General Terms and Conditions Moll Wendén Law Firm

1 Application and interpretation

1.1 These general terms and conditions apply to all services provided to clients by Moll Wendén Law AB, (“Moll Wendén” or “we”, “us”, “our”). These general terms and conditions apply together with AGRD Partners Group AB’s (“AGRD Partners”) common code of professional conduct (the “Code”). The version of the Code in force from time to time is available at AGRD Partners Group AB’s website: www.agrdpartners.com.

1.2 Amendments to, or deviations from, these general terms and conditions must be agreed in writing.

1.3 For the purposes of these general terms and conditions and, if any, the engagement letter, “services” shall include advice as well as other services, and all parts and aspects of a matter shall altogether be considered to be one single “engagement” irrespective of whether it involves several entities or individuals, refers to several instructions (given on the same or on different occasions), is dealt with by separate teams within Moll Wendén, addresses several areas of law or whether separate invoices are issued or we are acting for several entities or individuals.

2 Identification and personal data

2.1 Before we can accept an assignment, we are generally required by law to obtain information concerning the client and the assignment to such an extent which makes it possible for us to evaluate the risk of money laundering and financing of terrorism. This means, among other things, that we need to identify you, the natural persons who represent you and the natural persons who constitute your beneficial owners as well as, if you are a legal entity, to investigate the manner in which you are owned and controlled. In addition, we are under a duty to verify the information and for such purposes we may request documents which prove the authenticity thereof and obtain information from private or public registers or other external sources. All information and documentation that we obtain in connection with these measures we are required by law to retain.

2.2 We are obliged to notify the police authorities of any suspicion of money laundering or financing of terrorism and are also prevented from disclosing such suspicions to you, including that a report has been or may be made. If any suspicions of money laundering or terrorism financing exist, we are required to decline or withdraw from the engagement. We accept no liability for any loss or damage caused to you directly or indirectly as a result of our compliance with the obligations imposed on us by law or the Code.

2.3 In order to fulfil our engagement with you or your entity Moll Wendén may gain access to personal data concerning you, your employees and other individuals relevant to the matter. Such data will be processed according to our Privacy Policy which is published at mollwenden.se. You are responsible for ensuring that the individuals whose personal data you provide to us are given the information set out in our Privacy Policy.

2.4 By engaging us you confirm that you are not registered or operating in a country or territory subject to sanctions imposed by the EU, UN, the United Kingdom or the USA, and that you do not conduct business with such countries or with legal entities or individuals subject to such sanctions or to economic sanctions or trade restrictions administered by relevant authorities, such as the EU, OFAC or HM Treasury. We reserve the right to decline or withdraw from the engagement if it is deemed to conflict with applicable sanctions regulations. Should the circumstances change during the course of the engagement, you are obliged to notify us without delay.

3 Conflicts of Interest

3.1 Moll Wendén carries out conflict of interest controls in accordance with the principles set out in the Code. This means that we may be prevented from representing you or a counterparty if there is a conflict of interest in relation to another client. Notwithstanding such constrols, circumstances may arise that prevent us from representing you in an ongoing or future engagement. Should this occur, we will do our utmost to treat our clients fairly, having regard to the applicable rules of the Code.

3.2 In accordance with the Code, each firm within AGRD Partners shall carry out conflict of interest controls in line with the principles set out therein. The firms within AGRD Partners conduct their advisory activities and client work independently and free from influence from AGRD Partners or its owners. Conflict of interest controls are therefore carried out solely within the firm engaged by the client and do not extend to other firms within AGRD Partners. Accordingly, other firms within AGRD Partners may represent clients whose interests conflict with those of clients of Moll Wendén.

3.3 If a conflict of interest or a significant risk of such a conflict is identified, we will decline the engagement or withdraw from it, unless the Code permits us to act with the support of consent and protective measures. In such cases, we will always obtain informed consent from the affected clients before proceeding.

3.4 We accept no liability for any loss or damage caused to you directly or indirectly as a result of us being prevented, due to a conflict of interest, from undertaking or fulfilling an engagement for you. In order to avoid conflicts of interest, it is important that you, before and during the engagement, provide us with any information you consider may be relevant to determining whether an actual or potential conflict of interest exists.

