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Case No. Ä 19371-19 Nynas Ab (Publ) in Reorganisation

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Case No. Ä 19371-19 Nynas Ab (Publ) in Reorganisation To the District Court of Södertörn Unit 4 Stockholm, 5 June 2020 CASE NO. Ä 19371-19 NYNAS AB (PUBL) IN REORGANISATION – REQUEST FOR EXTENSION We, in our roles as representatives for Nynas AB (publ), reg. no. 556029-2509 (“Nynas”), request, pursuant to the second sentence of the second paragraph of chapter 4, section 8 of the Swedish Company Reorganisation Act (Sw. lag (1996:764) om företagsrekonstruktion) that the district court decides that the reorganisation of Nynas is allowed to continue for an additional three months. As is further detailed below, an extensive work has been carried out during the reorganisation until now, which has resulted in vital progress during the most recent month. The likelihood for a viable long-term reorganisation of Nynas’s operations is very good, but there is a need for additional time in order to finish the work. Therefore, special cause exists (Sw. synnerliga skäl) to decide in accordance with the request above, which has also been confirmed in the administrators’ remark, which has been filed with the court on this day. The work that has been carried out in the reorganisation until now, as well as the work estimated to still have to be carried out, is detailed below. 1. NYNAS NO LONGER SUBJECT TO SANCTIONS 1.1 Nynas has, during the last several years, put considerable efforts in having Nynas exempted from the trade sanctions that the U.S. has imposed against Venezuela, Nynas’s shareholder Petróleos de Venezuela, S.A. (”PdVSA”) and, by extension, Nynas itself. This work has been ongoing during the reorganisation with an incredible engagement from the management and employees of Nynas. 1.2 As has been described in the preliminary reorganisation plan, file appendix 6 in the district court’s file on the case, Nynas filed a term sheet regarding a change in ownership structure to the Office of Foreign Assets Control (“OFAC”) in Washington on 17 January 2020. After OFAC indicated that PdVSA’s ownership would have to be reduced further, the main shareholders Neste Oyj (“Neste”) and PdVSA agreed on a revised term sheet, in which PdVSA’s ownership Page 2 av 5 in Nynas would be reduced to a maximum of 15 percent of the shares outstanding in Nynas. During the middle of March 2020, OFAC declared that the revised term sheet was satisfactory, after which the work to execute the proposed ownership changes commenced. 1.3 On 15 April 2020, Nynas decided to found an independent trust, called Nynässtiftelsen, reg. no. 802481-5071, with the aim of owning and controlling shares in Nynas in order to secure that Nynas is not subject to sanctions and otherwise act for the long-term viability of Nynas. After Nynässtiftelsen was registered, PdVSA divested 35 percent of PdVSA’s shares in Nynas to Nynässtiftelsen. 1.4 After PdVSA’s divestment of shares, Neste remains as the single largest shareholder in Nynas, holding 49.99 percent of the shares outstanding. Nynässtiftelsen owns 35 percent and PdVSA 14.99 percent of the shares in Nynas. 1.5 In conjunction with the revised petition being filed with OFAC, a new board of directors for Nynas was appointed, in order to reflect the change in ownership. The change in the board of directors has not yet been registered by the Swedish Companies Registration Office. The new board consists of the Magnus Wittbom, independent chair of the board, the members Fredrik Lundström and Joachim Morath, as nominated by Nynässtiftelsen, the members Jyrki Mäki-Kala, Christian Ståhlberg and Sam Holmberg, as nominated by Neste, Oswaldo Pérez, as nominated by PdVSA, and the employee representatives Roland Bergvik and Pia Ovrin. 1.6 On 12 May 2020, OFAC declared that Nynas, as a result of the changes in ownership structure, would no longer be blocked under the sanctions issued against Venezuela, which was published on OFAC’s website. As a consequence of this, the previously issued General License has ceased to apply. Nynas has agreed to continually report to OFAC any future changes of shareholders in or board members of Nynas, as long as PdVSA is designated as an SDN (Specially Designated National). 2. LIQUIDITY AND FINANCING 2.1 The importance of OFAC’s decision to exempt Nynas from the sanctions, as it relates to the possibilities of Nynas’s future operations and profitability, cannot be emphasized enough. Liquidity and bridge financing 2.2 Nynas being fully exempted from the sanctions has a positive impact on both the daily operations and the execution of a successful reorganisation in a longer perspective. US individuals and corporations are no longer required to have a permission from OFAC for transacting or dealing with Nynas, and the restrictions previously issued regarding credit times of at most 90 days in respect of Nynas are no longer in force. Nynas is still prohibited from purchasing Venezuelan crude oil as a consequence of the current U.S. trade sanctions against Venezuela and PdVSA. As has been stated in the preliminary reorganisation plan, Nynas has, prior to the reorganisation, procured the necessary permits and made investments in the refineries, making it possible to produce the whole range of Nynas’s product offering from non-Venezuelan crude oil. 2.3 In May 2020, Nynas was not able to purchase the supply of crude oil estimated to be required in the operations due to the sanctions and the General License 13, then in force, which lapsed Page 3 av 5 during the middle of May. After OFAC’s decision to exempt Nynas from the sanctions on 12 May 2020, Nynas has once again been able to transact in USD, and the work to funnel funds from Nynas’s subsidiaries for planned purchases of crude oil has been initiated. 2.4 As regards the bridge financing that was stated to be required for the reorganisation in the preliminary reorganisation plan, the following is of note. After having been exempted from the sanctions, Nynas is now able to agree on other financing solutions that secures planned purchases of crude oil in accordance with Nynas’s long-term liquidity budget. The large decrease in oil prices during the spring 2020 has also led to Nynas, in the short term, having sufficient liquidity to make purchases of oil. Nynas is also in final negotiations with an external financier that is planned to purchase and own the oil that is delivered to Nynas’s refineries. Nynas will then purchase the oil from the aforementioned third party when the oil is moved from storage to the refineries. With this, Nynas is not required to bind capital in the way that it previously has. Through this financing solution, the liquidity requirements for Nynas is deemed to be fully met for the remainder of the reorganisation. Restoring the equity of Nynas 2.5 During March 2020, Nynas’s then-majority shareholders PdVSA and Neste decided to forgive claims relating to shareholder loans through a conversion to shareholder contributions, in an aggregate amount of 1,320 million SEK, including interest, which improved Nynas’s equity considerably. Then, at the end of May 2020, Nynas, the consortium of banks defined in the preliminary reorganisation plan (the “Banks”) and the oil supplier GPB Energy Services B.V. (“GPB”) agreed to extend the due date for the Banks’ and GPB’s claims on Nynas to 30 June 2021. 2.6 As has been stated in the petition for company reorganisation on 13 December 2019, a first general meeting for liquidation purposes was held in October 2019. A second general meeting for liquidation purposes was held on 29 May 2020, prior to which a new balance sheet for liquidation purposes was drawn up. Given the now-lifted sanctions and the shareholders’ concessions and the agreement that was met with the Banks and GPB, there was grounds for drawing up the balance sheet with values estimated on the basis of a going concern, which valuation was approved by Nynas’s auditor. The balance sheet for liquidation purposes was drawn up on the basis of book values as per 31 March 2020 and showed that Nynas’s equity was intact, despite no concession from the creditors of Nynas having been made, with the exception of the above-mentioned conversion of shareholder loans and extension of the due date for the claims of GPB and the Banks. At the second general meeting for liquidation purposes, it was decided, after it was established that the equity was restored, to continue the operations of Nynas. Long-term financing 2.7 As has previously been stated, Carnegie Investment Bank AB (“Carnegie”) has been engaged to assist Nynas in the effort to find a new long-term and financially strong shareholder and financier, which is still deemed to be necessary for a successful reorganisation of Nynas. Carnegie has during the reorganisation been in contact with a number of potential investors, several of which have submitted indicative offers, which are currently under consideration by Nynas’s owners and other stakeholders. Additional potential investors will likely emerge now Page 4 av 5 that the sanctions have been lifted, meaning that financiers with interest in the US market no longer is prohibited from investing in Nynas. 2.8 The establishment of a new long-term ownership and financing structure is likely to require that certain additional concessions are made by Nynas’s largest creditors, i.e. the Banks and GPB. The agreement between Nynas, the Banks and GPB to extend the due date for the claims of GPB and the Banks against Nynas until 30 June 2021 shows the shared effort of Nynas, the Banks and GPB to find a new long-term financing for Nynas and to successfully implement the reorganisation.
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