establishing the European Communities, as amended by the Treaty on European Union.

“EUR Notes” means the EUR denominated Notes being subject to these Ts&Cs, with ISIN SE0005100575.

“Event of Default” means an event or circumstance specified in Clause 12.1.

“Final Redemption Date” means the Redemption Date, or such earlier or later day on which the Notes are repaid in full.

“Financial Indebtedness” means any indebtedness for or in respect of (i) moneys borrowed, (ii) any amount of any liability in respect of any hire, purchase or leasing which, in accordance with the Accounting Principles, would be treated as a finance or capital lease, (iii) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis), (iv) any derivative transaction (however when calculating the value of any derivative transaction, only the market to market value shall be taken into account) other than any derivative transaction entered into by the Issuer for protection against foreign exchange exposure or for interest rate conversion (unless for speculative purposes), (v) any counter-indemnity obligation in respect of any guarantee, letters of credit or any other instrument issued by a bank or a financial institution, (vi) other transactions, including but not limited to futures, that have the commercial effect of a borrowing and (vii) any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (vi) above.

“Financial Instruments Accounts Act” means the Swedish Financial Instruments Accounts Act (lag (1998:1479) om kontoföring av finansiella instrument).

“Group” means the Issuer and its direct and indirect subsidiaries from time to time.

“Guarantee” means the deed of guarantee entered into on 8 March 2012, pursuant to which the Issuer guarantees all obligations of MCB Treasury AB (publ) under the transaction documents governing the Senior Debt.

“Interest Rate” means the interest rate per annum that is equal to (i) from (but excluding) the Initial Issue Date up to (and including) the Redemption Date, a fixed interest rate of 18 per cent, and (ii) from (but excluding) the Redemption Date up to (and including) the Final Redemption Date (if such date falls after the Redemption Date), a fixed interest rate of 20 per cent.

“Initial Issue Date” means 19 March 2013.

“Initial Notes” means the Notes issued on the Initial Issue Date.

“Interest” means the interest on the Notes calculated in accordance with Clause 5 (Interest).

“Interest Payment Date” means each of 19 March, 19 June, 19 September and 19 December or, to the extent such day is not a Business Day, the immediately following Business Day. The first Interest Payment Date shall be 19 June 2013 and the last Interest Payment Date for the Notes shall be the Final Redemption Date.

“Interest Period” means:

24

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

(a) in respect of the first Interest Period, the period from (but excluding) the Initial Issue Date to (and including) the first Interest Payment Date, and

(b) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and including) the next succeeding Interest Payment Date (or a shorter period if relevant).

“Issuer” means MCB Finance Group plc, a public limited liability company incorporated under the laws of England and Wales with Reg. No. 06032184, 101 Wigmore Street, London, UK, W1U 1 QU.

“Issuing Agent” means ABG Sundal Collier Norge ASA, Postboks 1444 Vika, Oslo, Fax: +47 2201 60 60, or another party replacing it, as Issuing Agent, in accordance with the Transaction Documents.

“Nominal Amount” has the meaning set forth in Clause 2.1.

“Notes” means the debt instruments (skuldförbindelse) of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which is governed by and issued under these Ts&Cs.

“Noteholder” means a person who is registered on a VP Account as holder of a Note or otherwise entitled to receive payment in respect of a Note. In respect of Notes registered with authorised nominees (förvaltare) in accordance with the Financial Instruments Accounts Act, the authorised nominee shall be deemed to be the Noteholder for the purpose of applying these Ts&Cs.

“Noteholders’ Meeting” has the meaning set forth in Clause 16 (Noteholders’ Meeting).

“Record Date” means the fifth (5) Business Day prior to a relevant date.

“Redemption Date” means the date on which the Notes are to be repaid in full in accordance with Clause 9 (Redemption of the Notes).

“Regulated Market” means a regulated market (reglerad marknad) (as defined in the Securities Market Act (lag (2007:528) om värdepappersmarknaden)).

“Relevant Party” has the meaning set forth in Clause 24.1.

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

“SEK Notes” means the SEK denominated Notes being subject to these Ts&Cs, with ISIN SE0005100567.

“Senior Debt” means the debt securities issued pursuant to the terms and conditions of MCB Treasury AB (publ) asset backed fixed rate notes with ISIN SE0004489672 and SE0004950350.

“Swedish Kronor” and “SEK” means the lawful currency of Sweden.

“Subordination Agreement” has meaning set forth in the definition of Equity Equivalent Debt.

“Subsequent Notes” means Notes issued after the Initial Issue Date (which may be EUR Notes or SEK Notes), at one or several occasions.

“Tax Event” means tax deductions required by law to be made by the Issuer due to the Notes not being listed on a Regulated Market.

“Total Note Voting Amount” means an amount in Swedish Kronor being the aggregate of (i) the Nominal Amount of all outstanding SEK Notes, and (ii) the Nominal Amount of all outstanding EUR Notes converted into a SEK amount using the rate of exchange for Euro against Swedish Kronor as

25

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

published by the Swedish Central Bank (Riksbanken) on its web site (www.riksbank.se) on the Voting Right Reference Date, excluding any Notes held by the Issuer or a member of the Group.