4 Services

4.1 For each engagement, one of our partners will be primarily responsible for the services we provide to you (the “engagement partner”). That partner has discretion to deploy those lawyers and other staff as he or she deems necessary or desirable to ensure appropriate delivery of the services.

4.2 Our services and work products are tailored only to the circumstances, facts and instructions presented to us in the particular engagement. We are entitled to assume that those circumstances, facts and instructions are accurate and complete. We accept no liability for conclusions or recommendations based on inaccurate or incomplete information or materials provided by you or, where applicable, by third parties acting on your behalf.

4.3 We provide only legal advice and consequently do not offer advice of a commercial, operational, or financial nature, such as economic or accounting advice, or advice regarding the merits of undertaking a particular investment or transaction. We also do not provide business recommendations on whether a specific investment or transaction should be pursued or not.

4.4 We do not provide advice in respect of or based on the laws of any other jurisdiction than Sweden unless the Moll Wendén lawyer in question is qualified in another jurisdiction and we have agreed to provide advice on the laws of that jurisdiction. Based on our general experience in dealing with other jurisdictions we may express views on legal issues in another jurisdiction. This is merely intended to provide the benefit of our experience and does not constitute advice that you may rely on. Such advice must instead be obtained from lawyers qualified in the relevant jurisdiction.

4.5 Whilst it is our policy to inform our clients and others of legal developments on an ad hoc basis by way of general updates and marketing material, our advice is given to you on the basis of the law as at the date of the advice. We do not undertake to update the advice to take into account changes in the law after that date. Information that we provide on a general basis (for example at seminars or in newsletters) shall not be construed as advice on which you are entitled to rely.

4.6 Our advice never entails any guarantee of a certain outcome.

5 Communication and work tools

5.1 We communicate with our clients and other parties involved in a matter in a variety of ways, including through the Internet and by e-mail. Although these are effective means of communication they involve security and confidentiality risks for which we cannot accept any responsibility. If you would prefer that we do not communicate through the Internet or by e-mail in relation to any particular engagement, please advise the relevant engagement partner.

5.2 Our spam and virus filters and security arrangements may sometimes reject or filter out legitimate e-mails. Accordingly, you should follow-up important e-mails by telephone.

5.3 In order to rationalise our work processes, we use IT services (e.g. document management systems, e-signature services, virtual data rooms and AI (artificial intelligence)). Although we take reasonable measures to ensure that we maintain a high level of information security and availability, and that suppliers providing such IT services to us also do so, there are no guarantees that the services are risk-free. We therefore accept no liability for loss or damage arising due to use of such services beyond what follows from the section on Liability and limitations and mandatory law. You may at any time instruct us not to use certain technology in your engagement, or to restrict its use in a certain way; such instructions should if possible be given in writing to the engagement partner.

6 Intellectual property rights

The copyright and other intellectual property rights in work products that we generate for you vest in us although you have the right to use such work products for the purposes for which they were provided. Unless otherwise expressly agreed, no document or other work product generated by us may be generally circulated or used for marketing purposes.

7 Confidentiality and disclosure

7.1 We will protect the information you disclose to us in an appropriate manner and in accordance the Code. We will not disclose confidential information unless you have given your express consent or disclosure is required by law, court order or another binding rule. Client information is kept within Moll Wendén and is not shared with other firms within the AGRD Partners group or with the group’s owners without your express consent. Furthermore, the Code permits us to disclose information in certain situations. As an exception, and in accordance with the Code, limited client-related information may be disclosed to AGRD Partners’ chief legal counsel (or other persons in compliance roles) for the purpose of fulfilling certain limited internal compliance obligations under the Code, provided that such disclosure is necessary, proportionate and subject to appropriate safeguards and that the recipient is subject to a duty of confidentiality equivalent to that applicable to Moll Wendén’s advisers. This exception does not extend to other companies within AGRD Partners unless expressly approved by you.

