TRESU Q3 2023 Financial Report

TRESU Risk factors (continued) 5.21. Risks related to insolvency or bankruptcy of the Issuer If the proceeds of an enforcement of the transaction security are not sufficient to repay all amounts due under or in respect of the Bonds, then the Bondholders will only have an unsecured claim against the remaining assets (if any) of the Issuer for the amounts which remain outstanding under or in respect of the Bonds. In the event of bankruptcy or other insolvency proceedings against the Issuer or any guarantor the Bonds will rank in priority after certain priority creditors mandatory preferred by law and the Bonds will further rank after the Super Senior Creditors as set out in section 5.14 (Sharing of transaction security and insolvency proceeds). Each investor should be aware that there is a risk that an investor in the Bonds may lose all or part of their investment if the Issuer or another company in the Group is declared bankrupt, carries out a reorganisation or is wound-up. 5.22. The Issuer is dependent on its Subsidiaries A significant part of the Group's assets and revenues relate to the Issuer's Subsidiaries. Accordingly, the Issuer as holding company is dependent upon receipt of sufficient income related to the operation of and the ownership in the Subsidiaries to enable it to make payments under the Bonds. The Issuer's Subsidiaries are legally separate and distinct from the Issuer and have no obligation to pay amounts due with respect to the Issuer's obligations and commitments, including the Bonds, or to make funds available for such payments, unless they have expressly undertaken to guarantee the Bonds and in such case only to the extent that the guarantee is not limited by financial assistance issues or otherwise, as described above. The ability of the Issuer's Subsidiaries to make such payments to the Issuer is subject to, among other things, the availability of funds and legal restrictions. Should the Issuer not receive sufficient income from its Subsidiaries, the investor's ability to receive payment under the Bond Terms may be adversely affected and payments of e.g. interest may be postponed as envisaged in the amendments to the Bond Terms set out in the Written Procedure. 5.23. Insolvency of Subsidiaries and structural subordination In the event of insolvency, liquidation or a similar event relating to one of the Issuer's Subsidiaries, all creditors of such subsidiary would be entitled to payment in full out of the assets of such company before the Issuer, as a shareholder, would be entitled to any payments. Defaults by, or the insolvency of, Subsidiaries of the Issuer may result in the obligation of the Issuer to make payments under financial or performance guarantees in respect of such companies' obligations or the occurrence of cross defaults on certain borrowings of the Group. The Issuer and its assets would not be protected from any actions by the creditors of a subsidiary, whether under bankruptcy law, by contract or otherwise. Further, the Group operates in various jurisdictions and in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceedings involving the Issuer or any of its Subsidiaries, bankruptcy laws other than those of Denmark could apply. The outcome of insolvency proceedings in foreign jurisdictions is difficult to predict and could therefore have a material and adverse effect on the potential recovery in such proceedings. 5.24. Security over assets granted to third parties The Issuer and the Subsidiaries may subject to certain limitations from time to time incur additional financial indebtedness and provide additional security for such indebtedness. In the event of bankruptcy, re-organization or winding-up of the Issuer, the Bondholders will be subordinated in right of payment out of the assets being subject to security. 5.25. The Issuer may not be able to finance a put option under the Bonds The Bond Terms contain provisions relating to a "Change of Control Event", a "Listing Failure" and a "Delisting". Upon the occurrence of such events as further described in the Bond Terms, each Bondholder will have the option to put its Bonds to the Issuer who will be required to redeem or purchase such Bonds at a price equal to 101% of their principal amount together with (or, where purchased, together with an amount equal to) accrued interest. If such a put event were to occur, the Issuer may not have sufficient funds available, or may not be able to obtain the funds needed, to redeem or pay the price for all of the Bonds put to it by Bondholders. 449 64

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