“Transaction Documents” means these Ts&Cs and the Agency Agreement and any other document designated by the Issuer and the Agent (on behalf of itself and the Noteholders) as a Transaction Document.

“Voting Right Reference Date” means the date falling five (5) Business Days prior to the date when it is needed to ascertain whether a certain percentage has been reached when establishing quorum or when the Noteholders approving, consenting or agreeing to any matter under these Ts&Cs.

“VP Account” means a securities account (account for shares and other securities (avstämningskonto)) according to the Financial Instruments Accounts Act in which each Noteholder’s holding of Notes is registered, or such other securities account in a similar dematerialised system in which the Notes may be registered from time to time.

“Written Procedure” has the meaning set forth in Clause 17 (Written Procedure).

1.2 Unless a contrary indication appears, any reference in these Ts&Cs to:

(a) “assets” includes present and future properties, revenues and rights of every description;

(b) any agreement or instrument is a reference to that agreement or instrument as replaced, supplemented, amended, novated or varied from time to time;

(c) a “regulation” includes any regulation, rule or official directive (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(d) a provision of law is a reference to that provision as amended or re-enacted; and

(e) a time of day is a reference to Stockholm time unless otherwise indicated or the context otherwise requires.

2. STATUS OF THE NOTES AND UNDERTAKING TO MAKE PAYMENTS

2.1 The nominal amount of each SEK Note is SEK 1,000,000 and the nominal amount of each EUR Note is EUR 100,000 (the “Nominal Amount”).

2.2 All Initial Notes are issued on a fully paid basis at an issue price of 100 per cent of the Nominal Amount.

2.3 The Issuer may, at one or several occasions, issue Subsequent Notes in the form of:

(a) SEK Notes, or

(b) EUR Notes

provided that the Base Currency Note Amount of such Subsequent Notes, when issued in aggregate is less or equal to the then Available Note Amount.

2.4 Subsequent Notes shall be issued subject to the Ts&Cs, including, for the avoidance of doubt, the Interest Rate and the Nominal Amount. Subsequent Notes may be issued at a discount or at a higher price than the Nominal Amount.

2.5 The Notes constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among them.

26

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

2.6 The Notes constitute Equity Equivalent Debt and are fully subordinated to all present and future claims of any present and future creditor of the Issuer, including, but not limited to, any present or future claim pursuant to the Guarantee. A Noteholder may not for as long as any Senior Debt remain outstanding:

(a) demand or receive payment, prepayment or repayment of, or accept discharge by way of set-off, of any principal of the Notes;

(b) demand or receive, or accept discharge by way of set-off, any interest on the Notes after the occurrence of an event of default pursuant to the terms and conditions of the Senior Debt;

(c) receive or permit to subsist, any Security or other encumbrance, or receive or allow to subsist any financial support, for the Notes; or

(d) commence any proceedings against the Issuer or any member of the Group in respect of any Notes, including applying for enforcement of any amount outstanding or for liquidation or bankruptcy.

2.7 Each Note is constituted by these Ts&Cs.

3. USE OF PROCEEDS

The Issuer shall use proceeds from the issue of Notes for general corporate purposes.

4. NOTES IN BOOK-ENTRY FORM

4.1 The Notes will be registered on behalf of the Noteholders on a VP-Account and no physical notes will be issued. Accordingly, the Notes will be registered in accordance with the Financial Instruments Accounts Act. Registration requests relating to the Notes shall be directed to an Account Operator. Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (Föräldrabalken), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Note shall be required to register their entitlement to receive payment in accordance with the Financial Instruments Accounts Act.

4.2 The Issuer shall be entitled to obtain information from the debt register (skuldbok) kept by the CSD in respect of the Notes. At the request of the Issuing Agent or the Agent, the Issuer shall request and provide such information to the Issuing Agent or the Agent.

5. INTEREST

5.1 The Initial Notes carry Interest from (but excluding) the Initial Issue Date up to (and including) the Final Redemption Date. Any Subsequent Notes carry Interest from (but excluding) the Interest Payment Date falling immediately prior to their issuance up to (and including) the Final Redemption Date. Interest accrues during an Interest Period.

5.2 The Notes will carry interest at the Interest Rate.

5.3 Interest for an Interest Period with respect to each Note is calculated on the day-count convention 30/360.

6. PAYMENT OF INTEREST AND REPAYMENT OF PRINCIPAL

6.1 Subject to and in accordance with Clause 13 (Distribution of proceeds) payment of Interest in respect of the Notes shall be made to the Noteholders on each Interest Payment Date for the preceding Interest Period.

27

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

6.2 Any payment or repayment due under the Notes shall be made to such person who is registered as a Noteholder on a VP Account on the Record Date prior to an Interest Payment Date or other relevant due date.