7.2 Where we agree to carry out an engagement for more than one client, we have the right, in accordance with the Code, to disclose such materials and other information that one of the clients has imparted to us to the other clients. In some cases we also have a professional obligation to disclose such materials and information to the other clients.

7.3 If we engage or liaise with other advisers or professionals in the course of an engagement, we may communicate to them all materials and other information which we believe may be relevant to assist them in advising or carrying out other work for you. The same applies to materials and other information that we have obtained as a consequence of the controls and verifications carried out by us according to clauses 2.1 and 2.2.

7.4 We may be required by law to provide information to the tax authorities about your VAT number and the amounts we have invoiced you. By engaging us you are deemed to have consented to us providing this information to the tax authorities.

7.5 When a particular matter has become publicly known we may announce our participation for marketing purposes. Such announcement may only contain information about the matter that is already in the public domain. In those situations we may also, unless you advise us otherwise, display your logotypes in our publicity material. If we have reason to believe that you may be concerned about our disclosure of such information, we will seek your permission before such disclosure is made. This also applies if you, in relation to a matter that is not publicly known, have expressly agreed that we announce our participation.

7.6 Under Council Directive (EU) 2018/822 (“DAC6”) and national legislation implementing DAC6, advisers are obliged to provide information about cross-border reportable arrangements to the relevant tax authorities. The duty of confidentiality to which Moll Wendén is subject pursuant to the Code prevents us from reporting such arrangements unless you expressly instruct us to do so. If you do not instruct us to report the arrangement, you are responsible for ensuring that it is reported by you or your other advisers to the relevant tax authorities. Our duty of confidentiality also prevents us from informing your other advisers of their duty to report.

8 Insider list

8.1 If you are an issuer of securities that is under a duty to draw up an insider list under Article 18 of the EU Market Abuse Regulation (596/2014/EU), and our engagement gives us access to insider information concerning you or your financial instruments, then, provided we are notified as set out below, we will draw up an insider list of the employees of Moll Wendén who have access to the insider information. By engaging Moll Wendén, you agree, where applicable, to notify us immediately if you consider that certain information to which we have access constitutes insider information in relation to the financial instruments or related financial derivatives issued by you.

8.2 Unless otherwise agreed, we will not keep a list of the employees of Moll Wendén who have access to certain information about an engagement for you except as specified in clause 8.1.

8.3 Our list will not include information about people with access to insider information other than those employed by Moll Wendén.

9 Fees and expenses

9.1 Our fees are determined by our agreement with the client. If no specific agreement on fees has been concluded, our fees are normally determined on the basis of a number of factors such as time spent, the complexity of the work, the qualifications, experience and resources required, the amounts involved, the risks assumed (if any) by Moll Wendén, time constraints and the result achieved. The use of AI tools does not in itself affect the basis for our billing.

9.2 Upon request we can, wherever possible, provide you with an estimate of our likely fees at the outset of an engagement and update you on the fees incurred as work progresses. Estimates are based on information available to us at the time and cannot be regarded as fixed quotes.

9.3 We are likely to incur certain expenses in addition to our fees, which we expect you to pay. The expenses may include such incidental costs as registration fees, registry search fees, fees of other advisers and professionals, travelling, temporary workers, catering, telephone conferences and extensive photocopying.

9.4 All fees and expenses are exclusive of value added tax, which will be charged where appropriate.

9.5 If we incur expenses on your behalf in a currency other than Swedish kronor, we are entitled to compensation for any changes in the currency exchange rate between the date of invoice and the date of payment.

10 Invoicing and payment

10.1 Our normal practice is to send invoices on a monthly basis. We may send you preliminary (on account) or final invoices. Preliminary invoices may not include an exact assessment of the full amount due, but will give a broad indication of the work performed. In such cases, the final invoice for the matter or part of the matter will set out the total amount of our fees and expenses with the fees and expenses payable according to any preliminary invoice deducted.

10.2 In certain cases we may request an advance payment on fees and expenses. Such payment will be used to settle future invoices. The total amount of our fees and expenses for the engagement may be more or less than the amount of the advance payment. Any surplus from the advance payment received will be returned without delay when the engagement is concluded.

