Cidron Romanov Limited has obtained consent for implementing intra-group merger.

01 Jul 2024 16:13 CEST

Cidron Romanov Limited (the “Issuer”) and Intertrust (Sweden) AB (the “Agent”),
in its capacity as agent for the Noteholders (as defined below), have approved a
consent request in connection with the Issuer’s SEK 2,550,000,000 & NOK
2,500,000,000 senior secured floating rate notes 2021/2026 with SEK ISIN:
NO0011134413 and NOK ISIN: NO0011134405 (together, the "Notes") in accordance
with the terms and conditions of the Notes (the “Terms and Conditions”).
Pursuant to the consent request, the Agent has provided consent on behalf of the
holders of the Notes (the "Noteholders") to the implementation of a Public
Offering Restructuring (as defined in the Terms and Conditions), by way of an
intra-group merger whereby NOBA Holding AB (publ) (“NOBA Holding”) and its
directly owned subsidiary NOBA Group AB (publ) (“NOBA Group”) will be merged
with and absorbed by NOBA Bank Group AB (publ) (“NOBA Bank”), a wholly-owned
subsidiary of NOBA Group (the “Intra-Group Merger” and the “Consent”,
respectively). As a condition for the Consent, the share pledges granted by
Cidron Humber SARL and Cidron Xingu SARL, respectively, over shares in NOBA
Holding have been replaced with corresponding share pledges over shares in NOBA
Bank (the "Replacement Security"). The Replacement Security became effective
today, 1 July 2024, in connection with the final registration of the Intra-Group
Merger.

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