6.3 If a Noteholder has registered, through an Account Operator, that principal and interest shall be deposited in a certain bank account, such deposits will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Noteholder at the address registered with the CSD on the Record Date. However, Interest only accrues up to and including the relevant payment date. Should the CSD, due to a delay on behalf of the Issuer or some other obstacle, not be able to effect the payment of amounts according to the aforesaid, the CSD will pay such amount to the relevant Noteholder being registered as such on the Record Date as soon as possible after such obstacle has been removed. Payments of principal and interest pursuant to this Clause 6.3 will be effectuated by the Issuer (or the Issuing Agent or any other person appointed by the Issuer) following a Tax Event.

6.4 If a Tax Event occurs, the amount of the payment due to a Noteholder shall be increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required. If the Issuer determines in its absolute discretion that a tax credit is, or would be on the making of a valid application by the Noteholder, attributable to that tax payment in respect of a Noteholder, the Issuer shall be entitled to assume that the Noteholder completes any procedural or other formalities required in respect of such tax credit and shall pay an amount to such Noteholder which the Issuer determines will leave the Noteholder (after that payment) in the same after-tax position as the Noteholder would have been in, had the tax credit been received. The same applies to the extent the Noteholder has received, or upon making a valid application could have received, a repayment of taxes withheld under a relevant tax treaty.

6.5 If payment or repayment is effectuated in accordance with the above, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective if such payment was made to a person not entitled to receive such amount.

7. DEFAULT INTEREST

If the Issuer fails to pay any amount payable by it on its due date, default interest shall accrue on the overdue amount from the due date up to the date of actual payment at a rate which is two (2) per cent higher than the Interest Rate.

8. APPOINTMENT AND DUTIES OF THE AGENT

8.1 Appointment of Agent

8.1.1 By subscribing for Notes, each initial Noteholder appoints the Agent to act as its agent in all matters relating to the Notes and the Transaction Documents, and authorises the Agent to act on its behalf (without first having to obtain its consent, unless such consent is specifically required by these Ts&Cs) in any legal or arbitration proceedings relating to the Notes held by such Noteholder. By acquiring Notes, each subsequent Noteholder confirms such appointment and authorisation for the Agent to act on its behalf.

8.1.2 Each Noteholder shall immediately upon request provide the Agent with any such documents, including a written power of attorney (in form and substance satisfactory to the Agent), that the Agent deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Transaction Documents. The Agent is under no obligation to represent a Noteholder which does not comply with such request.

8.1.3 The Issuer shall promptly upon request provide the Agent with any documents and other assistance (in form and substance satisfactory to the Agent), that the Agent deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Transaction Documents.

28

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

8.1.4 The Agent is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Transaction Documents and the Agency Agreement and the Agent’s obligations as Agent under the Transaction Documents are conditioned upon the due payment of such fees and indemnifications.

8.1.5 For so long as any Note is outstanding, the Agent shall act with regard only to the interests of the Noteholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Transaction Documents.

8.2 Duties of the Agent

8.2.1 The Agent shall represent the Noteholders in accordance with the Transaction Documents. However, the Agent is not responsible for the execution of enforceability of the Transaction Documents.

8.2.2 When acting in accordance with the Transaction Documents, the Agent is always acting with binding effect on behalf of the Noteholders.

8.2.3 The Agent shall carry out its duties under the Transaction Documents in a reasonable, proficient and professional manner, with reasonable care and skill. The Agent is entitled to delegate its duties to other professional parties, but the Agent shall remain liable for the actions of such parties under the Transaction Documents.

8.2.4 When acting pursuant to the Transaction Documents, the Agent shall act with regard only to the interests of the Noteholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Transaction Documents.

8.2.5 The Agent is entitled to engage external experts when carrying out its duties under the Transaction Documents. The Issuer shall on demand by the Agent pay all costs for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event which the Agent reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer which the Agent reasonably believes may be detrimental to the interests of the Noteholders under the Transaction Documents. Any compensation for damages or other recoveries received by the Agent from external experts engaged by it for the purpose of carrying out its duties under the Transaction Documents shall be distributed in accordance with Clause 13 (Distribution of proceeds).

8.2.6 Notwithstanding any other provision of the Transaction Documents to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation.

8.2.7 If in the Agent’s reasonable opinion the cost, loss or liability which it may incur (including reasonable fees to the Agent) in complying with instructions of the Noteholders, or taking any action at its own initiative, will not be covered by the Issuer, the Agent may refrain from acting in accordance with such instructions, or taking such action, until it has received such indemnities (or adequate Security has been provided therefore) as it may reasonably require.

8.3 Limited liability for the Agent

8.3.1 The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Transaction Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss, except in cases of gross negligence or wilful misconduct.

8.3.2 The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with

29

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to delay the action in order to first obtain instructions from the Noteholders.

8.3.3 The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Transaction Documents to be paid by the Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose, provided that the Agent when doing so acts in a reasonable, proficient and professional manner.