10.3 Each invoice sets out its due date (normally not less than 15 days from the invoice’s date). If an invoice is not paid, default interest on the balance owing will be charged from the due date until receipt of payment at the default interest rate determined by the Swedish Interest Act.

10.4 In Swedish litigation and arbitration, the losing party is normally ordered to pay the costs (including legal fees) of the winning party. This is however not always the case. Under certain circumstances, the costs will not be recoverable at all or only in part. Irrespective of whether you should be the winning or losing party or not be granted full compensation for your costs, you must pay our fees for services rendered and expenses incurred in representing you in litigation or arbitration.

10.5 If our fees and expenses are to be financed with public funds or by an insurance you must still pay our fees and expenses to the extent they exceed whatever is paid from public funds or out under the insurance.

10.6 If you ask us to address an invoice to someone else, we may accommodate your request only if it is evident that the arrangement will not violate any laws, the identity and other matters outlined in clauses 2.1 and 2.3 have been verified in respect of the addressee, and that you, on demand, will promptly pay any amounts which have not been paid by the due date. No client relationship with such addressee is assumed.

10.7 If in relation to amounts payable to us you are required under the applicable tax regime to withhold or deduct any amount, you will also pay to us an amount equal to that withheld or deducted so that the amount received by us always corresponds to that payable to us.

10.8 If we have agreed to invoice you via an invoicing system designated by you, we reserve the right to request compensation for licence fees and other additional costs as well as to stop using the system if, in our assessment, such use would entail unreasonable and extensive additional work or that time and cost items are rejected without any reasonable ground therefor. If we agree to invoice via your invoicing system or that of a third party, we cannot be held liable for loss of information or dissemination of information in invoices to unauthorised persons after we have transferred information to the system.

11 Liability and limitations

11.1 Your relationship is with Moll Wendén alone and not with any other entity or individual associated with Moll Wendén (even if your express or implied intention is that the services be carried out by specific individual(s)). This also applies to the relationship with the AGRD Partners group, its parent or sister companies, owners or other firms in the group. Hence, no party (be it an entity or an individual) other than Moll Wendén shall have any liability for services provided except as may be provided under mandatory law. Without limiting the generality of the foregoing, any entity and individual associated with Moll Wendén (for instance shareholders, directors, managing directors, employees or consultants) shall have the benefit of these general terms and conditions and any engagement letter insofar as they limit their liability. Financial limits will, in those instances, relate to Moll Wendén and the associated entities and individuals on an aggregated basis.

11.2 We maintain professional indemnity insurance via AGRD Partners with well-known insurance companies. We do not disclose the amount of the insurance coverage but can upon request provide a written opinion from our insurance broker confirming the cover to be in line with market practice.

11.3 We are only liable for direct losses or damages and consequently not liable for indirect losses or damages. Our cumulative liability for any direct loss or damage suffered by you as a result of our fault or negligence in the performance of the assignment shall be limited to SEK fifty million per assignment or, if our total fees for the assignment are less than SEK one million, SEK five million. Price reductions or other penalties and remedies will not be paid in addition to damages, and we do not accept any obligation to pay for liquidated damages.

11.4 Our liability for multiple damages caused by the same act or omission, or by acts or omissions of the same type, shall be limited to the amounts specified in clause 11.3, regardless of when the damages were caused or occurred.

11.5 Our liability to you will be reduced by any amount which may be obtained under any insurance maintained by or for you or under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to the agreement with such insurance provider or other third party or your rights against such insurance provider or other third party will be prejudiced thereby.

11.6 Other advisers and professionals shall be deemed to be independent of us (and irrespective of whether we have engaged them or if you have engaged them directly). Hence, we assume no liability for other advisers or professionals including, without limitation, for choosing or recommending them or for their advice or other services provided. This applies regardless of whether they report to us or to you. If you grant us authority to engage on your behalf other advisers or professionals, such authority includes a right for us to accept limitations of liability invoked by such advisers or professionals.