8.3.4 The Agent shall have no liability to the Noteholders for damage caused by the Agent acting in accordance with instructions of the Noteholders given in accordance with Clause 15 (Decisions by Noteholders).

8.3.5 Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Transaction Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders under the Transaction Documents.

9. REDEMPTION OF THE NOTES

9.1 Redemption at maturity

9.1.1 The Issuer shall redeem all, but not some only, outstanding Notes in full on 19 March 2015 (the “Redemption Date”) at an amount equal to the Nominal Amount of each Note together with accrued but unpaid Interest. If the Redemption Date is not a Business Day, then the redemption shall occur on the next Business Day.

9.1.2 The Issuer may refrain from repaying the Notes on the Redemption Date and repay the Notes in full on any Interest Payment Date falling after the Redemption Date but no later than on the Interest Payment Date falling one year after the Redemption Date.

9.2 Redemption due to a Tax Event

If a Tax Event has occurred, and (i) provided that no amounts under the Senior Debt is outstanding or, (ii) following the consent from creditors pursuant to the terms and conditions of the Senior Debt, the Issuer may repay all but not some only outstanding Notes in full at an amount equal to 100% of the Nominal Amount of each Note.

9.3 Early redemption due to illegality

Provided that (i) no amounts under the Senior Debt is outstanding or, (ii) following the consent from creditors pursuant to the terms and conditions of the Senior Debt, the Issuer may repay all outstanding Notes in full on a date determined by the Issuer if it is or becomes unlawful for the Issuer to perform its obligations under the Transaction Documents.

9.4 Notice of redemption

Redemption in accordance with Clauses 9.2 (Redemption due to a Tax Event) to 9.3 (Early redemption due to illegality) above shall be made by giving not more than 60 nor less than 30 Business Days’ notice to the Noteholders and the Agent in accordance with Clause 23 (Notices). Any such notice is irrevocable and, upon expiry of such notice, the Issuer is bound to redeem the Notes at the applicable amounts specified above.

30

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

10. INFORMATION UNDERTAKINGS

10.1 Once a listing has occurred in accordance with Clause 11(e), the Issuer will provide information in accordance with the requirements under the Swedish Securities Markets Act (lag (2007:582) om värdepappersmarknaden) and the rules and regulations of the Regulated Market.

10.2 The Issuer will make the following information available to the Noteholders by way of press release and by publication on the website of the Group (www.mcbfinance.com):

(a) as soon as the same become available, but in any event within four (4) months after the end of each financial year, its audited consolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within two (2) months after the end of each quarter of its financial year, its unaudited quarterly consolidated financial statements and the year-end report (as applicable) for such period.

10.3 The Issuer is obliged to immediately notify the Agent (with full particulars) if any circumstance specified in Clause 12 (Acceleration of the Notes) occurs and shall provide the Agent with such further information as it may request following receipt of such notice. Should the Agent not receive such information, the Agent is entitled to assume that no such circumstance exists or can be expected to occur provided that the Agent does not have actual knowledge of such circumstance.

11. GENERAL UNDERTAKINGS

The Issuer shall, as long as the Notes remain outstanding:

(a) Business: ensure that no substantial change is made to the general nature of the business of the Group from that carried on at the Initial Issue Date;

(b) Compliance: comply with the terms of the Transaction Documents to which it is a party and all applicable laws and regulations;

(c) Books and records: ensure that the books and records of the Issuer will be maintained in accordance with law and the Accounting Principles;

(d) Financial Indebtedness: not incur any Financial Indebtedness except for:

(i) where a member of the Group is lending to the Issuer;

(ii) arising in the ordinary course of business with suppliers of goods or services with a maximum duration of 90 days; and

(iii) any Financial Indebtedness not permitted by paragraphs (i) to (ii) above, provided that the aggregate amount of such indebtedness does not exceed EUR 100,000 (or the equivalent in any other currency); and

(e) Listing: use its best efforts to ensure that each loan constituted by these Ts&Cs is listed on the Regulated Market of NASDAQ OMX Stockholm no later than on the first Interest Payment Date after the issuance of such issued loan, and remain so listed or, if such listing is not possible to obtain or maintain, on another Regulated Market. The Issuer shall, following a listing, take all actions on its part to maintain the listing of the Notes.

31

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

12. ACCELERATION OF THE NOTES

12.1 The Agent is entitled to, on behalf of the Noteholders, declare all, but not only some, of the Notes due for payment immediately or at such later date as the Agent determines by notice to the Issuer, if (each an “Event of Default”):

(a) the Issuer does not pay on the due date any amount payable by it under the Notes, unless the non-payment:

(i) is caused by technical or administrative error; and

(ii) is remedied within five (5) Business Days from the due date;

(b) the Issuer does not comply with any other contractual obligations applicable to it under the Transaction Documents (other than those terms referred to in paragraph (a)), unless the non-compliance:

(i) is capable of remedy; and

(ii) is remedied within thirty (30) days of the earlier of the Agent giving notice and the Issuer becoming aware of the non-compliance;

(c) any Transaction Documents becomes invalid, ineffective or varied, and such invalidity, ineffectiveness or variation has a detrimental effect (directly or indirectly) on the interests of the Noteholders;

(d) (i) the Issuer is unable or admits inability to pay its debts as they fall due, suspends making payments on its debts or, by reason of actual financial difficulties, commences negotiations with its creditors (not being the Noteholders) with a view to rescheduling any of its indebtedness, or (ii) a moratorium is declared in respect of any indebtedness of the Issuer;

(e) the ratio of the Issuer’s Equity and the principal amount of its Equity Equivalent Debt (in aggregate) to the Group’s total assets becomes at any time less than 25%;

(f) the Issuer makes a dividend payment to its shareholders in an amount exceeding 50% of the consolidated net profits of the Group for the preceding year;

(g) any person or group of persons acting in concert, directly or indirectly, takes control over more than 50% of the share capital or the voting rights in the Issuer;

(h) any Financial Indebtedness exceeding SEK 5,000,000 in equivalent currency of the Issuer or a member of the Group is not paid when due nor within any originally applicable grace period, or is declared to be, otherwise becomes, or is capable of being declared to be, due and payable prior to its specified maturity as a result of an event of default (however described); and

(i) the Issuer merges or consolidates with any other person where the Issuer is not the surviving entity.

12.2 Upon having received actual knowledge of an Event of Default, the Agent shall notify the Noteholders thereof and consider whether it shall accelerate the Notes (without having to obtain the Noteholders’ prior consent) by notice to the Issuer, on a date determined by the Agent. The Agent shall, within ten (10) Business Days of the date on which the Agent received actual knowledge of that an Event of Default has occurred, decide if the Notes shall be so accelerated. If the Agent decides not to accelerate the Notes, the Agent shall promptly obtain the instructions of the Noteholders in accordance with Clause 15 (Decisions by Noteholders). If the Noteholders instruct the Agent to accelerate the Notes, the Agent shall promptly declare the Notes due and payable.

32

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

However, if in the Agent’s reasonable opinion the cost, loss or liability which it may incur in complying with such instructions will not be covered by an expected distribution of proceeds in accordance with Clause 13 (Distribution of proceeds), the Agent may refrain from acting in accordance with such instructions until it has received such indemnities (or adequate Security has been provided therefore) as it may reasonably require.

12.3 If the right to accelerate the Notes is based upon a decision of a court of law or a government authority, it is not necessary that the decision has acquired legal force or that the period of appeal has expired in order for cause of acceleration to be deemed to exist.

12.4 Subject to the provisions of Clause 2.6, if the Noteholders instruct the Agent to accelerate the Notes, the Agent shall promptly declare the Notes due and payable and take such actions as may, in the opinion of the Agent, be necessary or desirable to enforce the rights of the Noteholders under the Transaction Documents.

12.5 In the event of an acceleration in accordance with this Clause 12 (Acceleration of the Notes), the Issuer shall redeem the Notes with an amount equal to the principal amount outstanding under the Notes together with accrued but unpaid Interest.

13. DISTRIBUTION OF PROCEEDS

13.1 All payments by the Issuer relating to the Notes following an acceleration of the Notes in accordance with Clause 12 (Acceleration of the Notes) shall be distributed in the following order of priority, in accordance with the instructions of the Agent:

(a) first, in or towards payment pro rata of (i) all unpaid fees, costs, expenses and indemnities payable by the Issuer to the Agent in accordance with the Agency Agreement, (ii) other costs, expenses and indemnities relating to the acceleration of the Notes, or the protection of the Noteholders’ rights as may have been reasonably incurred by the Agent, (iii) any costs incurred by the Agent for external experts in accordance with Clause 8.2.5 that have not been reimbursed by the Issuer, and (iv) any costs and expenses incurred by the Agent in relation to a Noteholders’ Meeting or Written Procedure that have not been reimbursed by the Issuer in accordance with Clause 15.12;

(b) secondly, in or towards payment pro rata of accrued but unpaid Interest under the Notes;

(c) thirdly, in or towards payment pro rata of any unpaid principal under the Notes; and

(d) fourthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Transaction Documents.

Any excess funds after the application of proceeds in accordance with paragraphs (a) to (d) above shall be paid to the Issuer.

13.2 If a Noteholder has paid any fees, costs, expenses or indemnities referred to in Clause 13.1(a), such Noteholder shall be entitled to reimbursement by way of a corresponding distribution in accordance with Clause 13.1(a).

13.3 Funds that the Agent receives (directly or indirectly) in connection with the acceleration of the Notes constitute escrow funds (redovisningsmedel) and must be held on a separate account on behalf of the Noteholders and the other interested parties. The Agent shall promptly arrange for payments of such funds to be made in accordance with this Clause 13.

14. CALCULATION OF VOTING RIGHT PERCENTAGE

14.1 Subject to Clause 14.2, each Noteholder has voting rights in any matter under these Ts&Cs, based on the Nominal Amount of each Note.