11.7 If we together with another adviser or professional have joint liability for the same loss or damage and if you have, or are considered to have, accepted any exclusion or limitation of liability in relation to the other adviser or professional, our total liability to you shall be reduced by the amount of the contribution we would have been able to recover by recourse from that adviser or professional if its liability to you had not been so excluded or limited (and regardless of whether or not that other adviser or professional would have been able to pay the contribution to us).

11.8 If we, together with one or more other advisers or professionals, would be liable for the same loss or damage suffered by you, our liability for such loss or damage shall be limited to the proportion which our fee bears to the sum of the fees payable to all advisers and professionals, regardless of whether the other advisers or professionals have excluded or limited their liability or would be unable to pay their part of the total claim.

11.9 We shall not have any liability for any loss or damage suffered as a result of the use by you of our work products or advice in any other matter or for any other purpose than for which they were given. Except as provided in clause 11.13, we shall not have any liability to any third party through the use by you of our work products or advice.

11.10 We will not assume any liability for loss or damage suffered by means of tax being imposed or the risk of tax being imposed on you as a result of our services.

11.11 We cannot be held liable for any loss or damage suffered by you directly or indirectly as a consequence of our compliance with the code of conduct or the statutory obligations we understand are incumbent on us, e.g. those outlined in clauses 2, 8.1, and 8.3.

11.12 We will not accept any liability for any loss or damage suffered as a result of events beyond our control, which events we reasonably could not have anticipated at the time we accepted the engagement and whose consequences we could not reasonably have avoided or overcome.

11.13 If we, at your request, agree that an outside party may rely on our work products or advice, this will not increase or otherwise affect our liability to our disadvantage, and we can only be held liable to such outside party to the extent we would have been liable to you. Any amount payable to an outside party as a result of such liability will reduce our liability to you correspondingly and vice versa. No client relationship with such outside party is assumed. The aforesaid also applies if we, at your request, issue certificates, opinions or the like to an outside party.
11.14 The limitations of liability in this section 11 do not apply to the extent that loss or damage has been caused by intent or gross negligence on our part. The parties may by written agreement expand our liability beyond what follows from these general terms and conditions.

12 Complaints and claims

12.1 If, for any reason, you are dissatisfied with our services or have a complaint, you should notify the relevant engagement partner as soon as possible. You may also contact your client relationship partner (the partner acting as your primary relationship contact within Moll Wendén) or our partner in charge of risk and quality management at thomas.ogard@mollwenden.se.

12.2 Claims must be made in writing and be submitted to our partner in charge of risk and quality management at thomas.ogard@mollwenden.se and be accompanied by an account of our alleged fault or negligence and your loss or damage caused thereby. In order to be enforceable, the claim must be submitted within a reasonable time but not later than three (3) months after the date when you became (or, after reasonable investigations, could have become) aware of the circumstances giving rise to the claim, and in any event not later than twelve (12) months after the date of our last invoice for the engagement to which the claim relates. A claim can under no circumstances be made after the expiry of the period of limitation that applies according to law. Complaints relating to compliance with the Code may also be submitted to an independent ethics committee as set out at agrdpartners.com/code-of-conduct, subject to the specific requirements, scope and mandate described there.

12.3 If your claim is based on a claim against you by an authority or other third party, we shall be entitled to meet, settle and compromise such claim on your behalf, provided that – taking into consideration the limitations of liability in these general terms and conditions, any engagement letter or due diligence report or other document – you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such claim without our consent we will not accept any liability for that claim.

12.4 If you are compensated by us in respect of a claim, you shall, as a condition for such compensation, transfer the right of recourse against third parties to us or our insurers by way of subrogation or assignment.

12.5 Clients who are consumers, i.e. natural persons acting for purposes which are outside their trade, business or profession, may under certain circumstances refer disputes to the National Board for Consumer Disputes (Sw. Allmänna Reklamationsnämnden, ARN): www.arn.se. An application to the ARN must be made in writing within one year of the complaint having been submitted in writing to Moll Wendén.

13 Termination of engagement

13.1 You may terminate our engagement at any time by requesting us in writing to cease acting for you. If you do so, you must still pay our fees for services provided and expenses incurred prior to the date of termination.

13.2 Circumstances may exist either at law or according to the code of conduct that require or allow us to decline or withdraw from representing a client. Our obligation to perform an engagement is conditional upon it being permissible under applicable laws and regulations, including those relating to economic or financial sanctions. Among other things, this may be the case in the event of inadequate client identification, suspicions of money laundering or terrorism financing, conflict of interest, failure to pay our fees and expenses, failure to supply adequate instructions or if confidence and trust no longer exist between us. If we decide to terminate our engagement, you must still pay our fees for services provided and expenses incurred prior to the date of termination. An engagement will in any event end when we have fulfilled your instructions in relation to that engagement.

14 Document retention

14.1 After the conclusion or termination of an engagement, we will keep (or store with a third party) essentially all documents and work products accumulated or generated in a matter, whether on paper or electronically, for a period of time which we deem to be adequate for that particular type of engagement, however under no circumstances for a period of time shorter than that required by law or under the code of conduct.

14.2 Since we are under an obligation to retain essentially all documents and work products accumulated or generated in a matter, we cannot meet any request by you to return (without keeping a copy) or destroy a document or work product in advance of the expiration of the retention period. If you ask us to empty our electronic files within our document management system, we will comply with your request to the extent permitted by law and the code of conduct (but retain a physical copy of each document or save them onto any electronic storage media) and normally against payment if the work involved is time-consuming.

14.3 Unless otherwise agreed, all original documents will be sent to you at the conclusion or termination of an engagement. We will, however, keep a copy of those documents for our own records.

14.4 If at your request we send original documents, negotiable instruments or other physical documents to you or to a third party, such dispatch is at your risk. We accept no liability for loss of or damage to such documents after they have been handed over to a carrier or postal service, unless we have acted with gross negligence in the choice of dispatch method.

15 Amendments, prevailing terms and language versions

15.1 These general terms and conditions may be amended by us from time to time. The current version can always be viewed on our website mollwenden.se. Amendments will become effective only in relation to engagements initiated after the amended version was posted on mollwenden.se.

15.2 In case we have stated specific terms in respect of an engagement or part of an engagement (in an engagement letter, due diligence report or other document), those terms shall prevail if and to the extent there are any inconsistencies between them and these general terms and conditions.

15.3 These general terms and conditions are produced in Swedish and English. If not agreed otherwise, the version in Swedish shall apply to clients domiciled in Sweden and the version in English to all other clients.

16 Governing Law and Dispute Resolution

16.1 These general terms and conditions and, if any, the specific terms for the engagement and all issues in connection with any of them, our engagement and services shall be governed by and construed in accordance with substantive Swedish law.

16.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, the specific terms for the engagement (if any), our engagement or our services, shall be finally settled by arbitration administered by the SCC Arbitration Institute (“SCC”). The SCC Rules for Expedited Arbitration shall apply unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the SCC Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the arbitral tribunal shall consist of one (1) or three (3) arbitrators.

16.3 The seat of arbitration shall be Malmö, Sweden.

16.4 The language to be used in the arbitral proceedings shall be Swedish or, if you or we so request, English.

16.5 The arbitral proceedings are subject to confidentiality. The confidentiality covers all information disclosed in the course of the arbitral proceedings, as well as any decision or award made or declared during the proceedings. The confidential information may not, in any form, be disclosed to a third party without the written consent of the other party. A party shall, however, not be prevented from disclosing such information if required to do so by mandatory law, a court or authority decision, a stock exchange contract or similar, in order to safeguard legitimate legal interests, or in order to enforce, appeal or challenge a judgment or arbitral award.

16.6 Notwithstanding clause 16.2, we shall be entitled to commence proceedings against you for the payment of any amount due to us in any court with jurisdiction over you or any of your assets.

16.7 Clients who are consumers may under certain circumstances refer disputes to the National Board for Consumer Disputes (Sw. Allmänna Reklamationsnämnden, ARN): www.arn.se. See further under clause 12.5.