33

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

14.2 When assessing whether a certain percentage has been reached when establishing quorum or when the Noteholders are approving, consenting or agreeing to any matter under these Ts&Cs, the nominal amount of each EUR Note shall be converted into a SEK amount using the rate of exchange for Euro against Swedish Kronor as published by the Swedish Central Bank (Riksbanken) on its web site (www.riksbank.se) on the Voting Right Reference Date.

15. DECISIONS BY NOTEHOLDERS

15.1 A request by the Agent for a decision by the Noteholders on a matter relating to the Transaction Documents shall (at the option of the Agent) be dealt with at a Noteholders’ Meeting or by way of a Written Procedure.

15.2 Any request from the Issuer or a Noteholder (or Noteholders) representing at least ten (10) per cent. of the Total Note Voting Amount for a decision by the Noteholders on a matter relating to the Transaction Documents shall be directed to the Agent and dealt with at a Noteholders’ Meeting. If in the Agent’s opinion it is not materially detrimental to the interests of the Noteholders, the Agent may decide that the relevant matter shall be dealt with by way of a Written Procedure.

15.3 The Agent may refrain from convening a Noteholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Noteholders and such person has informed the Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.

15.4 Only a person who is, or who has been provided with a power of attorney from a person who is, a Noteholder:

(a) on the Record Date prior to the date of the Noteholders’ Meeting, in respect of a Noteholders’ Meeting, or

(b) on the Business Day specified in the communication pursuant to Clause 17.3, in respect of a Written Procedure,

may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such Written Procedure provided that the relevant Notes are included in the definition of Total Note Voting Amount.

15.5 The following matters shall require the consent of Noteholders representing at least 80 per cent. of the Total Note Voting Amount for which Noteholders are voting at a Noteholders’ Meeting or for which Noteholders are replying in a Written Procedure in accordance with the instructions given pursuant to Clause 17.3:

(a) a change to the terms of any of Clauses 2.1, 2.4 to 2.7 and 11(a);

(b) a change to the terms for the distribution of proceeds set out in Clause 13 (Distribution of proceeds);

(c) issue of Notes in excess of the Available Note Amount;

(d) a change to the terms dealing with the requirements for Noteholder consent set out in this Clause 15;

(e) an extension of the term of the Notes; and

(f) early redemption of the Notes, other than as permitted by these Ts&Cs;

15.6 Any matter not covered by Clause 15.5 shall require the consent of Noteholders representing more than 50 per cent. of the Total Note Voting Amount for which Noteholders voting at a Noteholders’

34

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

Meeting or for which Noteholders are replying in a Written Procedure in accordance with the instructions given pursuant to Clause 17.3. This includes, but is not limited to, any amendment to, or waiver of, the terms of any Transaction Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 20 (Amendments by the Agent to the Transaction Documents) and an acceleration of the Notes.

15.7 Any decision which extends or increases the obligations of the Issuer or the Agent, or limits or reduces the rights or benefits of the Issuer or the Agent, under the Transaction Documents shall be subject to the Issuer’s or the Agent’s consent, as appropriate.

15.8 A Noteholder holding more than one Note need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.

15.9 The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Noteholder for or as inducement to any consent under these Ts&Cs, unless such consideration is offered to all Noteholders that consent at the relevant Noteholders’ Meeeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.

15.10 A matter decided by a resolution passed at a duly convened and held Noteholders’ Meeting or by way of Written Procedure is binding on all Noteholders, irrespective of them being present or represented at the Noteholders’ Meeting or responding in the Written Procedure. The Noteholders that have adopted or voted against a resolution shall not be liable for any damages that this may cause other Noteholders.

15.11 Notwithstanding Clause 15.10, a decision which affects only the SEK Notes or the EUR Notes shall only require the consent of a sufficient majority of the holders of Notes of the affected series. A decision which gives or may give rise to a conflict of interest between the holders of the SEK Notes and the holders of the EUR Notes shall require the consent of a sufficient majority of the holders of Notes of each series.

15.12 All costs and expenses incurred by the Issuer or the Agent for the purpose of convening a Noteholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Agent, shall be paid by the Issuer.

15.13 If a decision shall be taken by the Noteholders on a matter relating to the Transaction Documents, the Issuer shall promptly at the request of the Agent provide the Agent with a certificate specifying the number of Notes held by members of the Group (as nominee or beneficial owner), irrespective of whether such person is registered as a Noteholder.

15.14 Minutes from a Noteholders’ Meeting and the result of a Written Procedure shall, promptly after the minutes have been finalised, be sent by notice to the Noteholders and published on the websites of the Group and the Agent, provided that a failure to do so shall not invalidate any decision made or voting result achieved.

16. NOTEHOLDERS’ MEETING

16.1 The Agent shall convene a Noteholders’ Meeting by sending a notice thereof to each Noteholder no later than ten (10) Business Days after receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons).

16.2 Should the Issuer want to replace the Agent, it may convene a Noteholders’ Meeting in accordance with Clause 16.1 with a copy to the Agent. After a request from the Noteholders pursuant to Clause 18.1.3, the Issuer shall no later than five (5) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Noteholders’ Meeting in accordance with Clause 16.1.

35

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

16.3 The notice pursuant to Clause 16.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Noteholders) and (iv) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Noteholders’ Meeting. Should prior notification by the Noteholders be required in order to attend the Noteholders’ Meeting, such requirement shall be included in the notice.

16.4 The Noteholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than twenty (20) Business Days from the notice.

16.5 Without amending or varying these Ts&Cs, the Agent may prescribe such further regulations regarding the convening and holding of a Noteholders’ Meeting as the Agent may deem appropriate.

16.6 Quorum at a Noteholders’ Meeting only exists if a Noteholder (or Noteholders) representing at least twenty (20) per cent. of the Total Note Voting Amount attend the meeting in person or by telephone conference (or appear through duly authorised representatives).

16.7 If a quorum does not exist at one Noteholders’ Meeting, the Agent or the Issuer shall convene a second Noteholders’ Meeting (in accordance with Clause 16.1). The quorum requirement in Clause 16.6 shall not apply to such second Noteholders’ Meeting.

17. WRITTEN PROCEDURE

17.1 The Agent shall instigate a Written Procedure no later than ten (10) Business Days after receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons) by sending a communication to each such person who is a Noteholder on the Record Date prior to the date on which the communication is sent.

17.2 Should the Issuer want to replace the Agent, it may send a communication in accordance with Clause 17.1 to each Noteholder with a copy to the Agent.

17.3 A communication pursuant to Clause 17.1 shall include (i) each request for a decision by the Noteholders, (ii) a description of the reasons for each request, (iii) a specification of the Business Day on which a person shall be registered as a Noteholder in order to be entitled to exercise voting rights, (iv) instructions and directions on where to receive a form for replying to the request (such form to include an option to vote yes or no for each request) as well as a form of power of attorney, and (v) the stipulated time period within which the Noteholder must reply to the request (such time period to be at least ten (10) Business Days calculated from the communication pursuant to Clause 17.1). If the voting shall be made electronically, instructions for such voting shall be included in the communication.

17.4 No quorum requirement shall apply in respect of decisions taken by way of a Written Procedure.

17.5 When the requisite majority consents of the Total Note Voting Amount pursuant to Clauses 15.5 or 15.6 have been received in a Written Procedure, the relevant decision shall be deemed to be adopted pursuant to Clause 15.5 or 15.6, as the case may be, even if the time period for replies in the Written Procedure has not yet expired.

18. REPLACEMENT OF THE AGENT

18.1.1 Subject to Clause 18.1.6, the Agent may resign by giving notice to the Issuer and the Noteholders, in which case the Noteholders shall appoint a successor Agent at a Noteholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent.

18.1.2 If the Agent is Insolvent, the Agent shall be deemed to have resigned as Agent with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. For the purpose of this Clause 18.1.2, “Insolvent” means that the Agent is deemed

36

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

to be insolvent, or admits inability to pay its debts as they fall due within the meaning of Chapter 2, Sections 7-9 of the Swedish Bankruptcy Act (konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with its creditors (other than the Noteholders) with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (lag (1996:764) om företagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation.

18.1.3 A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Total Note Voting Amount may, by notice to the Issuer, require that a Noteholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Noteholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Noteholders that the Agent be dismissed and a new Agent appointed.

18.1.4 If the Noteholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation effected or (ii) the Agent was dismissed through a decision by the Noteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances.

18.1.5 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Transaction Documents.

18.1.6 Except pursuant to Clause 18.1.2, the Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the Agent.

18.1.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Transaction Documents but shall remain entitled to the benefit of the Transaction Documents and remain liable under the Transaction Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders shall have the same rights and obligations amongst themselves under the Transaction Documents as they would have had if such successor had been the original Agent.

18.1.8 In the event that there is a change in the identity of the Agent in accordance with this Clause 18, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Transaction Documents and the Agency Agreement.

19. REPLACEMENT OF THE ISSUING AGENT

The Issuing Agent may retire from its assignment according to these Ts&Cs provided that the Issuer has approved that a business bank or securities institution approved by the CSD accedes as new Issuing Agent at the same time as the retiring Issuing Agent retires. If the Issuing Agent is subject to bankruptcy or financial re-organisation according to law or regulations from a supervising authority, the Issuer shall immediately appoint a new Issuing Agent which immediately shall replace the retiring Issuing Agent as issuing agent in accordance with these Ts&Cs.

20. AMENDMENTS BY THE AGENT TO THE TRANSACTION DOCUMENTS

20.1 The Issuer and the Agent (acting on behalf of the Noteholders) may agree to amend the Transaction Documents, provided that:

(a) such amendment does not adversely affect the interest of the Noteholders, or is made solely for the purpose of rectifying obvious errors and mistakes;

37

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

(b) such amendment is required by applicable law, a court ruling or a decision by a relevant authority; or

(c) such amendment has been duly approved by the Noteholders in accordance with Clause 15 (Decisions by Noteholders).

20.2 The Issuer shall promptly notify the Noteholders of any amendments made in accordance with Clause 21.1, setting out the date from which the amendments will be effective.

21. NO PETITION

21.1 A Noteholder may not take any steps whatsoever to recover any amount due or owing to it pursuant to the Transaction Documents, or procure the winding-up, bankruptcy, or liquidation of the Issuer or the making of an administration order in relation to the Issuer or the filing of documents with the court in relation to the Issuer or the service of a notice of intention to appoint an administrator in relation to the Issuer in respect of any of the liabilities of the Issuer whatsoever, other than to the extent expressly permitted under the Transaction Documents.

21.2 Clause 21.1 shall not apply if the Agent has been instructed by the Noteholders to take certain actions but fails for any reason to take, or is unable to take, such actions within a reasonable period of time and such failure or inability is continuing.

22. MISCELLANEOUS

22.1 Money Laundering

22.1.1 The Issuer is, and will continue to be, in compliance with any applicable money-laundering laws of the United Kingdom.

22.1.2 Notwithstanding any provision of these Ts&Cs to the contrary, the Issuer shall be authorised to take such action as it determines to be necessary or advisable for it to comply with the applicable anti-money-laundering and anti-terrorist laws of the United Kingdom.

22.2 Prescription

22.2.1 The right to receive repayment of the principal of the Notes shall be prescribed and become void ten (10) years from the Final Redemption Date. The right to receive payment of Interest (excluding capitalised interest) shall be prescribed and become void three (3) years from the relevant due date for payment. The Issuer is entitled to any funds set aside for payments in respect of which the Noteholders’ right to receive payment has been prescribed and has become void.

22.2.2 If such term of limitation periods are duly interrupted, in accordance with the Swedish Act on Limitations (Preskriptionslag 1981:130), a new limitation period of ten (10) years with respect to the right to receive repayment of the principal of the Notes, and of three (3) years with respect to receive payment of Interest (excluding capitalised interest) will commence, in both cases calculated from the date of interruption of the limitation period as such date is determined pursuant with the provisions of the Swedish Act on Limitations.

23. NOTICES

23.1 Any communication to be made to the Issuer or the Agent under or in connection with the Transaction Documents shall be given at the address, fax number or e-mail address set forth in Clause 1 (Definitions and interpretation) and to the Noteholders at their addresses as registered with the CSD, or any substitute addresses, fax numbers or e-mail addresses as either party may notify another by not less than five (5) Business Days’ notice.

38

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

23.2 Any communication or document made or delivered by one person to another under or in connection with these Ts&Cs will only be effective:

(d) if by way of fax, when received in legible form;

(e) if by way of e-mail, when received in readable form; or

(f) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details, if addressed to that department or officer.

23.3 Any notice received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

24. FORCE MAJEURE AND LIMITATION OF LIABILITY

24.1 The Issuer, the Agent, the Issuing Agent (each a “Relevant Party”) shall not be held responsible for any damage arising out of any legal enactment, or any measure taken by a public authority, or war, strike, lockout, boycott, blockade or any other similar circumstance. The reservation in respect of strikes, lockouts, boycotts and blockades applies even if a Relevant Party itself takes such measures, or is subject to such measures.

24.2 Damage that may arise for a Noteholder shall not be indemnified by a Relevant Party if it has observed normal care. A Relevant Party shall never be responsible for indirect damage with exception of gross negligence and wilful misconduct. For the Agent, Clause 8.3 (Limited liability for the Agent) shall apply instead of this Clause 24.2.

24.3 Should an obstacle described above arise which prevents a Relevant Party from taking any action required to comply with these Ts&Cs, such action may be postponed until the obstacle has been removed.

24.4 The provisions in this Clause 24 apply unless they are inconsistent with the provisions of the Financial Instruments Accounts Act which provisions shall take precedence.

25. GOVERNING LAW AND JURISDICTION

25.1 These Ts&Cs shall be governed by and construed in accordance with the laws of Sweden.

25.2 The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with these Ts&Cs (including a dispute regarding the existence, validity or termination of this Agreement). The City Court of Stockholm (Stockholms tingsrätt) shall be court of first instance.

25.3 Clause 25.2 is for the benefit of the Noteholders and the Agent only. As a result, the Noteholders and the Agent shall not be prevented from taking proceedings in any other courts with jurisdiction over the Issuer or any of its assets. To the extent allowed by law, they may take concurrent proceedings in any number of jurisdictions.

39

LE

GA

L#

83

50

42

3v4

LE

GA

L#

83

50

42

3v4

IN WITNESS WHEREOF, these Ts&Cs have been signed in two (2) originals, of which the parties have received one each.

MCB FINANCE GROUP PLC

as Issuer

________________________

Name:

CORPNORDIC SWEDEN AB

as Agent on behalf of itself and the Noteholders

________________________

Name: