Digiplex Norway Holding 3 AS Summary

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary

DigiPlex Norway Holding 3 AS

Summary

Manager:

Oslo, 29 October 2020

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary Introduction The name of the securities is DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023. The ISIN code of the securities is NO0010881790.

The name of the Issuer is DigiPlex Norway Holding 3 AS and its registration number in 924 314 672 is the Register of Business Enterprises, Norway. The Issuer’s legal entity identifier (LEI) is 549300H5UP0UH5F3LC11.

The contact details of the Issuer are as follows: Digiplex Norway Holding 3 AS, c/o DigiPlex Norway AS, Ulvenveien 82E, N-0581 Oslo, Norway

The fulfilment of the secured obligations under the Bond Agreement is guaranteed by the following Guarantors:

• DigiPlex Fet 2 AS, registered in the Register of Business Enterprises, Norway with registration number 920 030 564. LEI code is 549300ICF3UQ6IY2HE37.

• DigiPlex Holtskogen AS, registered in the Register of Business Enterprises, Norway with registration number 922 735 573. LEI code is 5493000LUKAZJQZCH623.

• DigiPlex Norway Holding 1 AS, registered in the Register of Business Enterprises, Norway with registration number 922 393 265, LEI code is 549300U4FCNBZCNLFM46

The contact details of the Guarantors are identical to the Issuer.

The manager of the securities is Pareto Securities AS, which has acted as advisor to the Issuer in relation to the pricing of the securities. The manager’s legal entity identifier (LEI) is 549300H0QDQHRJXRM779. The contact details of Pareto Securities AS are as follows: Pareto Securities AS Dronning Mauds gt 3, N-0115 Oslo, Norway.

The Norwegian FSA is the competent authority which has approved the prospectus. The Norwegian FSA is registered in the Register of Business Enterprises, Norway with registration number 840 747 972. The contact details of the Norwegian FSA are as follows: Finanstilsynet, P.O. Box 1187 Sentrum, N-0107 Oslo, Norway.

The prospectus was approved on 29 October 2020.

Please note the following warnings: • the summary should be read as an introduction to the prospectus. • any decision to invest in the securities should be based on a consideration of the prospectus as a whole by the investor. • the investor could lose all or part of the invested capital • where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the prospectus before the legal proceedings are initiated. • civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. • you are about to purchase a product that is not simple and may be difficult to understand.

Key information on the issuer

Who is the issuer of the securities? The issuer of the securities is DigiPlex Norway Holding 3 AS, a limited liability company incorporated and domiciled in Norway and existing under the laws of Norway with registration number 924 314 672 is the Register of Business Enterprises, Norway. The Issuer’s legal entity identifier (LEI) is 549300H5UP0UH5F3LC11.

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary DigiPlex is an established data centre builder and operator in the Nordics. DigiPlex provides safe, secure and fully serviced IT housing services for the customer’s mission critical equipment and data. This is delivered in a variety of ways, customised to the customer’s needs. Service levels are tailored to the customer’s exact requirements. The Company’s serviced IT housing space comes in variable sizes and is available in shared areas, cages or dedicated rooms for enhanced security. Smaller spaces are available by special arrangement.

Both private and public organisations, including security sensitive customers such as government and financial institutions, trust DigiPlex data centre solutions. The DigiPlex group of companies currently operate four facilities in Oslo, Norway, one in Stockholm, Sweden and one in Copenhagen, Denmark.

DigiPlex Norway Holding 3 AS is wholly owned by DigiPlex Norway Holding 1 AS. The other Guarantors are wholly owned by DigiPlex Norway Holding 3 AS.

The following managing directors are the same for the Issuer and the Guarantors: Wiljar Nesse, Cathrine M. Telje, Fredrik Jansson, Dan Oldham, Geoff Fox, Halvor Bjerke, Haakon Holm-Knapstad, Rickard Hilmersson and Pete O’Sullivan.

The statutory auditor for the Issuer and the Guarantors is PricewaterhouseCoopers AS.

What is the key financial information regarding the issuer? DigiPlex Norway Holding 3 AS

Amounts in NOK 2019 Operating profit 0 Net financial debt (long term debt plus 6,000 short term debt minus cash) Net Cash flows from operating activities 0 Net Cash flows from financing activities 0 Net Cash flow from investing activities 0

DigiPlex Fet 2 AS

Amounts in NOK 2019 2018 Operating profit -2,391,661 -10,948 Net financial debt (long term debt plus 93,130,663 15,073,034 short term debt minus cash) Net Cash flows from operating activities 30,799,285 7,498,654 Net Cash flows from financing activities 78,000,000 15,500,000 Net Cash flow from investing activities -72,761,385 -12,474,937

DigiPlex Holtskogen AS

Amounts in NOK 2019 Operating profit -1,665,270 Net financial debt (long term debt plus 134,974,738 short term debt minus cash) Net Cash flows from operating activities -3,741,441 Net Cash flows from financing activities 140,030,000 Net Cash flow from investing activities -114,841,660

DigiPlex Norway Holding 1 AS

Amounts in NOK 2019 Operating profit -328,000 Net financial debt (long term debt plus 261,394,000 short term debt minus cash) Net Cash flows from operating activities -229,000 Net Cash flows from financing activities 280,000 Net Cash flow from investing activities 0

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary There are no qualifications in the audit reports relating to the historical financial information for the Issuer or the Guarantors.

What are the key risks that are specific to the issuer?

• The Issuer will require a significant amount of cash to service future debt and sustain its operations, and its ability to generate sufficient cash or obtain credit (on satisfactory terms or at all) depends on many factors beyond its control.

Key information on the securities

What are the main features of the securities? The Loan is a secured open bond issue with floating interest rate. Settlement Date is 12 May 2020 and Maturity Date is 12 May 2023. The ISIN code of the Loan is NO0010881790. The initial borrowing amount is NOK 655,000,000 with the possibility to increase the borrowing amount to NOK 1,400,000,000. DigiPlex issued a Tap Issue of NOK 180,000,000 on 24 September 2020, which brings the total outstanding bond amount to NOK 835,000,000. The Denomination of each Bond is NOK 1,000,000. The Coupon Rate is NIBOR 3 months plus a Margin of 4.50% p.a. with interest payment dates each 12 February, 12 May, 12 August and 12 November.

Both the Issuer and the Bondholders have the right to early terminate the bonds upon certain conditions. The fulfilment of the secured obligations under the Bond Agreement is secured by a guarantee issued by selected subsidiaries of the Issuer.

The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time.

Where will the securities be traded? Admission to trading on the regulated market of Oslo Børs will take place as soon as possible after the Prospectus has been approved by the Norwegian FSA. The Bonds are not and will not be listed on any other marketplace.

Is there a guarantee attached to the securities? The fulfilment of the secured obligations under the Bond Agreement is secured by a joint and several, unconditional and irrevocable Norwegian law guarantee and indemnity issued by the following guarantors:

DigiPlex Fet 2 AS (registration number 920 030 564, LEI code 549300ICF3UQ6IY2HE37) DigiPlex Holtskogen AS (registration number 922 735 573, LEI code 5493000LUKAZJQZCH623) DigiPlex Norway Holding 1 AS (registration number 922 393 265, LEI code xxx (TBU))

What are the key risks that are specific to the guarantors?

• The Customer is the sole customer of capacity in the Properties. The Issuer’s ability to service the Bonds is highly dependent upon the Customer’s ability to pay the fees under the service agreements.

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary • The service agreements with the Customer gives the Customer the right to claim service credits as the result of any defect affecting or interrupting the Customer's operation. Should such a situation occur, this might negatively affect the Obligors' income and thereby the Issuer's ability to meet its payment obligations.

• The Properties are specialised and caters for a specific type of customers. Should the Customer’s service agreements be terminated, finding replacement customers might prove difficult.

• Any future property market recession, and, more specifically, a decrease in the demand for data centre spaces, could materially adversely affect the value of the Properties.

• The ongoing COVID-19 worldwide pandemic and any possible future outbreaks of viruses, may have a significant adverse effect on the Obligors, including the Obligors’ ability to perform under the existing service agreements.

• The Obligors are subject to construction risks such as e.g. cost overruns, defects, delays and other unforeseen events in the development and completion of the Properties.

• The Obligors may become subject to new regulations and claims by public authorities or third parties which may be retrospective and affect environmental planning, land use and development regulations, for the business of the Issuer, which in turn may affect the Obligors' ability to perform it obligations with respect to the Bonds.

What are the key risks that are specific to the securities? • It may prove difficult to enforce the security over the Obligors' assets.

• The Obligors will have control of the assets that serve as security for the Bondholders' claims under the Bond Terms ("Transaction Security"). If they do not manage these assets appropriately, the value of the Transaction Security might decrease.

• Mandatory prepayment events may lead to prepayment of the Bonds at a time when the Bondholders may not be able to reinvest the prepayment proceeds at an equivalent rate of interest.

• The trading price of the Bonds may be volatile.

• Bondholders may face currency exchange risks or adverse tax consequences by investing in the Bonds denominated in currencies other than their reference currency.

Key information on the admission to trading on a regulated market

Under which conditions and timetable can I invest in this security? The Loan was initially offered to professional, non-professional and eligible investors prior to the Issue Date 12 May 2020. The Loan is freely negotiable, however certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. There is no market-making agreement entered into in connection with the Bond Issue.

Admission to trading on a regulated market will take place as soon as possible after the Prospectus has been approved by the Norwegian FSA. The estimate of total expenses related to the admission to trading are as follow:

Prospectus fee (NFSA) Registration Document NOK 65,000 Prospectus fee (NFSA) Securities Note NOK 18,000 Prospectus fee (NFSA) Guarantees NOK 18,000

DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020

Summary Listing fee 2020 (Oslo Børs): NOK 55,150 Registration fee (Oslo Børs): NOK 50,150

Who is the offeror and/or the person asking for admission to trading? Pareto Securities AS has been mandated by the Issuer as Manager for the issuance of the Loan. The Manager has acted as advisor to the Issuer in relation to the pricing of the Loan and has assisted the Issuer in prepairing the Prospectus.

Pareto Securities is a public limited liability company incorporated and domiciled in Norway and existing under the laws of Norway with registration number 956 632 374 in the Register of Business Enterprises, Norway.

Why is this prospectus being produced? The Prospectus is being produced for the purpose of listing the DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 on the regulated market of Oslo Børs. The listing will take place as soon as possible after the Prospectus has been approved by the Norwegian FSA.

The Issuer shall use the net proceeds from the Initial Bond Issue and Tap Issue (net of legal costs, fees of the Manager and the Bond Trustee and any other agreed costs and expenses), together with the Initial and Additional EquityContribution, for: (i) financing the Initial and Additional Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and (ii) general corporate purposes of the Group.

The Issuer shall use the net proceeds from the issuance of any Additional Bonds (net of legal costs, fees of the Manager and the Bond Trustee and any other agreed costs and expenses), together with the relevant Additional Equity Contribution, for: (i) financing Additional Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and (ii) general corporate purposes of the Group.

The estimated net amount of the intial proceeds and Tap Issue was NOK 830,331,295. The offer of the bonds was not subject to an underwriting agreement on a firm commitment basis. There are no material conflicts of interest pertaining to the offer or the admission to trading.

The Issuer will use the net proceeds from the issuance of any additional bonds as set out in the relevant tap issue addendum.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

DigiPlex Norway Holding 3 AS

Registration Document

Manager:

Oslo, 29 October 2020

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Important information

The Registration Document is based on sources such as annual reports and publicly available information and forward-looking information based on current expectations, estimates and projections about global economic conditions, as well as the economic conditions of the regions and industries that are major markets for DigiPlex Norway Holding 3 AS’ (the "Issuer") and Guarantors’ (including subsidiaries and affiliates) lines of business.

A prospective investor should consider carefully the factors set forth in Chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds.

IMPORTANT – EEA RETAIL INVESTORS - If the Securities Note in respect of any notes includes a legend titled "Prohibition of Sales to EEA Retail Investors", the notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (‘EEA’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of the Markets in Financial Instruments Directive II (‘MiFID II’); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "Packaged Retail Investment and Insurance-Based Products, PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MiFID II product governance / target market – The Securities Note in respect of any notes will include a legend titled "MiFID II product governance" which will outline the target market assessment in respect of the notes and which channels for distribution of the notes are appropriate. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

The Manager and/or any of its affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Manager's corporate finance department may act as manager or co-manager for this Company and/or Guarantors in private and/or public placement and/or resale not publicly available or commonly known.

Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in the United Kingdom. Approval of the Registration Document by Finanstilsynet (the Norwegian FSA) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.

The Registration Document dated 29 October 2020 together with a Securities Note, [a summary] and any supplements to these documents constitute the Prospectus.

The content of this Registration Document does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice.

Unless otherwise stated, this Registration Document is subject to Norwegian law. In the event of any dispute regarding the Registration Document, Norwegian law will apply.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

TABLE OF CONTENTS:

1 RISK FACTORS ...... 4 2 DEFINITIONS ...... 8 3 PERSONS RESPONSIBLE ...... 9 4 STATUTORY AUDITORS ...... 10 5 INFORMATION ABOUT THE ISSUER AND THE GUARANTORS ...... 11 6 BUSINESS OVERVIEW ...... 14 7 ORGANISATIONAL STRUCTURE ...... 16 8 TREND INFORMATION ...... 17 9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ...... 18 10 SHARE CAPITAL AND MAJOR SHAREHOLDERS ...... 21 11 FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ...... 22 12 MATERIAL CONTRACTS ...... 26 13DOCUMENTS AVAILABLE...... 27 14 THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST ...... 27 CROSS REFERENCE LIST ...... 28 MANAGER’S DISCLAIMER ...... 29 ANNEX 1 ARTICLES OF ASSOCIATION FOR DIGIPLEX NORWAY HOLDING 3 AS ...... 30 ANNEX 2 ARTICLES OF ASSOCIATION FOR DIGIPLEX HOLTSKOGEN AS ...... 30 ANNEX 3 ARTICLES OF ASSOCIATION FOR DIGIPLEX FETUND 2 AS ...... 30 ANNEX 4 ANNUAL REPORT 2019 FOR DIGIPLEX NORWAY HOLDING 3 AS ...... 30 ANNEX 5 ANNUAL REPORT 2019 FOR DIGIPLEX HOLTSKOGEN AS ...... 30 ANNEX 6 ANNUAL REPORT 2019 FOR DIGIPLEX FETUND 2 AS ...... 30 ANNEX 7 ANNUAL REPORT 2019 FOR DIGIPLEX NORWAY HOLDING 1 AS ...... 30

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

1 Risk factors

Investing in bonds issued by the Issuer and guaranteed by the Guarantors involves inherent risks.

For the purpose of this Registration Document, the risk factors for the Issuer and the Guarantors are deemed to be equivalent.

The risks and uncertainties described in the Prospectus are risks of which the Issuer is aware and that the Issuer considers to be material to its business. If any of these risks were to occur, the Issuer’s and/or the Guarantors’ business, financial position, operating results or cash flows could be materially adversely affected, and the Issuer and/or the Guarantors could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should carefully consider, among other things, the risk factors set out in this Registration Document and in the Securities Note, before making an investment decision. The risk factors set out in the Registration Document and the Securities Note cover the Issuer and Guarantors and the bonds issued by the Issuer, respectively.

An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.

1.1 Customer related risk

1.1.1 Customer dependency

As of the date of issuance of this Prospectus, the Hyperscaler (the “Customer”) is the sole customer of capacity in the Properties (as defined below). Hence, the financial strength of Customer, as well as its ability to pay the fees in a satisfactory manner is critical for the investment. The Issuer’s ability to service the Bonds is highly dependent upon the Customer’s ability to pay the fees under the service agreements.

1.1.2 Risk related to reduction in revenue

The service agreements with the Customer gives the Customer the right to claim service credits as the result of any defect affecting or interrupting the Customer's operation. Should such a situation occur, this might negatively affect the Obligors' income and thereby the Issuer's ability to meet its payment obligations.

1.1.3 Risk related special clauses in service agreements

The Properties (as defined below) are developed and built for special purpose project companies (the "clients") according to design and build contracts based on standard NS 8407 general terms with certain project-specific amendments. The design and build contracts' pricing are based on fixed prices for the majority of works and some budget sums for parts compensated at cost plus markup or quantities of priced units. Final deadlines for taking over concur with the agreed "Ready For Service Date" under the customer service agreement for each data center. In case of delays beyond the final deadline (as adjusted for delays caused by client and force majeure) the client may claim daily penalty charges from the design and build contractors up to an agreed maximum amount. In case of delay of more than 90 days (as adjusted for delays caused by customer and force majeure) the customer may terminate the customer service agreement in its entirety. If the Customer were to terminate the contract as described, DigiPlex would need to find other suitable customers to take the capacity in Properties. There is a risk that this would affect the financial performance of the Properties.

1.2 Property related risk

1.2.2 Specialised property type The Properties are specialised for a specific type of customer and purpose. Should the service agreements be terminated, finding replacement customers might prove difficult for both Properties. If the Obligors fail to find replacement customers, the Obligors may not be able to comply with their obligations under the Bond Terms and the other Finance Documents.

1.2.3 Risks related to Covid-19

The ongoing COVID-19 worldwide pandemic and any possible future outbreaks of viruses, may have a significant adverse effect on the Obligors, including the Obligors’ ability to perform under the existing service agreements. Due

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document to the current pandemic's drastic turn in Europe and elsewhere, governmental orders are imposing restrictions on normal and assumed access to both personnel and goods/materials/equipment, as well as imposing new restrictions on working procedures and strict requirements for health and safety on the construction sites, all of which may affect both the completion and future operation of the Properties. A spread of virus amongst the employees of the Obligors, as well any quarantines affecting the employees of the Obligors or the Obligors' facilities, may reduce the possibility of the Obligors' personnel to carry out their work and thereby the affect the Obligors' operations. The current pandemic and any possible future outbreaks of viruses may have an adverse effect on the Obligors' contractors, suppliers and/or the transportation and export/import of goods, resulting in a deficit of material and other input necessary for the completion and operation of the Properties. Furthermore, the Obligors may be adversely affected by the wider macroeconomic effect of the ongoing COVID-19 pandemic and any possible future outbreaks. While the final effects of the COVID-19 pandemic are at this stage difficult to assess, it is possible that it will have substantial negative effect on the economies in jurisdictions relevant to the Obligors. These effects may also take place in case of any possible future outbreaks. Any negative effect on the economy may decrease incomes of the end-customers of the Obligors and the demand for data centres. Such effects may also result in the insolvency of the Obligors' business partners, which could affect the operations of the Obligors, as well as its financial standing. Lastly, in case of an economic downturn, the price of the Bonds and the possibility of the Group to acquire further financing may be adversely affected.

The Obligors and Obligor’s supply chain have found it necessary to take a number of measures in accordance with the authorities’ instructions and advice to protect the public health and the health and safety of personnel. Obligors are continually monitoring the situation and diligently working to mitigate any impact on construction projects. However, despite Obligors' and supply chain’s application of significant mitigating actions, this unprecedented international crisis may impact the ability to deliver the projects on time and within cost budgets. Force majeure clauses have been invoked by the Obligors, and shall in principle lead to additional construction time without penalties if construction progress is hindered by circumstances outside the parties' control, which should not have been taken into account when concluding their respective contracts and whose consequences they could not reasonably have been expected to have avoided or overcome. If progress is impeded for more than six months as a result of extraordinary and unforeseeable circumstances that are outside of the parties' control, either party shall be entitled to terminate the design and build contract. Each force majeure claim requires a concrete and often complex assessment, which can create uncertainty and trigger disputes. Should the customer not agree with the Obligors' assessment of a claim for time extension or the projects be significantly delayed due to other reasons, there is a risk of daily penalty charges/fee credits and termination of the customer service agreements.

1.2.4 Risks related to construction of the Properties

The Obligors are subject to construction risks due to the complexity of building data centre with several dependencies between different suppliers and demanding installations. Such risks may result in for instance cost overruns, defects, delays and other unforeseen events in the development and completion of the Properties. The Obligors are dependent on the services of external construction companies and service providers in connection with the development and construction of its new projects and is thus exposed to risks in case of e.g. unforeseen ground conditions, client initiated changes, default in client deliveries or if a contractor should experience financial or other difficulties.

1.2.5 Environmental risk

Data centers require a substantial energy supply and store diesel tanks on its premises, which both can be harmful to the environment. The business of the data centers is therefore subject to environmental regulation pursuant to both international and local regulations. The Obligors may, accordingly, become subject to claims by public authorities or third parties as a result of environmental or other damages related to the land and the Properties. If the aforementioned risks materialize, this may have a negative impact on the property price and thereby affect recovery in the case of default.

1.2.6 Terminal value risk

The Properties and related assets are inherently difficult to value due to the individual nature of each property and the fact there is not necessarily a liquid market or price mechanism for data centres. As a result, valuations may be subject to substantial uncertainty. There is a risk that conservative estimates of the Properties’ terminal value affect the calculation of the Loan-to-Value covenant which in turn may result in DigiPlex needing to use Financial Covenants Cures to avoid breaching the covenant set in the Bond agreement. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales price.Any future property market recession, and, more specifically, a decrease in the demand for data centre spaces, could materially adversely affect the value of the Properties. Further, as valuations are obtained once every year, the latest valuations, upon which financial covenants and other ratios may be based, may no longer be reflective of the current value of the relevant Properties.

1.2.7 Legal and regulatory risk

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Investments in the Bonds involve certain risks normally associated with investment in data centres and companies providing data centre services, including for example the risk that a party may successfully litigate against anyone of the Obligors, which may result in a reduction in the value of the assets of such Obligor. The directors are not aware of any pending litigation against any of the Obligors. As a result of the Issuer’s business, changes in laws relating to ownership of land, environmental and safety regulations, power taxation, property and data center taxation could have an adverse effect on the costs of the data centers and the value of Bonds. New laws may be introduced which may be retrospective and affect environmental planning, land use and development regulations, for the business of the Issuer, which in turn may affect the Obligors' ability to perform it obligations with respect to the Bonds.

Government authorities at all levels are actively involved in the promulgation and enforcement of regulations relating totaxation, land use and zoning and planning restrictions, environmental protection and safety and other matters. The institution and enforcement of such regulations could have the effect of increasing the expense and/or lowering the income or rate of return for the Obligors, as well as adversely affecting the value of the Properties. Government authorities could use the right of expropriation of the Properties if the requirements for expropriations are satisfied. Any expropriation will entitle the Obligors to compensation, but may irrespective of such compensation negatively affect the Obligors' financial condition as well as the Obligors' ability to comply with their obligations under the Bond Terms and other finance documents.

1.2.8 Risks related to increased maintenance costs

Budgeted maintenance costs of the Properties may not be representative of future maintenance costs. There are significant investments in equipments used in data centres and increase in maintenance and replacement costs on this equipment will have a negative impact on the Issuer's financial condition and operations.

1.3 Other risk

1.3.1 Significant cash requirements to meet debt obligations and sustain operations

The Obligors’ ability to make principal or interest payments when due in respect of its financial indebtedness, including (without limitation) the Obligors’ financial indebtedness in respect of the Bonds, will depend on the Obligors' future performance and its ability to generate cash which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, many of which are beyond the Obligors' control. This risk is increased due to the data centres being set in operation during the period of the Bonds and uncertainties due to operations compared to established data centres. The Bond maturity three years after Issue date puts additional pressure on operational performance being in line with expectations. In addition to debt service, the Obligors will also need significant amounts of cash to fund its business and operations.

The Bonds mature on 12 May 2023 and if the Obligors does not have sufficient cash flows from operations and other capital resources to pay its financial indebtedness and to fund its other liquidity needs, or cash has become trapped in the Obligors due to corporate, tax or contractual limitations, the Obligors may be required to incur new financial indebtedness in order to be able to repay the Bonds at maturity. The type, timing and terms of any future financing will depend on the Obligors' cash needs and the conditions prevailing in the financial markets. If the Obligors are unable to refinance all or a portion of its indebtedness or obtain such refinancing on terms acceptable to the Obligors, the Obligors may be forced to reduce or delay its business activities or capital expenditures or sell assets or raise additional debt or equity financing in amounts that could be substantial. No assurance can be given that the Obligors will be able to accomplish any of these measures in a timely manner or on commercially reasonable terms, if at all. In addition, the terms of the Bond Terms and any future debt may limit the Obligors ability to pursue any of these measures.

1.3.2. Competition/new entrants

The value of the Properties and the amount of revenue generated under each of the service agreements may also be affected by competition from other data centre service providers, or the perceptions of prospective buyers or customers of the attractiveness, convenience and safety of the Properties. Further, new entrants to the data centre market may reduce the demand for White Space, and consequently reduce income for the Obligors.

1.3.4 Risk of changes to the Norwegian tax system

The Obligors business is subject to Norwegian tax regulations. Future actions by the Norwegian government to increase tax rates or to impose additional taxes on the business related to data centers like environmental taxes and energy taxes may reduce the Obligors’ profitability. Revisions to tax legislation or to its interpretation might also affect the Obligors’ financial condition in the future. The Obligors may additionally be subject to periodic tax audits which could result in additional tax assessments relating to past periods of up to ten years being made. Any such

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document assessments could be material which might also affect the Obligors' financial condition in the future as well as the Obligors' ability to comply with its obligations under the Bond Terms and other finance documents.

1.3.5 Third party risk

The Obligors are highly dependent upon the services and products of certain other service providers (such as connection providers and power providers) in order to successfully pursue the business plan of the Obligors and fulfill the terms and conditions in the underlying agreement with the Customer. If certain breaches in the contract with the underlying Customer were to occur as a result of Third Party, this may affect the Obligors financially.

1.3.6 Accounting treatment of lease obligations

The Bond Terms contain provisions excluding certain lease and hire purchase agreements, like for instance of IT equipment, from the definition of "Financial Indebtedness" that would be treated as a finance or capital lease under IFRS when applying IFRS 16. Accordingly, the liabilities presented in the Issuer’s annual and interim financial statements might not be aligned with the Financial Indebtedness as defined under the Bond Terms and as applied for the purpose of any provisions thereof.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

2 Definitions

Articles of Association The articles of association of the Issuer, as amended and currently in effect

DigiPlex Fet 2 annual report 2018 Annual report 2018 for DigiPlex Fet 2 AS

DigiPlex Fet 2 annual report 2019 Annual report 2019 for DigiPlex Fet 2 AS

DigiPlex Holtskogen annual report 2019 Annual report 2019 for DigiPlex Holtskogen AS

DigiPlex Norway Holding 3 annual report 2019 Annual report 2019 for DigiPlex Norway Holding 3 AS

DigiPlex Norway Holding 1 annual report 2019 Annual report 2019 for DigiPlex Norway Holding 1 AS

DFAS2 DigiPlex Fet 2 AS, a company existing under the laws of Norway with registration number 920 030 564.

DHAS DigiPlex Holteskogen AS, a company existing under the laws of Norway with registration number 922 735 573.

Board of Directors The board of directors of the Issuer

Issuer DigiPlex Norway Holding 3 AS, a company existing under the laws of Norway with registration number 924 314 672 and LEI code 549300H5UP0UH5F3LC11.

Group The Issuer and all its (indirect and direct) subsidiaries from time to time

Group Company Any person which is a member of the Group

Guarantor(s) The Parent, DFAS2 and DHAS, provided that the Parent will only be a Guarantor until Practical Completion of both the Initial Datacentres

IFRS International Financial Reporting Standards

ISIN International Securities Identification Number

LEI Legal entity identifier

Manager Pareto Securities AS

Obligors The Issuer and the Guarantors are referred to together

Parent DigiPlex Norway Holding 1 AS, A company existing under the laws of Norway with registration number 922 393 265.

Prospectus The Registration Document together with a Securities Note [and a summary] constitutes the Prospectus.

Registration Document This document dated 29 October 2020

Securities Note Document to be prepared for each new issue of bonds under the Prospectus

VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

3 Persons responsible 3.1 Persons responsible for the information Persons responsible for the information given in the Registration Document are as follows: DigiPlex Norway Holding 3 AS, c/o DigiPlex Norway AS, Ulvenveien 82E, N-0581 Oslo, Norway

3.2 Persons responsible for approving the information The Registration Document has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the Issuer that is the subjet of this Registration Document.

3.3 Declaration by persons responsible DigiPlex Norway Holding 3 AS declares that to the best of its knowledge, the information contained in the Registration document is in accordance with the facts and that the Registration document makes no omission likely to affect its import.

Oslo, 29 October 2020 Cathrine Myhre Telje DigiPlex Norway Holding 3 AS

9 DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

4 Statutory Auditors The statutory auditors for the Issuer and the Guarantors for the period covered by the historical financial information are given in the table below.

Company Year Auditor Auditor’s address Auditor’s membership in a professional body DigiPlex Norway 2019 Pricewaterhouse Dronning Eufemias gt The Norwegian Holding 3 AS Coopers AS 71, N-0194 Oslo, Institute of Public Norway Accountants DigiPlex Fet 2 AS 2018 Pricewaterhouse Dronning Eufemias gt The Norwegian Coopers AS 71, N-0194 Oslo, Institute of Public Norway Accountants DigiPlex Fet 2 AS 2019 Pricewaterhouse Dronning Eufemias gt The Norwegian Coopers AS 71, N-0194 Oslo, Institute of Public Norway Accountants DigiPlex 2019 Pricewaterhouse Dronning Eufemias gt The Norwegian Holtskogen AS Coopers AS 71, N-0194 Oslo, Institute of Public Norway Accountants DigiPlex Norway 2019 Pricewaterhouse Dronning Eufemias gt The Norwegian Holding 1 AS Coopers AS 71, N-0194 Oslo, Institute of Public Norway Accountants

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

5 Information about the Issuer and the Guarantors 5.1 History and development DigiPlex is a Build to Suit (“BTS”) wholesale and colocation provider, specialising in supplying sustainable and cost- efficient data centres capable of delivering uninterrupted power supply and cooling services.

Since its story began in 2001, DigiPlex have evolved into the largest data centre provider in Norway1 and the only Pan-Nordic operator, now operating four centres in Norway, one in Sweden and one in Denmark with a total of ~17,000m2 of white space and ~60 MW of power capacity with sites connected through a dark fibre to data centres. There are, under the auspices of the Issuer, two further data centres currently under construction in the greater Oslo area, scheduled to be completed by Q4 2020/Q1 2021.

The Issuer is a wholly owned subsidiary of DigiPlex Norway Holding 1 AS, being the holding company in the Norwegian group of companies. The Issuer’s wholly owned subsidiaries, DigiPlex Fet 2 AS (“DFAS2”) and DigiPlex Holtskogen AS (“DHAS”), will own and operate the two new datacentres – both of which will be partly financed by the contemplated Bond Issue.

DigiPlex Norway Holding 2 AS, also a wholly owned subsidiary of DigiPlex Norway Holding 1 AS, issued in 2019 a senior secured bond maturing with ISIN NO 0010850050 in April 2024 which is listed on Oslo Børs. DigiPlex Norway Holding 2 AS operates three data centres through its subsidiaries. The ultimate owners of DigiPlex Norway Holding 1 AS are William Conway (through Stupar Holdings Corp.) and James B. Murphy (through various entities).

5.2 Legal and commercial name, domicile and legal form

Legal name Commercial name Domicile Legal form DigiPlex Norway Holding 3 AS DigiPlex Norway Holding 3 Norway Limited liability company DigiPlex Fet 2 AS DigiPlex Fet 2 Norway Limited liability company DigiPlex Holtskogen AS DigiPlex Holtskogen Norway Limited liability company DigiPlex Norway Holding 1 AS DigiPlex Norway Holding 1 Norway Limited liability company

5.3 Place of registration, registration number and LEI code

Legal name Place of registration Registration LEI code number DigiPlex Norway Register of Business 924 314 672 549300H5UP0UH5F3LC11 Holding 3 AS Enterprises, Norway DigiPlex Fet 2 AS Register of Business 920 030 564 549300ICF3UQ6IY2HE37 Enterprises, Norway

1 DNB Markets, credit research pre-issue report DigiPlex Norway Holding 2 AS

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

DigiPlex Holtskogen AS Register of Business 922 735 573 5493000LUKAZJQZCH623 Enterprises, Norway DigiPlex Norway Register of Business 922 393 265 549300U4FCNBZCNLFM46 Holding 1 AS Enterprises, Norway

Legal name Objects and purposes Reference to the articles of association DigiPlex Norway Holding The object of the company is to invest and own § 2 The object of the 3 AS shares, financial instruments, and participations company and rights in other companies, render headquarter-services and activities connected thereto. DigiPlex Fet 2 AS The Company’s business purpose is to offer § 2 The business of the services related to the operation of data centres, company including development of necessary infrastructure, ownership and operation of real property in connection with the business and anything related to such business, and participation in other companies with the same or similar activity. DigiPlex Holtskogen AS The Company’s business purpose is to offer § 2 The business of the services related to the operation of data centres, company including development of necessary infrastructure, ownership and operation of real property in connection with the business and anything related to such business, and participation in other companies with the same or similar activity. DigiPlex Norway Holding The object of the company is to invest and own [§ 2 The object of the 1 AS shares, financial instruments, and participations company] and rights in other companies, render headquarter-services and activities connected thereto.

5.4 Country of incorporation, date of incorporation and legislation Legal name Country of Date of Legislation incorporation incorporation DigiPlex Norway Holding Norway 11 December 2019 Norwegian 3 AS DigiPlex Fet 2 AS Norway 17 November 2017 Norwegian DigiPlex Holtskogen AS Norway 20 March 2019 Norwegian DigiPlex Norway Holding Norway 5 March 2019 Norwegian 1 AS

5.5 Address, telephone and website Legal name Address Telephone Website DigiPlex Norway Holding c/o DigiPlex Norway AS 23 20 78 60 https://www.digiplex.com/ 3 AS Ulvenveien 82E N-0581 Oslo, Norway DigiPlex Fet 2 AS c/o DigiPlex Norway AS 23 20 78 60 https://www.digiplex.com/ Ulvenveien 82E N-0581 Oslo, Norway DigiPlex Holtskogen AS c/o DigiPlex Norway AS 23 20 78 60 https://www.digiplex.com/ Ulvenveien 82E N-0581 Oslo, Norway DigiPlex Norway Holding c/o DigiPlex Norway AS 23 20 78 60 https://www.digiplex.com/ 1 AS Ulvenveien 82E N-0581 Oslo, Norway

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

The information on the websites mentioned above does not form part of the Registration Document unless that information is incorporated by reference into the Registration Document.

5.6 Recent material changes in borrowing and funding structure (i) There have not been any recent material changes in the borrowing and funding structure of the Issuer in 2020.

5.7 Expected financing of activities On 12 May 2020, DigiPlex Norway Holding 3 AS issued a senior secured bond issue of NOK 655 million to finance the DHAS and DFAS2 data centres. The remaining loan amount of NOK 745 million, from the maximum bond issue amount of NOK 1.4 billion, will go towards the financing of any further data centres, contingent on contractual agreements with clients. Net proceeds from the contemplated bond issue would be transferred to an escrow account pledged in favour of bondholders.

On 24 September 2020, DigiPlex Norway Holding 3 AS issued a Tap Issue under bond loan of NOK 180 million to finance an additional data centre at DFAS2. The Tap Issue follows the same terms and conditions as outlined in the senior secured bond described above. The net proceeds from the Tap Issue was released directly from the manager (Pareto Securities) to the one of the the Issuer's earnings accounts on 24 September 2020 as the Issuer had satisfied all conditions precedent for the Tap Issue on or prior to the settlement of the Tap Issue.

In total, NOK 835 million is drawn on the senior secured bond per 30 September 2020.

There are no other events which woud materially affect DigiPlex Norway Holding 3 AS’ solvency.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

6 Business overview DigiPlex is an established data centre builder and operator in the Nordics. Both private and public organisations, including security sensitive customers such as government and financial institutions, trust DigiPlex data centre solutions. In operation since 2001, DigiPlex is one of Europe's longest-standing data centre operators. The DigiPlex group of companies currently operate four facilities in Oslo, Norway, one in Stockholm, Sweden and its newest center in Copenhagen, Denmark.

Two further Norwegian facilities are currently under construction in the greater Olso area, both of which are to be partly financed by the bond and tap issue. One data center was completed and delivered to the customer End of August 2020, while the two next data centres are expected to be delivered in October 2020 and April 2021 respectively.

6.1 Services

IT housing The Group provides safe, secure and fully serviced IT housing for the customer’s mission critical equipment and data. This is delivered in a variety of ways, customised to the customer’s needs. Service levels are tailored to the customer’s exact requirements.

The Group’s serviced IT housing space comes in variable sizes and is available in shared areas, cages or dedicated rooms for enhanced security. Smaller spaces are available by special arrangement.

Power and Cooling DigiPlex IT housing services come with a standard Uninterruptible Power Supply (UPS) power and for the newer data centers, an award-winning2, energy-efficient cooling.

The Group's cooling philosophy incorporates the harvesting of rainwater reducing the cost to deliver critical cooling to customer IT infrastructure. The most effective mechanism provided by the Group for this is free cooling engineering (Air-to-Air).

Energy monitoring The Group's data centres deploy facility-wide energy measuring devices for monitoring both customer ICT and in- house infrastructure power consumption, so that the Group can continuously compute and monitor power usage effectiveness performance.

Added Value Services In addition to IT housing services, the Group offers a range of data center managed services, from which the customer can choose its ideal combination of facilities and operating support. These services are non-recurring and are ordered at demand by the customers. Examples of Added Value Services are installation services, cross connection setup and on-site technicians.

Locations Norway – Oslo – Fet 2 The DigiPlex Fet 2 data centres will consist of two data halls located at the DigiPlex Fetsund campus, adjacent to the current 10MW facility. Due to its extensive power and fiber supplies, the site will be an attractive prospect for Hyperscalers and large colocation clients.

The centres will be equipped with a state-of-the-art cooling system uniquely suited to the Nordic climate, yielding efficiencies and cost savings of up to 25% above the industry average. The facilities will be powered by 100% renewable energy, and the first data centre was operational from August 2020.

Norway – Oslo – Holtskogen The DigiPlex Holtskogen data centre will consist of three data halls located on a 40,000m² plot acquired in Holtskogen Næringspark, with the option to purchase an adjacent 27,000m² plot for the construction of three further data halls. The site is located at a suitable proximity to the DigiPlex Fetsund campus and DigiPlex Ulven for low latency and geo-redundancy.

2 Winner of DCD EMA 2012 “Future Thinking and Design Concepts” and Winner of DCE EMEA 2016 “Most Innovative Energy Solution Award

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

The centre will be equipped with a state-of-the-art cooling system uniquely suited to the Nordic climate, yielding efficiencies and cost savings of up to 25% above the industry average. The facility will be powered by 100% renewable energy, and is expected to be operational from Q4 2020.

6.2 Significant new products or activities

In April 2019, the Group launched its Nordic Connect Platform. The Group's five Nordic sites are home to many of the region’s best-known and most interconnected businesses such as Telenor, Telia, Ice Communications and GlobalConnect. Through the DigiPlex Nordic Connect Platform, companies seeking to connect with counterparts across borders can now operate as easily as if they occupied neighbouring racks in the same facility. The Group also offers access to numerous carriers and internet exchanges expanding the reach to networks/fabrics across the globe.

The DigiPlex Nordic Connect Platform also enables efficient routes to the secure, dedicated and private connections essential to businesses operating in the Cloud. The Group offers connectivity to all major Cloud and Network Service Providers including the first deployment of AWS Direct Connect (Amazon Web Services) in Norway and of Microsoft Azure ExpressRoute for the Nordics through its Ulven data centre in Oslo.

The Nordic Connect Platform has also been designed to help the Group's customers seeking to expand across borders or enter the Nordic market with a single data centre provider. With five Nordic data centres, the Group offers a unique mix of possible Edge deployments in one or several of the region’s capitals: Oslo, Stockholm and Copenhagen. This enables customers to meet demands on for example latency, local regulations, and EU regulations such as GDPR.

6.3 Principal markets

The Issuer has signed three ten-year contracts with a global “Top 3 Hyperscaler”3 for deployment at the DFAS2 and DHAS data centres, of which two are under construction and one is operational. Hyperscalers are IT companies that have the resources and market position to achieve massive scale in computing in order to respond to market demand. These companies typically set up data centres for big data processing and/or cloud computing.

The Hyperscaler may choose to extend said contract for up to three additional five-year intervals and expand their deployment at both sites in the coming years. These contracts have built upon an existing ten-year contract with the Hyperscaler, signed in March of 2019, at the DigiPlex Fetsund data centre.

The demand for more colocation in the Nordics has driven the attractiveness of setting up data centres in the Nordics. Large IT companies (such as Amazon, Facebook, Apple, Microsoft and Google) have shown a particular interest for data centres in the Nordics, having already built in several locations. The reason for this is low power costs, high level of renewable energy, cold climate, reliable power grid, and the stable political climate. Having these attributes, data centres can be launched in Norway (and the Nordics) that may serve other European countries.

3 Canalys Q4 2019 Analysis (https://www.canalys.com/newsroom/canalys-worldwide-cloud-infrastructure-Q4- 2019-and-full-year-2019)

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

7 Organisational structure 7.1 Description of the Group

The Issuer is a limited liability company, incorporated and domiciled in Norway.

The Issuer is a holding company and the parent company of the Group.

The legal structure of the Group including its ownership is shown below.

(DNH2)

7.2 Dependence upon other entities The Issuer is a holding company without any operational revenue.

The Issuer receives contributions from its subsidiaries. Therefore, the Issuer is dependent on the results of the operations of the Issuer's subsidiaries, and their ability to grant contributions to the Issuer.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

8 Trend information 8.1 Prospects and financial performance There has been no material adverse change in the prospects of the Issuer or the Guarantors since the date of their last published audited financial statements.

There has been no significant change in the financial performance of the Group since the end of the last financial period for which financial information has been published to the date of the registration document.

8.2 Outlook The year 2020 will see the completion of two additional data centres in Norway, with DigiPlex Fet 2 being operational from August and DigiPlex Holtskogen expected to be operational by Q4. However, due to the COVID-19 virus’ rapid spread and associated government-imposed restrictions, DigiPlex has experienced some delay on the construction for both of the sites.

Beyond this, the primary focus remains to be on providing highly reliable IT housing services to the Guarantors’ customers; ensuring renewals when due and providing tailor-made solutions to meet new customers’ requirements.

The Issuer is not aware of any additional factors facing the Group other than those outlined in this Prospectus which may have a material effect on the Issuer’s prospects for the current financial year.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

9 Administrative, management and supervisory bodies 9.1 Information about persons

DigiPlex Norway Holding 3 AS Board of Directors

Name Position Business address James Byrne Murphy Chairman c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Wiljar Nesse Member of the board c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway

Byrne Murphy is co-owner and Chairman of the companies in the Group and other DigiPlex entities. He brings more than 30 years experience of making and managing property-led investments and businesses throughout the USA and Europe. He is the former Deputy Chief Executive and co-founder of BAA McArthurGlen, Europe’s largest owner and operator of designer outlet centres and co-founder of Pallazzo Tournabuoni. Byrne is also founding partner and Managing Director of Kitebrook Partners Limited, an international real estate investment company. Byrne received his MBA from University of Virginia and his BA (Cum Laude) from Harvard University.

Wiljar Nesse joined DigiPlex in March 2020 as Chief Executive Officer. He is the former Executive Vice President Financial Services at TietoEVRY. He has also worked at Elkem and AP Dow Jones, and as CEO and part owner of Manamind AS. Wiljar is currently a board member of the trade and employer’s association Abelia, and a selected member of the Confederation of Norwegian Enterprise (NHO) panel for future business and industry in Norway. Wiljar studied at the Norwegian School of Economics and the Karlsruhe Institute of Technology.

Management

Name Position Business address Wiljar Nesse Chief Executive Officer c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Cathrine M. Telje Chief Financial Office c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Fredrik Jansson Chief Strategy & c/o DigiPlex Norway AS, Ulvenveien 82E Marketing/Communications Officer N-0581 Oslo, Norway Dan Oldham Chief Service Delivery Oficer c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Geoff Fox Chief Technology Officer c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Halvor Bjerke Chief Operating Officer c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Haakon Holm-Knapstad Chief HR & Compliance Officer c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Rickard Hilmersson Head of Nordic Sales c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Pete O’Sullivan Head of Security c/o DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway

Wiljar Nesse, please see description under Board of directors above.

Cathrine M. Telje is the Chief Financial Officer for the Group companies. She is an experienced finance professional with more than 20 years in managing positions and a broad background from private equity and publicly listed companies, among others EDB Business Partner ASA (now part of TietoEVRY). Cathrine holds a Master of Business Administration, finance specialization, from the Norwegian School of Economics (NHH) and HEC Paris.

Fredrik Jansson. In his role as CSMO Fredrik oversees DigiPlex's global strategy, marketing and communications efforts. Before joining DigiPlex, Fredrik held several marketing leadership roles at Tata Consultancy Services (TCS) in a distinguished career spanning over a decade. During his time with TCS, the firm grew from $1bn to $16.5 in revenue and from 40,000 to 370,000 employees. His last position at TCS was as Chief Brand Officer responsible for all brand building activities across 21 European markets. Fredrik has won over 40 of the most prestigious European awards for excellence in Branding, Social Media, Marketing, Communications, Thought Leadership,

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Event Management and Sports Sponsorships. He is globally educated with university studies in France (INSEAD), UK (London Business School), USA (Kellogg; Northwestern & University of Florida), Ireland (Trinity College Dublin) and Sweden (Uppsala University).

Dan Oldham is Chief Service Delivery Officer for the Group companies. He is a Chartered Building Services Engineer with broad experience in estate maintenance and construction works in both the public and private sectors. His Data Centre Operations experience is extensive having managed multi-site portfolios across the UK and Europe. Dan has achieved operational success employing different techniques; he has supervised in-house staff and has managed consultants and contractors. Dan’s experience is in matching, developing and improving operational delivery mechanisms and tailoring services to match business and customer needs in the complex business-critical data centre environment.

Geoff Fox is group Chief Technology Officer with responsibility for engineering and innovation across all of the DigiPlex data centres. He is a Building Services and Mechanical Engineer, a member of the Chartered Institute of Building Services Engineers and an Uptime Institute Accredited Design Engineer. He has an extensive experience in Data Centre focussed business unit and technical services team management in both Operational and CapEx roles. Geoff is accountable and responsible for the delivery of the capital works program for DigiPlex, where the key focus is to ensure the designs are future ready and aligned with group business direction. Geoff’s team also provide support to the COO in problem resolution and change management. Geoff has been part of the DigiPlex management team from the outset.

Halvor Bjerke has been delivering IT operations for large companies since his first appointment as a consultant with Cap Gemini in 2000. In 2005 he moved to Amedia Technoloy, progressing with them and taking responsibility as Head of Operations and in January 2012 he was appointed CEO of the company. An offer from DNB to join them as Senior Vice President / Head of Service Integration in 2014 saw him move from media to banking. Halvor was responsible for all IT operations managing IT deliveries from many high-profile Nordic companies, including EVRY, TCS, HCL, Infosys, CSC, NETS and more. When IBM Cloud launched their first SoftLayer based data centre in Scandanavia in 2016, Halvor saw an opportunity to be part of a new journey with an evolving industry. The following year, that same journey brought him to DigiPlex.

Haakon Holm-Knapstad joined the Group in August 2015 as Head of Human Resources. He brings nine years of experience as a HR Business Partner and recruiter. He holds a Master of Science degree in Organisational Psychology and a Bachelor Degree in Business Law - both from Norwegian School of Management. Haakon is the former HR Business Partner for Consulting and System Integration and Managed Services at Tieto Norway AS. Before this he worked six years as a recruiter.

Rickard Hilmersson joined the Group in May 2018 as the Head of Nordic Sales. Ahead of joining the Group, he held the position as Nordic Sales Director for Equinix. Rickard started his career mid-90s in various sales positions in the telco and datacenter industry. He has held several leading positions and has since 2006 been specialized in the co-location market targeting Nordic and international clients. During his career he has been involved in many client’s journey changing from an in-house datacenter solution to a flexible co-location solution meeting clients future need in a changing environment. He has education in Computer Science from HiG and is a dedicated youth sports leader.

Pete O'Sullivan joined the Group in January 2012 and has held several positions related to the Operations of the Group. He is currently the Head of Security, responsible for all data centres of the Group. He has a milityary background and is a Chartered Manager with a broad experience in critical systems facilities developed in a wide range of challenging senior Operational Management roles where critical systems availability is key.

DigiPlex Fet 2 AS Board of Directors

Name Position Business address James Byrne Murphy Chairman DigiPlex Norway AS, Ulvenveien 82E N-0581 Oslo, Norway Wiljar Nesse Member of the board / DigiPlex Norway AS, Ulvenveien 82E CEO N-0581 Oslo, Norway

Please see descriptions under DigiPlex Norway Holding 3 AS above.

Management

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Name Position Business address

Please see descriptions under DigiPlex Norway Holding 3 AS above, as the Management team is responsible for all Group entities.

DigiPlex Holtskogen AS Board of Directors

Please see descriptions under DigiPlex Norway Holding 3 AS above.

Management

Name Position Business address

Please see descriptions under DigiPlex Norway Holding 3 AS above, as the Management team is responsible for all Group enities.

DigiPlex Norway Holding 1 AS Board of Directors

Please see descriptions under DigiPlex Norway Holding 3 AS above.

Management

Name Position Business address

Please see descriptions under DigiPlex Norway Holding 3 AS above, as the Management team is responsible for all Group entities.

9.2 Administrative, management and supervisory bodies conflicts of interest There are no potential conflicts of interest between any duties to the Issuer or the Guarantors of the persons referred to in item 9.1 and their private interests and/or other duties.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

10 Share capital and major shareholders DigiPlex Norway Holding 3 AS The share capital of the Issuer is NOK 35,000 divided into 70 shares at a nominal value of NOK 500 each. The Issuer has only one class of shares.

The Issuer is wholly owned by the Parent.

DigiPlex Fet 2 AS The share capital of DFAS2 is NOK 30,000 divided into 30,000 shares at a nominal value of NOK 1 each. DFAS2 has only one class of shares.

DFAS2 is wholly owned by the Issuer.

DigiPlex Holtskogen AS The share capital of DHAS is NOK 30,000 divided into 30,000 shares at a nominal value of NOK 1 each. DHAS has only one class of shares.

DHAS is wholly owned by the Issuer.

DigiPlex Norway Holding 1 AS The share capital of the Parent is NOK 185,000 divided into 370 shares at a nominal value of NOK 500 each. The Parent has only one class of shares.

The Parent is jointly owned by DigiPlex Norway Acquisitions LLC, DigiPlex Rosenholm LLC, DigiPlex Fet LLC, DigiPlex Fet 2 LLC, and DigiPlex Holtskogen LLC.

The Issuer is not aware of any arrangement or operations of which may at a subsequent date result in a change of control of the Issuers or the Guarantors.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

11 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses 11.1 Historical Financial Information

DigiPlex Norway Holding 3 AS The financial statements of the Issuer have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRSIC") applicable to companies reporting under IFRS.

The accounting policies of the Issuer and the Group are shown in the DigiPlex Norway Holding 3 AS’ annual report 2019, Annex 5, page 6 to 11.

The DigiPlex Norway Holding 3 AS annual report 2019 is attached as Annex 5.

According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical consolidated financial information and financial statements this information is incorporated by reference to the DigiPlex Norway Holding 3 annual report 2019, available in Annex 5. Please see Cross Reference List for complete references.

Historical financial information is available on the pages shown below.

Interim report Annual Report Q2 2020 2019 DigiPlex Norway Holding 3 AS Page(s) Page(s) Balance sheet

19 Income statement

20 Statement of financial position

22 Statement of cash flow

Accounting policies and explanatory 23-24 notes

23-28 Notes

Group

Consolidated income statement 3 2

Consolidated statement of financial 4 3 position

Consolidated statement of cash flow 6 5

Notes 7-9 6-18

DigiPlex Fet 2 AS The financial statements of DFAS2 have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRSIC") applicable to companies reporting under IFRS

The accounting policies of the DFAS2 are shown in the DigiPlex Fet 2 annual reports for 2018, annex 10, page 4 and for 2019, annex 6, pages 6 and 7.

According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the DigiPlex Fet 2 annual report 2019, available in Annex 6. Please see Cross Reference List for complete references.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Historical financial information is available on the pages shown below.

Annual Report Annual Report 2018 2019 DigiPlex Fet 2 AS Page(s) Page(s)

Income statement 1 2

Statement of financial position 2-3 3-4

Statement of cash flow N/A 5

Accounting policies and explanatory notes 4 6-7

Notes 5-6 8-12

*) including comparative figures for previous year/period

DigiPlex Holtskogen AS The financial statements of DHAS have been prepared in accordance with the Accounting Act and Norwegian Generally Accepted Accounting Principles for small enterprises (NGAAP).

The accounting policies of DHAS are shown in the DigiPlex Holstskogen annual report 2019, Annex 7, page 5 to 7.

According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the DigiPlex Holtskogen annual report 2019, available in Annex 7. Please see Cross Reference List for complete references.

Historical financial information is available on the pages shown below.

Annual Report 2019 DigiPlex Holstskogen AS Page(s)

1 Income statement

2-3 Statement of financial position

4 Statement of cash flow

Accounting policies and explanatory notes 5-7

Notes 7-10

*) including comparative figures for previous year/period

DigiPlex Norway Holding 1 AS The financial statements of the Issuer have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRSIC") applicable to companies reporting under IFRS.

The accounting policies of the Parent are shown in the DigiPlex Norway Holding 1 AS annual reports for 2019, Annex 8, pages 6 to 12.

According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the DigiPlex Norway Holding 1 annual report 2019, available in Annex 8. Please see Cross Reference List for complete references.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Annual Report 2019 DigiPlex Norway Holding 1 AS Page(s)

Income statement 23

Statement of financial position 24

Statement of cash flow 26

Accounting policies and explanatory 27-28 notes

Notes 29-32

Group

Consolidated income statement 2

Consolidated statement of financial 3 position

Consolidated statement of cash flow 4

Notes 6-22

11.2 Auditing of historical financial information

DigiPlex Norway Holding 3 AS The historical financial information for 2019 has been audited. The audit has been conducted in accordance with laws, regulations, and auditing standards and practises generally accepted in Norway, including International Standards on Auditing (ISAs).

A statement of audited historical financial information is given in the DigiPlex Norway Holding 3 annual report 2019, annex 5, pages 34 to 36. Please see Cross Reference List for complete references.

DigiPlex Fet 2 AS 2018 The historical financial information for 2018 has been audited. The audit has been conducted in accordance with laws, regulations, and auditing standards and practises generally accepted in Norway, including International Standards on Auditing (ISAs).

A statement of audited historical financial information is given in the DigiPlex Fet 2 annual report 2018, annex 10, pages 7 to 9. Please see Cross Reference List for complete references.

2019 The historical financial information for 2019 has been audited. The audit has been conducted in accordance with laws, regulations, and auditing standards and practises generally accepted in Norway, including International Standards on Auditing (ISAs).

A statement of audited historical financial information is given in the DigiPlex Fet 2 annual report 2019, annex 6, pages 13 and 14. Please see Cross Reference List for complete references.

DigiPlex Holtskogen AS The historical financial information for 2019 has been audited. The audit has been conducted in accordance with laws, regulations, and auditing standards and practises generally accepted in Norway, including International Standards on Auditing (ISAs).

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

A statement of audited historical financial information is given in the DigiPlex Holtskogen annual report 2019, annex 7, pages 12 and 13. Please see Cross Reference List for complete references.

DigiPlex Norway Holding 1 AS The historical financial information for 2019 has been audited. The audit has been conducted in accordance with laws, regulations, and auditing standards and practises generally accepted in Norway, including International Standards on Auditing (ISAs).

A statement of audited historical financial information is given in the DigiPlex Norway Holding 1 annual report 2019, annex 8, pages 41 to 43. Please see Cross Reference List for complete references.

11.3 Legal and arbitration proceedings

DigiPlex Norway Holding 3 AS There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the past 12 months which may have, or have had in the recent past significant effects on Issuer or the Group’s financial position or profitability.

DigiPlex Fet 2 AS There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware) in the past 12 months which may have, or have had in the recent past significant effects on company’s financial position or profitability.

DigiPlex Holtskogen AS There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware) in the past 12 months which may have, or have had in the recent past significant effects on company’s financial position or profitability.

DigiPlex Norway Holding 1 AS There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the past 12 months which may have, or have had in the recent past significant effects on Issuer or the Group’s financial position or profitability.

11.4 Significant change in the financial position

DigiPlex Norway Holding 3 AS There has been no significant change in the financial position of the Issuer which has occurred since the end of the last financial period for which audited financial information or interim financial information have been published.

DigiPlex Fet 2 AS There has been no significant change in the financial position of the company which has occurred since the end of the last financial period for which audited financial information or interim financial information have been published.

DigiPlex Holtskogen AS There has been no significant change in the financial position of the company which has occurred since the end of the last financial period for which audited financial information or interim financial information have been published.

DigiPlex Norway Holding 1 AS There has been no significant change in the financial position of the company which has occurred since the end of the last financial period for which audited financial information or interim financial information have been published.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

12 Material contracts

There are no material contracts that are entered into which is not part of the ordinary course of the issuer’s business, which could result in any group member being under an obligation or an entitlement that is material to the issuer’s ability to meet its obligations to security holders in respect of the securities being issued.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

13 Documents available

For the term of the Registration Document the following documents, where applicable, can be inspected at the websites/in the annexes stated in clause 5.5, respectively:

(a) the up to date memorandum and articles of association of the relevant company;

(b) all reports, letters, and other documents, valuations and statements prepared by any expert at the company's request any part of which is included or referred to in the Registration Document.

14 Third party information and statement by experts and declarations of any interest 14.1 Third party information None of the information presented in this Registration Document has been sourced from a third party.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Cross Reference List

Reference in Refers to Details Registration Document 11.1 Historical DigiPlex Norway Holding 3 AS annual report Accounting policies for the Group, page 6-11 Financial 2019, Information available in Annex 5 Group: Consolidated income statement, page 2 Consolidated statement of financial position, page 3 Consolidated statement of cash flow, page 5 Notes, pages 6-18 DigiPlex Fet 2 AS annual report 2019, Accounting policies for the company, page 6-7 available in Annex 6 Income statement, page 2 Statement of financial position, page 3-4 Statement of cash flow, page 5 Notes, pages 6-12 DigiPlex Fet 2 AS annual report 2018, Accounting policies for the company, page 4 available in Annex 10 Income statement, page 1 Statement of financial position, page 2-3 Statement of cash flow, n/a Notes, pages 5-6 DigiPlex Holtskogen AS annual report 2019, Accounting policies for the company, page 5-7 available in Annex 7 Income statement, page 1 Statement of financial position, page 2-3 Statement of cash flow, page 4 Notes, pages 5-10 DigiPlex Norway Holding 1 AS annual report Accounting policies for the Group, page 6-12 2019, available in Annex 8 Group: Consolidated income statement, page 2 Consolidated statement of financial position, page 3 Consolidated statement of cash flow, page 4 Notes, pages 6-12 11.2 Auditing of DigiPlex Norway Holding 3 AS annual report Auditor’s report, pages 34-36 historical 2019, available in Annex 5 financial information DigiPlex Fet 2 AS annual report 2019, Auditor’s report, pages 13-14 available in Annex 6 DigiPlex Fet 2 AS annual report 2018, Auditor’s report, pages 7-9 available in Annex 10 DigiPlex Holtskogen AS annual report 2019, Auditor’s report, pages 12-13 available in Annex 7 DigiPlex Norway Holding 1 AS annual Auditor’s report, pages 41-43 report, available in Annex 8

References to the above-mentioned documents are limited to information given in “Details”, e.g. that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the Prospectus.

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Manager’s disclaimer

Pareto Securities AS, the Manager, has assisted the Issuer in preparing the Registration Document. The Manager has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and the Manager expressly disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with the issuance or distribution of bonds by the Issuer.

This Registration Document is subject to the general business terms of the Manager, available at its website. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Manager may prevent employees of the Manager who are preparing this Registration Document from utilizing or being aware of information available to the Manager and/or any of its affiliated companies and which may be relevant to the recipient's decisions.

Each person receiving this Registration Document acknowledges that such person has not relied on the Manager, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Oslo, 29 October 2020

Pareto Securities AS (www.paretosec.com)

DigiPlex Norway Holding 3 AS, Prospectus of 29 October 2020 Registration Document

Annex 1 Articles of Association for DigiPlex Norway Holding 3 AS

Annex 2 Articles of Association for DigiPlex Fet 2 AS

Annex 3 Articles of Association for DigiPlex Holtskogen AS

Annex 4 Articles of Association for DigiPlex Norway Holding 1 AS

Annex 5 Annual Report 2019 for DigiPlex Norway Holding 3 AS

Annex 6 Annual Report 2019 for DigiPlex Fet 2 AS

Annex 7 Annual Report 2019 for DigiPlex Holtskogen AS

Annex 8 Annual Report 2019 for DigiPlex Norway Holding 1 AS

Annex 9 Quarterly Report Q2 2020 for DigiPlex Norway Holding 3 AS

Annex 10 Annual Report 2018 DigiPlex Fet 2 AS

Annex 1

Articles of Association for DigiPlex Norway Holding 3 AS

In case of discrepancy, the Norwegian version shall prevail

DigiPlex Norway Holding 3 AS DigiPlex Norway Holding 3 AS Org.nr. 924314672 Entity No. 924314672 Vedtekter Articles of Association Sist endret 19.02.2020 Last amended on 19.02.2020

§ 1 – Selskapets navn § 1 – The company’s name Selskapets navn er DigiPlex Norway Holding 3 AS The name of the company is DigiPlex Norway Holding 3 AS.

§ 2 – Selskapets virksomhet § 2 – The object of the company Selskapets formål er å investere i og eie aksjer, finansielle The object of the company is to invest and own shares, financial instrumenter, og andeler og rettigheter i andre selskaper, yte instruments, and participations and rights in other companies, hovedkontortjenester samt annen virksomhet som står i naturlig render headquarter-services and activities connected thereto. forbindelse med dette.

§ 3 – Aksjekapital § 3 – Share capital and shares Selskapets aksjekapital er NOK 35.000 fordelt på 70 aksjer, The share capital of the company is NOK 35.000, divided into hver pålydende NOK 500. 70 shares, each having a nominal value of NOK 500.

§ 4 – Signatur § 4 – Board of directors and signatory power Selskapets firma tegnes av styrets leder. The company is represented by the chairman of the board.

§ 5 – Overdragelse av aksjer § 5 – Transfer of shares Aksjeeierne har ikke forkjøpsrett til aksjer som overdras eller for The shareholders do not have any preferential right to acquire øvrig skifter eier. Erverv av aksjer er ikke betinget av samtykke shares that are transferred, or otherwise change owner. Transfer fra styret. of shares is not subject to approval from the board of directors.

Annex 2

Articles of Association for DigiPlex Fetsund 2 AS

In case of discrepancy, the Norwegian version shall prevail

DigiPlex Fet 2 AS DigiPlex Fet 2 AS Org.nr. 920030564 Entity No. 920030564 Vedtekter Articles of Association Sist endret 19.02.2020 Last amended on 19.02.2020

§ 1 – Firma § 1 – The company’s name Selskapets foretaksnavn er DigiPlex Fet 2 AS The name of the company is DigiPlex Fet 2 AS.

§ 2 – Selskapets virksomhet § 2 – The business of the company Selskapets formål er å tilby tjenester knyttet til drift av The business of the Company is to offer services related to datasenter for sikker drift av IT-utrustning (IT-housing), og operation of data centre for secure operation of IT housing and inkluderer utbygging av nødvendig infrastruktur i et slikt senter, includes development of necessary infrastructure in such å eie og drive fast eiendom i tilknytning til virksomheten og alt centre, to own and operate real property in connection with the annet som står i tilknytning til slik virksomhet, samt delta i andre business and anything related to such business, including selskaper med tilsvarende eller lignende virksomhet. participation in other companies with the same or similar activity.

§ 3 – Aksjekapital og aksjer § 3 – Share capital and shares Selskapets aksjekapital er NOK 30.000, fordelt på 30.000 The share capital for the company is NOK 30.000, divided into aksjer, hver pålydende NOK 1. 30.000 shares, each with a par value of NOK 1.

§ 4 – Styre og signatur § 4 – Board of directors and signatory power Selskapets styre skal bestå av 1 – 5 medlemmer. The board of directors shall consist of 1 – 5 members Selskapets firma tegnes av styrets leder alene. The chairman of the board is authorized individually to sign on behalf of the company.

§ 5 – Ordinær generalforsamling § 5 – Annual general meeting På den ordinære generalforsamlingen skal følgende saker The annual general meeting shall deal with the following behandles og avgjøres: matters: i) Godkjennelse av årsregnskapet og årsberetningen, i) Adoption of annual accounts and the annual report, herunder utdeling av utbytte; og including distribution of dividend; and ii) Andre saker som etter loven eller vedtektene hører ii) Such other matters as, according to law or the articles under generalforsamlingen. of association, falls within the duties of the general meeting.

§ 6 – Overdragelse av aksjer § 6 – Transfer of shares Aksjeeierne har ikke forkjøpsrett til aksjer som overdras eller for The shareholders do not have any preferential right to acquire øvrig skifter eier. Erverv av aksjer er ikke betinget av samtykke shares that are transferred, or otherwise change owner. Transfer fra styret. of shares is not subject to approval from the board of directors.

Annex 3

Articles of Association for DigiPlex Holtskogen AS

In case of discrepancy, the Norwegian version shall prevail

DigiPlex Holtskogen AS DigiPlex Holtskogen AS Org.nr. 922735573 Entity No. 922735573 Vedtekter Articles of Association Sist endret 27.09.2019 Last changed on 27.09.2019

§ 1 – Firma § 1 – The company’s name Selskapets foretaksnavn er DigiPlex Holtskogen AS The name of the company is DigiPlex Holtskogen AS.

§ 2 – Selskapets virksomhet § 2 – The business of the company Selskapets formål er å tilby tjenester knyttet til drift av The business of the Company is to offer services related to datasenter for sikker drift av IT-utrustning (IT-housing), og operation of data centre for secure operation of IT housing and inkluderer utbygging av nødvendig infrastruktur i et slikt senter, includes development of necessary infrastructure in such å eie og drive fast eiendom i tilknytning til slik virksomhet, samt centre, to own and operate real property in connection with the delta i andre selskaper med tilsvarende eller lignende business and anything related to such business, including virksomhet. participation in other companies with the same or similar activity.

§ 4 – Styre og signatur § 4 – Board of directors and signatory Selskapets styre skal bestå av 1 – 5 medlemmer. The board of directors shall consist of 1 – 5 members Selskapets firma tegnes av styrets leder alene. The chairman of the board is authorized individually to sign on behalf of the company.

§ 6 – Overdragelse av aksjer mv. § 6 – Transfer of shares Overdragelse av aksjer er betinget av samtykke fra styret. Transfer of shares is subject to consent by the board. Aksjeeierne har forkjøpsrett til å overta aksjer som har skiftet The shareholders hold pre-emption right to shares that has eier. been transferred.

Annex 4

Articles of Association for DigiPlex Norway Holding 1 AS

VEDTEKTER ARTICLES OF ASSOCIATION

DIGIPLEX NORWAY HOLDING 1 AS DIGIPLEX NORWAY HOLDING 1 AS

(org.nr. 922 393 265) (Reg. no. 922 393 265)

(sist endret 11. desember 2019) (last amended 11 December 2019)

§ 1 Selskapets navn § 1 Company name

Selskapets navn er DigiPlex Norway Holding The name of the company is DigiPlex Norway 1 AS. Holding 1 AS.

§ 2 Selskapets virksomhet § 2 The object of the company

Selskapet formål er å investere i og eie The object of the company is to invest and own aksjer, finansielle instrumenter, og andeler shares, financial instruments, and participations og rettigheter i andre selskaper, yte and rights in other companies, render hovedkontortjenester samt annen headquarter-services and activities connected virksomhet som står i naturlig forbindelse thereto. med dette.

§ 3 Aksjekapital § 3 The Share Capital

Selskapets aksjekapital er NOK 185 000 The share capital of the Company is fordelt på 370 aksjer, hver pålydende NOK 185,000 divided into 370 shares, each NOK 500. having a nominal value of NOK 500.

§ 4 Signatur § 4 Signatory rights

Selskapets firma tegnes av styrets leder. The Company is represented by the chairman of the board.

Annex 5

Annual Report 2019 for DigiPlex Norway Holding 3 AS

2019

DigiPlex Norway Holding 3 AS

Annual Report 2019 Board of Directors’ report 2019

We are pleased to present the 2019 annual financial report for Digiplex Norway Holding 3 AS (the “Group”).

BACKGROUND The Group designs, builds and operates sustainable and secure data centres. DigiPlex is carrier- neutral and offers connectivity to all major cloud and network service providers. DigiPlex offers best-in-class services with the highest possible availability and is trusted by public and private customers alike – including security sensitive organisations such as government and financial institutions with mission-critical applications. DigiPlex’s three existing data centres are powered by electricity produced from 100% sustainable sources.

DigiPlex Norway Holding 3 AS was founded in December 2019 and, through contribution in kind became the parent company for two wholly owned subsidiaries, DigiPlex Fet 2 AS and DigiPlex Holtskogen AS, the latter of which in turn owns one company (together the Group). The Group currently has two data centres under construction, and expects to become operational at both sites during 2020. The consolidated financial statements are presented based on predecessor accounting of the subsidiaries.

REGULATORY DEVELOPMENTS As at the date of this report, the Board is not aware of any current, or potential, regulatory/political changes that may cause any risk to the operations of the Group.

GOING CONCERN The Board is of the opinion that the financial statements give a true and fair view of the activities of the Group.

In accordance with the Norwegian Accounting Act section 3-3, the Board confirms that the conditions for continued operations as a going concern are present for the Group and that the annual financial statements have been prepared under this presumption. This presumption is based on the Group’s cash flow forecasts. We are confident that the ongoing Covid-19 crisis will have no significant negative economic impact on the Group (please find further comments under “Outlook – subsequent events”).

RISK MANAGEMENT AND INTERNAL CONTROL The administration ensures that the Group has satisfactory internal control functions and appropriate systems for risk management tailored to its operations and in accordance with the Group’s core values, ethical guidelines and social responsibility policy. The Board, at a minimum, on an annual basis conducts a review of the Group’s most important risk areas and its internal control functions.

The administration prepares periodic activity reports which are considered at Board meetings. These reports are based on management reviews of the various parts of the business, and contain an update of the status in relation to targets, important operational conditions, financial conditions, and a description of the status of risk areas. Quarterly financial reports are also prepared and subsequently reviewed by the Board ahead of publishing.

The facilities are fully compliant with the International Organisation for Standardisation (ISO) recognised standards for quality, security, safety and environmental management. ISO standards are the most widely accepted globally. The Group’s current ISO certifications are; • ISO 9001:2015 Quality Management; • ISO 14001:2015 Environmental Management; • ISO 27001:2013 Information Security Management; and • ISO 45001:2018 Health and Safety Management.

RISKS The Group’s activities expose it to a variety of financial risks namely; market risk (including foreign exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Risk management is carried out by the Group’s finance department, covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investment of excess liquidity. Major risks and/or deviations are reported to the Board on a regular basis.

Market risk The Group operates nationally and is therefore exposed to limited foreign exchange risk.

Credit risk Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to customers, including outstanding receivables and committed transactions. Management assesses the credit quality of the customer, taking into account its ﬁnancial position, past experience and other factors. Credit risk related to bank insolvency is closely monitored.

Liquidity risk The Group’s finance department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining sufficient headroom at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

The Board is not aware of any additional financial risk factors facing the Group other than those outlined in this report.

HEALTH, SAFETY AND WORK ENVIRONMENT The Group had noe employees in 2019.

EXTERNAL ENVIRONMENT Within our environmental impact it is energy use and consequently carbon emissions that determine the biggest part of our environmental agenda. The Group is committed to operating sustainably with continuous improvements in environmental performance.

Our aim is to be the most environmentally friendly data centre provider in Europe and we have put this into action with our fiercely competitively low PUE (Power Usage Effectiveness) achievements to date. We particularly welcome the opportunity to work with our customers and help them to achieve their own environmental performance improvement goals. With the above processes and initiative in place, the Board is very proud of the comparably small environmental footprint that it leaves behind.

CORPORATE SOCIAL RESPONSIBILITY The Group’s policy is designed and implemented to help tackle the challenges we face in today’s society. The DigiPlex policy ensures that we responsibly and fairly recruit and manage DigiPlex employees on the basis of competence and performance regardless of age, nationality, race, gender, religious beliefs, sexuality, physical ability or cultural background. We strive on our ability to provide our customers an unprecedented level of support and flexibility in all aspects of providing a Data Centre service and do so in a manner that ensures our businesses future and the prosperity of all stakeholders involved.

The Group is committed to maintaining an open working environment in which employees and contractors are able to report instances of unethical, unlawful or undesirable conduct without fear of intimidation or reprisal. In order to maintain a current and effective responsibility strategy we promote transparency in the actions of all stakeholders and act on all relevant concerns highlighted for attention.

We take the responsibility of fairness and equality beyond our own walls and ensure that external parties with whom we engage in business are also focused on their responsibility to the wider community. The Group’s tendering process clarifies whether the supplier has established its own policy and guidelines for corporate social responsibility, and whether it has been involved in incidents related to corruption, child labour or breaches of human rights or the rights of employees to unionise.

Information on such matters is obtained from the suppliers themselves or from other investigations. Possible conditions uncovered will be significant in qualifying the supplier for participation in the tendering process.

RESEARCH AND DEVELOPMENT The Group is continually undertaking confidential research and development with the view of improving its processes, customer service, costs and its environmental footprint.

DIGIPLEX NORWAY HOLDING 3 AS The parent company, Digiplex Norway Holding 3 AS, has a solid financial position. The Board confirms that the conditions for continued operations as a going concern are present for the parent company and the group as a whole, and that the annual financial statements have been prepared under this presumption. No circumstances have occurred since the end of the year that are important in the assessment of the company. However, reference is made to the below section regarding outlook and subsequent events. Digiplex Norway Holding 3 AS had no profit or loss in 2019, thus nothing to allocate.

The company has a book equity of NOK 436.6 million at the end of 2019. The company had no employees as of 31 December 2019, and does not pollute the external environment. The company's head office is in Oslo

OUTLOOK AND SUBSEQUENT EVENTS In 2020, the primary goal is continued focus on providing highly reliable IT housing services to our customers; ensuring renewals when due and providing tailor-made solutions to meet new customers’ requirements. Nordic cloud adoption is rapidly outpacing the rest of the market driving strong hyperscale demand for local infrastructure. DigiPlex is the only Pan-Nordic provider of reliable, sustainable and cost-efficient data centres, and the largest operator in Norway.

International customers are increasingly attracted to Norway because of its cool climate, low cost 100% renewable energy and proximity to large European markets. DigiPlex has been building on these natural advantages for nearly two decades by securing premium land and bringing in the engineering and deployment capability to meet the specific requirements of these global businesses. DigiPlex thus sees a stable and growing demand for its services.

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex is closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. The Board and Management are strongly committed to continue serving the customers while ensuring the safety of employees, customers, contractors and suppliers. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical.

The Group follows the information and recommendations from local authorities in Norway. The following actions have been taken:

• DigiPlex have pooled all available resources across the business into a “COVID-19 Response Team”, significantly strengthening its ability to plan for different scenarios and monitor the threat levels and best practice for each of the data centers.

• DigiPlex implemented a full segregation of the work force on March 9th with several dedicated teams at each location. Members of these teams are not permitted to travel

between DigiPlex locations or physically interact with members of other dedicated teams. DigiPlex has invoked the same segregation for our contractors and suppliers to the extent practicably possible.

• The Group has significantly increased safety protocols across the data centers including implementing heightened sanitary measures, placing signage in the facilities and advising visitors and staff how to minimize the risk of infection. For DigiPlex employees guidelines have been invoked involving no business travel, working from home for all non-critical onsite staff, avoiding crowds, etc.

• On Friday March 13th, DigiPlex sites closed for all visits and deliveries except those deemed business critical. Customer dialogue is ongoing to ensure business critical access while at the same time ensuring the health and safety of all that interact with the facilities.

As the Group’s data centres form part of services that are critical for society, and its customers are mainly larger public and private corporations, no loss of revenue or of accounts receivable have been registered. The Group’s liquidity situation is strong, and the data centres have been able to continue the 100% delivery to customers, as such the Board does not expect any significant negative effects for the financial results for 2020. In summary, the Board is confident that the Group will exit this period stronger than before.

The Board is not aware of any additional risk factors facing the Group other than those outlined in this report.

Oslo, 31 August 2020

James Byrne Murphy Wiljar Nesse Chairman of the Board Board member / CEO

DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Consolidated statement of comprehensive income

2019 2018 Amounts in NOK '000. Note

Revenue from services 0 0 Revenue from goods sold 1 0 Total revenue 1 0

Cost of goods sold - 1 0 Employee benefits expense 14 0 0 Other operating expenses 14 - 4 461 - 11 EBITDA - 4 460 - 11

Depreciation and amortisation 6 0 0 Operating profit - 4 460 - 11

Finance income 15 669 2 Finance costs 15 - 382 0 Net financial gains/(losses) 287 2

Profit/(loss) before tax - 4 173 - 9

Income tax expense/(benefit) 10 918 2

Profit/(loss) for the period - 3 255 - 7

Profit/(loss) for the year attributable to the shareholders - 3 255 - 7

Other comprehensive income: Items that may be reclassified to profit or loss 0 0 Items that will not be reclassified to profit or loss 0 0 Other comprehensive income, net of tax 0 0

Total comprehensive income/(loss) for the period - 3 255 - 7

Total comprehensive income/(loss) attributable to shareholders - 3 255 - 7

Page 2 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Consolidated statement of financial position

31.12.2019 31.12.2018 Amounts in NOK '000. Note

ASSETS

Non-current assets Deferred tax asset 10 940 2 Property, plant and equipment 6 225 127 12 475 Other non-current assets 6 279 0 Total non-current assets 232 346 12 477

Current assets Trade and other receivables 7 2 533 2 619 Public tax receivables 7 323 0 Cash and cash equivalents 8 68 041 10 584 Total current assets 77 897 13 203

TOTAL ASSETS 310 242 25 680

EQUITY AND LIABILITIES

Equity Paid-in equity Share capital 9 35 35 Share premium reserve 9 0 12 Total paid-in equity 35 47

Earned equity Other equity - 3 243 0 Total earned equity - 3 243 0

Total equity - 3 208 47

Liabilities Non-current liabilities Borrowings 11 233 500 15 500 Total non-current liabilities 233 500 15 500

Current liabilities Trade payables and other liabilities 13 79 950 10 132 Total current liabilities 79 950 10 132

Total liabilities 313 450 25 632

TOTAL EQUITY AND LIABILITIES 310 242 25 680

Page 3 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Consolidated statement of changes in equity

Share premium Amounts in NOK '000. Note Share capital reserve Other equity Total equity

Balance at 1 January 2019 10 35 12 0 47

Loss for the period 0 - 12 - 3 243 - 3 255 Other comprehensive income 0 0 0 0 Balance at 31 December 2019 10 35 0 - 3 243 - 3 208

Balance at 1 January 2018 10 35 19 0 54

Profit for the period 0 - 7 - 7 Adjustment 0 0 0 0 Other comprehensive income 0 0 0 0 Balance at 31 December 2018 10 35 12 0 47

Page 4 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Consolidated statement of cash flow

2019 2018 Amounts in NOK '000. Note

Cash flows from operating activities

Profit before income tax - 4 173 0

Adjusted for: Financial activities 15 - 287 0 Change in trade and other receivables 7 - 13 871 - 2 619 Change in trade and other payables 13 17 086 4 089 Net cash from operating activities - 1 245 1 470

Cash flows from investing activities Purchase of property, plant and equipment 6 - 159 649 - 6 386 Interest received 15 356 0 Net cash from investing activities - 159 293 - 6 386

Cash flows from financing activities Issue of shareholder loans 11 218 000 15 500 Interests paid 15 - 5 0 Net cash from financing activities 217 995 15 500

Net change in cash and cash equivalents 57 457 10 584 Carried forward cash and cash equivalents 10 584 0 Cash and cash equivalents on closing date 8 68 041 10 584

Of which restricted cash and cash equivalents 8 0 0

Page 5 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Group notes

Note 1 - General information

DigiPlex Norway Holding 3 AS ("the Company") is a Norwegian private limited liability company incorporated on 11 December 2019 and regulated by the Norwegian Private Limited Liability Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with company registration number 924314672, its registered business address is Ulvenveien 82E, 0581 Oslo, Norway.

DigiPlex Norway Holding 3 AS is the parent company for two wholly owned subsidiaries, DigiPlex Fet 2 AS and DigiPlex Holtskogen AS, the latter of which in turn owns one company (together the Group). The Group companies provide highly secure, high-powered, energy-efficient and carrier- neutral data centre space for their customer's information and communication technology equipment.

The ownership of the subsidiaries was transferred from the parent company by a contribution in kind on 11 December 2019. As the parent company has no other activity than owning the shares in the subsidiaries, predecessor accounting has been applied when showing the Group activity. The Group business going forward will be based on the subsidiaries as a combination of entities under common control using book values for the individual entities.

The financial statements are presented in thousand Norwegian Kroner (NOK '000).

The financial statements for the Group and Company for the year ended 31 December 2019 were authorised for issue by the Board of Directors on 31 August 2020. The financial statements will be approved by the shareholders meeting on 31 August 2020.

Note 2 - Summary of significant accounting policies

The financial statements have been prepared on a historical cost basis, and in accordance with IFRS as adopted by the EU, and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group’s accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements are disclosed in the notes to these financial statements.

The financial statements have been prepared on a going concern basis.

2.1 Consolidation

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations.

For business combinations under common control the group has used predecessor accounting se further note 3.1. For comparison purposes the accounts are prepared as if the combination took place 1 January 2019.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

2.2 Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer. Significant aquisition costs related to new service conctracts are amortised over the contract period.

2.2.1 Sales of services When operational, the Group will provide IT housing services including engineering support, connectivity and other IT services. The Group recognises revenue from rendering of services over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue over time by measuring the progress towards complete satisfaction of the services. The method applied is the one that most faithfully depicts our progress towards complete satisfaction of the performance obligation.

2.2.2 Sales of goods The Group recognises revenue from the sale of goods at the point in time when control of the goods is transferred to the customer. Control of an asset refers to the ability to direct the use of and obtain substantially all of the remaining benefits from the asset, and the ability to prevent others from directing the use of and receiving the benefits from the asset. Revenue is generally recognised on delivery of the goods.

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2.3 Segment reporting

The Group companies are not yet operational, and thus the Group has not yet defined any operating segments.

2.4 Classification of balance sheet items

Assets intended for long term ownership or use have been classified as fixed assets. Assets relating to the trading cycle have been classified as current assets. Other receivables are classified as current assets if they are to be repaid within one year after the transaction date. Similar criteria apply to liabilities. Instalments payable or receivable within one year on long term liabilities and long term receivables are classified as short term liabilities and current assets.

2.5 Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

When the Group's companies are operational, Trade receivables will be recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

2.6 Cash and cash equivalents

Cash and cash equivalents are classified at amortised cost. In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks.

2.7 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.8 Foreign currencies

(i) Presentation currency The financial statements of the Group are presented in Norwegian kroner (NOK).

(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges. All other foreign exchange gains and losses are presented in the income statement within ‘Other gains and losses’.

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2.9 Taxation

Income tax expense represents the current tax calculated on taxable profits for the year, any adjustments in respect of prior periods and the deferred tax charge or credit for the year.

The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted by the reporting date.

Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax is calculated at the tax rates that have been enacted and that are expected to apply in the year when the liability is settled or the asset realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

2.10 Property, plant and equipment

Fixed assets are reflected in the balance sheet, initially measured at cost. A significant construction or modification work is reflected as Assets under construction until the datahall is operational. Fixed assets are depreciated to residual value over the asset's expected useful life on a straight-line basis. Assets under construction are not depreciated. If changes in the depreciation plan occur the effect is distributed over the remaining depreciation period. Direct maintenance of an asset is expensed under operating expenses as and when it is incurred. Additions or improvements are added to the asset's cost price and depreciated together with the asset. The split between maintenance and additions/improvements is calculated in proportion to the asset's condition at the acquisition date. Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement for the period.

2.11 Impairment of tangible assets

On an annual basis, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The test is performed on the lowest level of fixed assets at which independent cash flows can be identified (Cash Generating Unit - CGU).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years.

2.12 Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the management’s best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present value where the effect is material.

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2.13 Financial instruments

2.13.1 General principles and definitions

Recognition and derecognition Regular purchases and sales of financial assets are recognised on the transaction date and financial liabilities are recognised at the settlement date. On initial recognition of a financial asset or liability, it is measured at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

Financial assets are derecognised when the contractual rights to cash flows from the financial asset expire or when the group transfers the financial asset in a transaction where all or virtually all risk and opportunities for profit related to ownership of the asset are transferred. Financial liabilities are derecognised from the balance sheet when they have ceased to apply – in other words, when the obligation specified in the contract is fulfilled, cancelled or expired.

Classification The group classifies financial instruments in the categories at fair value through profit and loss and at amortised cost. The classification depends on the purpose the instrument, and the group assesses the classification of financial instruments on their acquisition.

2.13.2 Financial instruments at fair value through profit and loss

Financial instruments at fair value through profit and loss are derivatives. See note 2.14.4

2.13.3 Financial instruments at amortised cost

The group’s financial instruments at amortised cost primarily comprise borrowings and bank deposits as well as receivables and payables arising from regular operation.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the duration of the borrowings.

Cash and cash equivalents Cash and cash equivalents are classified at amortised cost. They include cash in hand, bank deposits and other current highly liquid investments with original maturities of three months or less. Bank overdrafts are included in borrowings in the balance sheet under current liabilities.

Trade receivables When the Group's data centres become operative the balance sheet will include Trade receivables, primarily related to the IT Housing business. The main priority with such receivables is to secure payment of outstanding income when it falls due. Receivables are classified at amortised cost.

Trade payables Trade payables were assessed at amortised cost.

Impairment Impairment of financial assets, primarily trade receivables, is based on an expected credit loss model. The group utilises the exception defined in the standard for trade receivables which permits provision for expected credit loss to be based on loss over the whole lifecycle of the receivable.

2.14 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 9 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 3 - Significant accounting estimates and assumptions

The application of accounting standards and policies requires the Group to make estimates and assumptions about future events that directly affect its reported financial condition and operating performance. The accounting estimates and assumptions discussed are those that the Group considers to be most critical to its financial statements. An accounting estimate is considered critical if both (a) the nature of estimates or assumptions is material due to the level of subjectivity and judgement involved, and (b) the impact within a reasonable range of outcomes of the estimates and assumptions is material to the Group's financial condition or operating performance. Management have identified the following material estimates:

(i) Deferred tax asset: The Group has a significant deferred tax asset. Deferred tax assets are only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and that taxable profit will be available against which the temporary difference will be utilised. A change in this assumption will have significant effect on the financial statements.

(ii) Depreciation: Depreciation on assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives. Changes in the estimated useful life will have significant effect on the financial statements.

3.1 Business combinations under common control

The group accounts have been prepared using predecessor values as the group is founded as a business combination under common control. IFRS 3 do not cover such business combinations as the combination lacks substance from an accounting perspective.

As the accounts are prepared using predecessor accounting, the comparative figures for periods prior to the foundation of DigiPlex Norway Holding 3 AS and the Group formation have been prepared using the accounting priciples decribed above.

3.2 IFRS 16 Leases

The Group has no IFRS16 assets.

Note 4 - Financial risk management

The Group’s activities exposes it to a variety of financial risks: market risk (including foreign exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group does not use derivative financial instruments to hedge any risk exposures.

Risk management is carried out by the Group's finance department under policies approved by the board of directors. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and investment of excess liquidity.

4.1 Market risk

(i) Currency risk The Group operates domestically and is therefore exposed to a limited currency risk.

4.2 Credit risk Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to customers, including outstanding receivables and committed transactions. Management assesses the credit quality of the customers, taking into account its financial position, past experience and other factors. Given the customers dependability of the services provided by the Group, there is a low collection risk, demonstrated through immaterial overdue accounts receivable at year end. Credit risk related to bank insolvency is closely monitored.

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4.3 Liquidity risk The Group's finance department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining sufficient headroom at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

Shareholder Trade payables and Amounts in NOK '000. loans other liabilities < 1 year 79 950 1 - 3 years 0 3 - 5 years 0 > 5 years 233 500 0 Expected cash flow 233 500 79 950 Book value 233 500 79 950

The carrying amount of cash and cash equivalents and bank overdrafts approximates fair value because these instruments have a short-term maturity date. Similarly, the carrying amount of accounts receivable and accounts payable approximates fair value as the impact of discounting is not significant.

Page 11 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 5 - Group companies and investment in subsidiaries

Group company Owned by Ownership Location Formed Acquired DigiPlex Fet 2 AS DigiPlex Norway Holding 3 AS 100 % Lillestrøm 2017 2019 DigiPlex Holtskogen AS DigiPlex Norway Holding 3 AS 100 % Indre Østfold 2019 2019 DigiPlex Holtskogen N5 AS DigiPlex Holtskogen AS 100 % Indre Østfold 2015 2019

Note 6 - Property, plant and equipment

Assets under Amounts in NOK '000. Land construction Total

As at 1 January 2019 Accumulated cost 0 12 475 12 475 Accumulated depreciation 0 0 0 Net book value 0 12 475 12 475

Year ended 31 December 2019 Opening net book value 0 12 475 12 475 Additions 75 743 136 909 212 652 Disposals 0 0 0 Depreciation charge 0 0 0 Closing net book value 75 743 149 384 225 127

As at 31 December 2019 Accumulated cost 75 743 149 384 225 127 Accumulated depreciation 0 0 0 Net book value 75 743 149 384 225 127

As at 1 January 2018 Accumulated cost 0 0 0 Accumulated depreciation 0 0 0 Net book value 0 0 0

Year ended 31 December 2018 Opening net book value 0 0 0 Additions 0 12 475 12 475 Disposals 0 0 0 Depreciation charge 0 0 0 Closing net book value 0 12 475 12 475

As at 31 December 2018 Accumulated cost 0 12 475 12 475 Accumulated depreciation 0 0 0 Net book value 0 12 475 12 475

Depreciation plan None None Expected useful life

Note 7 - Trade and other receivables

Amounts in NOK '000. 2019 2018 Trade receivables 0 0 Trade receivables related parties 0 0 Less: provision for impairment of trade receivables 0 0 Trade receivables - net 0 0

Prepayments 34 0 Other receivables 0 0 Other receivables related parties 0 2 619 Accrued income not invoiced 2 499 0 Total other receivables 2 533 2 619

Total trade and other receivables 2 533 2 619

Page 12 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 8 - Cash and cash equivalents

Amounts in NOK '000. 2019 2018

Short term cash deposits, cash equivalents 68 041 10 584 Restricted cash 0 0 Cash and cash equivalents 68 041 10 584

Restricted cash Employees' taxes withheld 0 0 Lease deposits 0 0 Deposits for credits from suppliers 0 0 Total restricted cash 0 0

Note 9 - Share capital and shareholder information

Total paid in Amounts in NOK No of shares Ordinary shares Share par value Share capital Share premium capital As at 1 January 2019 0 0 0 0 0 0 Share capital contribution in kind 70 70 500 35 000 0 35 000 As at 31 December 2019 70 70 500 35 000 0 35 000

All shares have equal rights and are fully paid.

Shareholders No of shares Percentage ownership

Digiplex Norway Holding 1 AS 70 100,0 % Total 70 100,0 %

Page 13 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 10 - Income tax

Amounts in NOK '000. 2019 2018 Tax payable 0 0 Change in deferred tax - 918 - 2 Effect of change in tax rate to deferred tax positions 0 0 Income tax expense - 918 - 2

Basis for tax payable Profit before income tax - 4 173 - 9 Permanent differences 0 0 Change in temporary differences - 2 862 0 Group contribution 0 0 Change in interest limitation 0 0 Change in tax losses carry forward 7 035 9 Basis for tax payable 0 0 Tax rate for calculation of tax payable 22 % 23 % Calculated tax payable 0 0

Temporary differences Non-current assets 0 0 Right-of-use assets 0 0 Interest derivatives 0 0 Amortisation transaction costs 0 0 Amortisation sales contracts 2 862 0 Total temporary differences 2 862 0

Interest limitation 0 0 Tax loss carry forward - 7 135 - 9 Basis for deferred tax asset in the balance sheet - 4 274 - 9 Tax rate for calculation of deferred tax / deferred tax asset 22 % 22 % Calculated deferred tax / deferred tax asset - 940 - 2 Recognised deferred tax / deferred tax asset - 940 - 2

Net deferred tax positions Non-current assets 0 0 Right of use assets and lease liabilities, net 0 0 Interest derivatives 0 0 Amortisation transaction costs 0 0 Amortisation sales contracts 630 0 Interest limitation 0 0 Tax loss carry forward - 1 570 - 2 Net at 31 December - 940 - 2

Calculation of effective tax rate

Profit before income tax - 4 173 - 9 Tax calculated using nominal tax rate - 918 - 2 Effect of permanent differences 0 0 Effect of change in tax rate for deferred tax positions 0 0 Income tax expense - 918 - 2 Effective tax rate 22,0 % 22,0 %

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the calculation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The Group has recorded a deferred tax asset in the balance sheet amounting to NOK 940,182. This decision was made on the basis of the Group's long term business plan, which forecasts a profitable position over the coming years based on existing and potential customer contracts. Thus, the Group intends to utilise the deferred tax asset over the coming years.

Page 14 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 11 - Borrowings and securities/pledges

Changes in liabilities arising from financial activities

Shareholder Amounts in NOK '000. loans Total Carrying amount as at 31.12.2018 15 500 15 500

Changes from financial flows 218 000 218 000 Carrying amount as at 31.12.2019 233 500 233 500 Non-current part 233 500 233 500 Current part 0 0

Note 12 - Financial instruments

Financial assets represent contractual rights for the Group to receive cash or other financial assets in the future. Financial liabilities correspondingly represent contractual obligations for the Group to make future payments. Financial instruments are included in several accounting lines in the Group’s balance sheet and income statement, and are classified in different categories in accordance with their accounting treatment. Fair value Amortised through Other Amounts in NOK '000. cost profit or loss items Total

Assets

As at 31 December 2019 Loans to related parties 0 0 0 0 Interest derivatives 0 0 0 0 Trade receivables (non interest bearing) 0 0 0 0 Other receivables (non interest bearing) 0 0 16 134 16 134 Cash and cash equivalents 68 041 0 0 68 041 Total financial assets as at 31 December 2019 68 041 0 16 134 84 175

As at 31 December 2018 Loans to related parties 0 0 0 0 Interest derivatives 0 0 0 0 Trade receivables (non interest bearing) 0 0 0 0 Other receivables (non interest bearing) 0 0 2 619 2 619 Cash and cash equivalents 10 584 0 0 10 584 Total financial assets as at 31 December 2018 10 584 0 2 619 13 203

Liabilities

As at 31 December 2019 Borrowings (non-current and current) 233 500 0 0 233 500 Long term lease liabilities 0 0 0 0 Oter non-current liabilities 0 0 0 0 Short term lease liabilities 0 0 0 0 Contract liabilities 0 0 0 0 Deposits from customers 0 0 0 0 Trade payables (non interest bearing) 60 139 0 0 60 139 Accrued public taxes (non interest bearing) 0 0 0 0 Other current liabilities (non interest bearing) 19 811 0 0 19 811 Total financial liabilities as at 31 December 2019 313 450 0 0 313 450

As at 31 December 2018 Borrowings (non-current and current) 15 500 0 0 15 500 Long term lease liabilities 0 0 0 0 Oter non-current liabilities 0 0 0 0 Contract liabilities 0 0 0 0 Deposits from customers 0 0 0 0 Trade payables (non interest bearing) 8 763 0 0 8 763 Accrued public taxes (non interest bearing) 0 0 0 0 Other current liabilities (non interest bearing) 1 369 0 0 1 369 Total financial liabilities as at 31 December 2018 25 632 0 0 25 632

Page 15 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 13 - Trade payables and other liabilities

Amounts in NOK '000. 2019 2018 Trade payables 56 644 7 461 Trade payables related parties 3 495 1 302 Liabilities to related parties 19 801 0 Accrued salaries to employees 0 0 Contract liabilities 0 0 Short term lease obligation, right of use assets 0 0 Other liabilities 10 1 369 Total trade payables and other liabilities 79 950 10 132

Note 14 - Payroll and auditor remuneration

Amounts in NOK '000. 2019 2018 Salaries 0 0 Payroll tax 0 0 Defined contribution plan 0 0 Other benefits 0 0 Total personnel expenses 0 0

Number of employees 0 0 Average number of full-time employees 0 0

The Group had none employees in 2019 and therefore not established a pension fund.

Key management personnel are defined as directors of the board and the CEO. No loans have been granted to the CEO, the Chairman of the Board or other individual related parties.

Remuneration to key personnel Amounts in NOK '000. Salaries Bonus Pension Other benefits Sum

Directors of the board 0 0 0 0 0 CEO *) 0 0 0 0 0

*) The Group's CEO is employed by another company in the DigiPlex group of companies, and the Group's companies have been charged their share of CEO remuneration as part of the management fee charges, see note 16.

Auditor remuneration (all amounts are excluding VAT) Amounts in NOK '000. 2019 2018

Statutory audit 75 0 Other assurance services 0 0 Tax compliance 0 0 Other assistance 0 0 Total auditor remuneration (excluding VAT) 75 0

Note 15 - Financial income and expenses

Amounts in NOK '000. 2019 2018

Interest income on short term bank deposits 356 2 Interest income from related parties 0 0 Fair value change on interest derivative 0 0 Other interest and financial income 313 0 Total financial income 669 2

Interest expenses 5 0 Interest expenses from related parties 0 0 Other financial expenses 377 0 Total financial expenses 382 0

Net financial (expenses)/income 287 2

Page 16 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 16 - Related party disclosures

The Group is controlled by DigiPlex Norway Holding 1 AS, which in turn is ultimately jointly controlled by William Conway and James Byrne Murphy.

The following transactions were carried out with related parties:

Amounts in NOK '000. 2019 2018 Purchase of services Management services 3 377 10 Support services 0 0 Total 3 377 10

Trade payables related to purchases of services from related parties are included in Trade and other payables (see also note 13).

Amounts in NOK '000. 2019 2018 Sale of services Support services 1 0 Total 1 0

Trade receivable from the sale of services to related parties are included in Trade and other receivables (see also note 7).

Long term loans to related parties: Amounts in NOK '000. 2019 2018 As of 1 January 0 0 Interest reclassified 0 0 As of 31 December 0 0

Interest charged 0 0

Long term loans from related parties: Amounts in NOK '000. 2019 2018 As of 1 January 15 500 0 Loans advanced 218 000 15 500 Loans repaid 0 0 As of 31 December 233 500 15 500

Interest charged 0 0

The loans received in 2019 are from the parent companies to DigiPlex Fet 2 AS and DigiPlex Holtskogen AS, and are non interest bearing. All loans are unsecured related party loans and with no set repayment date.

The Group has identified the following related parties:

Name of company Type of relationship Type of services DigiPlex Stockholm 1 AB Related party Support services DigiPlex Copenhagen 1 Aps Related party Support services DigiPlex Norway AS Related party Support services DigiPlex Fet AS Related party Support services DigiPlex Fet 2 LLC Related party Financing DigiPlex Holtskogen LLC Related party Financing

Note 17 - Contingencies and commitments

The Group does not have any contingent liabilities as at 31 December 2019.

Note 18 - Assets and liabilities related to contracts with customers

The Company has the following assets and liabilities related to contracts with customers:

Amounts in NOK '000. 2019 2018 Current contract assets 0 0 Current contract liabilities 0 0

Current contract liabilities consist of prepayments of IT Housing service fees which DigiPlex invoice in advance on a quarterly basis in accordance

Page 17 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Group

Note 19 - Events after the closing date

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex is closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical. As the Group’s data centres form part of services that are critical for society, and its customers are mainly larger public and private corporations, no loss of revenue or of accounts receivable have been registered. The COVID-19 situation has not affected assesments or assumptions in the preparation of the financial statements for 2019.

Page 18 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Statement of comprehensive income

Amounts in NOK '000. Note 2019

Revenue from services 0 Revenue from goods sold 0 Total revenue 0

Cost of goods sold 0 Employee benefits expense 4 0 Other operating expenses 0 EBITDA 0

Depreciation and amortisation 0 Operating profit 0

Finance income 0 Finance costs 0 Net financial gains/(losses) 0

Profit/(loss) before tax 0

Income tax expense/(benefit) 3 0

Profit/(loss) for the year 0

Profit/(loss) for the year attributable to the shareholders 0

Other comprehensive income: Items that may be reclassified to profit or loss 0 Items that will not be reclassified to profit or loss 0 Other comprehensive income, net of tax 0

Total comprehensive income/(loss) for the period 0

Total comprehensive income/(loss) attributable to shareholders 0

Page 19 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Statement of financial position

Amounts in NOK '000. Note 31.12.2019

ASSETS

Non-current assets Deferred tax asset 3 0 Property, plant and equipment 0 Loans to related parties 0 Shares in subsidiaries 5 436 571 Interest derivatives 0 Other non-current assets 0 Total non-current assets 436 571

Current assets Other receivables related parties 0 Inventories 0 Trade and other receivables 0 Bank deposits 8 0 Total current assets 0

TOTAL ASSETS 436 571

EQUITY AND LIABILITIES

Equity Paid-in equity Share capital 2 35 Share premium reserve 436 531 Total paid-in equity 436 566

Earned equity Other equity 0 Total earned equity 0

Total equity 436 566

Liabilities Non-current liabilities Borrowings 0 Long term lease obligation 0 Other long term liabilities 0 Total non-current liabilities 0

Current liabilities Borrowings 0 Deposits from customers 0 Trade and other payables 6 Other payables related parties 0 Public tax liabilities 0 Total current liabilities 6

Total liabilities 6

TOTAL EQUITY AND LIABILITIES 436 571

Page 20 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Statement of changes in equity

Share premium Amounts in NOK '000. Note Share capital reserve Other equity Total equity

Balance at 1 January 2019 10 0 0 0 0

Share capital contribution in kind, 11 December 2019 35 436 531 0 436 566 Profit for the period 0 0 0 0 Other comprehensive income 0 0 0 0 Balance at 31 December 2019 35 436 531 0 436 566

Page 21 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Statement of cash flow

Amounts in NOK '000. Note 2019

Cash flows from operating activities

Profit/loss before income tax 0

Adjusted for: Depreciation and amortisation 0 Financial activities 0 Changes in inventories 0 Change in trade and other receivables 0 Change in trade and other payables 0 Net cash from operating activities 0

Cash flows from investing activities Purchase of property, plant and equipment 0 Issue of loan to related party 6 0 Interest received 0 Net cash from investing activities 0

Cash flows from financing activities Net issue of loan 8 0 Short term loan from related parties 0 Repayment of paid-in capital 0 Net cash from financing activities 0

Net change in cash and cash equivalents 0 Carried forward cash and cash equivalents 0 Cash and cash equivalents on closing date 0

Of which restricted cash and cash equivalents 0

Page 22 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Parent notes

Note 1 - Accounting principles

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the company’s accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements are disclosed in the notes to these financial statements.

The financial statements have been prepared on a going concern basis.

Subsidiaries Subsidiaries are valued at cost in the company accounts. The investment is valued as cost of the shares in the subsidiary, less any impairment losses An impairment loss is recognised if the impairment is not considered temporary, in accordance with generally accepted accounting principles. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.

General principles and definitions

Classification and valuation of balance sheet items Assets intended for long-term ownership or use have been classified as fixed assets. Assets relating to the trading cycle have been classified as current assets. Receivables are classified as current assets if they are recoverable within one year after the transaction date. Similar criteria apply to liabilities.

Current assets are valued at the lower of purchase cost and net realisable value. Short term liabilities are reflected in the balance sheet at nominal value on the establishment date.

Financial assets are derecognised when the contractual rights to cash flows from the financial asset expire or when the company transfers the financial asset in a transaction where all or virtually all risk and opportunities for profit related to ownership of the asset are transferred. Financial liabilities are derecognised from the balance sheet when they have ceased to apply – in other words, when the obligation specified in the contract is fulfilled, cancelled or expired.

Classification The company classifies financial instruments in the categories at fair value through profit and loss and at amortised cost. The classification depends on the purpose the instrument, and the company assesses the classification of financial instruments on their acquisition.

Financial instruments at amortised cost The company’s financial instruments at amortised cost primarily comprise borrowings and bank deposits as well as receivables and payables arising from regular operation.

Impairment Impairment of financial assets, is based on an expected credit loss model. The expected 12 month credit loss is regarded as immaterial.

Page 23 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Taxation

Income tax expense represents the current tax calculated on taxable profits for the year, any adjustments in respect of prior periods and the deferred tax charge or credit for the year.

Financial risk management

(i) Currency risk The Company operates domestically and is therefore exposed to a limited currency risk.

(ii) Credit risk Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to loans to related parties, including outstanding receivables and committed transactions. Management assesses the credit quality of the related parties, taking into account its financial position, past experience and other factors. Credit risk related to bank insolvency is closely monitored.

(ii) Liquidity risk The Company's finance department monitors rolling forecasts of the company’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

Trade payables and Amounts in NOK '000. other liabilities < 1 year 6 1 - 3 years 0 3 - 5 years 0 > 5 years 0 Expected cash flow 6 Book value 6

Page 24 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Note 2 - Share capital and shareholder information

The share capital of NOK 185 000 consists of 370 shares at a par value of NOK 500 each. All shares have equal rights.

Shareholders No of shares Percentage ownership

DigiPlex Norway Holding 1 AS 70 100,0 % Total 70 100,0 %

Note 3 - Tax

Amounts in NOK '000.

Income statement 2019 Tax payable 0 Change in deferred tax 0 Income tax expense 0

Calculation of tax payable Profit before income tax 0 Change in tax losses carry forward 0 Basis for tax payable 0 Tax rate for calculation of tax payable 22 % Calculated tax payable 0

Temporary differences 31.12.2019 11.12.2019 Change No temporary differences Total temporary differences 0 0 0

Tax loss carry forward 0 0 0 Basis for deferred tax / deferred tax asset (-) in the balance sheet 0 0 0 Tax rate for calculation of deferred tax / deferred tax asset (-) 22 % 22 % Calculated deferred tax / deferred tax asset (-) 0 0 0 Deferred tax / deferred tax asset (-) in balance sheet 0 0 0

Note 4 - Payroll expenses, remunerations etc

The company has no employees. As there are no employees in the company, there is no obligation to establish a pension scheme which is applicable for all employees (Norwegian: OTP).

Other remunerations

Amounts in NOK '000. 2019 Remuneration, Board of Directors 0 Auditor's fee, staturory audit 0 Auditor's fee, other services 0 Total 0

Note 5 - Shares in subsidiaries

Amounts in NOK '000.

Name of company Location (municipality) Ownership Book value DigiPlex Fet 2 AS Lillestrøm 100 % 174 629 DigiPlex Holtskogen AS Indre Østfold 100 % 261 943 Total 436 571

Page 25 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019 Parent

Note 6 - Financial instruments

Financial assets represent contractual rights for the company to receive cash or other financial assets in the future. Financial liabilities correspondingly represent contractual obligations for the company to make future payments. Financial instruments are included in several accounting lines in the company’s balance sheet and income statement, and are classified in different categories in accordance with their accounting treatment.

The company's financial instruments are measured at amortised cost. A categorisation of the company’s financial instruments is presented below.

Fair value Amortised through Other Amounts in NOK '000. cost profit or loss items Total

Assets As at 31 December 2019 Trade receivables (non interest bearing) 0 0 0 0 Other receivables (non interest bearing) 0 0 0 0 Cash and cash equivalents 0 0 0 0 Total financial assets as at 31 December 2019 0 0 0 0

Liabilities As at 31 December 2019 Borrowings 0 0 0 0 Trade payables (non interest bearing) 6 0 0 6 Other current liabilities (non interest bearing) 0 0 0 0 Total financial liabilities as at 31 December 2019 6 0 0 6

Note 7 - Related party disclosures

The company is ultimately jointly controlled by William Conway and James Byrne Murphy. The following transactions were carried out with related parties:

Amounts in NOK '000. 2019

Contribution in kind from parent DigiPlex Norway Holding 1 AS (100% of the shares in DigiPlex Fet 2 AS) 174 629 Contribution in kind from parent DigiPlex Norway Holding 1 AS (100% of the shares in DigiPlex Holtskogen AS) 261 943 Total 436 571

The Company has identified the following related parties:

Name of company Type of relationship Type of services DigiPlex Norway Holding 1 AS Parent None DigiPlex Fet 2 AS Subsidiary None DigiPlex Holtskogen AS Subsidiary None DigiPlex Holtskogen N5 AS Sub-subsidiary None DigiPlex Norway Holding 2 AS Related party None Digiplex Norway Related party None Digiplex Rosenholm AS Related party None Digiplex Fet AS Related party None DigiPlex Stockholm 1 AB Related party None DigiPlex Stockholm 2 AB Related party None DigiPlex Copenhagen 1 Aps Related party None DigiPlex Copenhagen 2 Aps Related party None DigiPlex London 1 Limited Related party None Kitebrook Partners LLC Related party None DigiPlex Norway Acquisitions LLC Related party None DigiPlex Rosenholm LLC Related party None DigiPlex Fet LLC Related party None DigiPlex Fet 2 LLC Related party None DigiPlex Holtskogen LLC Related party None

Note 8 - Restricted Cash

The company has no restricted cash at year end.

Page 26 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019

Alternative performance measures in Group accounts

DigiPlex Norway Holding 3 AS' financial information is prepared in accordance with International Financial Reporting Standards ('IFRS'). Additionally, some alternative performance measures have been provided, these are defined as follows:

CAGR The annual growth rate over a period of years, calculated on the basis that each year's growth is compounded.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Page 27 of 28 DigiPlex Norway Holding 3 AS - Annual Report 2019

Statement by the Board of Directors and CEO

We confirm that, to the best of our knowledge, the financial statements for the Group for 2019 have been prepared in accordance with IFRS as adopted by the EU, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group.

The Board of Directors' report provides a true and fair review of the development, profit or loss and position of the Group.

Oslo, 31 August 2020

James Byrne Murphy Wiljar Nesse Chair Board member / CEO

Page 28 of 28

Annex 6

Annual Report 2019 for DigiPlex Fetsund 2 AS

2019

DigiPlex Fet 2 AS

Annual Report 2019 Income statement Amounts in NOK

Operating revenue and operating expenses Notes 2018 2019

Revenue from services 1,382 0 Total revenue 1,382 0

Cost of goods sold 1,084 0 Other operating expenses 4 2,391,959 10,948 EBITDA -2,391,661 -10,948

Operating profit -2,391,661 -10,948

Finance income 50,819 1,921 Finance costs 167,341 0 Finance - net -116,522 1,921

Profit/(loss) before tax -2,508,183 -9,027

Income tax expense/(benefit) 7 -551,800 -1,986 Profit/(loss) for the year 6 -1,956,383 -7,041

Profit/(loss) for the year attributable to the shareholders -1,956,383 -7,041

Statement of comprehensive income/(loss)

Items that may be reclassified to profit or 00 loss Items that will not be reclassified to profit or 00 loss

Total comprehensive income/(loss) for the 6 -1,956,383 -7,041 year

Total comprehensive income/(loss) attributable to shareholders -1,956,383 -7,041 Statement of financial position Amounts in NOK

Assets Notes 2019 2018

Non-current assets Licenses and software 5 Deferred tax asset 7 553,787 1,987 Property, plant and equipment 3 85,236,322 12,474,937 Other long-term receivables 1,216,557 0 Total non-current assets 87,006,666 12,476,924

Current assets Trade and other receivables 4,190,573 0 Receivables from group companies 4 0 2,619,061 Bank deposits 5 46,591,618 10,553,717 Total current assets 50,782,191 13,172,779

Total assets 137,788,857 25,649,703 Equity and liabilities Notes 2019 2018

Paid in equity Share capital 6 30,000 30,000 Total paid in equity 30,000 30,000

Earned equity Uncovered loss 6 -1,963,423 -7,041 Total earned equity -1,963,423 -7,041

Total equity -1,933,423 22,959

Liabilities

Non-current liabilities Shareholder loan 4 93,500,000 15,500,000 Total non-current liabilities 93,500,000 15,500,000

Current liabilities Trade and other payables 46,222,281 10,126,744 Total current liabilities 46,222,281 10,126,744

Total liabilities 139,722,281 25,626,744

Total equity and liabilities 137,788,857 25,649,703

Oslo, 31 August 2020

James Byrne Murphy Wiljar Inge Nesse Chairman of the board Member of the board / CEO Cash flow Statement Amounts in NOK Notes 2019 2018

Profit / (loss) before taxes -2,508,183 -9,027

Change in trade receivables -2,788,069 0 Change in trade liabilities 36,095,537 7,507,681

Cash flow from operating activities 30,799,285 7,498,654

Investments in fixed assets 3 -72,761,385 -12,474,937

Cash flow used in investing activities -72,761,385 -12,474,937

Repayment/increase of related party loan 4, 8 78,000,000 15,500,000

Cash flow used in financing activities 78,000,000 15,500,000

Net change in cash 36,037,901 10,523,717 Cash as at 1 January 10,553,717 30,003 Cash as at 31 December 5 46,591,618 10,553,720 Notes to the Financial Statement

Note 1 General information

DigiPlex Fet 2 AS ("the Company") is a Norwegian private limited liability company incorporated on 17 November 2017 and regulated by the Norwegian Private Limited Liability Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with company registration number 920 030 564, its registered business address is Heiaveien 9, 1900 Fetsund, Norway.

The company accounts have been prepared in accordance with the Accounting Act § 3-9 and Regulations on simplified application of international accounting standards laid down by the Ministry of Finance on 10 December 2019. This mainly means that recognition and measurement follow international accounting standards (IFRS) and presentation and note information are in accordance with Norwegian accounting law and good accounting practice.

The financial statements of DigiPlex Fet 2 AS for the year ended 31 December 2019 were authorised for issue by the Board of Directors on 31 August 2020. The financial statements will be approved by the shareholders meeting on 31 August 2020. The financial statements are presented in Norwegian Kroner (NOK).

The financial statements have been prepared on a going concern basis.

Note 2 Summary of significant accounting principles

Sales Revenues IT housing service revenues are recognised and expensed over the life time for each contract. Sales costs incurred in relation to new customers contracts are deferred and expensed over the contract.

Current assets are valued at the lower of purchase cost and net realisable value. Short term liabilities are reflected in the balance sheet at nominal value on the establishment date. Tangible assets Tangible assets are reflected in the balance sheet and depreciated to residual value over the asset's expected useful life on a straight-line basis. If changes in the depreciation plan occur the effect is distributed over the remaining depreciation period. Direct maintenance of an asset is expensed under operating expenses as and when it is incurred. Additions or improvements are added to the asset's cost price and depreciated together with the asset. The split between maintenance and additions/improvements is calculated in proportion to the asset's condition at the acquisition date.

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives. Depreciation time and asset composition are following the same evaluations as for the group, in accordance with paragraph 3-2 in the Regulations on simplified application of international accounting standards.

The company doesn't have assets which is IFRS 16 applicable.

Cash and cash equivalents In the statement of cash ﬂows, cash and cash equivalents includes cash in hand and deposits held at call with banks.

Debtors Trade debtors and other debtors are reflected in the balance sheet at nominal value less provisions for doubtful debts. Provisions for doubtful debts are calculated on the basis of individual assessments. In addition, for the remainder of accounts receivables outstanding balances, a general provision is carried out based on expected loss.

Foreign currencies Monetary items in foreign currencies are translated at the exchange rate on the balance sheet date.

Tax The tax charge in the income statement includes both payable taxes for the period and changes in deferred tax. Deferred tax is calculated at 22% on the basis of the temporary differences which exist between accounting and tax values, and any carry forward losses for tax purposes at the year-end. Tax enhancing or tax reducing temporary differences, which are reversed or may be reversed in the same period, have been eliminated. Deferred tax and tax benefits which may be shown in the balance sheet are presented on a net basis. The Company elected to capitalise the deferred tax advantage.

Cash Flow Statement The Cash Flow Statement is prepared using the indirect method. Cash available includes petty cash, deposits on bank accounts and other short term placements which can be transformed to cash within a short time. Note 3 Fixed assets

Assets under Fixed assets construction Land Total

Acquisition cost as at 1 January 2018 0 0 0 Additions 12,474,937 0 12,474,937 Disposals 0 0 0 Purchase cost 31.12. 12,474,937 0 12,474,937 Accumulated depreciation 31.12. 0 0 0 Net book value as at 31 December 2018 12,474,937 0 12,474,937

Depreciation in the year 0 0 0 Accumulated cost 01.01.2019 12,474,937 0 12,474,937 Additions 72,731,210 30,175 72,761,385 Disposals 0 0 0 Purchase cost 31.12. 85,206,147 30,175 85,236,322 Accumulated depreciation 31.12. 0 0 0 Net book value as at 31 December 2019 85,206,147 30,175 85,236,322

Depreciation in the year 0 0 0

Note 4 Related party disclosure

The Company is jointly controlled by Stupar Holdings Corporation and Kitebrook LLC

The Annual Report of DigiPlex Fet 2 AS is consolidated in DigiPlex Norway Holding 1 AS. Request of Consolidated Financial Statement can be directed to DigiPlex Norway AS, Ulvenveien 82E, 0581 Oslo, Norwa

The following transactions were carried out with related parties:

Purchase of services 2019 2018 Support services 10,098 0 Total 10,098 0

Trade payables from purchase of related party services in the amount of NOK 10,098 are included in Trade liabilities.

Trade debitors 2019 2018 Digiplex Fet AS 0 2,619,061

Trade creditors 2019 2018 Digiplex Fet AS 1,491,994 3,655,091 Digiplex London 1 Limited 773,100 125,598 Digiplex Norway AS 203,782 10,098

Other short term liabilities 2019 2018 Digiplex Fet AS 186,103 0 Digiplex Norway AS 25,500 0 Digiplex Norway Holding 1 AS 754,472 0

Other long term liabilities 2019 2018 Digiplex Fet 2 LLC 93,500,000 15,500,000 Note 5 Bank deposits

Bank deposits 2019 2018 Short term cash equivalents 46,591,618 10,553,717 Restricted cash/employee tax deductions 0 0 Total bank deposits 46,591,618 10,553,717

Note 6 Shareholders' equity, share capital and shareholders information

Equity change for the year Share capital Uncovered loss Total

Equity as at 1 January 2018 30,000 0 30,000 Profit/(loss) for the year 0 -7,041 -7,041 Dividend 0 0 0 Shareholders equity as at 31 December 2018 30,000 -7,041 22,959

Equity as at 1 January 2019 30,000 -7,041 22,959 Profit/(loss) for the year 0 -1,956,383 -1,956,383 Dividend 0 0 0 Shareholders equity as at 31 December 2019 30,000 -1,963,424 -1,933,423

The share capital of NOK 30,000 consists of 30,000 shares of NOK 1 each. All shares have equal rights.

Oslo, 31 August 2020 Shares Total Ownership DigiPlex Norway Holding 3 AS 30,000 30,000 100%

Notwithstanding that the Company’s equity is in a negative position (NOK 871,710), the Board confirms that there are sufficient funds available to the Company to operate as a going concern.

In end of December 2019 the Company was bought by the parent company, Digiplex Norway Holding 3 AS and it was therefore conducted a valuation of the Company. The value of the share deposit was determined based on an internal valuation using external sources/benchmark when determining the discount rate. A DCF model has been used, taking into account the computable cash flows from contracts concluded, the estimate of construction costs, and the performance of operating costs and future reinvestment. Furthermore, it includes assumptions about the exercise of options in existing contracts and assumptions regarding the terminal value when using an EBITDA multiple.

Based on the above, the company was valued to NOK 174,628,528.76. And the Board concludes that the market value of the Company’s equity is positive. Note 7 Taxes

This year's tax expense 2019 2018

Entered tax on ordinary profit/loss: Payable tax 00 Changes in deffered tax assets -551,800 -1,986 Tax expense on ordinary profit/loss -551,800 -1,986

Taxable income: Ordinary result before tax -2,508,183 -9,027 Permanent differences 0 0 Changes in temporary differences -1,132,257 0 Basis for deferred tax -3,640,440 -9,027

Payable tax in the balance sheet: Payable tax on this year's result 0 0 Owing assessed tax from previous years 0 0 Total payable tax in the balance 00

The tax effect of temporary differences and loss for to be carried forward has formed the basis for deffered tax and deffered tax advantagesd, specified on type of temporary differences: Temporary differences Change 2019 2018 Non-current assets Right of use assets and lease liabilities, net Interest derivatives Amortisation transaction costs Amortisation sales contracts 1,132,257 1,132,257 Total temporary differences 1,132,257 1,132,257 0

Accumulated loss to be brought forward -3,640,440 -3,649,467 -9,027 Basis for deffered tax assets -2,508,183 -2,517,210 -9,027

Deffered tax assets (22%) 551,800 -553,787 -1,987

The Company's carry forward tax loss as at 31 December 2019 amounts to NOK 2,517,210 and represents a significant value. The Company has decided to capitalise 22% of the tax loss in 2019 showing a deferred tax advantage in the balance sheet amounting to NOK 553,787. This decision was made on the basis that the Company prepared a long term business plan. This plan forecasts a profitable position over the coming years (based on existing/potential customer contracts) and as such the Company intends to utilise the deferred tax advantage over the next ten years. Note 8 Financial instruments

Loans and At 31 December 2019 Other items Total receivables

Assets Cash and cash equivalents 46,591,618 0 46,591,618 Other receivables 4,190,573 0 4,190,573 Total financial assets 50,782,191 0 50,782,191

Loans and At 31 December 2018 Other items Total receivables

Assets Cash and cash equivalents 10,553,717 0 10,553,717 Other receivables 2,619,061 0 2,619,061 Total financial assets 13,172,779 0 13,172,779

Other financial At 31 December 2019 liabilities at Other items Total amortised cost

Liabilities Shareholder loan (non interest bearing) 93,500,000 0 93,500,000 Trade payables and other current liabilities (non 46,222,280 0 46,222,280 Total financial liabilities 139,722,280 0 139,722,280

Other financial At 31 December 2018 liabilities at Other items Total amortised cost

Liabilities Shareholder loan (non interest bearing) 15,500,000 0 15,500,000 Trade payables and other current liabilities (non 10,126,744 0 10,126,744 Total financial liabilities 25,626,744 0 25,626,744

Note 9 Payroll expenses, number of employees, remunerations, loans to employees, etc.

The company had none employees in 2019 and therefore not established a pension fund.

Key management personnel are defined as directors of the board and the CEO. The CEO is employed by a related party, and the fee for his services as CEO for 2019 was NOK 292,161 which is included in Other operating expenses. The directors of the board did not receive any remuneration during 2019.

Neither the CEO, nor the chairman of the board or any other individual related parties have received loans during 2019.

Audit remuneration for 2019 amounted to NOK 37,500, excluding VAT. Note 10 Events after balance sheet date

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex is closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical. The data center is still under construction and there has not been any increase of costs or other negative impacts registered. The COVID-19 situation has not affected assesments or assumptions in the preparation of the financial statements for 2019.

Annex 7

Annual Report 2019 for DigiPlex Holtskogen AS

2019

DigiPlex Holtskogen AS

Annual Report 2019 DigiPlex Holtskogen AS Page 1 of 10

Income statement Amounts in NOK

Operating income and operating expenses Notes 2019

Other operating expenses 7 2,068,756 Total operating expenses 2,068,756

Operating profit -2,068,756

Finance income 618,201 Finance costs 214,715 Finance - net 403,486

Profit/(loss) before tax -1,665,270

Income tax expense/(benefit) 8 -366,360

Profit/(loss) for the year -1,298,911

Profit/(loss) for the year attributable to the shareholders -1,298,911

Statement of comprehensive income/(loss)

Items that may be reclassified to profit or loss 0 Items that will not be reclassified to profit or loss 0

Total comprehensive income/(loss) for the year -1,298,911

Total comprehensive income/(loss) attributable to shareholders -1,298,911 DigiPlex Holtskogen AS Page 2 of 10

Statement of financial position Amounts in NOK

Assets Notes 2019

Non-current assets Deferred tax asset 8 366,360 Investments in subsidiaries 3 75,736,455 Other long-term receivables 9, 10 1,729,293 Total non-current assets 77,832,108

Current assets Trade and other receivables 2,741 Other receivables related parties 9 52,707,651 Public tax receivables 3,163,328 Bank deposits 5, 9 21,446,899 Total current assets 77,320,619

Total assets 155,152,727 DigiPlex Holtskogen AS Page 3 of 10

Equity and liabilities Notes 2019

Paid in equity Share capital 6 30,000 Total paid in equity 30,000

Earned equity Other equity 6 -1,298,911 Total earned equity -1,298,911

Total equity -1,268,911

Liabilities

Non-current liabilities Shareholder loan 4, 9 140,000,000 Total non-current liabilities 140,000,000

Current liabilities Trade and other payables 9, 10 16,415,700 Other short term liabilities 9 5,937 Total current liabilities 16,421,637

Total equity and liabilities 155,152,727

Oslo, 31 August 2020

James Byrne Murphy Wiljar Inge Nesse Chairman of the Board Member of the Board / CEO DigiPlex Holtskogen AS Page 4 of 10

Statement of Cash Flow Amounts in NOK

Notes 2019

Cash flows from operating activities Profit / (loss) before taxes -1,665,270

Adjustment for financial activities -403,486 Change in trade and other receivables -1,687,928 Change in trade and other liabilities 15,243 Cash flow from operating activities -3,741,441

Cash flows from investing activities Issue of loan to group company -39,455,279 Investments in subsidiaries 3 -75,736,455 Interest received 3 350,074 Cash flow used in investing activities -114,841,660

Cash flows from financing activities Loan from shareholders and related party 4, 9 140,000,000 Payment of share capital 6 30,000 Cash flow used in financing activities 140,030,000

Net increase/(decrease) in cash and cash equivalents 21,446,899 Cash and cash equivalents at beginning of year 0 Cash and cash equivalents at end of year 5 21,446,899

DigiPlex Holtskogen AS Page 5 of 10

Notes to the Financial Statement

Note 1 General information

DigiPlex Holtskogen AS ("the Company") is a Norwegian private limited liability company incorporated on 20 March 2019 and regulated by the Norwegian Private Limited Liability Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with company registration number 922 735 573, its registered business address is Holtskogen 31, 1825 Tomter, Norway.

The financial statements of DigiPlex Holtskogen AS for the year ended 31 December 2019 were authorised for issue by the Board of Directors on 31 August 2020. The financial statements will be approved by the shareholders meeting on 31 August 2020. The financial statements are presented in Norwegian Kroner (NOK).

Note 2 Summary of significant accounting principles

Current assets are valued at the lower of purchase cost and net realisable value. Short term liabilities are reflected in the balance sheet at nominal value on the establishment date.

Tangible assets Tangible assets are reflected in the balance sheet and depreciated to residual value over the asset's expected useful life on a straight-line basis. If changes in the depreciation plan occur the effect is distributed over the remaining depreciation period. Direct maintenance of an asset is expensed under operating expenses as and when it is incurred. Additions or improvements are added to the asset's cost price and depreciated together with the asset. The split between maintenance and additions/improvements is calculated in proportion to the asset's condition at the acquisition date.

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives. Depreciation time and asset composition are following the same evaluations as for the group, in accordance with § 3-2 in the Regulations on simplified application of international accounting standards.

Cash and cash equivalents Cash and cash equivalents are classified at amortised cost. In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks.

Foreign currencies Monetary items in foreign currencies are translated at the exchange rate on the balance sheet date.

Financial risk management

Credit risk Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to loans to related parties, including outstanding receivables and committed transactions. Management assesses the credit quality of the related parties, taking into account its financial position, past experience and other factors. Credit risk related to bank insolvency is closely monitored.

Financial instruments Regular purchases and sales of financial assets are recognised on the transaction date and financial liabilities are recognised at the settlement date. On initial recognition of a financial asset or liability, it is measured at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

The group classifies financial instruments in the categories at fair value through profit and loss and at amortised cost. The classification depends on the purpose the instrument, and the group assesses the classification of financial instruments on their acquisition.

IFRS16 Leases The company has no IFRS16 assets. DigiPlex Holtskogen AS Page 7 of 10

Group consolidation The Company is not presenting consolidated accounts, as it is a parent company in a larger group of companies. Consolidated group financial statement has been prepared for the Company's parent; DigiPlex Norway Holding 3 AS.

Note 3 Group companies and investment in subsidiaries

Formed/ Equity Book value Investment in subsidiaries acquired Ownership 12/31/2019 12/31/2019 DigiPlex Holtskogen N5 AS 2019 100% 23,936 75,736,455

Note 4 Borrowings

Long term debt 2019 DigiPlex Holtskogen L.L.C., former parent company 140,000,000 Total long term debt 140,000,000

Total debt 140,000,000

The loan from DigiPlex Holtskogen L.L.C is a loan from a related party which is non-interest bearing and with no set d

Note 5 Bank deposits

Bank deposits 2019 Short term cash equivalents 21,446,899 Restricted cash/employee tax deductions 0 Total bank deposits 21,446,899 DigiPlex Holtskogen AS Page 8 of 10

Note 6 Shareholders’ equity, share capital and shareholder information

Uncovered Equity change for the year Share capital loss Total Equity as of 20 March 2019 30,000 0 30,000 Profit / loss for the year 0 (1,298,911) (1,298,911) Shareholders equity as at 31 December 2019 30,000 -1,298,911 -1,268,911

The share capital of NOK 30,000 consists of 30,000 shares of NOK 1 each. All shares have equal rights.

Shareholders as at 31 December 2019 Shares Total Ownership DigiPlex Norway Holding 3 AS 30,000 30,000 100%

Notwithstanding that the Company’s equity is in a negative position (NOK 884,348), the Board confirms that there are sufficient funds available to the Company to operate as a going concern.

Based on the above, the company was valued at NOK 262 million. And the Board concludes that the market value of the Company’s equity is positive.

Note 7 Payroll expenses, number of employees, remunerations, loans to employees, etc

The company had no employees in 2019 and therefore not established a pension scheme.

Key management personnel are defined as directors of the board and the CEO. The CEO is employed by a related party, and the fee for his services as CEO for 2019 was NOK 453,824 which is included in Other operating expenses. The directors of the board did not receive any remuneration during 2019.

Neither the CEO, nor the chairman of the board or any other individual related parties have received loans during 2019.

Audit remuneration for 2019 amounted to NOK 37,500, excluding VAT. DigiPlex Holtskogen AS Page 9 of 10

Note 8 Taxes

Calculation of deferred tax and change in deferred tax Change 2019 Temporary differences Fixed assets - - Other differences 1,729,293 1,729,293 Net temporary differences 1,729,293 1,729,293 Adjustments due to interest limitation rules - - Carry forward losses (3,394,564) (3,394,564) Basis for deferred tax in the balance sheet (1,665,271) (1,665,271)

Deferred tax and change in deferred taxes 22% deferred tax benefit (366,360) (366,360) Deferred tax/tax benefit in the balance sheet (366,360) (366,360)

Payable taxes Basis for payable taxes Result before tax charges (1,665,271) Permanent differences - Basis for payable taxes (1,665,271) Change in temporary differences (1,729,293) Allocation of loss to be brought forward 3,394,564 Taxable income - Basis for payable taxes (in the tax charge) -

Tax charge in the profit and loss Payable tax - Change in deferred tax using effective tax rate 22 % (366,360) Income tax expense (366,360)

Effective tax rate 0%

The Company's carry forward tax loss as at 31 December 2019 amounts to NOK 1,172,241 and represents a significant value. The Company has decided to capitalise 22% of the tax loss in 2019 showing a deferred tax advantage in the balance sheet amounting to NOK 257,893. This decision was made on the basis that the Company prepared a long term business plan. This plan forecasts a profitable position over the coming years (based on existing/potential customer contracts) and as such the Company intends to utilise the deferred tax advantage over the next ten years. DigiPlex Holtskogen AS Page 10 of 10

Note 9 - Financial instruments

Amortised At 31 December 2019 cost Other items Total

Assets Other receivables (non interest bearing) 52,707,651 0.00 52,707,651 Public tax receivables (non interest bearing) 0 3,163,328.00 3,163,328 Cash and cash equivalents 21,446,899 0 21,446,899 Total financial assets 74,154,550 3,163,328 77,317,878

Amortised At 31 December 2019 cost Other items Total

Liabilities Loan from related parties (non interest bearing) 140,000,000 0 140,000,000 Trade payables (non interest bearing) 14,881,257 0 14,881,257 Other current liabilities (non interest bearing) 5,937 0 5,937 Total financial liabilities 154,887,193 0 154,887,193

Note 10 - Related party disclosures

The Company is ultimately jointly controlled by William Conway and James Byrne Murphy.

The Annual Report of DigiPlex Holtskogen AS is consolidated in DigiPlex Norway Holding 1 AS. Request of Consolidated Financial Statement can be directed to DigiPlex Norway AS, Ulvenveien 82E, 0581 Oslo, Norway.

Trade payables from purchase of related party services in the amount of NOK 1,026,388 are included in Trade liabilities. Other long- term receivables includes NOK 52,707,651 of paid costs for building on the property to 100 % owned DigiPlex Holtskogen N5 AS. DigiPlex Holtskogen AS and DigiPlex Holtskogen N5 AS merged in 2020 with effect from 1 January 2020.

Note 11 - Events after balance sheet date

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex is closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical. The data center is still under construction and there has not been any increase of costs or other negative impacts registered. The COVID-19 situation has not affected assesments or assumptions in the preparation of the financial statements for 2019.

Annex 8

Annual Report 2019 for DigiPlex Norway Holding 1 AS

2019

DigiPlex Norway Holding 1 AS

Annual Report 2019 Board of Directors’ report 2019

We are pleased to present the 2019 annual financial report for Digiplex Norway Holding 1 AS (the “Group”).

BACKGROUND The Group designs, builds and operates sustainable and secure data centres. DigiPlex is carrier- neutral and offers connectivity to all major cloud and network service providers. DigiPlex offers best-in-class services with the highest possible availability and is trusted by public and private customers alike – including security sensitive organisations such as government and financial institutions with mission-critical applications. DigiPlex’s three data centres are powered by electricity produced from 100% sustainable sources.

DigiPlex Norway Holding 1 AS was founded in April 2019 and, through two instances of contribution in kind became the parent company for two wholly owned subsidiaries, DigiPlex Norway Holding 2 AS and DigiPlex Norway Holding 3 AS, which in turn own a total of 6 companies (together the Group). The Group companies provide highly secure, high-powered, energy-efficient and carrier-neutral data centre space for their customer’s information and communication technology equipment.

The purpose of the new Group structure was to refinance the Group with a new bond loan that was issued on 30 April 2019. The consolidated financial statements are presented based on predecessor accounting of the subsidiaries.

REGULATORY DEVELOPMENTS As at the date of this report, the Board is not aware of any current, or potential, regulatory/political changes that may cause any risk to the operations of the Group.

GOING CONCERN The Board is of the opinion that the financial statements give a true and fair view of the activities of the Group.

In accordance with the Norwegian Accounting Act section 3-3, the Board confirms that the conditions for continued operations as a going concern are present for the Group and that the annual financial statements have been prepared under this presumption. This presumption is based on the Group’s cash flow forecasts. The Group does not have any loan due until April 2024, and is generating a positive cash flow from operations. We are confident that the ongoing Covid- 19 crisis will have no significant negative economic impact on the Group (please find further comments under “Outlook – subsequent events”).

REFINANCING OF THE GROUP DigiPlex Fet AS (DFAS) held a bond loan of NOK 500 million which fell due on 11 June 2019, while DigiPlex Norway AS (DNAS) held a bond loan of NOK 525 million which had a final maturity

on 17 July 2019. In addition, DFAS and DigiPlex Rosenholm AS (DRAS) held shareholder loans of NOK 361.5 million and NOK 105.5 million respectively.

The new Group structure in Norway has made possible a senior secured Bond issue of NOK 1,800 million (tranche 1) with a tap-issue up to NOK 2,250 million (tranche 2) to refinance the Group’s outstanding bond issues in DFAS and DNAS and a one-time distribution to the owners in order to indirectly further fund DigiPlex’s growth plans outside of the Group. The Bond issue of 30 April 2019 has 1st priority mortgage in the DFAS and DNAS data centres, rights under the DRAS lease agreement, share pledges and guarantees from DFAS, DNAS and DRAS. The Bond is listed at the Oslo Stock Exchange and is due to mature in April 2024.

The Group is making interest payments to the bondholders in accordance with the Bond Agreement, with a coupon rate of 365bps plus 3-month NIBOR.

The Board is confident that the current financial resources available to the Group are adequate for its existing requirements

INCOME STATEMENT AND STATEMENT OF FINANCIAL POSITION The Directors have noted that market conditions are good, and that the data centres have sufficient flow of new customers and renewal of contracts.

The enclosed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Operating revenues totalled NOK 375,4 million (2018: NOK 302.9 million), an increase of 23.9%. Growth from expansions of existing data centres and from current customers is the main reason for the increase in revenues.

Operating expenses (excluding depreciation) totalled NOK 186.6 million (2018: NOK 132.8 million), which comprised of NOK 36.5 million in cost of goods sold, NOK 56.7 million of employee costs and NOK 93.3 million of other operating costs.

EBITDA totalled NOK 188.9 million (2018: NOK 170.1 million), an increase of 11.0 %. The EBITDA margin for 2019 was 50.3% (2018: 56.2%). Cash flow from operating activities ended at NOK 229.1 million (2018: NOK 228.5 million), and NOK 40.2 million lower than the EBITDA (2018: NOK 58.4 million higher than the EBITDA).

Depreciation of property, plant and equipment totalled NOK 109.7 million (2018: NOK 97.9 million).

In light of the above, the operating profit for 2019 come in at NOK 79.1 million (2018: NOK 72.2 million). The increase compared to 2018 was mainly due to expansion and increased utilisation of the datacentres.

Net finance costs were NOK 90.7 million (2018: NOK 57.9 million) and increased due to the new bond loan.

The loss before income tax was NOK 11.5 million (profit 2018: NOK 14.3 million). The tax charge came in negative at NOK 2.8 million (2018: NOK 5.4 million), resulting in a loss for the year of NOK 8.7 million (profit 2018: NOK 8.9 million).

Total assets were NOK 2.064.9 million (2018: NOK 1.822.0 million).

Market risk The Group operates nationally and is therefore exposed to limited foreign exchange risk.

However, its interest rate risk arises from a bond loan (see note 12). Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The interest on the loan is adjusted quarterly. The Group also holds loans to related companies. These loans are issued at variable rates in accordance with the bond loan.

In 2019, the Group entered into a forward interest rate agreement to hedge 50% of the floating interest rate exposure of the bond loan. The forward interest rate agreement for the bond loan is fixed at 171.5bps.

The Board is not aware of any additional financial risk factors facing the Group other than those outlined in this report.

HEALTH, SAFETY AND WORK ENVIRONMENT As of 31 December 2019, the Group employed 37 full time staff, made up of 9 females and 28 males. The Group gives equal opportunities to its employees regardless of gender and will continue this policy in the future.

The Group’s ambition is to conduct its operations with zero injuries through effective risk management. The Group considers the working environment as positive and there have been no serious work incidents or damages to material. Only two smaller accidents with personal injuries have been reported during the course of 2019. The Group also maintains a log of sick leave days taken. The absence percentage due to sick leave for 2019 was 2.9 %.

All employees are part of a pension scheme.

The initial target for the DigiPlex group of entities in this area was to purchase all our electricity from certified, renewable sources. We first achieved this in July 2004. We have maintained this achievement ever since.

RESEARCH AND DEVELOPMENT The Group is continually undertaking confidential research and development with the view of improving its processes, customer service, costs and its environmental footprint.

DIGIPLEX NORWAY HOLDING 1 AS The parent company, Digiplex Norway Holding 1 AS, has a solid financial position. The Board confirms that the conditions for continued operations as a going concern are present for the parent company and the group as a whole, and that the annual financial statements have been prepared under this presumption. No circumstances have occurred since the end of the year that are important in the assessment of the company. However, reference is made to the below section regarding outlook and subsequent events. Digiplex Norway Holding 1 AS had a loss after tax in 2019 that the board proposes to allocate as follows:

Transfers and allocations:

Allocated to uncovered loss: -6.5 MNOK Total transfers and allocations: -6.5 MNOK

The company has a book equity of NOK 2,301 million at the end of 2019. The company had no employees as of 31 December 2019, and does not pollute the external environment. The company's head office is in Oslo

The Group follows the information and recommendations from local authorities in Norway. The following actions have been taken:

• DigiPlex implemented a full segregation of the work force on March 9th with several dedicated teams at each location. Members of these teams are not permitted to travel between DigiPlex locations or physically interact with members of other dedicated teams. DigiPlex has invoked the same segregation for our contractors and suppliers to the extent practicably possible.

The Board is not aware of any additional risk factors facing the Group other than those outlined in this report.

Oslo, 31 August 2020

James Byrne Murphy Wiljar Nesse Chairman of the Board Board member / CEO

DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Consolidated statement of comprehensive income

2019 2018 Amounts in NOK '000. Note

Revenue from services 19 335 030 276 513 Revenue from goods sold 19 40 403 26 387 Total revenue 375 433 302 900

Cost of goods sold - 36 514 - 17 613 Employee benefits expense 17 - 56 703 - 38 730 Other operating expenses 17 - 93 337 - 76 433 EBITDA 188 880 170 125

Depreciation and amortisation 6 - 109 737 - 97 893 Operating profit 79 143 72 232

Finance income 18 17 395 2 805 Finance costs 18 - 108 077 - 60 734 Net financial gains/(losses) - 90 681 - 57 929

Profit/(loss) before tax - 11 538 14 303

Income tax expense/(benefit) 12 2 790 - 5 426

Profit/(loss) for the period - 8 748 8 877

Profit/(loss) for the year attributable to the shareholders - 8 748 8 877

Other comprehensive income: Items that may be reclassified to profit or loss 0 0 Items that will not be reclassified to profit or loss 0 0 Other comprehensive income, net of tax 0 0

Total comprehensive income/(loss) for the period - 8 748 8 877

Total comprehensive income/(loss) attributable to shareholders - 8 748 8 877

Page 2 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Consolidated statement of financial position

31.12.2019 31.12.2018 Amounts in NOK '000. Note

ASSETS

Non-current assets Deferred tax asset 12 51 410 48 605 Property, plant and equipment 6, 7 1 675 006 1 493 414 Loans to related parties 14, 20 27 589 20 000 Interest derivatives 14 5 894 0 Other non-current assets 19 298 4 132 Total non-current assets 1 779 198 1 566 151

Current assets Other receivables related parties 0 0 Inventories 3 953 3 106 Trade and other receivables 8 102 784 122 758 Public tax receivables 210 0 Cash and cash equivalents 9 178 738 130 019 Total current assets 285 684 255 883

TOTAL ASSETS 2 064 882 1 822 033

EQUITY AND LIABILITIES

Equity Paid-in equity Share capital 10 185 185 Share premium reserve 10 0 39 601 Total paid-in equity 185 39 786

Earned equity Other equity - 210 524 8 877 Total earned equity - 210 524 8 877

Total equity - 210 339 48 663

Liabilities Non-current liabilities Borrowings 13, 14 2 010 633 467 596 Long term lease obligation 7 58 168 64 109 Other long term liabilities 682 682 Total non-current liabilities 2 069 484 532 387

Current liabilities Borrowings 13 16 532 1 055 923 Deposits from customers 14, 22 8 252 8 603 Trade payables and other liabilities 14, 15, 20 180 954 168 284 Public tax liabilities 16 0 8 174 Total current liabilities 205 737 1 240 983

Total liabilities 2 275 221 1 773 370

TOTAL EQUITY AND LIABILITIES 2 064 882 1 822 033

Page 3 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Consolidated statement of cash flow

2019 2018 Amounts in NOK '000. Note

Cash flows from operating activities

Profit before income tax - 11 538 14 303

Adjusted for: Depreciation and amortisation 6 109 737 97 893 Financial activities 18 90 681 57 929 Changes in inventories - 847 - 273 Change in trade and other receivables 8 - 10 522 - 40 558 Change in trade and other payables 14, 15 51 588 99 184 Net cash from operating activities 229 098 228 478

Cash flows from investing activities Purchase of property, plant and equipment 6 - 353 290 - 240 742 Issue of loan to related party 20 0 0 Repayment of loan from related party 0 40 000 Interest received 1 638 458 Net cash from investing activities - 351 652 - 200 284

Cash flows from financing activities Issue of bond loan / shareholder loan 13 2 011 000 88 132 Repayment of bond loan / shareholder loan 13 - 1 502 095 0 Repayment of other loans - 4 778 - 4 045 Repayment of paid-in capital 11 - 250 250 0 Interests paid 18 - 82 604 - 60 840 Net cash from financing activities 171 273 23 247

Net change in cash and cash equivalents 48 719 51 440 Carried forward cash and cash equivalents 130 019 78 578 Cash and cash equivalents on closing date 9 178 738 130 019

Of which restricted cash and cash equivalents 9 3 021 6 017

Page 4 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Consolidated statement of changes in equity

Share premium Amounts in NOK '000. Note Share capital reserve Other equity Total equity

Balance at 1 January 2019 10 185 39 601 8 873 48 659

Loss for the period 0 - 8 748 - 8 748 Repayment of paid-in capital 0 - 39 601 - 210 649 - 250 250 Other comprehensive income 0 0 0 0 Balance at 31 December 2019 185 0 - 210 524 - 210 339

Balance at 1 January 2018 10 185 39 601 0 39 786

Profit for the period 0 0 8 877 8 877 Adjustment 0 0 - 4 - 4 Other comprehensive income 0 0 0 0 Balance at 31 December 2018 185 39 601 8 873 48 659

Page 5 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Group notes

Note 1 - General information

DigiPlex Norway Holding 1 AS ("the Company") is a Norwegian private limited liability company incorporated on 5 March 2019 and regulated by the Norwegian Private Limited Liability Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with company registration number 922393265, its registered business address is Ulvenveien 82E, 0581 Oslo, Norway.

DigiPlex Norway Holding 1 AS is the parent company for two wholly owned subsidiaries, DigiPlex Norway Holding 2 AS and DigiPlex Norway Holding 3 AS, which in turn own a total of 6 companies (together the Group). The Group companies provide highly secure, high-powered, energy- efficient and carrier-neutral data centre space for their customer's information and communication technology equipment.

The ownership of the subsidiaries was transferred from the parent companies by two instances of contribution in kind, the first one on the 24 April 2019 and the second one on 11 December 2019. As the parent company has no other activity than owning the shares in the subsidiaries, predecessor accounting has been applied when showing the Group activity. The Group business going forward will be based on the subsidiaries as a combination of entities under common control using book values for the individual entities.

The financial statements are presented in thousand Norwegian Kroner (NOK '000).

Note 2 - Summary of significant accounting policies

The financial statements have been prepared on a going concern basis.

2.1 Consolidation

2.2 Revenue recognition

2.2.1 Sales of services The Group provides IT housing services including engineering support, connectivity and other IT services. The Group recognises revenue from rendering of services over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue over time by measuring the progress towards complete satisfaction of the services. The method applied is the one that most faithfully depicts our progress towards complete satisfaction of the performance obligation.

Page 6 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

2.3 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors that makes strategic decisions.

The Group has identified three primary segments; DNAS, DFAS and DRAS, all providing IT housing services, and one geographical segment; greater Oslo area.

2.4 Classification of balance sheet items

2.5 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

2.6 Cash and cash equivalents

Cash and cash equivalents are classified at amortised cost. In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks.

2.7 Borrowings

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.8 Foreign currencies

(i) Presentation currency The financial statements of the Group are presented in Norwegian kroner (NOK).

2.9 Employee benefits

The Group has defined contribution plans in all Group companies. With a defined contribution plan the Group companies pays contributions to an insurance company. After the contribution has been made the Group company has no further commitment to pay. The contribution is recognised as payroll expenses.

Page 7 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

2.10 Taxation

Income tax expense represents the current tax calculated on taxable profits for the year, any adjustments in respect of prior periods and the deferred tax charge or credit for the year.

2.11 Property, plant and equipment

2.12 Impairment of tangible assets

2.13 Provisions

Page 8 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

2.14 Financial instruments

2.14.1 General principles and definitions

2.14.2 Financial instruments at fair value through profit and loss

Financial instruments at fair value through profit and loss are derivatives. See note 2.14.4

2.14.3 Financial instruments at amortised cost

The group’s financial instruments at amortised cost primarily comprise borrowings and bank deposits as well as receivables and payables arising from regular operation.

Trade receivables Trade receivables in the balance sheet relate primarily to the letting business. The main priority with such receivables is to secure payment of outstanding rental income when it falls due. Receivables are classified at amortised cost.

Trade payables Trade payables were assessed at amortised cost.

2.14.4 Derivatives and hedging

The group’s interest-rate swap contract is used as economic hedge. Hedge accounting is not applied.

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently recognised continuously at their fair value. Changes in the fair value of derivatives are recognised in the income statement under change in market value of financial derivative instruments.

2.15 Trade payables

Page 9 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

2.16 Government grant

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to property, plant and equipment are deducted from the cost of the asset and are credited to the income statement on a straight line basis over the expected lives of the related assets as part of depreciation.

In 2018 and 2019, one of the Group companies (DNAS) were approved for a SkatteFUNN R&D tax incentive grant, a government program designed to stimulate research and development (R&D) in Norwegian trade and industry, for a project at the Ulven site. SkatteFUNN grants are recognised as a reduction of acquisition cost of assets or cost reduction in the income statement, depending on where the underlying cost has been recognised.

2.17 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. No impairments were made in 2019 nor in 2018.

Note 3 - Significant accounting estimates and assumptions

3.1 Business combinations under common control

As the accounts are prepared using predecessor accounting, the comparative figures for periods prior to the foundation of DigiPlex Norway Holding 1 AS and the Group formation have been prepared using the accounting priciples decribed above.

The Group has applied IFRS 16, ‘Leases’ when preparing comparative figures. The new standards have not had any material effects. Refer to note 2.2, 2.14 and 3.2 for further information.

Page 10 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

3.2 IFRS 16 Leases

New accounting standards are applied in preparation of the accounts. This note explains the impact of the adoption of IFRS 16 Leases on the Group’s financial statements and discloses the accounting policies that have been applied from 1 January 2019.

The Group has adopted IFRS 16 retrospectively from 1 January 2019, and has restated comparatives for the 2018 reporting period. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the balance sheet on 1 January 2018.

Adjustments recognised on adoption of IFRS 16 On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted at a interest rate of 5.27%, which is considered the most relevant interest rate on commencement date for the leases.

The Group held no leases previously classified as finance leases. For leases previously classified as operational leases the entity recognised the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application using the measurement principles of IFRS 16. The comparative figures for 2018 has been restated accordingly. This resulted in Right-of-use assets / Lease liabilities as disclosed below. The amounts are specified by operating segment and by accounting line:

DNAS DFAS DRAS Group Amounts in NOK '000. Value per 1 January. 2019 2018 2019 2018 2019 2018 2019 2018

Operating lease commitments, tenancy 2 044 1 973 0 0 4 790 4 661 6 834 6 634 Operating lease commitments, machines 639 319 0 0 0 0 639 319

Right of use asset, building 4 136 5 803 0 0 61 519 46 718 65 655 52 521 Right of use asse, machines 2 498 2 677 0 0 0 0 2 498 2 677

Long term lease obligation 4 301 6 634 0 0 59 075 44 519 63 376 51 153 Short term lease obligation 2 332 1 846 0 0 2 444 2 199 4 776 4 045

The right-of use assets were measured at the amount equal to the lease liability as at 31 December 2018.

The change in accounting policy affected the following items in the Income Statement for 2018 and 2019:

Amounts in NOK '000. 2019 2018 Other operating expenses - 7 449 - 6 954 Depreciation 6 496 4 045 Finance cost 2 672 2 909 Income tax expense - 378 - Profit/(loss) for the period - 1 341 -

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: - the use of a single discount rate to a portfolio of leases with reasonably similar characteristics - reliance on previous assessments on whether leases are onerous - the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases - the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and - the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

Note 4 - Financial risk management

Page 11 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

4.1 Market risk

(i) Currency risk The Group operates domestically and is therefore exposed to a limited currency risk.

(ii) Interest rate risk on cash flows The Group's interest rate risk arises from a long-term bond loan in the parent company, DNH2. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The interest on the bond loan is adjusted quarterly.

At 31 December 2019, if the Norwegian key policy rate had been 10 basis points higher/lower with all other variables held constant, post-tax profit for any year would have been approximately NOK 900,000 higher/lower, as a result of higher/lower interest expense on bond borrowings.

The Group has completed the re-financing of the bond loans which fell due on 11 June and 17 July 2019.

Lease Trade payables and Amounts in NOK '000. Bond loan obligations other liabilities < 1 year 101 340 7 652 180 954 1 - 3 years 202 680 11 864 0 3 - 5 years 1 935 120 11 122 0 > 5 years 0 63 861 0 Expected cash flow 2 239 140 94 498 180 954 Book value 2 027 165 63 376 180 954

The bond loan was issued at 30 April 2019 by DigiPlex Norway Holding 2 AS. Fair value of the bond loan is correspond to the issuer price. The bond was listed on the Oslo Stock Exchange on 22 October 2019.

Page 12 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 5 - Group companies and investment in subsidiaries

Group company Owned by Ownership Location Formed Acquired DigiPlex Norway Holding 2 AS DigiPlex Norway Holding 1 AS 100 % Oslo 2019 2019 DigiPlex Norway Holding 3 AS DigiPlex Norway Holding 1 AS 100 % Oslo 2019 2019 DigiPlex Norway AS DigiPlex Norway Holding 2 AS 100 % Oslo 2000 2019 DigiPlex Rosenholm AS DigiPlex Norway Holding 2 AS 100 % Oslo 2009 2019 DigiPlex Fet AS DigiPlex Norway Holding 2 AS 100 % Lillestrøm 2013 2019 DigiPlex Fet 2 AS DigiPlex Norway Holding 3 AS 100 % Lillestrøm 2017 2019 DigiPlex Holtskogen AS DigiPlex Norway Holding 3 AS 100 % Indre Østfold 2019 2019 DigiPlex Holtskogen N5 AS DigiPlex Holtskogen AS 100 % Indre Østfold 2015 2019

Note 6 - Property, plant and equipment

Plant and Furiture Assets under Right of use Amounts in NOK '000. Land equipment and fixtures construction assets Total

As at 1 January 2019 Accumulated cost 48 967 2 013 252 8 993 12 475 72 199 2 155 885 Accumulated depreciation 0 - 652 361 - 6 066 0 - 4 045 - 662 472 Net book value 48 967 1 360 891 2 927 12 475 68 154 1 493 414

Year ended 31 December 2019 Opening net book value 48 967 1 360 891 2 927 12 475 68 154 1 493 414 Additions 75 834 77 224 1 362 136 909 0 291 329 Disposals 0 0 0 0 0 0 Depreciation charge 0 - 102 113 - 1 128 0 - 6 496 - 109 737 Closing net book value 124 800 1 336 003 3 161 149 384 61 658 1 675 006

As at 31 December 2019 Accumulated cost 124 800 2 090 476 10 355 149 384 72 199 2 447 214 Accumulated depreciation 0 - 754 474 - 7 193 0 - 10 541 - 772 208 Net book value 124 800 1 336 003 3 161 149 384 61 658 1 675 006

As at 1 January 2018 Accumulated cost 48 570 1 790 727 6 326 0 72 199 1 917 822 Accumulated depreciation 0 - 560 448 - 4 130 0 0 - 564 578 Net book value 48 570 1 230 279 2 196 0 72 199 1 353 244

Year ended 31 December 2018 Opening net book value 48 570 1 230 279 2 196 0 72 199 1 353 244 Additions 396 222 525 2 667 12 475 0 238 063 Disposals 0 0 0 0 0 0 Depreciation charge 0 - 91 913 - 1 935 0 - 4 045 - 97 893 Closing net book value 48 967 1 360 891 2 927 12 475 68 154 1 493 414

As at 31 December 2018 Accumulated cost 48 967 2 013 252 8 993 12 475 72 199 2 155 885 Accumulated depreciation 0 - 652 361 - 6 066 0 - 4 045 - 662 472 Net book value 48 967 1 360 891 2 927 12 475 68 154 1 493 414

Depreciation plan None Straight line Straight line None Straight line Expected useful life 10 - 50 years 3 - 6 years 3 - 25 years

Page 13 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 7 - Leases

The Group leases several assets, such as offices and other facilities. The Group's right-of-use assets and corresponding lease liabilites are categorised and presented in the table below:

Amounts in NOK '000. Property rent Server lease Total

Right of use assets

As at 1 January 2019 65 655 2 499 68 154 Additions 0 0 0 Depreciation expense - 5 941 - 555 - 6 496 As at 31 December 2019 59 714 1 943 61 658

Remaining lease term 1 - 15 years 3.5 years

As at 1 January 2018 69 522 2 677 72 199 Additions 0 0 0 Depreciation expense - 3 867 - 178 - 4 045 As at 31 December 2018 65 655 2 499 68 154

Lease liabilities

As at 1 January 2019 65 655 2 499 68 154 Additions 0 0 0 Accretion of interest 2 564 132 2 696 Lease payment - 6 834 - 639 - 7 473 As at 31 December 2019 61 385 1 991 63 376 Short term lease liability 4 674 534 5 208 Long term lease liability 56 711 1 457 58 168

As at 1 January 2018 69 522 2 677 72 199 Additions 0 0 0 Accretion of interest 2 768 141 2 909 Lease payment - 6 635 - 319 - 6 954 As at 31 December 2018 65 655 2 499 68 154

Expenses related to low value asset leases and short-term leases for the Company are considered immaterial.

Some leases include extension options exercisable near the end of the lease term. The Company assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

The following table sets out a maturity analysis of lease payables, showing the undiscounted lease payments to be paid after closing date:

Payments related Total Payments related Irrevocable to options lease payments, to options Amounts in NOK '000. lease payments considered considered not considered < 1 year 7 652 0 7 652 0 1 - 5 years 22 986 0 22 986 4 355 > 5 years 234 63 627 63 861 79 883 Expected cash flow 30 871 63 627 94 498 84 238 Book value 63 376

Page 14 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 8 - Trade and other receivables

Amounts in NOK '000. 2019 2018 Trade receivables 66 753 69 775 Trade receivables related parties 4 142 5 074 Less: provision for impairment of trade receivables 0 0 Trade receivables - net 70 895 74 849

Prepayments 7 314 8 101 Other receivables 0 10 717 Other receivables related parties 3 013 17 764 Accrued income not invoiced 21 562 11 327 Total other receivables 31 889 47 909

Total trade and other receivables 102 784 122 758

Trade receivables arise from the sale of services or goods within the normal operations. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. The Group has evaluated potential losses on trade receivables based on historic losses. The Group has recorded no losses for 2019 or 2018. Based on this the Group does not expect to record any losses on trade receivables recorded as at 31 December 2019.

Amounts in NOK '000. 2019 2018 Not yet due 24 983 50 570 0 - 30 days 34 748 14 035 31 - 60 days 9 295 9 290 61 - 90 days 692 43 >90 days 1 177 910 Total 70 895 74 849

Note 9 - Cash and cash equivalents

Amounts in NOK '000. 2019 2018

Short term cash deposits, cash equivalents 175 717 124 001 Restricted cash 3 021 6 017 Cash and cash equivalents 178 738 130 019

Restricted cash Employees' taxes withheld 1 726 1 860 Lease deposits 1 295 1 284 Deposits for credits from suppliers 0 2 873 Total restricted cash 3 021 6 017

Note 10 - Share capital and shareholder information

Total paid in Amounts in NOK No of shares Ordinary shares Share par value Share capital Share premium capital As at 1 January 2019 0 0 0 0 0 0 Share capital contribution in kind 300 300 500 150 000 2 121 150 000 2 121 300 000 Repayment of paid-in capital 0 0 0 0 -250 250 049 -250 250 049 Share capital contribution in kind 70 70 500 35 000 436 536 322 436 571 322 As at 31 December 2019 370 370 1 000 185 000 2 307 436 273 2 307 621 273

All shares have equal rights and are fully paid.

Shareholders No of shares Percentage ownership

DigiPlex Norway Acquisitions LLC, Delaware, USA 171 46,2 % DigiPlex Rosenholm LLC, Delaware, USA 56 15,1 % DigiPlex Fet LLC, Delaware, USA 73 19,7 % DigiPlex Fet 2 LLC, Delaware, USA 28 7,6 % DigiPlex Holtskogen LLC, Delaware, USA 42 11,4 % Total 370 100,0 %

Page 15 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 11 - Equity, dividends and repayment of paid-in capital

Amounts in NOK '000. 2019 2018

Repayment of paid-in capital 250 250 0

No dividend is proposed to be paid after the balance sheet date.

Notwithstanding that the Company’s equity is in a negative position (NOK 210.3 million), the Board confirms that there are sufficient funds available to the Group from its operating revenues and its existing funding arrangement to operate as a going concern. The Board has evaluated the Group’s value adjusted equity. The valuation of the data centre operations was based on external advice, and the Board concluded that the market value of the Group’s equity is positive.

Note 12 - Income tax

Amounts in NOK '000. 2019 2018 Tax payable 0 0 Change in deferred tax - 2 790 3 217 Effect of change in tax rate to deferred tax positions 0 2 209 Income tax expense - 2 790 5 426

Basis for tax payable Profit before income tax - 11 538 14 303 Permanent differences - 1 142 - 316 Change in temporary differences - 23 578 2 214 Group contribution 0 0 Change in interest limitation 0 0 Change in tax losses carry forward 36 259 - 16 201 Basis for tax payable 0 - 0 Tax rate for calculation of tax payable 22 % 23 % Calculated tax payable 0 - 0

Temporary differences Non-current assets 5 936 19 114 Right-of-use assets - 131 0 Interest derivatives 5 894 0 Amortisation transaction costs 22 867 2 501 Amortisation sales contracts 12 528 1 880 Total temporary differences 47 093 23 495

Interest limitation - 1 375 - 1 375 Tax loss carry forward - 279 402 - 243 052 Basis for deferred tax asset in the balance sheet - 233 683 - 220 932 Tax rate for calculation of deferred tax / deferred tax asset 22 % 22 % Calculated deferred tax / deferred tax asset - 51 410 - 48 605 Recognised deferred tax / deferred tax asset - 51 410 - 48 605

Net deferred tax positions Non-current assets 1 306 4 205 Right of use assets and lease liabilities, net - 29 0 Interest derivatives 1 297 0 Amortisation transaction costs 5 031 550 Amortisation sales contracts 2 756 414 Interest limitation - 302 - 302 Tax loss carry forward - 61 468 - 53 471 Net at 31 December - 51 410 - 48 605

Calculation of effective tax rate

Profit before income tax - 11 538 14 303 Tax calculated using nominal tax rate - 2 538 3 290 Effect of permanent differences - 251 - 73 Effect of change in tax rate for deferred tax positions 0 2 209 Income tax expense - 2 790 5 426 Effective tax rate 24,2 % 37,9 %

Deferred tax asset is recognised. Deferred income tax assets are recognised for tax loss carry forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. Even though the Group recorded a taxable loss in 2019, its underlaying operations normally generates a positive taxable profit. Due to the refinancing in 2019, where the new bond loan was interest bearing from the settlement date of 30 April 2019 while the refinanced bonds were not settled until due date on 11 June 2019 and 17 July respectively, the interest for that period was NOK 9.0 million higher due to double loans for a period. Further, the Group recorded NOK 26.3 million in transaction costs related to the new bond loan. Without these one-off costs, the Group would have had a taxable loss in 2019 at NOK 0.9 million. The Group recorded a taxable profit each of the latest years, and expects to do so in the coming years.

Page 16 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 13 - Borrowings and securities/pledges

One of the Group's subsidiaries, DigiPlex Norway Holding 2 AS (DNH2), issued a senior secured bond of NOK 1,800 million to refinance the DNH2 group's outstanding bond issues in DigiPlex Fet AS (“DFAS”) and DigiPlex Norway AS (“DNAS”) and to enable repayment of shareholder loans.

The new lending facility was drawn up by DNH2 at 30 April 2019. The borrowing limit is NOK 2 250 million of which NOK 1 800 million was drawn up in tranche 1. The bond shall be repaid in full on final maturity date 30 April 2024. Interest payment quarterly. Reference rate is NIBOR 3 months + a margin of 365 bps.

As security for the loan DigiPlex Norway AS, DigiPlex Fet AS and DigiPlex Rosenholm AS all has issued jointly and several, unconditional and irrevocable Norwegian law guarantee and indemnity.

Under the terms of the bond loan DNH2 is required to comply with the following financial covenants: - Minimum liquidity of NOK 50 million - Aggregated Loan to Market Value of Group Asset ratio of < 75 percent - EBITDA to Interest Cover ratio of > 1.5

No breach of financial covenants has occured during 2019.

Changes in liabilities arising from financial activities

Bond loans Shareholder Amounts in NOK '000. DIPL01 DIPNO01 DPNH01 loans Total DigiPlex DigiPlex DigiPlex Issuer Norway Fet AS Norway AS Holding 2 AS

Coupon rate NIBOR + 375 bps NIBOR + 375 bps NIBOR + 365 bps Maturity date 11.06.2019 17.07.2019 30.04.2024

Carrying amount as at 31.12.2018 500 460 555 463 0 467 595 1 523 519

Changes from financial flows - 500 000 - 550 000 1 800 000 - 234 095 515 905 Changes from foreign exchange rates 0 0 0 0 0 Transaction cost paid 0 0 - 26 385 0 - 26 385 Non-cash movements: Change in accrued interest - 1 400 - 7 025 16 532 0 8 107 Transaction cost expensed 940 1 561 3 518 0 6 019 Carrying amount as at 31.12.2019 0 0 1 793 665 233 500 2 027 165 Non-current part 0 0 1 777 133 233 500 2 010 633 Current part 0 0 16 532 0 16 532

Page 17 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 14 - Financial instruments

The interest derivative is measured at fair value using information according to level 2 of the fair value hierarchy as presented in IFRS 13. The Group's bond loan is listed on the Oslo Stock Exchange and the fair value of the loan is NOK 1,872 million at 31 December 2019 using information according to level 2 of the fair value hiearchy. The bond loan is measured at amortised cost.

The remaining financial instruments are measured at amortised cost. A categorisation of the Group’s financial instruments is presented below.

Fair value Amortised through Other Amounts in NOK '000. cost profit or loss items Total

Assets

As at 31 December 2019 Loans to related parties 27 589 0 0 27 589 Interest derivatives 0 5 894 0 5 894 Trade receivables (non interest bearing) 70 895 0 0 70 895 Other receivables (non interest bearing) 0 0 51 397 51 397 Cash and cash equivalents 178 738 0 0 178 738 Total financial assets as at 31 December 2019 277 221 5 894 51 397 334 512

As at 31 December 2018 Loans to related parties 20 000 0 0 20 000 Interest derivatives 0 0 0 0 Trade receivables (non interest bearing) 74 849 0 0 74 849 Other receivables (non interest bearing) 0 0 52 041 52 041 Cash and cash equivalents 130 019 0 0 130 019 Total financial assets as at 31 December 2018 224 868 0 52 041 276 909

Liabilities

As at 31 December 2019 Borrowings (non-current and current) 2 027 165 0 0 2 027 165 Long term lease liabilities 58 168 0 0 58 168 Oter non-current liabilities 682 0 0 682 Short term lease liabilities 5 208 0 0 5 208 Contract liabilities 0 0 52 029 52 029 Deposits from customers 8 252 0 0 8 252 Trade payables (non interest bearing) 85 395 0 0 85 395 Accrued public taxes (non interest bearing) 0 0 0 0 Other current liabilities (non interest bearing) 38 321 0 0 38 321 Total financial liabilities as at 31 December 2019 2 223 192 0 52 029 2 275 221

As at 31 December 2018 Borrowings (non-current and current) 1 523 519 0 0 1 523 519 Long term lease liabilities 64 109 0 0 64 109 Oter non-current liabilities 682 0 0 682 Short term lease liabilities 3 908 0 0 3 908 Contract liabilities 0 0 45 208 45 208 Deposits from customers 8 603 0 0 8 603 Trade payables (non interest bearing) 60 681 0 0 60 681 Accrued public taxes (non interest bearing) 0 0 8 174 8 174 Other current liabilities (non interest bearing) 58 486 0 0 58 486 Total financial liabilities as at 31 December 2018 1 719 988 0 53 382 1 773 370

Note 15 - Trade payables and other liabilities

Amounts in NOK '000. 2019 2018 Trade payables 81 361 53 967 Trade payables related parties 4 034 6 714 Liabilities to related parties 20 095 0 Accrued salaries to employees 6 756 5 888 Contract liabilities 52 029 45 208 Short term lease obligation, right of use assets 5 208 3 908 Other liabilities 11 471 52 598 Total trade payables and other liabilities 180 954 168 284

Page 18 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 16 - Public tax liabilities

Amounts in NOK '000. 2019 2018 Withheld tax for employees 1 723 1 858 VAT settlement - 3 193 4 901 Accrued and unpaid employees social contribution 1 470 1 416 Total public tax liabilities - 0 8 174

Note 17 - Employee benefits expense

Amounts in NOK '000. 2019 2018 Salaries 45 139 31 533 Payroll tax 6 953 5 026 Defined contribution plan 2 798 1 942 Other benefits 1 813 228 Total personnel expenses 56 703 38 730

Number of employees 37 36 Average number of full-time employees 36 34

The Company maintains a pension scheme which is applicable for all employees. The Company fulfils the regulations regarding mandatory pension fund.

Key management personnel are defined as directors of the board and the CEO. The Chairman of the Board charges management fee, see note 18 for details. No loans have been granted to the CEO, the Chairman of the Board or other individual related parties.

Remuneration to key personnel Amounts in NOK '000. Salaries Bonus Pension Other benefits Sum

Directors of the board 0 0 0 0 0 CEO 2 435 2 017 160 254 4 866

Auditor remuneration (all amounts are excluding VAT) Amounts in NOK '000. 2019 2018

Statutory audit 625 463 Other assurance services 173 25 Tax compliance 150 39 Other assistance 109 0 Total auditor remuneration (excluding VAT) 1 057 527

Note 18 - Financial income and expenses

Amounts in NOK '000. 2019 2018

Interest income on short term bank deposits 1 994 460 Interest income from related parties 9 031 2 172 Fair value change on interest derivative 5 894 0 Other interest and financial income 476 174 Total financial income 17 395 2 805

Interest expenses 94 715 57 091 Interest expenses from related parties 7 966 2 909 Other financial expenses 5 396 734 Total financial expenses 108 077 60 734

Net financial (expenses)/income - 90 681 - 57 929

Page 19 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 19 - Segments and revenue information

The Group derives its revenues and profits from the operation of three separate data centres. The data centres are considered as reporting segments as they are monitored separately. The chief operating decision maker, consisting of the Chairman of the Board and Chief Executive Officer, considers the business from both a product and a geographic perspective.

The Group also has two new data centers under construction, DigiPlex Fet 2 and DigiPlex Holtskogen, these are not reflected in the table below, as they will be operational from 2020.

The table shows the segment information provided to the chief operating decision maker for the reportable segments for the year ended 31 December 2019.

Group items Amounts in NOK '000. DNAS DRAS DFAS and eliminations Consolidated

2019

Revenue from external customers 184 341 52 027 139 064 0 375 433 Inter-segment revenue 31 770 1 655 605 - 34 031 0 Total segment revenue 216 111 53 683 139 670 - 34 031 375 433

EBITDA 87 567 23 875 77 604 - 166 188 880

At 31 December 2019

Property, plant and equipment 392 890 278 723 777 756 225 637 1 675 006 Other segment assets 164 598 32 384 125 880 67 014 389 876 Total segment assets 557 488 311 107 903 636 292 651 2 064 882

Segment liabilities 461 880 324 699 933 125 555 518 2 275 221

2018

Revenue from external customers 160 556 50 761 91 584 0 302 901 Inter-segment revenue 18 709 0 0 - 18 709 - 0 Total segment revenue 179 265 50 761 91 584 - 18 709 302 900

EBITDA 80 492 22 537 60 153 6 942 170 125

At 31 December 2018

Property, plant and equipment 421 659 286 880 772 400 12 475 1 493 414 Other segment assets 292 886 25 360 141 977 - 125 224 334 999 Total segment assets 714 545 312 240 914 377 - 112 749 1 828 413

Segment liabilities 629 910 324 103 938 563 - 112 826 1 779 750

The Group uses EBITDA as a measure to assess the performance of the segments. The segment overview excludes the effects of unrealised gains/losses on financial instruments. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central finance function, which manages the cash position of the Group.

Page 20 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 20 - Related party disclosures

The Group is controlled by DigiPlex Norway Holding 1 AS, which in turn is ultimately jointly controlled by William Conway and James Byrne Murphy.

The following transactions were carried out with related parties:

Amounts in NOK '000. 2019 2018 Purchase of services Management services 1 030 8 920 Support services 12 154 7 395 Total 13 184 16 314

Trade payables related to purchases of services from related parties are included in Trade and other payables (see also note 13).

Amounts in NOK '000. 2019 2018 Sale of services Support services 13 398 6 091 Interest charged 1 066 2 171 Total 14 463 8 262

Trade receivable from the sale of services to related parties are included in Trade and other receivables (see also note 7).

Long term loans to related parties: Amounts in NOK '000. 2019 2018 As of 1 January 20 000 20 000 Interest reclassified 6 523 0 Interest accrued in 2019 1 066 0 As of 31 December 27 589 20 000

Interest charged 1 066 2 171

Long term loans from related parties: Amounts in NOK '000. 2019 2018 As of 1 January 467 595 602 533 Loans advanced 218 000 0 Loans repaid - 452 095 - 134 938 As of 31 December 233 500 467 595

Interest charged 0 0

The NOK 20 mill loan advanced is to DigiPlex Norway Acquisitions LLC, and is interest bearing. The loans received in 2019 are from the parent companies to DigiPlex Fet 2 AS and DigiPlex Holtskogen AS, and are non interest bearing. All loans are unsecured related party loans and with no set repayment date.

The Group has identified the following related parties:

Name of company Type of relationship Type of services DigiPlex Stockholm 1 AB Related party Support services DigiPlex Stockholm 2 AB Related party Support services DigiPlex Copenhagen 1 Aps Related party Support services DigiPlex Copenhagen 2 Aps Related party Support services DigiPlex London 1 Limited Related party Support services Kitebrook Partners LLC Related party Management services DigiPlex Norway Acquisitions LLC Related party Financing DigiPlex Rosenholm LLC Related party Financing DigiPlex Fet LLC Related party Financing DigiPlex Fet 2 LLC Related party Financing DigiPlex Holtskogen LLC Related party Financing

Note 21 - Contingencies and commitments

The Group does not have any contingent liabilities as at 31 December 2019.

Note 22 - Deposits from customers

Deposits from customers are held as security for contractually obligated payments in the event of a default .The deposits are non-interest bearing and will be repaid upon termination of contract. The customer contract does not include a time clause, hence no amortisation has been made.

Page 21 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Group

Note 23 - Assets and liabilities related to contracts with customers

The Company has the following assets and liabilities related to contracts with customers:

Amounts in NOK '000. 2019 2018 Current contract assets 0 0 Current contract liabilities 52 029 45 208

Current contract liabilities consist of prepayments of IT Housing service fees which DigiPlex invoice in advance on a quarterly basis in accordance with company policy and underlying contracts.

Note 24 - Events after the closing date

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex is closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical. As the Group’s data centres form part of services that are critical for society, and its customers are mainly larger public and private corporations, no loss of revenue or of accounts receivable have been registered. The COVID-19 situation has not affected assesments or assumptions in the preparation of the financial statements for 2019.

Page 22 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Statement of comprehensive income

Amounts in NOK '000. Note 2019

Revenue from services 0 Revenue from goods sold 0 Total revenue 0

Cost of goods sold 0 Employee benefits expense 0 Other operating expenses 5 - 328 EBITDA - 328

Depreciation and amortisation 0 Operating profit - 328

Finance income 0 Finance costs - 7 966 Net financial gains/(losses) - 7 966

Profit/(loss) before tax - 8 294

Income tax expense/(benefit) 4 1 825

Profit/(loss) for the year - 6 469

Profit/(loss) for the year attributable to the shareholders - 6 469

Other comprehensive income: Items that may be reclassified to profit or loss 0 Items that will not be reclassified to profit or loss 0 Other comprehensive income, net of tax 0

Total comprehensive income/(loss) for the period - 6 469

Total comprehensive income/(loss) attributable to shareholders - 6 469

Page 23 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Statement of financial position

Amounts in NOK '000. Note 31.12.2019

ASSETS

Non-current assets Deferred tax asset 3 1 825 Land, building and outfitting 510 Shares in subsidiaries 5 2 557 871 Total non-current assets 2 560 206

Current assets Trade and other receivables 2 340 Bank deposits 51 Total current assets 2 391

TOTAL ASSETS 2 562 597

EQUITY AND LIABILITIES

Equity Paid-in equity Share capital 2 185 Share premium reserve 2 307 436 Total paid-in equity 2 307 621

Earned equity Other equity - 6 469 Total earned equity - 6 469

Total equity 2 301 152

Liabilities Non-current liabilities Borrowings 6 258 246 Total non-current liabilities 258 246

Current liabilities Trade and other payables 3 199 Total current liabilities 3 199

Total liabilities 261 445

TOTAL EQUITY AND LIABILITIES 2 562 597

Page 24 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Statement of changes in equity

Share premium Amounts in NOK '000. Note Share capital reserve Other equity Total equity

Balance at 1 January 2019 10 0 0 0 0

Foundation, 5 March 2019 30 0 0 30 Share capital contribution in kind, 24 April 2019 120 2 121 150 2 121 270 Share capital contribution in kind, 11 December 2019 35 436 536 436 571 Repayment of paid-in capital 0 - 250 250 - 250 250 Profit for the period - 6 469 - 6 469 Other comprehensive income 0 0 0 0 Balance at 31 December 2019 185 2 307 436 - 6 469 2 301 152

Page 25 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Statement of cash flow

Amounts in NOK '000. Note 2019

Cash flows from operating activities

Profit/loss before income tax - 8 294

Adjusted for: Depreciation and amortisation 0 Financial activities 7 966 Changes in inventories 0 Change in trade and other receivables - 3 Change in trade and other payables 102 Net cash from operating activities - 229

Cash flows from investing activities Purchase of property, plant and equipment 0 Issue of loan to related party 6 0 Interest received 0 Net cash from investing activities 0

Cash flows from financing activities Net issue of loan 8 250 280 Short term loan from related parties 250 Repayment of paid-in capital - 250 250 Net cash from financing activities 280

Net change in cash and cash equivalents 51 Carried forward cash and cash equivalents 0 Cash and cash equivalents on closing date 51

Of which restricted cash and cash equivalents 0

Page 26 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Parent notes

Note 1 - Accounting principles

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the company’s accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements are disclosed in the notes to these financial statements.

The financial statements have been prepared on a going concern basis.

General principles and definitions

Current assets are valued at the lower of purchase cost and net realisable value. Short term liabilities are reflected in the balance sheet at nominal value on the establishment date.

Loans to related parties Loans to related parties are recognised initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortised cost using the effective interest method.

Page 27 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Trade payables Trade payables were assessed at amortised cost.

Impairment Impairment of financial assets, primarily loans to group companies, is based on an expected credit loss model. The expected 12 month credit loss is regarded as immaterial

Trade payables

Cash and cash equivalents

Cash and cash equivalents are classified at amortised cost. In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks.

Taxation

Income tax expense represents the current tax calculated on taxable profits for the year, any adjustments in respect of prior periods and the deferred tax charge or credit for the year.

Financial risk management

(i) Currency risk The Company operates domestically and is therefore exposed to a limited currency risk.

(ii) Interest rate risk on cash flows The Company's interest rate risk arises from a long-term loan from a subsidiary. Borrowings issued at variable rates expose the company to cash flow interest rate risk. The interest on the loan is adjusted quarterly.

(iii) Credit risk Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposures to loans to related parties, including outstanding receivables and committed transactions. Management assesses the credit quality of the related parties, taking into account its financial position, past experience and other factors. Credit risk related to bank insolvency is closely monitored.

(iv) Liquidity risk The Company's finance department monitors rolling forecasts of the company’s liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining sufficient headroom at all times so that the company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

Trade payables and Amounts in NOK '000. other liabilities Borrowings < 1 year 3 199 0 1 - 3 years 0 0 3 - 5 years 0 0 > 5 years 0 258 246 Expected cash flow 3 199 258 246 Book value 3 199 258 246

The bond loan was issued at 30 April 2019. Fair value of the bond loan is correspond to the issuer price. The bond was listed on the Oslo

Page 28 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Note 2 - Share capital and shareholder information

The share capital of NOK 185 000 consists of 370 shares at a par value of NOK 500 each. All shares have equal rights.

Shareholders No of shares Percentage ownership

Note 3 - Tax

Amounts in NOK '000.

Income statement 2019 Tax payable 0 Change in deferred tax - 1 825 Income tax expense - 1 825

Calculation of tax payable Profit before income tax - 8 294 Change in tax losses carry forward 8 294 Basis for tax payable 0 Tax rate for calculation of tax payable 22 % Calculated tax payable 0

Temporary differences 31.12.2019 05.03.2019 Change

No temporary differences Total temporary differences 0 0 0

Tax loss carry forward - 8 294 0 - 8 294 Basis for deferred tax / deferred tax asset (-) in the balance sheet - 8 294 0 - 8 294 Tax rate for calculation of deferred tax / deferred tax asset (-) 22 % 22 % Calculated deferred tax / deferred tax asset (-) - 1 825 0 - 1 825 Deferred tax / deferred tax asset (-) in balance sheet - 1 825 0 - 1 825

Deferred tax asset is recognised. Deferred income tax assets are recognised for tax loss carry forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The company expect to realise the tax benefit through future group contributions from the group's operating companies.

Note 4 - Payroll expenses, remunerations etc

The company has no employees. As there are no employees in the company, there is no obligation to establish a pension scheme which is applicable for all employees (Norwegian: OTP).

Other remunerations

Amounts in NOK '000. 2019 Remuneration, Board of Directors 0 Auditor's fee, staturory audit 33 Auditor's fee, other services 195 Total 228

Note 5 - Shares in subsidiaries

Amounts in NOK '000.

Name of company Location (municipality) Ownership Book value DigiPlex Norway Holding 2 AS Oslo 100 % 2 121 300 DigiPlex Norway Holding 3 AS Oslo 100 % 436 571 Total 2 557 871

Page 29 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

Note 6 - Borrowings

Amounts in NOK '000. 2019 Issue of loan from subsidiary 250 280 Accrued interest 7 966 Total 258 246

Note 9 - Financial instruments

The company's financial instruments are measured at amortised cost. A categorisation of the company’s financial instruments is presented below.

Fair value Amortised through Other Amounts in NOK '000. cost profit or loss items Total

Assets

As at 31 December 2019 Trade receivables (non interest bearing) 0 0 0 0 Other receivables (non interest bearing) 0 0 2 340 2 340 Cash and cash equivalents 51 0 0 51 Total financial assets as at 31 December 2019 51 0 2 340 2 391

Liabilities

As at 31 December 2019 Borrowings 258 246 0 0 258 246 Trade payables (non interest bearing) 936 0 0 936 Other current liabilities (non interest bearing) 2 263 0 0 2 263 Total financial liabilities as at 31 December 2019 261 445 0 0 261 445

Note 10 - Related party disclosures

The company is ultimately jointly controlled by William Conway and James Byrne Murphy.

The following transactions were carried out with related parties:

Amounts in NOK '000. 2019 Related party transactions Interest charged 7 966 Total 7 966

Long term loans from related parties: Amounts in NOK '000. 2019 As of 1 January 0 Loans advanced 7 966 As of 31 December 7 966

The loan issued in 2019 is from DigiPlex Norway Holding 2 AS. The loan is interest bearing (3 months NIBOR + margin of 365 bps), unsecured intra-group loan and with no set repayment date.

Page 30 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019 Parent

The Company has identified the following related parties:

Name of company Type of relationship Type of services DigiPlex Norway Holding 2 AS Subsidiary Financing DigiPlex Norway Holding 3 AS Subsidiary Financing Digiplex Norway Sub-subsidiary None Digiplex Rosenholm AS Sub-subsidiary None Digiplex Fet AS Sub-subsidiary None DigiPlex Fet 2 AS Sub-subsidiary None DigiPlex Holtskogen AS Sub-subsidiary None DigiPlex Holtskogen N5 AS Sub-subsidiary None DigiPlex Stockholm 1 AB Related party None DigiPlex Stockholm 2 AB Related party None DigiPlex Copenhagen 1 Aps Related party None DigiPlex Copenhagen 2 Aps Related party None DigiPlex London 1 Limited Related party None Kitebrook Partners LLC Related party None DigiPlex Norway Acquisitions LLC Related party None DigiPlex Rosenholm LLC Related party None DigiPlex Fet LLC Related party None DigiPlex Fet 2 LLC Related party None DigiPlex Holtskogen LLC Related party None

Note 11 - Restricted Cash

The company has no restricted cash at year end.

Page 31 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019

Alternative performance measures in Group accounts

DigiPlex Norway Holding 1 AS' financial information is prepared in accordance with International Financial Reporting Standards ('IFRS'). Additionally, some alternative performance measures have been provided, these are defined as follows:

CAGR The annual growth rate over a period of years, calculated on the basis that each year's growth is compounded.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Page 32 of 33 DigiPlex Norway Holding 1 AS - Annual Report 2019

Statement by the Board of Directors and CEO

The Board of Directors' report provides a true and fair review of the development, profit or loss and position of the Group.

Oslo, 31 August 2020

James Byrne Murphy Wiljar Nesse Chair Board member / CEO

Page 33 of 33

Annex 9

Quarterly Report Q2 2020 DigiPlex Norway Holding 3 AS

Q2 2020

DigiPlex Norway Holding 3 AS Interim Report January - June 2020 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Management commentary

Background DigiPlex Norway Holding 3 AS and its subsidiaries DigiPlex Holtskogen AS and DigiPlex Fet 2 AS, together ‘the Group’, designs, builds and operates sustainable and secure data centres. DigiPlex is carrier-neutral and offers connectivity to all major cloud and network service providers. DigiPlex offers best-in-class services with the highest possible availability and is trusted by public and private customers alike – including security sensitive organisations such as government and financial institutions with mission-critical applications. DigiPlex’s two data centres are powered by electricity produced from 100% sustainable sources.

DigiPlex Norway Holding 3 AS was founded in December 2019 and, through contribution in kind, became the parent company for two wholly owned subsidiaries, DigiPlex Fet 2 AS and DigiPlex Holtskogen AS (together the Group). The Group currently has two data centres under construction, and expects to become operational at both sites during 2020.

In Digiplex Fet 2 AS, 79% of the construction in the first data centre is completed as at 30.06.2020. There are expected a 56 day delay to the completion date due to Covid-19. For the second building under construction, only ground works and substructure are completed. In Digiplex Holtskogen AS, 66 % of the data centre construction is completed as at 30.06.2020. There are expected a 50 day delay to the completion date due to Covid-19.

The consolidated financial statements are presented based on predecessor accounting of the subsidiaries.

Financial update as of 30 June 2020 DigiPlex Norway Holding 3 AS has successfully completed a new senior secured bond issue of NOK 655 million with maturity in May 2023. The bond issue was substantially oversubscribed and demonstrates yet again DigiPlex’s strong credit history. The bond issue was placed among Nordic fixed income investors and will carry a coupon of 3 months NIBOR + 4.5%. Net proceeds will be used to finance the construction of two new data centers and to fund DigiPlex’s continued growth as demand for data centers in the Nordic region is increasing. Settlement date was 12 May 2020 and the bond is in the process of being listed on Oslo Stock Exchange (OSE). Pareto Securities AS acted as Sole Manager for the bond issue.

Notwithstanding that the Group’s equity as of 30 June, is in a negative position (NOK 11.0 million), the Board confirms that there are sufficient funds available to the Company to operate as a going concern.

End of December 2019 Digiplex Norway Holding 3 AS became the parent company for two wholly owned subsidiaries, Digiplex fet 2 AS and Digiplex Holtskogen AS, and it was therefore conducted a valuation of the Companies. The value of the share deposit was determined based on an internal valuation using external sources/benchmark when determining the discount rate. A DCF model has been used, taking into account the computable cash flows from contracts concluded, the estimate of construction costs, and the performance of operating costs and future reinvestment. Furthermore, it includes assumptions about the exercise of options in existing contracts and assumptions regarding the terminal value when using an

Based on the above, the Group was valued to NOK 436.6 million. And the Board concludes that the market value of the Group’s equity is positive.

Future Outlook Nordic cloud adoption seems to be driving hyperscale demand for local infrastructure. DigiPlex is the only Pan-Nordic provider of reliable, sustainable and cost-efficient data centres, and the largest operator in Norway. As such DigiPlex remains well positioned to benefit from that increased demand.

The situation around COVID-19 has in 2020 led to major challenges for the entire society. DigiPlex continues to closely monitoring the spread of COVID-19 and recommendations from local public health authorities in all the countries of operation. The Board and Management are strongly committed to continue serving the customers while ensuring the safety of employees, customers, contractors and suppliers. During these challenging times a robust digital infrastructure is crucial, and in this period of social distancing, DigiPlex’s responsibility and stable operations are critical.

The Group continues to follow the information and recommendations from local authorities in Norway, and have implemented segregation of staff and increased security.

The Group’s liquidity situation is strong, and the Board does not expect any significant negative effects for the ongoing projects and financial results for 2020. In summary, the Board is confident that the Group will exit this period stronger than before.

Page 2 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Consolidated statement of comprehensive income

6M 2020 6M 2019 2019 Amounts in NOK '000. Note Unaudited Unaudited Audited

Revenue from services 148 0 0 Revenue from goods sold 0 0 1 Total revenue 148 0 1

Cost of goods sold - 273 0 - 1 Employee benefits expense - 289 0 0 Other operating expenses - 3 214 22 - 4 461 EBITDA - 3 628 22 - 4 460

Depreciation and amortisation 4 0 0 0 Operating profit - 3 628 22 - 4 460

Finance income 6 4 480 23 669 Finance costs 6 - 10 896 - 5 - 382 Net financial gains/(losses) - 6 417 18 287

Profit/(loss) before tax - 10 045 39 - 4 173

Income tax expense/(benefit) 2 210 9 918

Profit/(loss) for the period - 7 835 48 - 3 255

Profit/(loss) for the year attributable to the shareholders - 7 835 48 - 3 255

Other comprehensive income: Items that may be reclassified to profit or loss 0 0 0 Items that will not be reclassified to profit or loss 0 0 0 Other comprehensive income, net of tax 0 0 0

Total comprehensive income/(loss) for the period - 7 835 48 - 3 255

Total comprehensive income/(loss) attributable to shareholders - 7 835 48 - 3 255

Page 3 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Consolidated statement of financial position

30.06.2020 31.12.2019 Amounts in NOK '000. Note

ASSETS

Non-current assets Deferred tax asset 3 150 940 Property, plant and equipment 4 800 344 225 127 Other non-current assets 7 123 6 279 Total non-current assets 810 617 232 346

Current assets Trade and other receivables 98 134 2 533 Public tax receivables 0 7 323 Cash and cash equivalents 5 452 255 68 041 Total current assets 550 390 77 897

TOTAL ASSETS 1 361 007 310 242

EQUITY AND LIABILITIES

Equity Paid-in equity Share capital 35 35 Share premium reserve 0 0 Total paid-in equity 35 35

Earned equity Other equity - 11 078 - 3 243 Total earned equity - 11 078 - 3 243

Total equity - 11 043 - 3 208

Liabilities Non-current liabilities Borrowings 7 1 196 510 233 500 Total non-current liabilities 1 196 510 233 500

Current liabilities Borrowings 7 4 348 0 Trade payables and other liabilities 171 081 79 950 Public tax liabilities 110 0 Total current liabilities 175 539 79 950

Total liabilities 1 372 050 313 450

TOTAL EQUITY AND LIABILITIES 1 361 007 310 242

Page 4 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Consolidated statement of changes in equity

Share premium Amounts in NOK '000. Note Share capital reserve Other equity Total equity

Balance at 1 January 2020 35 0 - 3 243 - 3 208

Loss for the period 0 0 - 7 835 - 7 835 Other comprehensive income 0 0 0 0 Balance at 30 June 2020 35 0 - 11 078 - 11 043

Balance at 1 January 2019 35 12 0 47

Loss for the period 0 - 12 - 3 243 - 3 255 Adjustment 0 0 0 0 Other comprehensive income 0 0 0 0 Balance at 31 December 2019 35 0 - 3 243 - 3 208

Page 5 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Consolidated statement of cash flow

2020 2019 Amounts in NOK '000. Note

Cash flows from operating activities

Profit before income tax - 10 045 - 4 173

Adjusted for: Financial activities 6 6 417 - 287 Change in trade and other receivables - 89 555 - 13 871 Change in trade and other payables 83 537 17 086 Net cash from operating activities - 9 646 - 1 245

Cash flows from investing activities Purchase of property, plant and equipment 4 - 569 559 - 159 649 Interest received 432 356 Net cash from investing activities - 569 127 - 159 293

Cash flows from financing activities Issue of shareholder loans 7 646 810 218 000 Issue of bond loans 7 300 000 0 Net issue loans from related party 7 16 200 Interests paid - 23 - 5 Net cash from financing activities 962 987 217 995

Net change in cash and cash equivalents 384 215 57 457 Carried forward cash and cash equivalents 68 041 10 584 Cash and cash equivalents on closing date 452 255 68 041

Of which restricted cash and cash equivalents 74 0

Page 6 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Selected notes to the Interim Financial Statement

Note 1 - Company Information

DigiPlex Norway Holding 3 AS ("the Company") is a Norwegian private limited liability company incorporated on 11 December 2019 and regulated by the Norwegian Private Limited Liability Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with company registration number 924314672. Its registered business address is Ulvenveien 82E, 0581 Oslo, Norway.

DigiPlex Norway Holding 3 AS is the parent company for two wholly owned subsidiaries, DigiPlex Fet 2 AS (DFAS2) and DigiPlex Holtskogen AS (DHAS) (together, "the Group"), all of which provides highly secure, high-powered, energy-efficient and carrier-neutral data centre space for their customer's information and communication technology equipment.

The ownership of the two subsidiaries was transferred from the parent company, DigiPlex Norway Holding 1 AS, by a contribution in kind on the 11 December 2019. As the Company has no other activity than financing of the Group's activities and owning the shares in the subsidiaries, predecessor accounting has been applied when showing the Group activity.

Note 2 - Basis of preparation and accounting policies

Basis of preparation The interim financial statements for the period ending 30 June 2020 are prepared in accordance with IAS 34. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's financial statement for the year ending 31 December 2019. The interim financial statements are unaudited.

Accounting principles The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's financial statement for the six months ending 30 June 2020. All amounts in the notes are in NOK '000, except where otherwise indicated.

Note 3 - Business combinations under common control

As the accounts are prepared using predecessor accounting, the comparative figures for periods prior to the fundation of DNH3 and the Group formation have been prepared using the accounting priciples described above. This applies to the period 6M 2019.

Note 4 - Property, plant and equipment

Assets under Amounts in NOK '000. Land construction Total

As at 31 December 2019 Accumulated cost 75 743 149 384 225 127 Accumulated depreciation 0 0 0 Net book value 75 743 149 384 225 127

Six months ending 30 June 2020 Opening net book value 75 743 149 384 225 127 Additions 49 575 168 575 217 Disposals 0 0 0 Depreciation charge 0 0 0 Closing net book value 75 792 724 553 800 344

As at 30 June 2020 Accumulated cost 75 792 724 553 800 344 Accumulated depreciation 0 0 0 Net book value 75 792 724 553 800 344

Depreciation plan None None Expected useful life

Page 7 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Note 5 - Cash and cash equivalents

Amounts in NOK '000. 30.06.2020 31.12.2019

Short term cash deposits and cash equivalents 452 182 68 041 Restricted bank deposits 74 0 Cash and cash equivalents 452 255 68 040 880

Note 6 - Financial income and expenses

Amounts in NOK '000. 6M 2020 6M 2019 2019

Interest income on short term bank deposits 432 0 356 Interest income from related parties 0 0 0 Fair value change on interest derivative 0 0 0 Other interest and financial income 4 048 23 313 Total financial income 4 480 23 669

Interest paid on loans 4 348 0 0 Other interest expenses 652 0 5 Interest expenses from related parties 0 0 0 Other financial expenses 5 896 5 377

Total financial expenses 10 896 5 382

Net financial (expenses)/income - 6 417 18 287

Note 7 - Borrowings and securities/pledges

DigiPlex Norway Holding 3 AS (the “Issuer”) has issued a senior secured bond of MNOK 655 to refinance the construction of the data senters of DigiPlex Fet 2 AS (“DFAS2”) and DigiPlex Holtskogen AS (“DHAS”).

The new lending facility was drawn up by DigiPlex Holding 3 AS at 12 May 2020. The borrowing limit is MNOK 1,400 of which MNOK 655 was drawn up in tranche 1. The bond shall be repaid in full on final maturity date 11 May 2023. Interest payent quarterly. Reference rate is NIBOR 3 months + 450 bps.

As security for the loan DigiPlex Fet 2 AS and DigiPlex Holtskogen AS all has issued jointly and several, unconditional and irrevocable Norwegian law guarantee and indemnity.

Under the terms of the bond loan the Group is required to comply with the following financial covenants: - Minimum liquidity equals 6 months interest - Aggregated Loan to Market Value of Group Asset ratio of 75 percent. (Measured first time 31 December 2020)

No breach of financial covenants has occured during 2020.

Changes in liabilities arising from financial activities

Bond loan Loans from Shareholder Amounts in NOK '000. related party loans Total

Coupon rate Nibor + 450 bps Maturity date 05.11.2023

Carrying amount as at 31.12.2019 - 233 500 000 233 500 000

Changes from financial flows 655 000 000 16 200 000 300 000 000 971 200 000 Changes from foreign exchange rates - - - - Transaction cost paid - 8 332 577 - - - 8 332 577 Non-cash movements: Change in accrued interest 4 348 472 - - 4 348 472 Transaction cost expensed 142 676 - - 142 676 Carrying amount as at 30.06.2020 651 158 571 16 200 000 533 500 000 1 200 858 571 Non-current part 646 810 099 16 200 000 533 500 000 1 196 510 099 Current part 4 348 472 - - 4 348 472

Page 8 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Alternative performance measures in Group accounts

CAGR The annual growth rate over a period of years, calculated on the basis that each year's growth is compounded.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Page 9 of 10 DigiPlex Norway Holding 3 AS - Interim report Q2 2020

Statement by the Board of Directors and CEO

We confirm that, to the best of our knowledge, the financial statements for the Group for the six months ending 30.06.2020 have been prepared in accordance with IFRS as adopted by the EU, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group.

The Board of Directors' report provides a true and fair review of the development, profit or loss and position of the Group.

Oslo, 30 September 2020

James Byrne Murphy Wiljar Nesse Chair Board member / CEO

Page 10 of 10 Annex 10

Annual Report 2019 DigiPlex Fet 2 AS

To the General Meeting of Digiplex Fet 2 AS

Independent Auditor’s Report Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Digiplex Fet 2 AS, which comprise the balance sheet as at 31 December 2018, the income statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements are prepared in accordance with law and regulations and give a true and fair view of the financial position of the Company as at 31 December 2018, and its financial performance for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted for small enterprises in Norway.

Basis for Opinion

We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

The Board of Directors and the Managing Director (management) are responsible for the preparation in accordance with law and regulations, including fair presentation of the financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted for small enterprises in Norway, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.

Auditor’s Responsibilities for the Audit of the Financial Statements

PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 VAT, www.pwc.no State authorised public accountants, members of The Norwegian Institute of Public Accountants, and authorised accounting firm

Independent Auditor's Report - Digiplex Fet 2 AS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

For further description of Auditor’s Responsibilities for the Audit of the Financial Statements reference is made to https://revisorforeningen.no/revisjonsberetninger Report on Other Legal and Regulatory Requirements

Opinion on Registration and Documentation

Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the Company’s accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway.

Oslo, 21 October 2020 PricewaterhouseCoopers AS

Stig Lund State Authorised Public Accountant

(2)

Auditor's report

Signers: Name Method Date Lund, Stig Arild BANKID_MOBILE 2020-10-21 20:46

This document package contains: - Closing page (this page) This file is sealed with a digital signature. - The original document(s) The seal is a guarantee for the authenticity -T he electronic signatures. These are not visible in the of the document. document, but are electronically integrated.

Securities Note

for

DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023

Manager:

Oslo, 29 October 2020

Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

Important information*

The Securities Note has been prepared in connection with listing of the securities on the Oslo Børs.

New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to listing of the Loan. Such information will be published as a supplement to the Securities Note pursuant to Regulation (EU) 2017/1129. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed.

MiFID II product governance / Retail investors, professional investors and ECPs target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties, professional clients and retail clients each as defined in Directive 2014/65/EU (as amended, “MiFID II”); (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the notes to retail clients are appropriate – investment advice, portfolio management, non-advised sales and pure execution services – subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.

Only the Borrower and the Manager are entitled to provide information about conditions described in the Securities Note. Information provided by any other person is of no relevance in relation to the Securities Note and cannot be relied on.

Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply.

In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Approval of the Securities Note by the Norwegian FSA implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Manager to obtain information on and comply with such restrictions.

This Securities Note is not an offer to sell or a request to buy bonds.

The Securities Note dated 29 October 2020 together with the Registration Document dated 29 October 2020 constitutes the Prospectus.

The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice.

Contact the Borrower or the Manager to receive copies of the Securities Note.

Factors which are material for the purpose of assessing the market risks associated with Bond: The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement.

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio.

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor’s currency.

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

2 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

Modification and Waiver The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority.

Please see the Bond Terms for the Bond Trustee’s power to represent the Bondholders and the duties and authority of the Bond Trustee.

*The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the securities".

3 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

Index:

1 Risk Factors ...... 5 2 Persons Responsible ...... 5 3 Detailed information about the securities ...... 8 4 Additional Information ...... 16 Appendix 1: Bond agreement ...... 17 Appendix 2: Guarantee agreement ...... 17

4 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

1 Risk Factors Investing in bonds issued by DigiPlex Norway Holding 3 AS (the “Issuer/Obligor”) involves inherent risks. Prospective investors should consider, among other things, the risk factors set out in the Prospectus, including those related to the Issuer as set out in the Registration Document, before making an investment decision. The risks and uncertainties described in the Prospectus, including those set out in the Registration Document, are risks of which the Issuer is aware, and that the Issuer considers to be material to its business. If any of these risks were to occur, the Issuer’s business, financial position, operating results or cash flows could be materially adversely affected, and the Issuer could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 29 October 2020 and reach their own views prior to making any investment decision.

Risks related to Obligor and Guarantors

Difficulties in enforcing the Transaction Security

The Transaction Security might be subject to defects, encumbrances, liens and other liabilities permitted under the Bond Terms. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the security, as well as the ability of the Bond Trustee to enforce or realise the Transaction Security. Furthermore, the ranking of the Transaction Security can be affected by a variety of factors, including, among others, the timely satisfaction of perfection requirements, statutory liens or recharacterisation under the laws of certain jurisdictions. Certain contractual security interests over assets subject to Transaction Security will have priority over the Transaction Security over such assets, and may adversely affect the recovery for Bondholders with respect to such Transaction Security. There can be no assurance that the Transaction Security are, or will be, free and clear from third- party prior ranking security rights or other interests arising by operation of law. Moreover, the provisions of the intercreditor agreement may hinder or delay enforcement measures with respect to Transaction Security. Any such rights or interests would adversely affect the value of the Transaction Security and the ability of the Bond Trustee to enforce or realise such security. The Transaction Security will be subject to practical problems generally associated with the realisation of security. The Bond Trustee may also need to obtain the consent of a third party to enforce a Transaction Security in certain jurisdictions. No assurance can be given that the Bond Trustee will be able to obtain any such consent or that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the Bond Trustee may not have the ability to foreclose upon those assets, and the value of the Transaction Security may decline significantly.

The Obligors will have control of the Transaction Security

For as long as no event of default has occurred and is continuing, the Issuer and the Guarantors will remain in possession of the Transaction Security and be free to sell, transfer, vote, operate and otherwise manage and dispose over the Transaction Security, unless otherwise prohibited by the Bond Terms, the Security Documents or the other finance documents. If the Transaction Security are not managed appropriately and/or the Issuer or any of the Guarantors dispose of the Transaction Security, then the value of the Transaction Security may be reduced. Such a reduction in the value of the Transaction Security may be detrimental to the interest of the Bondholders.

Throughout the lifetime of the Bonds, the Transaction Security and the Obligors' operations will be subject to third party risks and losses. The Obligors intend to maintain insurances to mitigate such risks, but certain risks are uninsurable (in whole or in part) and self-insurance may be applied by the Obligors for certain assets (or parts thereof). There is always a risk that insurance proceeds may not fully compensate the Obligors for losses and that deductibles might be significant, that certain assets are not easily replaced and that insurance proceeds may be reduced, or fall away, as a result of negligence or willful misconduct on the part of the Obligors. If Transaction Security, which are insured, becomes damaged or a total loss, then no assurance can be given that the Bond Trustee will have security over, or any rights in, the insurance claim arising in respect thereof (i.e. the substitute of the relevant Transaction Security).

Subordination of the Bonds

In respect of any future companies in the group which have not granted guarantees, the Bonds will be structurally subordinated to debt in those group companies.

Upstream capacity and debt service

The Issuer is a holding company without any operational revenue. As such the Issuer will depend on its subsidiaries being able to make distributions, to the Issuer in order for the Issuer to be able to service payments in respect of the Bonds.

5 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

Risks related to Bond Market for the Issuer

There is no existing trading market for the Bonds, and a trading market that provides adequate liquidity may not develop

There is no existing market for the Bonds, and there can be no assurance given regarding the future development of a trading market for the Bonds. Even though the Issuer will apply for listing of the Bonds on the Oslo Børs, the Issuer has not entered into any market making scheme for the Bonds and potential investors should note that it may be difficult or even impossible to trade and sell the Bonds on the secondary market, and the Bonds may not be readily accepted as collateral for loans or other liabilities.

The trading price of the Bonds may be volatile

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Bonds, and the subordinated nature of the Bonds may add to such volatility. Any such disruptions could adversely affect the prices at which investors may sell their Bonds. In addition, subsequent to their initial issuance, the Bonds may trade at a discount from their initial placement, depending on the prevailing interest rates, the market for similar bonds, the performance of the Obligors and other factors, many of which are beyond the Obligors’ control.

Super senior Security

The Group is permitted to grant and perfect security ranking in priority to the Transaction Security to secure certain hedging obligations and obligations and liabilities towards guarantors under guarantees issued in relation to the construction of data centres (No. byggherregaranti), and which might adversely affect the Bondholders’ recovery in an enforcement scenario.

Security sharing and majority decisions under the Intercreditor Agreement

The Issuer may choose to finance new, additional data centres with the proceeds of a third-party financing arrangement (e.g. a new bond issue or a bank facility) and the new financing is entitled to security over all assets subject to Transaction Security (other than the escrow account for the bond proceeds) on a pari passu and pro rata basis (in which case an intercreditor agreement will be entered into). Sharing the security might adversely affect the extent of the Bondholders' recovery in an enforcement scenario.

Moreover, creditors (including creditor representatives) party to the intercreditor agreement and which represent more than 50% of the debt subject to the intercreditor agreement, will have the right to give specific instructions to the security agent with respect to enforcement of security, including the right to decide whether or not to enforce the security. This could, in case the Bondholders represent less than 50% of the relevant debt, result in the Bondholders not being able to enforce the Transaction Security. There is no limitation as to how long the majority will control enforcement, and consequently, to the extent the bond liabilities are in minority, there is no time limit on how long bondholders may be prevented from enforcing in an event of default scenario.

6 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

2 Persons Responsible

2.1 Persons responsible for the information Persons responsible for the information given in the Securities Note are as follows: DigiPlex Norway Holding 3 AS, c/o DigiPlex Norway AS, Ulvenveien 82E, N-0581 Oslo, Norway 2.2 Persons responsible for approving the information This Securities Note has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities that are the subject of this Securities Note. Investors should make their own assessment as to the suitability of investing in the securities.

2.3 Declaration by persons responsible DigiPlex Norway Holding 3 AS declares that to the best of its knowledge, the information contained in the Prospectus is in accordance with the facts and that the Prospectus makes no omission likely to affect its import.

Oslo, 29 October 2020 Cathrine Myhre Telje DigiPlex Norway Holding 3 AS

7 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

3 Detailed information about the securities

ISIN code: NO0010881790

The Loan/The Reference Name/The Bonds: "DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023”.

Borrower/Issuer/Company: DigiPlex Norway Holding 3 AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI code 549300XAKTM2BMKIPT85.

Group: The Issuer and its Subsidiaries from time to time.

Group Company: Any person which is a member of the Group.

Security Type: Secured open bond issue with floating rate.

Currency Norwegian Kroner - NOK

Borrowing Limit – Tap Issue: NOK 1,400,000,000

Borrowing Amount/First Tranche: NOK 655,000,000

Borrowing Amount/First Tap Issue: NOK 180,000,000

Denomination – Each Bond: NOK 1,000,000 - each and ranking pari passu among themselves

Securities Form: The Bonds are electronically registered in book-entry form with the Securities Depository.

Disbursement/Settlement/ 12 May 2020. Issue Date for First Tranche:

Disbursement/Settlement/ 24 September 2020. Issue Date for First Tap Issue:

Interest Bearing From and Including: Disbursement/Settlement/Issue Date.

Interest Bearing To: Maturity Date.

Maturity Date: 12 May 2023.

Reference Rate: NIBOR 3 months.

Margin: 4.50 % p.a.

Coupon Rate: Reference Rate + Margin, equal to 4.77 % p.a. for the interest period ending on 12 November 2020 (subject to adjustment according to the Business Day Convention).

Day Count Fraction - Coupon: Act/360 – in arrears.

Business Day Convention: Means that if the last day of any Interest Period originally falls on a day that is not a Business Day, the interest period will be extended to include the first following Business Day unless that day falls in the next calendar month, in which case the Interest Period will be shortened to the first preceding Business Day (Modified Following).

Interest Rate Determination Date: 10 May 2020, and thereafter two Business Days prior to each Interest Payment Date.

Interest Payment Date: Means the last day of each Interest Period, the first Interest Payment Date being 12 August 2020 and the last Interest Payment Date being the Maturity Date.

8 Securities Note – DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023 ISIN NO 0010881790

#Days first term: 92 days (for the Interest Payment Date 12 August 2020)

Issue Price: 100 % (par value).

Yield: Dependent on the market price. On 25 September 2020 the yield was estimated to 3.89 % p.a.

The yield is calculated in accordance with «Anbefaling til Konvensjoner for det norske sertifikat- og obligasjonsmarkedet, version 3.0» prepared by Norske Finansanalytikeres Forening in May 2015 (http://www.finansanalytiker.no/innhold/publikasjoner/NFF_Rentekonvensjon_ mai_2015.pdf)

Business Day: Means a day on which both the relevant CSD settlement system is open and the relevant Bond currency settlement system is open.

Outstanding Bonds: Means any Bonds not redeemed or otherwise discharged.

Guarantee: Means the joint and several, unconditional and irrevocable Norwegian law guarantee and indemnity (Norwegian: “selvskyldnerkausjon”) issued by each of the Guarantors in respect of the Secured Obligations, which shall constitute senior unsubordinated obligations of each of the Guarantors.

The Guarantee Agreement is attached as Appendix 2 to this Securities Note. Other relevant documentation if any related to the Guarantors and the Guarantee agreement are uploaded to Stamdata website.

Guarantors: Means each of: (a) DigiPlex Fet 2 AS (registration number 920 030 564); (b) DigiPlex Holtskogen AS (registration number 922 735 573); and (c) Digiplex Norway Holding 1 AS (registration number 922 393 265)

Put/Call options: Voluntary early redemption - Call Option

(a) The Issuer may redeem all or parts of the Outstanding Bonds (the “Call Option”) on any Business Day from and including:

(i) the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount;

(ii) the First Call Date to, but not including, the Interest Payment Date falling 30 months after the Issue Date at a price equal to 102.50 per cent. of the Nominal Amount;

(iii) the Interest Payment Date falling 30 months after the Issue Date to, but not including, the Maturity Date at a price equal to 100.50 per cent. of the Nominal Amount.

(b) Any redemption of Bonds pursuant to Clause 10.2 (a) above shall be determined based upon the redemption prices applicable on the Call Option Repayment Date.

(c) The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at least 10 Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall calculate the Make Whole Amount and provide such calculation by written notice to the Bond Trustee as soon as possible and at the latest within 3 Business Days from the date of the notice.

(d) Any Call Option exercised in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

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Mandatory repurchase due to a Put Option Event

(a) Upon the occurrence of a Put Option Event, each Bondholder will have the right (the “Put Option”) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at a price equal to 101 per cent of the Nominal Amount.

(b) The Put Option must be exercised within 15 calendar days after the Issuer has given notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event). Once notified, the Bondholders’ right to exercise the Put Option is irrevocable.

(c) Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the 5th Business Day after the end of the 15 calendar days exercise period referred to in paragraph (b) above. However, the settlement of the Put Option will be based on each Bondholders holding of Bonds at the Put Option Repayment Date.

(d) If Bonds representing more than 90 percent of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option Event), the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the price stated in paragraph (a) above by notifying the remaining Bondholders of its intention to do so no later than 10 Business Days after the Put Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.

Early redemption option due to a tax event

If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in applicable law implemented after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 60 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due.

Mandatory early redemption due to a Mandatory Redemption Event

(a) Upon the occurrence of a Mandatory Redemption Event, the Issuer shall: (i) if the Mandatory Redemption Event is a Property Disposal Event, not later than 30 calendar days following such event, redeem Bonds with an aggregate principal amount equal to 110 per cent. of the Pro Rata Amount (as defined in paragraph (b) below) for the relevant Property and at a redemption price as set out in Clause 10.2 (Voluntary early redemption – Call Option), with the redemption price to be based on the date when the relevant Property Disposal Event occurred; and

(ii) if the Mandatory Redemption Event is a Total Loss Event, promptly once insurance proceeds (if any) are available to it, but in any event no later than 120 calendar days following the relevant Total Loss Event, redeem Bonds with an aggregate principal amount equal to 110 per cent. of the Pro Rata Amount (as defined in paragraph (b) below) for the relevant Property at a redemption price of 100 per cent. of the Nominal Amount,

provided that on the occurrence of a second Mandatory Redemption Event, the remaining outstanding Bonds shall be redeemed in full at the relevant redemption prices and on the relevant dates set out above.

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(b) For the purpose of paragraph (a) above, “Pro Rata Amount” shall mean, in respect of any Property, an amount calculated as:

A x B = Pro Rata Amount

where:

“A” is the Market Value of the Property triggering the Mandatory Redemption Event expressed as a percentage of the aggregate latest Market Value of both Properties; and

“B” is the aggregate principal amount of Outstanding Bonds.

(c) Any redemption in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

(See chapter 1 in the Bond Agreement for definitions)

Put Option Event: Means a Change of Control Event.

Amortisation: The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.

Redemption: Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18, 1979 no 18, p.t. 3 years for interest rates and 10 years for principal.

Status of the Loan: The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

Finance Documents: Means these Bond Terms, the Bond Trustee Fee Agreement, any intercreditor agreement entered into under or pursuant to these Bond Terms (including, for the avoidance of doubt, any Intercreditor Agreement), any Transaction Security Document, any Security Agent Agreement, any Tap Issue Addendum, any subordination agreement required to be made under the terms of the Finance Documents, and any other document designated by the Issuer and the Bond Trustee as a Finance Document.

(See chapter 1 in the Bond Agreement for definitions)

Undertakings: The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13 (General and financial Undertakings).

Authorisations The Issuer shall, and shall procure that each other Group Company will, in all material respects obtain, maintain and comply with the terms of any authorisation, approval, license and consent required for the conduct of its business as carried out from time to time.

Compliance with laws The Issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time, if failure so to comply would have a Material Adverse Effect.

Continuation of business The Issuer shall not cease to carry on its business, and shall ensure that no other Group Company shall cease to carry on its business. The Issuer shall procure that no substantial change is made to the general nature of the

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business of the Group from that carried on at the date of the Bond Terms.

Corporate status The Issuer shall not change its type of organisation (as a limited liability company) or jurisdiction of organisation

Mergers and de-mergers The Issuer shall not, and shall ensure that no other Group Company will, enter into any amalgamation, merger, demerger, consolidation or other corporate reconstruction, other than a Permitted Transaction.

Dividend restrictions The Issuer shall not make any Distribution other than a Permitted Distribution.

Financial indebtedness The Issuer shall not, and it shall procure that no other Group Company will, incur or allow to remain outstanding any Financial Indebtedness, other than Permitted Financial Indebtedness.

Negative pledge The Issuer shall not, and it shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its assets, other than Permitted Security.

Financial support The Issuer shall not, and it shall procure that no other Group Company will, grant or allow to subsist (i) any loans or credits to any person or (ii) any guarantees or indemnities in respect of any obligation of any other person, in each case other than any Permitted Financial Support.

Disposals of assets/ business The Issuer shall not, and it shall procure that no Group Company will, sell or otherwise dispose of all or any part of any Property (directly or indirectly) or otherwise a substantial part of its assets or operations unless such transaction constitutes a Permitted Transaction.

Arm’s length transactions The Issuer shall not, and shall procure that no other Group Company shall, enter into any transaction with any person except on an arm’s length basis.

Transaction Security Documents The Issuer shall ensure that each of the Obligors shall maintain the Transaction Security Documents to which they are a party in full force and effect, and do all acts which may be necessary to ensure that such Security remains duly created, enforceable and perfected with first priority ranking, creating the Security contemplating thereunder, at the expense of the Issuer.

Leasehold Agreement The Issuer shall ensure that no changes are made to the Leasehold Agreement which are reasonably likely to have a Material Adverse Effect.

Insurances The Issuer and each Group Company shall establish and maintain (or ensure that the same is maintained for their benefit) with reputable insurance companies, funds or underwriters adequate insurance or captive arrangements with respect to its assets, equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice and as customary during the Project construction phase.

Financial Covenants

(a) The Issuer undertakes to comply with the following financial covenants during the term of the Bonds:

(i) Loan-to-Value Ratio: The Issuer shall ensure that the Loan-to- Value Ratio does not exceed 75.00 per cent.

(ii) Minimum Liquidity: The Issuer shall ensure that the Group

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maintains minimum Liquidity equal to 6 months of interest calculated on the basis of the total number of Outstanding Bonds and the then prevailing Interest Rate.

(b) The Issuer undertakes to comply with the financial covenants set out above at all times, such compliance to be measured on each Quarter Date (except for the Loan-to-Value Ratio which shall be measured on an annual basis) and certified by the Issuer in each Compliance Certificate to be delivered to the Bond Trustee pursuant to Clause 12.2 (Requirements as to Financial Reports). The Loan-to-Value Ratio shall be measured for the first time on the Quarter Date in December 2020.

(See chapter 1 in the Bond Agreement for definitions)

Listing: An application for listing on the regulated market of Oslo Børs will be made as soon as possible and within 6 months following the Issue Date at latest.

Purpose/Use of proceeds: Estimated total expenses related to the offer:

External party Cost The Norwegian FSA NOK 91,000 The stock exchange NOK 110,300 The Bond Trustee NOK 310,000 (annual fee) The Manager NOK 8,350,000 (Pareto arrangement fee)

The estimated net amount of the proceeds was NOK 830,331,295,

(a) The Issuer shall use the net proceeds from the Initial Bond Issue (net of legal costs, fees of the Manager and the Bond Trustee and any other agreed costs and expenses), together with the Initial Equity Contribution, for:

(i) financing the Initial Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and

(ii) general corporate purposes of the Group.

(b) The Issuer shall use the net proceeds from the issuance of any Additional Bonds (net of legal costs, fees of the Manager and the Bond Trustee and any other agreed costs and expenses), together with the relevant Additional Equity Contribution, for:

(i) financing Additional Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and

(ii) general corporate purposes of the Group.

NIBOR: Means:

(a) The interest rate fixed for a period comparable to the relevant Interest Period published by Global Rate Set Systems (GRSS) at approximately 12.00 (Oslo time) on the Interest Quotation Day; or

(b) If no screen rate is available for the relevant Interest Period:

(i) The linear interpolation between the two closest relevant interest periods, and with the same number of decimals, quoted under paragraph (a) above; or

(ii) A rate for deposits in the currency of the Bonds for the relevant Interest Period as supplied to the Bond Trustee at its request quoted by a sufficient number of commercial banks reasonably selected by the Bond Trustee; or

(c) if the interest rate under paragraph (a) is no longer available, the interest rate will be set by the Bond Trustee in consultation with the Issuer to:

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(i) Any relevant replacement reference rate generally accepted in the market; or

(ii) Such interest rate that best reflects the interest rate for deposits in the currency of the Bonds offered for the relevant Interest Period.

In each case, if any such rate is below zero, the Reference Rate will be deemed to be zero.

For NIBOR that is set under (a) above, information about the past and the future performance and volatility can be obtained from Oslo Børs’ webpage (https://www.oslobors.no/markedsaktivitet/#/list/nibor/quotelist at the date of this Securities Note). This information is free of charge.

Approvals: The Bonds were issued in accordance with the approval of the Issuer’s Board of Directors dated 6 May 2020.

The Norwegian FSA has approved the Securities Note under Regulation (EU) 2017/1129 (see Important notice on page 2 for duties and responsibility of the Norwegian FSA).

The Norwegian FSA has approved the Prospectus by e-mail 29 October 2020.

The prospectus has also been sent to the Oslo Børs ASA for control in relation to a listing application of the bonds.

Bond Agreement/Bond Terms: Means these terms and conditions, including all Attachments which shall form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time.

The Bond Agreement has been entered into by the Borrower and the Bond Trustee. The Bond Agreement regulates the Bondholder’s rights and obligations with respect to the bonds. The Bond Trustee enters into the Bond Agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement.

The Bond Agreement is attached as Appendix 1 to this Securities Note. The Bond Agreement is also available through the Bond Trustee, the Manager or from the Borrower.

Bondholders’ meeting: Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each voting Bond owned on the relevant record date.

At least 50 per cent. of the voting Bonds must be represented at a Bondholders' meeting for a quorum to be present. See also clause 15.4 in the Bond agreement.

Save for any amendments or waivers which can be made without resolution pursuant to the Bond Agreement clause 17.1 (Procedure for amendments and waivers) paragraph (a), section (i) and (ii), a majority of at least 2/3 of the voting Bonds represented at the Bondholders' Meeting is required for approval of any waiver or amendment of any provisions of the Bond Terms.

(For more details, see also Bond Agreement clause 15)

Bond Trustee: Nordic Trustee ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway.

The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of the Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others.

The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents. The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other obligor unless to the extent

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expressly set out in the Bond Terms, or to take any steps to ascertain whether any event of default has occurred. The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents.

(For more details, see also Bond Agreement clause 16)

Manager: Pareto Securities AS, Dronning Mauds gt 3, N-0115 Oslo, Norway with LEI code 549300H0QDQHRJXRM779.

Paying Agent: Pareto Securities AS, Dronning Mauds gt 3, N-0115 Oslo, Norway

The Paying Agent is in charge of keeping the records in the Securities Depository.

Calculation Agent: The Bond Trustee.

Securities Depository: The Securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository.

On Disbursement Date the Securities Depository is the Norwegian Central Securities Depository (“VPS”), P.O. Box 4, 0051 OSLO.

Restrictions on the free (a) Certain purchase or selling restrictions may apply to Bondholders transferability: under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible to ensure compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense.

(b) A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to the Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder.

Market-Making: There is no market-making agreement entered into in connection with the Bond Issue.

Prospectus: The Registration Document dated 29 October 2020 and this Securities Note dated 29 October 2020.

Estimate of total expenses related to the admission to trading: Prospectus fee (NFSA) Registration Document NOK 65,000 Prospectus fee (NFSA) Securities Note NOK 18,000 Prospectus fee (NFSA) Guarantees NOK 18,000 Listing fee 2020 (Oslo Børs): NOK 55,150 Registration fee (Oslo Børs): NOK 50,150

Legislation under which the Securities have been created: Norwegian law.

Fees and Expenses: The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law.

Tax warning: The tax legislation of the investor’s Member State and of the Borrower`s country of incorporation may have an impact on the income received from the Bond.

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4 Additional Information The involved persons in the Issuer have no interest, nor conflicting interests that are material to the Bond Issue.

The Issuer has mandated Pareto Securities AS as Manager for the issuance of the Loan. The Manager has acted as advisor to the Issuer in relation to the pricing of the Loan.

Pricing of the Bond is based on preliminary guiding from the manager and investors demand on pricing in order to cover the full amount. Preliminary guiding is based on trading levels of relevant peers including the bond issued by DigiPlex Norway Holding 2 AS

Statement from the Manager: Pareto Securities AS has assisted the Borrower in preparing the prospectus. The Manager has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the Manager expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Borrower or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this prospectus acknowledges that such person has not relied on the Manager nor on any person affiliated with them in connection with its investigation of the accuracy of such information or its investment decision.

Oslo, 29 October 2020

Pareto Securities AS (www.paretosec.com)

Listing of the Loan: The Prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after the Issue Date. Each bond is negotiable.

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Appendix 1: Bond agreement

Appendix 2: Guarantee agreement

Appendix 3: Tap Issue Addendum

17 Annex 1

Bond Terms DigiPlex Norway Holding 3 AS Execution Version

BOND TERMS FOR DigiPlex Norway Holding 3 AS FRN senior secured NOK 1,400,000,000 bonds 2020/2023 ISIN NO0010881790

Contents Clause Page

1. INTERPRETATION ...... 3 2. THE BONDS ...... 20 3. THE BONDHOLDERS ...... 24 4. ADMISSION TO LISTING ...... 25 5. REGISTRATION OF THE BONDS ...... 25 6. CONDITIONS FOR DISBURSEMENT...... 26 7. REPRESENTATIONS AND WARRANTIES ...... 30 8. PAYMENTS IN RESPECT OF THE BONDS ...... 32 9. INTEREST ...... 34 10. REDEMPTION AND REPURCHASE OF BONDS ...... 35 11. PURCHASE AND TRANSFER OF BONDS ...... 37 12. INFORMATION UNDERTAKINGS ...... 37 13. GENERAL AND FINANCIAL UNDERTAKINGS ...... 39 14. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS ...... 43 15. BONDHOLDERS’ DECISIONS ...... 46 16. THE BOND TRUSTEE ...... 50 17. AMENDMENTS AND WAIVERS ...... 55 18. MISCELLANEOUS ...... 56 19. GOVERNING LAW AND JURISDICTION ...... 58

ATTACHMENT 1 COMPLIANCE CERTIFICATE ATTACHMENT 2 RELEASE NOTICE – ESCROW ACCOUNT ATTACHMENT 3 INTERCREDITOR PRINCIPLES

BOND TERMS between

ISSUER: DigiPlex Norway Holding 3 AS, a company existing under the laws of Norway with registration number 924 314 672 and LEI- code 549300H5UP0UH5F3LC11; and

BOND TRUSTEE: Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.

DATED: 8 May 2020

These Bond Terms shall remain in effect for so long as any Bonds remain outstanding.

1. INTERPRETATION 1.1 Definitions The following terms will have the following meanings:

“Acceptable Bank” means DNB Bank ASA and/or any bank (with minimum “BBB” credit rating from S&P, Moody’s or Fitch, or in each case, an affiliate thereof).

“Accepted Appraiser” means and independent appraiser appointed by the Issuer and to be acceptable to the Bond Trustee (and for this purpose, CBRE (UK), Jones Lang LaSalle Inc. and Knight Frank shall be deemed to be acceptable to the Bond Trustee).

“Account Bank” means DNB Bank ASA and any other Acceptable Bank.

“Accounting Standard” means GAAP.

“Additional Bonds” means the debt instruments issued under a Tap Issue, including any Temporary Bonds.

“Additional Datacentre” means the planning, acquisition, development and construction of a data centre owned by a member of the Group, other than the Initial Datacentres.

“Additional Datacentre Costs” means the Project Costs related to an Additional Datacentre.

“Additional Equity Contribution” means, with respect to any Tap Issue, the minimum amount of new equity injections into the Issuer and/or new Subordinated Loan that are required to ensure that the aggregate of the net proceeds from the Tap Issue, the amount of the Additional Equity Contribution and the funds which are otherwise available to the Obligors (other than the Parent) are sufficient to cover the Additional Datacentre Costs, including working capital deemed required related to the relevant Additional Datacentre.

“Additional Services Agreement” means any services agreement for the use of white space in a data centre located on a Property made between an Obligor (other than the Parent) as service provider and its customer, other than original capacities covered by the Initial Services

Agreements, entered into pursuant to a framework agreement with the customer under the Initial Services Agreement.

“Affiliate” means, in relation to any person:

any person which is a Subsidiary of that person;

any person who has Decisive Influence over that person (directly or indirectly); and

any person which is a Subsidiary of an entity who has Decisive Influence over that person (directly or indirectly).

“Aggregated Market Value” means the aggregated Market Value of the Properties.

“Annual Financial Statements” means the audited unconsolidated and consolidated annual financial statements of the Issuer for any financial year, prepared in accordance with the Accounting Standard, such financial statements to include a profit and loss account, balance sheet, cash flow statement and report of the board of directors.

“Attachment” means any schedule, appendix or other attachment to these Bond Terms.

“Bond Terms” means these terms and conditions, including all Attachments which shall form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time.

“Bond Trustee” means the company designated as such in the preamble to these Bond Terms, or any successor, acting for and on behalf of the Bondholders in accordance with these Bond Terms.

“Bond Trustee Fee Agreement” means the agreement entered into between the Issuer and the Bond Trustee relating among other things to the fees to be paid by the Issuer to the Bond Trustee for its obligations relating to the Bonds.

“Bondholder” means a person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to Clause 3.3 (Bondholders’ rights).

“Bondholders’ Meeting” means a meeting of Bondholders as set out in Clause 15 (Bondholders’ Decisions).

“Bonds” means (i) the debt instruments issued by the Issuer pursuant to these Bond Terms, including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time.

“Business Day” means a day on which both the relevant CSD settlement system is open and the relevant currency of the Bonds settlement system is open.

“Business Day Convention” means that if the last day of any Interest Period originally falls on a day that is not a Business Day, the Interest Period will be extended to include the first following Business Day unless that day falls in the next calendar month, in which case the Interest Period will be shortened to the first preceding Business Day (Modified Following).

“Call Option” has the meaning given to it in Clause 10.2 (Voluntary early redemption – Call Option).

“Call Option Repayment Date” means the settlement date for the Call Option determined by the Issuer pursuant to Clause 10.2 (Voluntary early redemption – Call Option), paragraph (d) of Clause 10.3 (Mandatory repurchase due to a Put Option Event) or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds.

“Cash and Cash Equivalents” means on any date, the aggregate equivalent in NOK on such date of the then current market value of:

(a) cash in hand or amounts standing to the credit of any current and/or on deposit accounts with an Acceptable Bank; and

(b) time deposits with Acceptable Banks and certificates of deposit issued, and bills of exchange accepted, by an Acceptable Bank; in each case to which any Group Company is beneficially entitled at the time and to which any Group Company has free and unrestricted access and which is not blocked.

“Change of Control Event” means if:

(a) the Sponsors cease to hold, directly or indirectly, a minimum of 50 per cent. in aggregate of the outstanding shares and/or voting rights of the Issuer; or

(b) a person or group (as such term is defined in Section 1-3 of the Limited Liability Companies Act of 1997 no. 44 of the Relevant Jurisdiction) (other than the Sponsors or any indirectly or directly owned subsidiary of the Sponsors) obtains Decisive Influence over the Issuer.

“Compliance Certificate” means a statement substantially in the form as set out in Attachment 1 (Compliance Certificate) hereto.

“Construction Period” means, with respect to the Initial Datacentres, the period up to the date that Practical Completion has occurred for each of the DHAS Initial Datacentre and the DFAS2 Initial Datacentre.

“Cost Overrun” means that, at any time, the (i) amount (for all Projects in aggregate) of all unpaid Project Costs at that time estimated (by the Issuer) to be payable up to the estimated date for Practical Completion for the relevant Project exceeds (ii) the amount of the Issuer's Available Funds.

“CSD” means the central securities depository in which the Bonds are registered, being Verdipapirsentralen ASA (VPS).

“Cure Amount” has the meaning given to it in Clause 13.12 (Financial Covenants Cure).

“Decisive Influence” means a person having, as a result of an agreement or through the ownership of shares or interests in another person (directly or indirectly):

(a) a majority of the voting rights in that other person; or

(b) a right to elect or remove a majority of the members of the board of directors of that other person.

“Default Notice” means a written notice to the Issuer as described in Clause 14.2 (Acceleration of the Bonds).

“Default Repayment Date” means the settlement date set out by the Bond Trustee in a Default Notice requesting early redemption of the Bonds.

“DFAS2” means DigiPlex Fet 2 AS, a company incorporated in Norway with company registration number 920 030 564.

“DFAS2 Initial Datacentre” means the construction and completion of a data centre with a capacity of 3 MW on the DFAS2 Property.

“DFAS2 Property” means the freehold property in Lillestrøm municipality with land no. 436 and property no. 118, wholly owned by DFAS2 and on which the DFAS2 Initial Datacentre is in the process of being erected and completed.

“DFAS2 Services Agreement” means the services agreement for the use of the data centre comprised by the DFAS2 Initial Datacentre named “OSL20 Service Agreement” dated 16 July 2019 between DFAS2 and the customer.

“DHAS” means DigiPlex Holtskogen AS, a company incorporated in Norway with company registration number 922 735 573.

“DHAS Initial Datacentre” means the construction and completion of a data centre with a capacity of 6 MW on the DHAS Property.

“DHAS Property” means the freehold property in Indre Østfold municipality with land no. 839 and property no. 21, wholly owned by DHAS and on which the DHAS Initial Datacentre is in the process of being erected and completed.

“DHAS Services Agreement” means the services agreement for the use of the data centre comprised by the DHAS Initial Datacentre named “OSL21 Service Agreement” dated 16 July 2019 between DHAS and the customer.

“Distribution” means any:

(a) payment of dividend on shares;

(b) repurchase of own shares;

(d) repayment and servicing of any Subordinated Loan; or

(e) any other similar distribution or transfer of value to (including but not limited to by way of group contribution) the direct and indirect shareholders of the Issuer.

“Earnings Accounts” means the accounts held by DFAS2 and DHAS, respectively, with the Account Bank, into which the lease income under the Initial Services Agreements (and/or any Additional Services Agreements) related to a Project shall be paid directly.

“Earnings Accounts Pledges” means the first priority pledges over each of the Earnings Accounts in favour of the Security Agent (on behalf of the Secured Parties) as security for the Secured Obligations, where the Account Bank has waived any set-off rights.

“Escrow Account” means an account in the name of the Issuer held with the Account Bank, blocked and pledged on first priority in favour of the Security Agent (on behalf of the Secured Parties).

“Escrow Account Pledge” means the first priority pledge over the Escrow Account in favour of the Security Agent (on behalf of the Secured Parties) as security for the Secured Obligations, where the Account Bank has waived any set-off rights.

“Event of Default” means any of the events or circumstances specified in Clause 14.1 (Events of Default).

“Exchange” means:

(a) Oslo Børs (the Oslo Stock Exchange); or

(b) any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR).

“Finance Documents” means these Bond Terms, the Bond Trustee Fee Agreement, any intercreditor agreement entered into under or pursuant to these Bond Terms (including, for the avoidance of doubt, any Intercreditor Agreement), any Transaction Security Document, any Security Agent Agreement, any Tap Issue Addendum, any subordination agreement required to be made under the terms of the Finance Documents, and any other document designated by the Issuer and the Bond Trustee as a Finance Document.

“Finance Lease” means any lease or hire purchase contract entered into by a Group Company which would have been treated as a finance or capital lease for accounting purposes in accordance with the Accounting Standard.

“Financial Covenants Cure” has the meaning given to it in Clause 13.12 (Financial Covenants Cure).

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed (and debit balances at banks or other financial institutions);

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, including the Bonds;

(d) the amount of any liability in respect of any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under the Accounting Standard are met);

(f) any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition;

(h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Standard;

(i) any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under the Accounting Standard; and

(k) without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Reports” means the Annual Financial Statements and the Interim Accounts.

“Financial Support” means any loans, guarantees, Security or other financial assistance (whether actual or contingent).

“First Call Date” means the Interest Payment Date falling in May 2022.

“First Release” means the release of the net proceeds from the Initial Bond Issue for an amount of NOK 355,000,000.

“GAAP” means generally accepted accounting practices and principles in the country in which the Issuer is incorporated including, if applicable, IFRS.

“Government Bond Rate” means the interest rate of debt securities instruments issued by the government of Norway on the day falling 2 Business Days before the notification to the

Bondholders of the Make Whole Amount pursuant to Clause 10.2(c) (Voluntary early redemption - Call Option).

“Group” means the Issuer and its Subsidiaries from time to time.

“Group Company” means any person which is a member of the Group.

“Guarantee” means the joint and several, unconditional and irrevocable Norwegian law corporate guarantee and indemnity (Norwegian: “selvskyldnerkausjon”) issued by each of the Guarantors in respect of the Secured Obligations, which shall constitute senior obligations of each of the Guarantors.

“Guarantor” means each of the Parent, DFAS2 and DHAS, provided that the Parent will only be a Guarantor until Practical Completion of both the Initial Datacentres.

“IFRS” means the International Financial Reporting Standards and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof) in force from time to time and to the extent applicable to the relevant financial statement.

“Incurrence Test” shall have the meaning ascribed to such term in Clause 13.13 (Incurrence Test).

“Independent Consultant” means Multiconsult AS, a company incorporated in Norway with company registration number 910 253 158.

“Initial Bond Issue” means the aggregate Nominal Amount of all Bonds issued on the Issue Date.

“Initial Datacentre Costs” means the aggregate Project Costs for the DFAS2 Initial Datacentre and the DHAS Initial Datacentre.

“Initial Datacentres” means each of the DFAS2 Initial Datacentre and the DHAS Initial Datacentre.

“Initial Equity Contribution” means the minimum amount of new equity injections into the Issuer and/or new Subordinated Loans that are required to ensure that the aggregate of the net proceeds from the Initial Bond Issue, the amount of the Initial Equity Contribution and the funds which are otherwise available to, and paid in to, the Obligors (other than the Parent) are sufficient to cover the total Project Costs related to the Initial Datacentres.

“Initial Nominal Amount” means the nominal amount of each Bond as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Initial Services Agreements” means the DFAS2 Services Agreement and the DHAS Services Agreement.

“Insolvent” means that a person:

(a) is unable or admits inability to pay its debts as they fall due;

suspends making payments on any of its debts generally; or

is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its centre of main interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency proceedings (as amended from time to time).

“Intercompany Loan” means any loan from a Group Company to another Group Company.

“Intercreditor Agreement” means an intercreditor agreement in all material respects consistent with the Intercreditor Principles.

“Intercreditor Principles” means the principles for the Intercreditor Agreement set out in as set out in Attachment 3 (Intercreditor Principles) hereto.

“Interest Payment Date” means the last day of each Interest Period, the first Interest Payment Date being 12 August 2020 and the last Interest Payment Date being the Maturity Date.

“Interest Period” means, subject to adjustment in accordance with the Business Day Convention, the period between 12 February, 12 May, 12 August and 12 November each year, provided however that an Interest Period shall not extend beyond the Maturity Date.

“Interest Quotation Day” means, in relation to any period for which Interest Rate is to be determined, 2 Quotation Business Days before the first day of the relevant Interest Period.

“Interest Rate” means the percentage rate per annum which is the aggregate of the Reference Rate for the relevant Interest Period plus the Margin.

“Interim Accounts” means the unaudited consolidated quarterly financial statements of the Issuer for the quarterly period ending on each 31 March, 30 June, 30 September and 31 December in each year, prepared in accordance with the Accounting Standard, such financial statements to include a profit and loss account, balance sheet, cash flow statement and management commentary by the Issuer with respect to the Issuer’s financial report.

“ISIN” means International Securities Identification Number.

“Issue Date” means 12 May 2020.

“Issuer” means the company designated as such in the preamble to these Bond Terms.

“Issuer's Available Funds” means, at the time of calculation, the amount by which:

(a) the aggregate of (without double counting) the (a) amount of Liquidity, (b) the amount deposited on the Escrow Account and (c) the amount of future earnings from operations available to the Group to cover the relevant Project Costs on or prior to the due date for the relevant Project Costs; exceeds

the amount of Liquidity required to satisfy the minimum Liquidity requirement under item (ii) of paragraph (a) of Clause 13.11 (Financial covenants).

“Issuer’s Bonds” means any Bonds which are owned by the Issuer or any Affiliate of the Issuer.

“Liquidity” means the aggregate book value of the Group’s (on a consolidated basis) freely available and unrestricted Cash and Cash Equivalents.

“Listing Application Failure Event” means that the Issuer has not applied for the Bonds (save for any Temporary Bonds) to be listed on an Exchange within 6 months following the Issue Date.

“Loan-to-Value Ratio” means the ratio of (i) the aggregate amount of the interest-bearing Financial Indebtedness of the Group less any amounts standing to the credit of the Issuer in the Escrow Account and the amount of the Liquidity to (ii) the most recent Aggregated Market Value.

“Make Whole Amount” means an amount equal to the sum of the present value on the Call Option Repayment Date of:

(a) the Nominal Amount of the redeemed Bonds at the price as set out paragraph (a) (ii) of Clause 10.2 (Voluntary early redemption – Call Option) as if such payment originally had taken place on the First Call Date; and

(b) the remaining interest payments of the redeemed Bonds, less any accrued and unpaid interest on the redeemed Bonds as at the Call Option Repayment Date, to the First Call Date, where the present value shall be calculated by using a discount rate of 50 basis points above the comparable Government Bond Rate (i.e. comparable to the remaining Macaulay duration of the Bonds from the Call Option Repayment Date until the First Call Date using linear interpolation) and where the interest rate applied for the remaining interest payments shall equal the Mid-Swap Rate plus the Margin (however so that the interest rate can never fall below the Margin).

“Manager” means Pareto Securities AS, Dronning Mauds gate. 3, NO-0115 Oslo, Norway.

“Mandatory Redemption Event” means a Property Disposal Event or a Total Loss Event.

“Mandatory Redemption Repayment Date” means the settlement date for the mandatory early redemption in respect of a Mandatory Redemption Event pursuant to Clause 10.5 (Mandatory early redemption due to a Mandatory Redemption Event).

“Margin” means 4.50 per cent.

“Market Value” means the market value of each of the Properties and any Additional Datacentre (as the case may be) as determined by an Accepted Appraiser. The Market Value shall be determined on an annual basis (the first time no later than 31 December 2020) (or more often at the discretion of the Issuer). The Market Value shall, in the event that the relevant Property or Additional Datacentre is not (directly or indirectly) wholly owned by the Issuer, only be included with such pro rata share owned (directly or indirectly) by the Issuer. The

Market Value for any Additional Datacentre shall be determined on the assumptions that data centres included in each Additional Datacentre is completed according to design and budgeted project costs and that the relevant services commencement date for the Additional Services Agreement made with respect to such project occur on the earliest date agreed for each Additional Services Agreement. The Bond Trustee may in its sole discretion request, from any of the Accepted Appraisers, a second Market Value assessment to be made (at the cost of the Issuer) during each calendar year.

“Material Adverse Effect” means a material adverse effect on:

(a) the Obligors’ (other than the Parent) ability to carry out and complete a Project;

(b) the Issuer’s or any Guarantor’s ability to perform and comply with its obligations under any of the Finance Documents; or

(c) the validity or enforceability of any of the Finance Documents (other than as a result of a transaction or action otherwise permissible).

“Maturity Date” means 12 May 2023, adjusted according to the Business Day Convention.

“Maximum Issue Amount” shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Mid-Swap Rate” means the linearly interpolated Reference Rate in the currency of the Bonds for the actual period on the day falling 2 Business Days before the notification to the Bondholders of the Make Whole Amount pursuant to Clause 10.2(c), or, if such is not quoted, the mid-swap rate for the leading banks in the relevant interbank market, based on the last quoted Reference Rate or mid-swap rate in the currency of the Bonds for the actual period.

“Minor Property Divestment” means, with respect to any Property, any (i) sub-division (No. utskillelse) of any part of that Property and/or (ii) a divestment, by sale, de-merger swap or otherwise, of parts of any Property, in each case:

(a) on which any Initial Datacentre or any datacentre financed by a Tap Issue or its critical infrastructure is not directly located;

(b) which is not necessary for the operation of the Initial Datacentre or any datacentre financed by a Tap Issue on that Property; and

“Multiconsult Agreement” means an agreement to be entered into between the Independent Consultant and the Bond Trustee, governing the scope of work of the Independent Consultant to act as an independent external building advisor in connection with the construction of the Initial Datacentres.

“MW” means megawatt.

“Nominal Amount” means the Initial Nominal Amount (less the aggregate amount by which each Bond has been partially redeemed, if any, pursuant to Clause 10 (Redemption and

repurchase of Bonds)), or any other amount following a split of Bonds pursuant to paragraph (j) of Clause 16.2 (The duties and authority of the Bond Trustee).

“Obligor” means each of the Issuer and the Guarantors.

“Outstanding Bonds” means any Bonds not redeemed or otherwise discharged.

“Overdue Amount” means any amount required to be paid by an Obligor under any of the Finance Documents but not made available to the Bondholders on the relevant Payment Date or otherwise not paid on its applicable due date.

“Parent” means DigiPlex Norway Holding 1 AS, a company incorporated in Norway with company registration number 922 393 265.

“Partial Payment” means a payment that is insufficient to discharge all amounts then due and payable under the Finance Documents.

“Paying Agent” means the legal entity appointed by the Issuer to act as its paying agent with respect to the Bonds in the CSD.

“Payment Date” means any Interest Payment Date or any Repayment Date.

“Permitted Additional Datacentre Financing” means any Financial Indebtedness incurred to finance costs related to the planning, acquisition, development, construction and completion of a data centre owned or leased by an Obligor (other than the Parent), with a final maturity date no earlier than 6 months after the Maturity Date (other than in respect of construction financing)

“Permitted Additional Datacentre Separate Security” means any first priority Security over:

(a) the real property on which the Additional Datacentre (and associated infrastructure) is situated (but not including the Properties on which any Initial Datacentre is situated);

(b) moveable assets and other assets used at or related to the Additional Datacentre or the financing, construction or operation thereof;

(d) monetary claims against customers in the Additional Datacentre (insofar as such claims relate to the use of the Additional Datacentre);

(e) earnings and operations accounts related to the earnings and operations on the Additional Datacentre; and/or

(f) other security over assets not subject to Transaction Security.

“Permitted Distribution” means, subject to no Event of Default being continuing or resulting therefrom:

(a) any Distribution in the form of a Minor Property Divestment;

(b) following the occurrence of Practical Completion for the Initial Datacentres, repayment of Shareholder Loans used to fund the Initial Datacentre up to such date in amounts equal to the amount by which:

(i) total Shareholder Loans; exceeds

(ii) the amount of the Initial Equity Contribution of NOK 380,000,000,

provided that the amount by which the actual total Project Costs for the Initial Datacentres exceed the budgeted total Project Cost for the Initial Datacentres of NOK 1,035,000,000 shall be deducted from the amount which may be used for repayment of Shareholder Loans; and

(c) following the completion of a Tap Issue or a Permitted Additional Datacentre Financing to fund any Additional Datacentre and completion of the relevant conditions precedent for release of funds from the Escrow Account, repayment of Shareholder Loans, used to fund the Additional Datacentre up to such date, in amounts equal to the amount by which:

(i) the amount calculated as NOK 60,000,000 multiplied with the number of MW signed in the Additional Service Agreement in respect of the Additional Datacentre; exceeds

(ii) the budgeted Project Costs (in respect of a Tap Issue) or (in case of a Permitted Additional Datacentre Financing) the budgeted total costs required to plan, acquire, develop, construct and complete the relevant Additional Datacentre of the Additional Datacentre (in each cased based on the Issuer's latest budgets) less the amount of such Shareholder Loans.

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a) under the Finance Documents, including through a Tap Issue;

(b) in the form of any Permitted Additional Datacentre Financing, subject to the satisfactions of the Incurrence Test and provided that an Intercreditor Agreement has been entered into (if required pursuant to Clause 2.6 (Certain security principles));

(c) in the form of Intercompany Loans (including, without limitation any loan granted under any cash pool arrangement of the Group), which are subject to a first priority security assignment in favour of the Bond Trustee (on behalf of the Bondholders) as security for the Issuer’s obligations under the Finance Documents;

(d) in the form of any Subordinated Loans;

(e) in the form of any Finance Lease entered into by a Group Company in its ordinary course of business, provided the capitalised amount does not exceed NOK 35,000,000 (or the equivalent thereof in other currencies);

(f) in the form of any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank, financial institution or insurance company or other professional risk underwriter in respect of an underlying liability in the ordinary course of business of a Group Company;

(g) incurred under any advance or deferred purchase agreement on normal commercial terms by a Group Company from any of its trading partners in the ordinary course of its trading activities;

(h) incurred in respect of any Permitted Hedging;

(i) under any pension and tax liabilities incurred in the ordinary course of business; or

(j) incurred in the ordinary course of business not otherwise permitted above which does not exceed NOK 35,000,000 (or the equivalent thereof in other currencies) in aggregate for the Obligors at any time.

“Permitted Financial Support” means any Financial Support:

(a) granted under the Finance Documents;

(b) provided with respect to any Permitted Additional Datacentre Financing;

(c) in the form of any loan by the Issuer to any of its direct or indirect shareholders which constitutes a Permitted Distribution;

(d) made by one Group Company to or for the benefit of another Group Company (including under cash pool arrangements);

(e) deposits of cash or cash equivalent investments with financial institutions for cash management purposes or in the ordinary course of business;

(f) provided in respect of Financial Indebtedness incurred under paragraph (f) of the definition of “Permitted Financial Indebtedness” or under paragraph (f) of the definition of “Permitted Security”;

(g) for any rental obligations in respect of any real property leased or any related equipment by a Group Company in the ordinary course of business and on normal commercial terms; or

(h) not otherwise permitted under paragraphs (a) to (g) above and not securing indebtedness in excess of NOK 35,000,000 (or the equivalent thereof in other currencies) in aggregate for the Obligors at any time.

“Permitted Hedging” means any non-speculative hedging by an Obligor in its ordinary course of business.

“Permitted Security” means any Security:

(a) created under the Finance Documents;

(b) securing any Permitted Additional Datacentre Financing, over any (i) assets covered by the Transaction Security, and (ii) any other assets to be provided as any additional Security in respect of the Permitted Additional Datacentre Financing;

(d) in each case within the Group, any cash pooling, netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies;

(e) arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of business and not arising as a result of a default or omission by a Group Company that is continuing for a period of more than 30 calendar days;

(f) in the form of rental deposits, Security or other guarantees in respect of any lease agreement including in relation to real property entered into by a Group Company in the ordinary course of business and on normal commercial terms;

(g) granted in respect of Financial Indebtedness incurred under paragraphs (f) and/or (h) of the definition of “Permitted Financial Indebtedness”; and

“Permitted Transaction” means:

(a) any Minor Property Divestment;

(b) any transaction or reorganisation between any Group Companies (provided that the applicable Security is re-established after such reorganisation, to the extent required); and

(c) any transaction carried out at fair market value and on terms and conditions customary for such transactions, which does not have a Material Adverse Effect and which is made in compliance with Clause 10.5 (Mandatory early redemption due to a Mandatory Redemption Event) if and to the extent the transaction constitutes a Mandatory Redemption Event.

“Practical Completion” means, with respect to any of the Initial Datacentres, the date on which the customer, under an Initial Services Agreement, has commenced the use of the data centre or has the right of such use.

“Project” means any of the Initial Datacentres or any Additional Datacentre financed under a Tap Issue.

“Project Costs” means, with respect to any Project and based on the relevant construction and equipment contracts and reasonable estimates by the Issuer, the total budgeted costs required

to complete such Project and achieve the Practical Completion for the Project, costs related to the acquisition of the relevant Property, intellectual property rights, design, advisory (including legal, technical and commercial advisory), project management services and operational expenses relating to the operations of the Project and interest expenses up to the Practical Completion.

“Properties” means each of:

(a) the DFAS2 Property; and

(b) the DHAS Property. each a “Property”.

“Property Disposal Event” means a direct or indirect disposal of one or both of the Properties to an entity not being a Group Company (other than under a Minor Property Divestment).

“Put Option” shall have the meaning ascribed to such term in Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“Put Option Event” means a Change of Control Event.

“Put Option Repayment Date” means the settlement date for the Put Option pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“Quotation Business Day” means a day on which Norges Bank’s settlement system is open.

“Reference Rate” shall mean NIBOR; (Norwegian Interbank Offered Rate) being

(a) the interest rate fixed for a period comparable to the relevant Interest Period published by Global Rate Set Systems (GRSS) at approximately 12.00 (Oslo time) on the Interest Quotation Day; or

(b) if no screen rate is available for the relevant Interest Period:

(i) the linear interpolation between the two closest relevant interest periods, and with the same number of decimals, quoted under paragraph (a) above; or

(ii) a rate for deposits in the currency of the Bonds for the relevant Interest Period as supplied to the Bond Trustee at its request quoted by a sufficient number of commercial banks reasonably selected by the Bond Trustee; or

(c) if the interest rate under paragraph (a) is no longer available, the interest rate will be set by the Bond Trustee in consultation with the Issuer to:

(i) any relevant replacement reference rate generally accepted in the market; or

(ii) such interest rate that best reflects the interest rate for deposits in the currency of the Bonds offered for the relevant Interest Period.

In each case, if any such rate is below zero, the Reference Rate will be deemed to be zero.

“Quarter Date” means each 31 March, 30 June, 30 September and 31 December.

“Release Notice” means a notice substantially in the form set out in Attachment 2 (Release Notice – Escrow Account) hereto.

“Relevant Jurisdiction” means the country in which the Bonds are issued, being Norway.

“Relevant Record Date” means the date on which a Bondholder’s ownership of Bonds shall be recorded in the CSD as follows:

(a) in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; or

(b) for the purpose of casting a vote with regard to Clause 15 (Bondholders’ Decisions), the date falling on the immediate preceding Business Day to the date of that Bondholders’ decision being made, or another date as accepted by the Bond Trustee.

“Repayment Date” means any Call Option Repayment Date, the Default Repayment Date, the Put Option Repayment Date, the Tax Event Repayment Date, any Mandatory Redemption Repayment Date or the Maturity Date.

“Secured Obligations” means all present and future obligations and liabilities of the Obligors under the Finance Documents.

“Second Release” means the release of the net proceeds from the Initial Bond Issue exceeding the amount of the First Release by an amount of NOK 150,000,000.

“Secured Parties” means the Security Agent and the Bond Trustee on behalf of itself and the Bondholders.

“Securities Trading Act” means the Securities Trading Act of 2007 no. 75 of the Relevant Jurisdiction.

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

“Security Agent” means the Bond Trustee or any successor Security Agent, acting for and on behalf of the Secured Parties in accordance with any Security Agent Agreement or any other Finance Document.

“Security Agent Agreement” means any agreement other than these Bond Terms whereby the Security Agent is appointed to act as such in the interest of the Bond Trustee (on behalf of itself and the Bondholders).

“Services Agreement” means the Initial Services Agreements and the Additional Services Agreements.

“Shareholder Loan” means a Subordinated Loan to the Issuer from the Parent or from the Parent’s shareholders or the Parent's affiliates (other than a Group Company).

“Sponsors” means Mr. Byrne Murphy and Mr. William Conway, and any affiliate of Mr. Byrne Murphy and/or Mr. William Conway.

“Subordinated Loan” means debt provided to the Issuer by the Parent or any third party that (i) is subordinated in right of payment to the Bonds, (ii) is only serviced by a Permitted Distribution, and (iii) does not provide for its acceleration or confer any right to declare any event of default prior to 6 months after the Maturity Date.

“Subsidiary” means an entity over which another entity or person has Decisive Influence.

“Summons” means the call for a Bondholders’ Meeting or a Written Resolution as the case may be.

“Tap Issue” shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Tap Issue Addendum” shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Tax Event Repayment Date” means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

“Temporary Bonds” shall have the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Third Release” means the release of the amount remaining on the Escrow Account after the First Release and the Second Release.

“Total Loss Event” means an actual or constructive total loss of any Property.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent (on behalf of the Secured Parties) pursuant to the Transaction Security Documents.

“Transaction Security Documents” means, collectively, all of the documents which shall be executed or delivered pursuant to Clause 2.5 (Transaction Security).

“Voting Bonds” means the Outstanding Bonds less the Issuer’s Bonds.

“Written Resolution” means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 15.5 (Written Resolutions).

1.2 Construction In these Bond Terms, unless the context otherwise requires:

headings are for ease of reference only;

words denoting the singular number will include the plural and vice versa;

references to Clauses are references to the Clauses of these Bond Terms;

references to a time are references to Central European time unless otherwise stated;

references to a provision of “law” is a reference to that provision as amended or re- enacted, and to any regulations made by the appropriate authority pursuant to such law;

references to a “regulation” includes any regulation, rule, official directive, request or guideline by any official body;

references to a “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality;

references to Bonds being “redeemed” means that such Bonds are cancelled and discharged in the CSD in a corresponding amount, and that any amounts so redeemed may not be subsequently re-issued under these Bond Terms;

references to Bonds being “purchased” or “repurchased” by the Issuer means that such Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer’s purchase of Bonds),

references to persons “acting in concert” shall be interpreted pursuant to the relevant provisions of the Securities Trading Act; and

an Event of Default is “continuing” if it has not been remedied or waived.

2. THE BONDS 2.1 Amount, denomination and ISIN of the Bonds The Issuer has resolved to issue a series of Bonds in the maximum amount of NOK 1,400,000,000 (the “Maximum Issue Amount”). The Bonds may be issued on different issue dates, whereby the Initial Bond Issue will be in the amount of NOK 655,000,000. The Issuer may, provided that the conditions set out in Clause 6.2 (Tap Issues) are met, at one or more occasions issue Additional Bonds (each a “Tap Issue”) until the Nominal Amount of all Additional Bonds equals in aggregate the Maximum Issue Amount less the Initial Bond Issue. Each Tap Issue will be subject to identical terms as the Bonds issued pursuant to the Initial Bond Issue in all respects as set out in these Bond Terms, except that Additional Bonds may be issued at a different price than for the Initial Bond Issue and which may be below or above the Nominal Amount. The Bond Trustee shall prepare an addendum to these Bond Terms evidencing the terms of each Tap Issue (a “Tap Issue Addendum”).

If the Bonds are listed on an Exchange and there is a requirement for a new prospectus in order for the Additional Bonds to be listed together with the Bonds, the Additional Bonds may be issued under a separate ISIN (such Bonds referred to as the “Temporary Bonds”). Upon the approval of the prospectus, the Issuer shall (i) notify the Bond

Trustee, the Exchange and the Paying Agent and (ii) ensure that the Temporary Bonds are converted into the ISIN for the Bonds.

The Bonds are denominated in Norwegian Kroner (NOK), being the legal currency of Norway.

The Initial Nominal Amount of each Bond is NOK 1,000,000.

The ISIN of the Bonds is set out on the front page. These Bond Terms apply with identical terms and conditions to (i) all Bonds issued under this ISIN, (ii) any Temporary Bonds and (iii) any Overdue Amounts issued under one or more separate ISIN in accordance with the regulations of the CSD from time to time.

Holders of Overdue Amounts related to interest claims will not have any other rights under these Bond Terms than their claim for payment of such interest claim which claim shall be subject to paragraph (b) of Clause 15.1 (Authority of the Bondholders’ Meeting).

2.2 Tenor of the Bonds The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date.

2.3 Use of proceeds The Issuer shall use the net proceeds from the Initial Bond Issue (net of legal costs, fees of the Manager and the Bond Trustee and any other agreed costs and expenses), together with the Initial Equity Contribution, for:

(i) financing the Initial Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and

(ii) general corporate purposes of the Group.

(i) financing Additional Datacentre Costs (including through loans or equity contributions to DFAS2 and DHAS); and

(ii) general corporate purposes of the Group.

2.4 Status of the Bonds The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt.

2.5 Transaction Security As Security for the due and punctual fulfilment of the Secured Obligations, the Issuer shall procure that the following Transaction Security is granted in favour of the Security

Agent with first priority within the times agreed in Clause 6 (Conditions for disbursement):

(i) the Escrow Account Pledge;

(ii) a pledge granted by the Parent over all (100 per cent.) of the shares in the Issuer, from time to time;

(iii) a pledge granted by the Issuer over all (100 per cent.) of the shares in each other Group Company, from time to time;

(iv) a security assignment by the Parent and any other provider of Subordinated Loans over all its claims and rights under any Subordinated Loans:

(v) a mortgage over each Property granted by the relevant Group Company, which shall include all relevant equipment being legally part of each Property, from to time;

(vi) the Earnings Accounts Pledges;

(vii) a security assignment over each Group Company’s monetary claims against the Account Bank for the amount from time to time standing to the credit of each Group Company in all of its bank accounts from time to time, other than sub- accounts in cash pool arrangements within the Group, any cash collateral accounts relating to Permitted Security, tax deduction accounts and other bank accounts which cannot be subject to Transaction Security under law or the policies of the Account Bank;

(viii) a security assignment by each Obligor of all its claims and rights under any Intercompany Loan, from time to time;

(ix) a security assignment by each Group Company of all monetary claims and rights in respect of all relevant insurances over the Properties and the equipment related thereto (other than insurances for payment to third parties) (and with such acknowledgements thereof as the insurers are willing to give (if any));

(x) a floating charge by each Group Company in the form of a factoring agreement (No. avtale om factoringpant) over all trade receivables, respectively;

(xi) a floating charge over the machinery and plant (No. pant i driftstilbehør) of each Group Company, respectively;

(xii) the Guarantees.

2.6 Certain security principles The Transaction Security shall be subject to the following security principles:

Transaction Security shall be on first priority and shall be made in favour of the Security Agent (on behalf of the Secured Parties) and shall be governed by such laws as the Security Agent shall determine appropriate; subject to the security principles set out in this Clause 2.6, the Transaction Security shall be entered into on such terms and conditions as the Security Agent in its discretion deems appropriate in order to create the intended benefit for the Secured Parties under the relevant document; subject to paragraph (d) below, any Permitted Security shall, to the extent such Security is granted over an asset subject to Transaction Security, rank on priority behind the Transaction Security; any Permitted Security referred to under paragraph (g) in the definition thereof consisting of Security securing the guarantors’ recourse claims against another Group Company in relation to builder guarantees (No. byggherregaranti) under NS8407 and Permitted Hedging shall, to the extent such Security is granted over an asset subject to Transaction Security, be permitted to be secured against the relevant assets on first priority and ranking ahead of the Transaction Security; the Bond Trustee shall be entitled to release Transaction Security over (a) any assets disposed of in a Permitted Transaction (b) any part of a Property which is sub-divided (No. utskilt) in a Minor Property Divestment; if any asset subject to Transaction Security is sold or otherwise transferred from one Obligor to another Obligor, the acquiring Obligor shall provide (i) Transaction Security over that asset and that Obligor on terms similar to the Transaction Security and (ii) such other documents and evidence in relation therewith as the Bond Trustee shall reasonably require; any bank accounts subject to Transaction Security (other than the Escrow Account) shall remain unblocked until the Bond Trustee has, following an Event of Default which is continuing, instructed the Account Bank to block the relevant bank accounts, and the Account Bank shall waive all rights of set-off with respect to all bank accounts subject to Transaction Security; in respect of new assets over which Transaction Security shall be granted:

(i) the Transaction Security shall be granted and perfected as soon as possible and no later than 30 calendar days after the new asset was acquired or otherwise came into existence;

(ii) the security documents documenting the terms of such Transaction Security shall be based on the Transaction Security Documents for existing Transaction Security over similar assets; and

(iii) the Issuer shall procure that such other documents and evidence as the Bond Trustee shall reasonably require in relation to the new Transaction Security is provided to the Bond Trustee within the deadlines set out in item (i) above;

in respect of the Guarantee from the Parent, the Guarantee shall remain in full force and effect (for the full amount from time to time outstanding under the Finance Documents) for any claims made up to and including Practical Completion for the last of the Initial Datacentres, after which it shall be reduced to zero and expire in its entirety, save that such expiration shall not affect claims already made under the Guarantee;

The Transaction Security securing a Permitted Additional Datacentre Financing will either (as determined by the Issuer) be (i) over the same assets as the Transaction Security (other than the Escrow Account) and on a joint first priority with the Finance Documents (on a pro rata basis based on principal amount outstanding), in which case an Intercreditor Agreement shall be entered into, or (ii) limited to the Permitted Additional Datacentre Separate Security;

Permitted Additional Datacentre Financing which security interests is based on the Permitted Additional Datacentre Separate Security may also be secured by first priority security over the shares in, and Intercompany Loans to, the Obligor owning or leasing (as the case may be) the Additional Datacentre on a joint and pro rata basis with the Transaction Security, in which case an Intercreditor Agreement shall be entered into with respect to the shared security, but with logical and necessary changes (including, as relevant, additional provisions regarding the relationship between shared and separate security interests and the order of enforcement and allocation of enforcement proceeds), in each case as considered by the Bond Trustee (in its sole discretion) to be adequate and appropriate for the security sharing arrangement;

the Security Agent shall release any Transaction Security over assets which will be subject to Permitted Additional Datacentre Separate Security;

the Bond Trustee is authorised to negotiate and agree amendments and changes to the Intercreditor Agreement, as long as the Intercreditor Principles are adhered to; and

the Security Agent shall be irrevocably authorised to release any Guarantees and Transaction Security over assets which are sold or otherwise disposed of (directly or indirectly) (a) in any merger, de-merger or disposal permitted in compliance with Clauses 13.5 (Mergers and de-mergers) or 13.10 (Issuer specific undertakings) and (b) following an enforcement.

3. THE BONDHOLDERS 3.1 Bond Terms binding on all Bondholders By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party.

The Bond Trustee is always acting with binding effect on behalf of all the Bondholders.

3.2 Limitation of rights of action No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures, or take other legal action against the Issuer or any other party in relation to

any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including the right to exercise the Put Option.

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

3.3 Bondholders’ rights If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee.

A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 (Bondholders’ rights) and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary.

4. ADMISSION TO LISTING The Issuer shall apply for the Bonds to be listed on an Exchange within 6 months of the Issue Date.

5. REGISTRATION OF THE BONDS 5.1 Registration in the CSD The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD.

5.2 Obligation to ensure correct registration The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation.

5.3 Country of issuance The Bonds have not been issued under any other country’s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction.

6. CONDITIONS FOR DISBURSEMENT 6.1 Conditions precedent for disbursement to the Issuer Pre-settlement conditions precedent:

(a) Payment of the net proceeds from the Initial Bond Issue to the Escrow Account shall be conditional on the Bond Trustee having received in due time (as determined by the Bond Trustee) prior to the Issue Date each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i) these Bond Terms duly executed by all parties hereto;

(ii) the Bond Trustee Fee Agreement duly executed by the parties thereto;

(iii) certified copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents to which it is a party;

(iv) certified copies of the Issuer’s articles of association and of a full extract from the relevant company register in respect of the Issuer evidencing that the Issuer is validly existing;

(v) a certified copy of a power of attorney (unless included in the corporate resolutions) from the Issuer to relevant individuals for their execution of the Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of the Issuer;

(vi) the Escrow Account Pledge duly executed by all parties thereto and perfected in accordance with applicable law;

(vii) copies of the Issuer’s latest Financial Reports (if any);

(viii) confirmation that the applicable prospectus requirements (ref the EU prospectus regulation ((EU) 2017/1129)) concerning the issuance of the Bonds have been fulfilled;

(ix) confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for the Bonds); and

(x) legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of these Bond Terms and the Finance Documents).

Conditions precedent for disbursement of the First Release:

The First Release will not be disbursed to the Issuer from the Escrow Account, unless the Bond Trustee has received or is satisfied that it will receive in due time (as determined by the Bond Trustee) prior to such disbursement to the Issuer each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i) a duly executed Release Notice from the Issuer, including a statement regarding the use of funds and a confirmation that:

(A) the amount requested to be disbursed does not exceed the First Release;

(B) no Event of Default has occurred or is likely to occur as a consequence of the First Release; and

(ii) unless delivered under this Clause 6.1 (Conditions precedent for disbursement to the Issuer) paragraph (a) as pre-settlement conditions precedent, and in relation to each Obligor and any other party to a Finance Document:

(A) certified copies of all necessary corporate resolutions required to provide the Transaction Security and execute the Finance Documents to which it is a party;

(B) a certified copy of a power of attorney (unless included in the relevant corporate resolutions) to relevant individuals for their execution of the Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on its behalf; and

(C) certified copies of its articles of association and of a full extract from the relevant company evidencing that it is validly existing;

(iii) a copy of the Multiconsult Agreement duly executed;

(iv) confirmation from the relevant insurance companies (or the insurance broker) that the Bond Trustee (on behalf of the Bondholders) is registered as co-insured under all insurances subject to Transaction Security;

(v) evidence that the Initial Equity Contribution has been paid to the Issuer;

(vi) confirmation from the Issuer that no Financial Indebtedness, Security or Financial Support exists within the Group other than as permitted pursuant to these Bond Terms;

(vii) all Transaction Security Documents (unless delivered in accordance with paragraph (a) above as pre-settlement conditions precedent) being executed and duly perfected and all other Finance Documents being duly executed;

(viii) legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Obligors, the Parent and any other party to a Finance Document and the legality, validity and enforceability of the Finance Documents).

Conditions precedent for disbursement of the Second Release:

The Second Release will not be disbursed to the Issuer from the Escrow Account, unless the Bond Trustee has received or is satisfied that it will receive in due time (as determined by the Bond Trustee) prior to such disbursement to the Issuer each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i) a duly executed Release Notice from the Issuer, including a statement regarding the use of funds and a confirmation that:

(A) the proposed release date is not earlier than 1 June 2020;

(B) the last 0.5 MW and 2 MW for DFAS2 and DHAS respectively of the total 9 MW of capacity having been duly signed under the Initial Services Agreement or in supplements or variations thereto;

(D) no Event of Default has occurred or is likely to occur as a consequence of the Second Release; and

(E) no Cost Overrun is continuing (disregarding any remedy period for such Cost Overrun); and

(ii) evidence that the First Release has been disbursed to the Issuer in accordance with the conditions set out in paragraph (b) of this Clause 6.1 (Conditions precedent for disbursement to the Issuer).

Conditions precedent for disbursement of the Third Release:

The Third Release will not be disbursed to the Issuer from the Escrow Account, unless the Bond Trustee has received or is satisfied that it will receive in due time (as determined by the Bond Trustee) prior to such disbursement to the Issuer each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i) a duly executed Release Notice from the Issuer, including a statement regarding the use of funds and a confirmation that:

(A) the proposed release date is not earlier than 1 July 2020;

(B) no Event of Default has occurred or is likely to occur as a consequence of the Third Release; and

(ii) evidence that the Second Release has been disbursed to the Issuer in accordance with the conditions set out in paragraph (c) of this Clause 6.1 (Conditions precedent for disbursement to the Issuer),

The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.1 (Conditions precedent for disbursement to the Issuer), waive the requirements for

documentation or decide that delivery of certain documents shall be made subject to an agreed closing procedure between the Bond Trustee and the Issuer.

6.2 Tap Issues The Issuer may issue Additional Bonds if:

(i) the Issuer and the Bond Trustee have executed a Tap Issue Addendum;

(ii) the representations and warranties contained in Clause 7 (Representations and Warranties) of these Bond Terms are true and correct in all material respects and repeated by the Issuer as at the date of issuance of such Additional Bonds; and

(iii) the Issuer meets the Incurrence Test.

The release (from the Escrow Account) of the net proceeds from any Tap Issue to the Issuer shall be subject to conditions precedent, including but not limited to receipt by the Bond Trustee of the following documents (in form and content satisfactory to the Bond Trustee):

(i) a duly executed Release Notice from the Issuer, including a statement regarding use of funds and a confirmation that no Event of Default has occurred or is likely to occur as a consequence of such disbursement;

(ii) in relation to each Obligor and any other party to a Finance Document:

(A) certified copies of all necessary corporate resolutions required to provide any additional Transaction Security and execute any additional Finance Documents to which it is a party, in each case related to the relevant Additional Datacentre;

(B) a certified copy of a power of attorney (unless included in the relevant corporate resolutions) to relevant individuals for their execution of the additional Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on its behalf, in each case related to the Additional Datacentre; and

(C) certified copies of its articles of association and of a full extract from the relevant company evidencing that it is validly existing;

(iii) a confirmation from the Issuer that an Additional Services Agreement has been entered into;

(iv) evidence that the Additional Equity Contribution has been made;

(v) all Transaction Security Documents required to be made with respect to the Additional Datacentre being executed and duly perfected and all other additional Finance Documents being duly executed; and

(vi) legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Obligors, the Parent and any other party to a Finance Document and the legality, validity and enforceability of the Finance Documents).

The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.2 (Tap Issues), waive the requirements for documentation or decide that delivery of certain documents may be postponed subject to an agreed closing procedure between the Bond Trustee and the Issuer.

6.3 Disbursement of the proceeds Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond Trustee’s confirmation to the Paying Agent that the conditions in Clause 6.1 (Conditions precedent for disbursement to the Issuer) or the conditions in paragraph (b) of Clause 6.2 (Tap Issues), as applicable, have been either satisfied in the Bond Trustee’s discretion or waived by the Bond Trustee pursuant to paragraph (e) of Clause 6.1 (Conditions precedent for disbursement to the Issuer) or paragraph (d) of Clause 6.2 (Tap Issues) above.

7. REPRESENTATIONS AND WARRANTIES The Issuer makes the representations and warranties set out in this Clause 7 (Representations and warranties), in respect of itself and in respect of each Obligor to the Bond Trustee (on behalf of the Bondholders) at the following times and with reference to the facts and circumstances then existing:

at the date of these Bond Terms;

at the Issue Date;

on each date of disbursement of proceeds from the Escrow Account; and

at the date of issuance of any Additional Bonds.

7.1 Status It is a limited liability company, duly incorporated and validly existing and registered under the laws of its jurisdiction of incorporation, and has the power to own its assets and carry on its business as it is being conducted.

7.2 Power and authority It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents.

7.3 Valid, binding and enforceable obligations These Bond Terms and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, and (save as provided for

therein) no further registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against it.

7.4 Non-conflict with other obligations The entry into and performance by it of these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with (i) any law or regulation or judicial or official order; (ii) its constitutional documents; or (iii) any agreement or instrument which is binding upon it or any of its assets.

7.5 No Event of Default (a) No Event of Default exists or is likely to result from the making of any drawdown under these Bond Terms or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

No other event or circumstance has occurred which constitutes (or with the expiry of any grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is likely to have a Material Adverse Effect.

7.6 Authorisations and consents All authorisations, consents, approvals, resolutions, licenses, exemptions, filings, notarisations or registrations required:

(a) to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and

(b) to carry on its business as presently conducted and as contemplated by these Bond Terms,

have been obtained or effected and are in full force and effect.

7.7 Litigation No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

7.8 Financial Reports Its most recent Financial Reports fairly and accurately represent the assets and liabilities and financial condition as at their respective dates, and have been prepared in accordance with the Accounting Standard, consistently applied.

7.9 No Material Adverse Effect Since the date of the most recent Financial Reports, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect.

7.10 No misleading information Any factual information provided by it to the Bondholders or the Bond Trustee for the purposes of the issuance of the Bonds was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

7.11 No withholdings The Issuer is not required to make any deduction or withholding from any payment which it may become obliged to make to the Bond Trustee or the Bondholders under these Bond Terms.

7.12 Pari passu ranking Its payment obligations under these Bond Terms or any other Finance Document to which it is a party ranks as set out in Clause 2.4 (Status of the Bonds).

7.13 Security No Security exists over any of the present assets of any Group Company in conflict with these Bond Terms.

8. PAYMENTS IN RESPECT OF THE BONDS 8.1 Covenant to pay The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms.

All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD at the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD.

Payment constituting good discharge of the Issuer’s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question.

If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open, unless any provision to the contrary have been set out for such payment in the relevant Finance Document.

8.2 Default interest Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus 3 percentage points per annum.

Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 (Default interest) will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full.

Upon the occurrence of a Listing Application Failure Event and for as long as such Listing Application Failure Event is continuing, the interest on any principal amount outstanding under these Bonds Terms will accrue at the Interest Rate plus 1 percentage point per annum. In the event the Listing Application Failure Event relates to Temporary Bonds, the Interest Rate will only be increased in respect of such Temporary Bonds.

8.3 Partial Payments If the Paying Agent or the Bond Trustee receives a Partial Payment, such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority:

(i) firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee (and any Security Agent);

(ii) secondly, towards accrued interest due but unpaid; and

(iii) thirdly, towards any other outstanding amounts due but unpaid under the Finance Documents.

Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii) secondly, towards accrued interest due but unpaid, in the following situations;

(i) the Bond Trustee has served a Default Notice in accordance with Clause 14.2 (Acceleration of the Bonds), or

(ii) as a result of a resolution according to Clause 15 (Bondholders’ decisions).

8.4 Taxation Each Obligor is responsible for withholding any withholding tax imposed by applicable law on any payments to be made by it in relation to the Finance Documents.

The Obligors shall, if any tax is withheld in respect of the Bonds under the Finance Documents:

(i) gross up the amount of the payment due from it up to such amount which is necessary to ensure that the Bondholders or the Bond Trustee, as the case may be, receive a net amount which is (after making the required withholding) equal to the

payment which would have been received if no withholding had been required; and

(ii) at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made.

Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees.

8.5 Currency All amounts payable under the Finance Documents shall be payable in the denomination of the Bonds set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds). If, however, the denomination differs from the currency of the bank account connected to the Bondholder’s account in the CSD, any cash settlement may be exchanged and credited to this bank account.

Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder’s account in the CSD must be provided by the relevant Bondholder to the Paying Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder’s bank and the Paying Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay.

8.6 Set-off and counterclaims No Obligor may apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document.

9. INTEREST 9.1 Calculation of interest Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period.

Any Additional Bond will accrue interest at the Interest Rate on the Nominal Amount commencing on the first date of the Interest Period in which the Additional Bonds are issued and thereafter in accordance with Clause 9.1 (a) above.

Interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis). The Interest Rate will be reset at each Interest Quotation Day by the Bond Trustee, who will notify the Issuer and the Paying Agent and, if the Bonds are listed, the Exchange, of the new Interest Rate and the actual number of calendar days for the next Interest Period.

9.2 Payment of interest Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest Period and, with respect to accrued interest on the principal amount then due and payable, on each Repayment Date.

10. REDEMPTION AND REPURCHASE OF BONDS 10.1 Redemption of Bonds The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.

10.2 Voluntary early redemption - Call Option The Issuer may redeem all or parts of the Outstanding Bonds (the “Call Option”) on any Business Day from and including:

(i) the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount;

(ii) the First Call Date to, but not including, the Interest Payment Date falling 30 months after the Issue Date at a price equal to 102.50 per cent. of the Nominal Amount;

(iii) the Interest Payment Date falling 30 months after the Issue Date to, but not including, the Maturity Date at a price equal to 100.50 per cent. of the Nominal Amount.

Any redemption of Bonds pursuant to Clause 10.2 (a) above shall be determined based upon the redemption prices applicable on the Call Option Repayment Date.

The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at least 10 Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall calculate the Make Whole Amount and provide such calculation by written notice to the Bond Trustee as soon as possible and at the latest within 3 Business Days from the date of the notice.

Any Call Option exercised in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

10.3 Mandatory repurchase due to a Put Option Event Upon the occurrence of a Put Option Event, each Bondholder will have the right (the “Put Option”) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at a price equal to 101 per cent. of the Nominal Amount.

The Put Option must be exercised within 15 calendar days after the Issuer has given notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event). Once notified, the Bondholders’ right to exercise the Put Option is irrevocable.

Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the 5th Business Day after the end of the 15 calendar days exercise period referred to in paragraph (b) above. However, the settlement of the Put Option will be based on each Bondholders holding of Bonds at the Put Option Repayment Date.

If Bonds representing more than 90 per cent. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option Event), the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the price stated in paragraph (a) above by notifying the remaining Bondholders of its intention to do so no later than 10 Business Days after the Put Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.

10.4 Early redemption option due to a tax event If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in applicable law implemented after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 60 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due.

10.5 Mandatory early redemption due to a Mandatory Redemption Event Upon the occurrence of a Mandatory Redemption Event, the Issuer shall:

(i) if the Mandatory Redemption Event is a Property Disposal Event, not later than 30 calendar days following such event, redeem Bonds with an aggregate principal amount equal to 110 per cent. of the Pro Rata Amount (as defined in paragraph (b) below) for the relevant Property and at a redemption price as set out in Clause 10.2 (Voluntary early redemption – Call Option), with the redemption price to be based on the date when the relevant Property Disposal Event occurred; and

For the purpose of paragraph (a) above, “Pro Rata Amount” shall mean, in respect of any Property, an amount calculated as:

A x B = Pro Rata Amount

where:

“A” is the Market Value of the Property triggering the Mandatory Redemption Event expressed as a percentage of the aggregate latest Market Value of both Properties; and

“B” is the aggregate principal amount of Outstanding Bonds.

Any redemption in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

11. PURCHASE AND TRANSFER OF BONDS 11.1 Issuer’s purchase of Bonds The Issuer may purchase and hold Bonds and such Bonds may be retained, or sold or cancelled in the Issuer’s sole discretion (including with respect to Bonds purchased pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event)).

11.2 Restrictions Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible to ensure compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense.

A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to these Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder.

12. INFORMATION UNDERTAKINGS 12.1 Financial Reports The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 120 days after the end of the financial year.

The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 60 days after the end of the relevant interim period, first time for the interim period ending on the Quarter Date in December 2020.

12.2 Requirements as to Financial Reports The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 12.1 (Financial Reports), a Compliance Certificate with a copy of the Financial Reports attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying inter alia that the Financial Reports are fairly representing its financial condition as at the date of those financial statements and setting out (in reasonable detail) computations evidencing compliance with Clause 13.11 (Financial Covenants) as at such date.

The Market Value shall be reported to the Bond Trustee together with delivery of the Compliance Certificate to be delivered together with the Interim Accounts for the interim period ending on the Quarter Date in December each year.

The Issuer shall procure that the Financial Reports delivered pursuant to Clause 12.1 (Financial Reports) are prepared using the Accounting Standard consistently applied.

12.3 Put Option Event The Issuer shall inform the Bond Trustee in writing as soon as possible after becoming aware that a Put Option Event has occurred.

12.4 Listing Application Failure Event The Issuer shall promptly inform the Bond Trustee in writing if a Listing Application Failure Event has occurred. However, no Event of Default shall occur if the Issuer fails (i) to list the Bonds in accordance with Clause 4 (Admission to listing) or (ii) to inform of such Listing Application Failure Event, only default interest in accordance with Clause 8.2(b) paragraph (c) will accrue as long as such Listing Application Failure Event is continuing.

12.5 Information: Miscellaneous The Issuer shall:

promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it;

at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best of its knowledge, having made due and appropriate enquiries);

send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share capital or equity;

if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange;

if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating of the Bonds, and any changes to such rating;

inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and

within a reasonable time, provide such information about the Issuer’s and the Group’s business, assets and financial condition as the Bond Trustee may reasonably request.

13. GENERAL AND FINANCIAL UNDERTAKINGS The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13 (General and financial Undertakings).

13.1 Authorisations The Issuer shall, and shall procure that each other Group Company will, in all material respects obtain, maintain and comply with the terms of any authorisation, approval, license and consent required for the conduct of its business as carried out from time to time. 13.2 Compliance with laws The Issuer shall, and shall ensure that each other Group Company shall, comply in all material respects with all laws and regulations it may be subject to from time to time, if failure to comply would have a Material Adverse Effect.

13.3 Continuation of business The Issuer shall not cease to carry on its business, and shall ensure that no other Group Company shall cease to carry on its business. The Issuer shall procure that no substantial change is made to the general nature of the business of the Group from that carried on at the date of the Bond Terms.

13.4 Corporate status The Issuer shall not change its type of organisation (as a limited liability company) or jurisdiction of organisation.

13.5 Mergers and de-mergers The Issuer shall not, and shall ensure that no other Group Company will, enter into any amalgamation, merger, demerger, consolidation or other corporate reconstruction, other than a Permitted Transaction.

13.6 Pari passu ranking The Issuer shall ensure that its obligations under the Bond Terms shall at all times rank at least pari passu as set out in Clause 2.4 (Status of the Bonds).

13.7 Insurances The Issuer and each Group Company shall establish and maintain (or ensure that the same is maintained for their benefit) with reputable insurance companies, funds or underwriters adequate insurance or captive arrangements with respect to its assets, equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice and as customary during the Project construction phase.

13.8 Arm’s length transactions The Issuer shall not, and shall procure that no other Group Company shall, enter into any transaction with any person except on an arm’s length basis.

13.9 Environmental, social and governance (“ESG”) The Issuer shall, and shall ensure that each other Group Company shall, comply in all material respects with laws, regulations, directives, instructions and other restrictions issued by the EU and/or Norway, which have been implemented in or are applicable in the EU and/or in Norway, relating to ESG criteria relevant for the Group and its business from time to time, if failure to comply would have a Material Adverse Effect.

13.10 Issuer specific undertakings Dividend restrictions

The Issuer shall not make any Distribution other than a Permitted Distribution.

Disposal of assets/business

The Issuer shall not, and it shall procure that no Group Company will, sell or otherwise dispose of all or any part of any Property (directly or indirectly) or otherwise a substantial part of its assets or operations unless such transaction constitutes a Permitted Transaction.

Financial indebtedness

The Issuer shall not, and it shall procure that no other Group Company will, incur or allow to remain outstanding any Financial Indebtedness, other than Permitted Financial Indebtedness.

Negative pledge

The Issuer shall not, and it shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its assets, other than Permitted Security.

Financial Support

The Issuer shall not, and it shall procure that no other Group Company will, grant or allow to subsist (i) any loans or credits to any person or (ii) any guarantees or indemnities in respect of any obligation of any other person, in each case other than any Permitted Financial Support.

Subsidiaries’ Distributions

The Issuer shall ensure that none of its Subsidiaries creates or permits to exist any contractual restriction on its right to declare or pay dividends or make other Distributions to its shareholders, other than such contractual restrictions which are not reasonably likely to prevent the Issuer from complying with its payment obligations under the Finance Documents.

Transaction Security Documents

The Issuer shall ensure that each of the Obligors shall maintain the Transaction Security Documents to which they are a party in full force and effect, and do all acts which may be necessary to ensure that such Security remains duly created, enforceable and perfected with first priority ranking, creating the Security contemplating thereunder, at the expense of the Issuer.

Services Agreements

The Issuer shall ensure that no changes are made to a Services Agreement which are reasonably likely to have a Material Adverse Effect.

Undertakings during the Construction Period

The Issuer shall:

(i) during the Construction Period, upon the occurrence of a Cost Overrun:

(A) promptly after becoming aware of the Cost Overrun, give written notice thereof to the Bond Trustee and the Independent Consultant; and

(B) promptly, and no later than 20 Business Days after becoming aware of the Cost Overrun:

(1) obtain additional cash funding in an amount not less than the amount of the Cost Overrun, in the form of new equity capital, Intercompany Loans or Subordinated Loans;

(2) the amount of the Cost Overrun to be confirmed to the Bond Trustee by the Independent Consultant; and

(3) provide evidence satisfactory to the Bond Trustee that the Issuer has satisfied the undertaking in item (1) above; and

(ii) at the request of the Bond Trustee or the Independent Consultant, provide such information requested by the Independent Consultant to enable it to confirm the amount of the Cost Overrun.

13.11 Financial Covenants The Issuer undertakes to comply with the following financial covenants during the term of the Bonds:

(i) Loan-to-Value Ratio: The Issuer shall ensure that the Loan-to-Value Ratio does not exceed 75.00 per cent.

(ii) Minimum Liquidity: The Issuer shall ensure that the Group maintains minimum Liquidity equal to 6 months of interest calculated on the basis of the total number of Outstanding Bonds and the then prevailing Interest Rate.

The Issuer undertakes to comply with the financial covenants set out above at all times, such compliance to be measured on each Quarter Date (except for the Loan-to-Value

Ratio which shall be measured on an annual basis) and certified by the Issuer in each Compliance Certificate to be delivered to the Bond Trustee pursuant to Clause 12.2 (Requirements as to Financial Reports). The Loan-to-Value Ratio shall be measured for the first time on the Quarter Date in December 2020.

13.12 Financial Covenants Cure If the Issuer fails (or would otherwise fail) to comply with any of the financial covenants set out in Clause 13.11 (Financial Covenants), at any time, and the Issuer receives or has received no later than 10 Business Days after such failure (being the relevant Quarter Date) net cash proceeds from any person (including the Sponsors) (other than a Group Company) in the form of (i) new cash equity or (ii) Subordinated Loans (collectively a “Cure Amount”) to provide cash security in the Escrow Account, then the relevant financial covenant shall be recalculated by including the Cure Amount (a “Financial Covenants Cure”).

The Issuer shall not be permitted to use a Financial Covenants Cure more than 3 times during the term of the Bonds, and limited to maximum 2 consecutive quarters, and the minimum Cure Amount shall be NOK 10,000,000, such limitations however not to apply for the financial covenant relating to minimum Liquidity. The Issuer shall send a notice to the Bond Trustee in connection with a Financial Covenants Cure, explaining which financial covenant that has been breached, what Cure Amount is injected as well as a calculation of the financial covenants following the inclusion of the Cure Amount. Furthermore, any amount resulting from new equity or Subordinated Loan issued in order to cure a breach of financial covenants, may not be revoked or retrieved by the contributors before the Maturity Date (including by way of a Permitted Distribution).

Such cash security shall be in place until the Aggregated Market Value is again sufficient to meet the Loan-to-Value Ratio or Liquidity requirement set out in Clause 13.11 (Financial Covenants), at which point the cash security shall be released.

13.13 Incurrence Test The incurrence test (the “Incurrence Test”) is met if:

in relation to any Tap Issue;

(i) the aggregate Nominal Amount of Bonds issued in the Tap Issue to total MW contracted in the Additional Services Agreement in respect of the Additional Datacentre, does not exceed NOK 60,000,000 per MW; and

(ii) the aggregate Nominal Amount of Bonds issued in the Tap Issue does not exceed 65.00 per cent. of the Additional Datacentre Cost for the relevant Additional Datacentre (as per latest project budgets of the Issuer on the date of the Tap Issue);

in relation to any Permitted Additional Datacentre Financing:

(i) the amount of the Permitted Additional Datacentre Financing to total MW contracted in the Additional Services Agreement for the new data centre financed thereby, does not exceed a ratio equal to NOK 60,000,000 per MW; and

(ii) the amount of the Permitted Additional Datacentre Financing does not exceed 65.00 per cent. of the total budgeted costs required to plan, acquire, develop, construct and complete the relevant Additional Datacentre (as per the latest project budgets of the Issuer on the date of the Permitted Additional Datacentre Financing); and

no Event of Default is continuing or would result from the Tap Issue or the Permitted Additional Datacentre Financing.

14. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS 14.1 Events of Default Each of the events or circumstances set out in this Clause 14.1 shall constitute an Event of Default:

Non-payment

An Obligor fails to pay any amount payable by it under the Finance Documents when such amount is due for payment, unless:

(i) its failure to pay is caused by administrative or technical error in payment systems or the CSD and payment is made within 5 Business Days following the original due date; or

(ii) in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely that such payment will be made in full within 5 Business Days following the original due date.

Breach of other obligations

An Obligor does not comply with any provision of the Finance Documents other than set out under paragraph (a) (Non-payment) above, unless such failure is capable of being remedied and is remedied within 20 Business Days after the earlier of the Issuer’s actual knowledge thereof, or notice thereof is given to the Issuer by the Bond Trustee.

Initial Services Agreements

Any breach of the due performance by the customer under the Initial Services Agreements of obligations in excess of NOK 20,000,000.

Misrepresentation

Any representation, warranty or statement (including statements in Compliance Certificates) made by the Issuer or any Group Company under or in connection with any Finance Documents is or proves to have been incorrect, inaccurate or misleading in any material respect when made.

Cross default

If for the Issuer or any other Group Company:

(i) any Financial Indebtedness is not paid when due nor within any applicable grace period; or

(ii) any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or

(iii) any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described), or

(iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described), provided however that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above exceeds a total of NOK 10,000,000 (or the equivalent thereof in any other currency).

Insolvency and insolvency proceedings

Any Group Company:

(i) is Insolvent; or

(ii) is object of any corporate action or any legal proceedings is taken in relation to:

(A) the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than a solvent liquidation or reorganisation; or

(B) a composition, compromise, assignment or arrangement with any creditor which may materially impair its ability to perform its obligations under these Bond Terms; or

(C) the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or

(D) enforcement of any Security over any of its or their assets having an aggregate value exceeding the threshold amount set out in paragraph 14.1 (e) (Cross default) above; or

(E) for (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company,

however this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement.

Creditor’s process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Issuer or any other Group Company having an aggregate value exceeding the threshold amount set out in paragraph (e) (Cross default) above and is not discharged within 20 Business Days.

Unlawfulness

It is or becomes unlawful for an Obligor to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair:

(i) the ability of such Obligor to perform its obligations under these Bond Terms; or

(ii) the ability of the Bond Trustee or any Security Agent to exercise any material right or power vested to it under the Finance Documents.

14.2 Acceleration of the Bonds If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the Bondholders pursuant to Clause 14.3 (Bondholders’ instructions) below, by serving a Default Notice:

declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

exercise (or direct the Security Agent to exercise) any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents.

14.3 Bondholders’ instructions The Bond Trustee shall serve a Default Notice pursuant to Clause 14.2 (Acceleration of the Bonds) if:

the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders’ Meeting has not made a resolution to the contrary; or

the Bondholders’ Meeting, by a simple majority decision, has approved the declaration of an Event of Default.

14.4 Calculation of claim The claim derived from the Outstanding Bonds due for payment as a result of the serving of a Default Notice will be calculated at the call prices set out in Clause 10.2 (Voluntary early redemption – Call Option), as applicable at the following dates (and regardless of the Default Repayment Date set out in the Default Notice);

for any Event of Default arising out of a breach of Clause 14.1 (Events of Default) paragraph (a) (Non-payment), the claim will be calculated at the call price applicable at the date when such Event of Default occurred; and

for any other Event of Default, the claim will be calculated at the call price applicable at the date when the Default Notice was served by the Bond Trustee.

However, if the situations described in (a) or (b) above takes place prior to the First Call Date, the calculation shall be based on the call price applicable on the First Call Date.

15. BONDHOLDERS’ DECISIONS 15.1 Authority of the Bondholders’ Meeting A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes.

The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment shall be reduced unless there is a pro rata reduction of the principal that has not fallen due, but may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal.

The Bondholders’ Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders.

Subject to the power of the Bond Trustee to take certain action as set out in Clause 16.1 (Power to represent the Bondholders), if a resolution by, or an approval of, the Bondholders is required, such resolution may be passed at a Bondholders’ Meeting. Resolutions passed at any Bondholders’ Meeting will be binding upon all Bondholders.

At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting for a quorum to be present.

Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders’ Meeting, unless otherwise set out in paragraph (g) below.

Save for any amendments or waivers which can be made without resolution pursuant to Clause 17.1 (Procedure for amendments and waivers) paragraph (a), section (i) and (ii), a majority of at least 2/3 of the Voting Bonds represented at the Bondholders’ Meeting is required for approval of any waiver or amendment of these Bond Terms.

15.2 Procedure for arranging a Bondholders’ Meeting A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in writing of:

(i) the Issuer;

(ii) Bondholders representing at least 1/10 of the Voting Bonds;

(iii) the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or

(iv) the Bond Trustee.

The request shall clearly state the matters to be discussed and resolved.

If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days after having received a valid request for calling a Bondholders’ Meeting pursuant to paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself.

Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform).

Any Summons for a Bondholders’ Meeting must clearly state the agenda for the Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders’ Meeting in the Summons. If the Summons contains proposed amendments to these Bond Terms, a description of the proposed amendments must be set out in the Summons.

Items which have not been included in the Summons may not be put to a vote at the Bondholders’ Meeting.

By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring or dispose of Bonds during the period from the date of the Summons until the date of the Bondholders’ Meeting, unless the acquisition of Bonds is made by the Issuer pursuant to Clause 10 (Redemption and Repurchase of Bonds).

A Bondholders’ Meeting may be held on premises selected by the Bond Trustee, or if paragraph (b) above applies, by the person convening the Bondholders’ Meeting (however to be held in the capital of the Relevant Jurisdiction). The Bondholders’ Meeting will be opened and, unless otherwise decided by the Bondholders’ Meeting, chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders’ Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders’ Meeting (the Bond Trustee or such other representative, the “Chairperson”).

Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a Bondholder, shall have the right to attend the Bondholders’ Meeting (each a “Representative”). The Chairperson may grant access to the meeting to other persons not being Representatives, unless the Bondholders’ Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt with regard to

whether a person is a Representative or entitled to vote, the Chairperson will decide who may attend the Bondholders’ Meeting and exercise voting rights.

Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer’s Bonds (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting.

Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairperson. The minutes must state the number of Voting Bonds represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes shall be signed by the Chairperson and at least one other person. The minutes will be deposited with the Bond Trustee who shall make available a copy to the Bondholders and the Issuer upon request.

The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are published on the website of the Bond Trustee (or other relevant electronically platform or press release).

The Issuer shall bear the costs and expenses incurred in connection with convening a Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting, including any reasonable costs and fees incurred by the Bond Trustee.

15.3 Voting rules Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 3.3 (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted evidence of ownership of Voting Bonds.

Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds.

For the purposes of this Clause 15 (Bondholders’ decisions), a Bondholder that has a Bond registered in the name of a nominee will, in accordance with Clause 3.3 (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee. No vote may be cast by any nominee if the Bondholder has presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by the nominee for the same Bonds.

Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.

15.4 Repeated Bondholders’ Meeting Even if the necessary quorum set out in paragraph (e) of Clause 15.1 (Authority of the Bondholders’ Meeting) is not achieved, the Bondholders’ Meeting shall be held and voting completed for the purpose of recording the voting results in the minutes of the Bondholders’ Meeting. The Bond Trustee or the person who convened the initial Bondholders’ Meeting may, within 10 Business Days of that Bondholders’ Meeting, convene a repeated meeting with the same agenda as the first meeting.

The provisions and procedures regarding Bondholders’ Meetings as set out in Clause 15.1 (Authority of the Bondholders’ Meeting), Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and Clause 15.3 (Voting rules) shall apply mutatis mutandis to a repeated Bondholders’ Meeting, with the exception that the quorum requirements set out in paragraph (d) of Clause 15.1 (Authority of the Bondholders’ Meeting) shall not apply to a repeated Bondholders’ Meeting. A Summons for a repeated Bondholders’ Meeting shall also contain the voting results obtained in the initial Bondholders’ Meeting.

A repeated Bondholders’ Meeting may only be convened once for each original Bondholders’ Meeting. A repeated Bondholders’ Meeting may be convened pursuant to the procedures of a Written Resolution in accordance with Clause 15.5 (Written Resolutions), even if the initial meeting was held pursuant to the procedures of a Bondholders’ Meeting in accordance with Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and vice versa.

15.5 Written Resolutions Subject to these Bond Terms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 15.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly.

The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.

The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.

The provisions set out in Clause 15.1 (Authority of the Bondholders’ Meeting), 15.2 (Procedure for arranging a Bondholder’s Meeting), Clause 15.3 (Voting Rules) and Clause 15.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:

(i) the provisions set out in paragraphs (g), (h) and (i) of Clause 15.2 (Procedure for arranging Bondholders Meetings); or

(ii) provisions which are otherwise in conflict with the requirements of this Clause 15.5 (Written Resolution),

shall not apply to a Written Resolution.

The Summons for a Written Resolution shall include:

(i) instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and

(ii) the time limit within which the Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority (the “Voting Period”), which shall be at least 10 Business Days but not more than 15 Business Days from the date of the Summons.

Only Bondholders of Voting Bonds registered with the CSD on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights), will be counted in the Written Resolution.

A Written Resolution is passed when the requisite majority set out in paragraph (e) or paragraph (f) of Clause 15.1 (Authority of Bondholders’ Meeting) has been obtained, based on a quorum of the total number of Voting Bonds, even if the Voting Period has not yet expired. A Written Resolution will also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period.

The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being obtained.

If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the close of business on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (e) to (g) of Clause 15.1(Authority of Bondholders’ Meeting).

16. THE BOND TRUSTEE 16.1 Power to represent the Bondholders The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others.

The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the Finance Documents.

16.2 The duties and authority of the Bond Trustee The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders.

The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other Obligor unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the Finance Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms.

The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction.

The Bond Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents.

The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on separated accounts.

The Bond Trustee will ensure that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other Finance Document, or any applicable law.

Notwithstanding any other provision of the Finance Documents to the contrary, the Bond Trustee 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.

If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in:

(i) complying with instructions of the Bondholders; or

(ii) taking any action at its own initiative,

will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 16.4 (Expenses, liability and indemnity), the Bond Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding

or indemnities (or adequate security has been provided therefore) as it may reasonably require.

The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its obligations under the Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Bond Trustee under the Finance Documents.

The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal amount in order to facilitate partial redemptions, restructuring of the Bonds or other situations.

16.3 Equality and conflicts of interest The Bond Trustee shall not make decisions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders 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 Finance Documents.

The Bond Trustee may act as agent, trustee, representative and/or security agent for several bond issues relating to the Issuer notwithstanding potential conflicts of interest. The Bond Trustee is entitled to delegate its duties to other professional parties.

16.4 Expenses, liability and indemnity The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms.

The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss.

Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person.

The Bond Trustee shall not be considered to have acted negligently in:

(i) acting in accordance with advice from or opinions of reputable external experts; or

(ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is in the interests of the Bondholders.

The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents.

The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. The Bond Trustee’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement.

The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents.

Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligor, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee or the Security Agent in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, irrespective of such funds being subject to Transaction Security, and to set-off and cover any such costs and expenses from those funds.

As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 14.3 (Bondholders’ instructions) or Clause 15.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

16.5 Replacement of the Bond Trustee The Bond Trustee may be replaced by a majority of 2/3 of Voting Bonds in accordance with the procedures set out in Clause 15 (Bondholders’ Decisions), and the Bondholders may resolve to replace the Bond Trustee without the Issuer’s approval.

The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in which case a successor Bond Trustee shall be elected pursuant to this Clause 16.5 (Replacement of the Bond Trustee), initiated by the retiring Bond Trustee.

If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned and a successor Bond Trustee shall be appointed in accordance with this Clause 16.5 (Replacement of the Bond Trustee). The Issuer may appoint a temporary Bond Trustee until a new Bond Trustee is elected in accordance with paragraph (a) above.

The change of Bond Trustee shall only take effect upon execution of all necessary actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring Bond Trustee shall be discharged from any further obligation in respect of the Finance Documents from the change takes effect, but shall remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any unpaid fees or expenses under the Finance Documents before the change has taken place.

Upon change of Bond Trustee the Issuer shall co-operate in all reasonable manners without delay to replace the retiring Bond Trustee with the successor Bond Trustee and release the retiring Bond Trustee from any future obligations under the Finance Documents and any other documents.

16.6 Security Agent The Bond Trustee is appointed to act as Security Agent for the Bonds, unless any other person is appointed. The main functions of the Security Agent may include holding Transaction Security on behalf of the Secured Parties and monitoring compliance by the Issuer and other relevant parties of their respective obligations under the Transaction Security Documents with respect to the Transaction Security on the basis of information made available to it pursuant to the Finance Documents.

The Bond Trustee shall, when acting as Security Agent for the Bonds, at all times maintain and keep all certificates and other documents received by it, that are bearers of right relating to the Transaction Security in safe custody on behalf of the Bondholders. The Bond Trustee shall not be responsible for or required to insure against any loss incurred in connection with such safe custody.

Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shall be given the opportunity to state its views on the proposed Security Agent, but the final decision as to appointment shall lie exclusively with the Bond Trustee.

The functions, rights and obligations of the Security Agent may be determined by a Security Agent Agreement to be entered into between the Bond Trustee and the Security Agent, which the Bond Trustee shall have the right to require each Obligor and any other party to a Finance Document to sign as a party, or, at the discretion of the Bond Trustee, to acknowledge. The Bond Trustee shall at all times retain the right to instruct the

Security Agent in all matters, whether or not a separate Security Agent Agreement has been entered into.

The provisions set out in Clause 16.4 (Expenses, liability and indemnity) shall apply mutatis mutandis to any expenses and liabilities of the Security Agent in connection with the Finance Documents.

17. AMENDMENTS AND WAIVERS 17.1 Procedure for amendments and waivers The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that:

(i) such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes;

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

(iii) such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 15 (Bondholders’ Decisions).

Any changes to these Bond Terms necessary or appropriate in connection with the appointment of a Security Agent other than the Bond Trustee shall be documented in an amendment to these Bond Terms, signed by the Bond Trustee (in its discretion). If so desired by the Bond Trustee, any or all of the Transaction Security Documents shall be amended, assigned or re-issued, so that the Security Agent is the holder of the relevant Security (on behalf of the Bondholders). The costs incurred in connection with such amendment, assignment or re-issue shall be for the account of the Issuer.

17.2 Authority with respect to documentation If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required.

17.3 Notification of amendments or waivers The Bond Trustee shall as soon as possible notify the Bondholders of any amendments or waivers made in accordance with this Clause 17 (Amendments and waivers), setting out the date from which the amendment or waiver will be effective, unless such notice according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure that any amendment to these Bond Terms is duly registered with the CSD.

Prior to agreeing to an amendment or granting a waiver in accordance with Clause 17.1(a)(i) (Procedure for amendments and waivers), the Bond Trustee may inform the Bondholders of such waiver or amendment at a relevant information platform.

18. MISCELLANEOUS 18.1 Limitation of claims All claims under the Finance Documents for payment, including interest and principal, will be subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction.

18.2 Access to information These Bond Terms will be made available to the public and copies may be obtained from the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to distribute any other information to the Bondholders or any other person, and the Bondholders have no right to obtain information from the Bond Trustee, other than as explicitly stated in these Bond Terms or pursuant to statutory provisions of law.

(b) In order to carry out its functions and obligations under these Bond Terms, the Bond Trustee will have access to the relevant information regarding ownership of the Bonds, as recorded and regulated with the CSD.

(c) The information referred to in paragraph (b) above may only be used for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disclose such information to any Bondholder or third party unless necessary for such purposes.

18.3 Notices, contact information Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such notice or communication will be deemed to be given or made via the CSD, when sent from the CSD.

The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange (if the Bonds are listed).

Notwithstanding paragraph (a) above and provided that such written notification does not require the Bondholders to take any action under the Finance Documents, the Issuer’s written notifications to the Bondholders may be published by the Bond Trustee on a relevant information platform only.

Unless otherwise specifically provided, all notices or other communications under or in connection with these Bond Terms between the Bond Trustee and the Issuer will be given or made in writing, by letter, e-mail or fax. Any such notice or communication will be deemed to be given or made as follows:

(i) if by letter, when delivered at the address of the relevant party;

(ii) if by e-mail, when received;

(iii) if by fax, when received; and

(iv) if by publication on a relevant information platform, when published.

The Issuer and the Bond Trustee shall each ensure that the other party is kept informed of changes in postal address, e-mail address, telephone and fax numbers and contact persons.

When determining deadlines set out in these Bond Terms, the following will apply (unless otherwise stated):

(i) if the deadline is set out in days, the first day of the relevant period will not be included and the last day of the relevant period will be included;

(ii) if the deadline is set out in weeks, months or years, the deadline will end on the day in the last week or the last month which, according to its name or number, corresponds to the first day the deadline is in force. If such day is not a part of an actual month, the deadline will be the last day of such month; and

(iii) if a deadline ends on a day which is not a Business Day, the deadline is postponed to the next Business Day.

18.4 Defeasance Subject to paragraph (b) below and provided that:

(i) an amount sufficient for the payment of principal and interest on the Outstanding Bonds to the relevant Repayment Date (including, to the extent applicable, any premium payable upon exercise of a Call Option), and always subject to paragraph (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the Bond Trustee (the “Defeasance Account”);

(ii) the Defeasance Account is irrevocably pledged and blocked in favour of the Bond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”); and

(iii) the Bond Trustee has received such legal opinions and statements reasonably required by it, including (but not necessarily limited to) with respect to the validity and enforceability of the Defeasance Pledge,

then;

(A) the Issuer will be relieved from its obligations under Clause 12.2 (Requirements as to Financial Reports) paragraph (a), Clause 12.3 (Put Option Event), Clause 12.5 (Information: Miscellaneous) and Clause 13 (General and financial undertakings);

(B) any Transaction Security shall be released and the Defeasance Pledge shall be considered replacement of the Transaction Security; and

The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are repaid and discharged in full.

The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to be deposited to the Defeasance Account in its discretion, applying such buffer amount as it deems necessary.

A defeasance established according to this Clause 18.4 may not be reversed.

19. GOVERNING LAW AND JURISDICTION 19.1 Governing law These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its conflict of law provisions.

19.2 Main jurisdiction The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court.

19.3 Alternative jurisdiction Clause 19 (Governing law and jurisdiction) is for the exclusive benefit of the Bond Trustee and the Bondholders and the Bond Trustee have the right:

to commence proceedings against the Issuer or any other Obligor or any of their respective assets in any court in any jurisdiction; and

to commence such proceedings, including enforcement proceedings, in any competent jurisdiction concurrently.

-----000-----

These Bond Terms have been executed in two originals, of which the Issuer and the Bond Trustee shall retain one each.

ATTACHMENT 1 COMPLIANCE CERTIFICATE

[date]

DigiPlex Norway Holding 3 AS FRN senior secured NOK 1,400,000,000 bonds 2020/2023 ISIN NO0010881790

We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond Trustee on behalf of the Bondholders and the undersigned as Issuer. Pursuant to Clause 12.2 (Requirements as to Financial Reports) of the Bond Terms a Compliance Certificate shall be issued in connection with each delivery of Financial Reports to the Bond Trustee.

This letter constitutes the Compliance Certificate for the period [**].

Capitalised terms used herein will have the same meaning as in the Bond Terms.

With reference to Clause 12.2 (Requirements as to Financial Reports) we hereby certify that all information delivered under cover of this Compliance Certificate is true and accurate and there has been no material adverse change to the financial condition of the Issuer since the date of the last accounts or the last Compliance Certificate submitted to you. Copies of our latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed.

We hereby certify that the financial covenants set out in Clause 13.11 (Financial Covenants) are satisfied as follows:

(a) in accordance with Clause 13.11 (a), the Loan-to-Value Ratio is [**];

(b) in accordance with Clause 13.11 (b), the Liquidity is [**].

[Based on the enclosed valuation report from [insert Accepted Appraiser], the Market Value is [**]]1

We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur.

Yours faithfully,

DigiPlex Norway Holding 3 AS

______

Name of authorised person

Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation]

1 Only applicable for Compliance Certificates to be delivered for the interim period ending on the Quarter Date in December each year.

ATTACHMENT 2 RELEASE NOTICE – ESCROW ACCOUNT

[date]

Dear Sirs,

DigiPlex Norway Holding 3 AS FRN senior secured NOK 1,400,000,000 bonds 2020/2023 ISIN NO0010881790

We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond Trustee on behalf of the Bondholders and the undersigned as Issuer.

Capitalised terms used herein will have the same meaning as in the Bond Terms.

We hereby give you notice that we on [date] wish to draw an amount of NOK [**] from the Escrow Account applied pursuant to the purpose set out in the Bond Terms, and request you to instruct the bank to release the above mentioned amount.

We hereby confirm that:

(a) the proceeds requested to be released from the Escrow Account by this notice shall be used for [**];

(b) no Financial Indebtedness, Security or Financial Support exists within the Group other than as permitted pursuant to the Bond Terms;

the release date shall be no earlier than [**];

no Cost Overrun is continuing (disregarding any remedy period for such Cost Overrun); and

[the last 0.5 MW and 2 MW for DFAS2 and DHAS respectively of the total 9 MW of capacity has been duly signed under [**]].

We hereby represent and warrant that (i) no Event of Default has occurred and is continuing or is likely to occur as a result of the release from the Escrow Account, and (ii) we repeat the representations and warranties set out in the Bond Terms as being still true and accurate in all material respects at the date hereof.

Yours faithfully,

DigiPlex Norway Holding 3 AS

______

Name of authorised person

ATTACHMENT 3

INTERCREDITOR PRINCIPLES IN RESPECT OF THE INTERCREDITOR AGREEMENT

The Intercreditor Agreement will be based on the following key intercreditor principles. Capitalised terms used below have the same meaning as ascribed to them in the term sheet for the Bond Issue, unless otherwise defined in Exhibit 1 attached to these intercreditor principles.

Parties: 1. DigiPlex Norway Holding 3 AS as issuer of the Bonds and borrower under the Financing (the "Issuer"); 2. each Guarantor; 3. the Security Agent (or any other party to be appointed) as security agent for the Secured Parties; 4. the Bond Trustee (on behalf of the Bond Creditors); and 5. the agent for the Financing Creditors (the "Financing Agent") Any other person refinancing, or assuming rights or obligations with respect to, any of the Senior Secured Obligations shall accede to the Intercreditor Agreement (without being required to obtain any prior consent from any other party to the Intercreditor Agreement).

Security and ranking: The obligations arising out of the Bonds and the Financing (the "Senior Secured Obligations") shall be secured by the Transaction Security on a first lien pro rata basis, and rank in right and priority of payment (subject to the terms of the Intercreditor Agreement), including the principles set out in "Payment waterfall" below, pari passu and without any preference between them.

The Transaction Security will (to the extent permitted by applicable law and practically possible) be in the form of one single 1st priority set of Security Documents and Guarantees granted collectively in favour of the Secured Parties, which will be granted pursuant to applicable law and the provisions of the Intercreditor Agreement. The Security Agent will be appointed as initial security agent to hold the Transaction Security on behalf of each of the relevant Secured Parties.

The ranking and priority of the Senior Secured Obligations will:

(a) not be affected by any reduction or increase in the principal amount secured by the Transaction Security or by an intermediate reduction or increase in, amendment or variation to or satisfaction of any of the Senior Secured Obligations;

(b) apply regardless of the order in which or dates upon which the

Intercreditor Agreement, the relevant Security Documents or any other finance document are executed, perfected or registered or notice of them is given to any person; and

(c) secure the Senior Secured Obligations in the order specified in the Intercreditor Agreement regardless of the date upon which any of the Senior Secured Obligations arise or of any fluctuations in the amount of any of the Senior Secured Obligations outstanding.

Enforcement of Upon the occurrence of a declared default in respect of the Senior Secured Security: Obligations, either the Bond Trustee (on behalf of the Bondholders) or the Financing Agent (on behalf of the Financing Creditors) may issue instructions to the Security Agent as to Enforcement of any Transaction Security. If the Bond Trustee (on behalf of the Bondholders) and the Financing Agent (on behalf of the Financing Creditors) fail to agree on the enforcement instructions shall be subject to the decision of those Secured Parties whose participations in the Senior Secured Obligations at that time aggregate more than 50.00 per cent. of the total Senior Secured Obligations at that time.

The enforcement of any Transaction Security shall be exercised in accordance with the following main principles:

(a) it shall be the primary and over-riding aim of any enforcement of any Transaction Security to maximise, to the extent consistent with a prompt and expeditious realisation of value, the value realised from any such enforcement;

(b) the Security Agent shall be under no obligation to appoint a financial adviser or to seek the advice of a financial adviser unless expressly required to do so by the Intercreditor Agreement; and

(c) any fairness opinion from a financial adviser will be conclusive evidence that the enforcement objective set out above has been met.

Purchase Option and At any time after the Financing Agent or the Bond Trustee (as the case Call Option: may be) has issued an Initial Transaction Security Enforcement Notice, the other Secured Party creditor group has the right to purchase all outstanding amounts under the finance documents for the creditor group that delivered the notice (including accrued interest, costs and fees) at par value for the Financing and the relevant Call Option prices in respect of the Bonds, subject to the terms of the Intercreditor Agreement.

Payment waterfall The proceeds from enforcement of the Transaction Security shall be applied as follows (in the order mentioned): (Transaction Security): (a) first, towards payment of any unpaid fees, costs and expenses incurred by the Security Agent (or its delegate);

(b) second, towards payment, on a pari passu pro rata basis (and with no preference among them) to (i) the Financing Agent and (ii) the Bond Trustee (or its delegate), of any unpaid fees, costs and expenses incurred by any of them;

(c) third, towards payment, on a pari passu pro rata basis (and with no other preference among them) to (i) the Bond Creditors in respect of the Bonds (such payment to be made in accordance with the payment provisions of the Bond Terms and include any call premiums), and (ii) the Financing Agent for further distribution to the Financing Creditors in respect of the Financing Liabilities (such payment to be made in accordance with the payment provisions of the Financing); and

(d) fourth, subject to the discharge of all Senior Secured Obligations having occurred, the balance, if any, shall be paid to the relevant Debtor.

The payment waterfall provisions shall apply regardless of any Security Documents not being (for whatever reason) valid or enforceable in respect of the relevant Secured Party.

Turnover of receipts If at any time prior to the final discharge date of the Senior Secured (including limitations Obligations, any Secured Party receives or recovers any payment, other on liability): than as permitted by the Intercreditor Agreement, that Secured Party will promptly pay or distribute an amount equal to that receipt or recovery to the Security Agent for application in accordance with the terms of the Intercreditor Agreement, unless otherwise is set out in the Intercreditor Agreement.

Limitations on liability for the Bond Trustee

Notwithstanding any other provision of the Intercreditor Agreement:

(a) the Bond Trustee shall not be liable for any failure by any Bondholder to comply with any obligation such Bondholder may have under the Intercreditor Agreement, including (without limitation) under this provision for turnover of receipts, to make any payment or repayment, or any distribution or redistribution, to the Security Agent (or any other creditor or person) of any amount received or recovered by that Bondholder under or in respect of any Debt Document; and

(b) without limiting the generality of paragraph (a) above, the Bond Trustee:

(i) shall have no obligation to pay, repay, distribute or redistribute, or ensure the payment, repayment, distribution or redistribution of, any amount received or recovered by any

Bondholder under or in respect of any Debt Document which should have been paid, repaid, distributed or redistributed by such Bondholder to the Security Agent (or any other creditor or person) pursuant to the terms of this Agreement, including (without limitation) under this provision for turnover of receipts; and

(ii) shall not be liable for any damages, costs or losses to any creditor or other person as result of any such failure by any Bondholder referred to in paragraph (a) above.

Effect of insolvency After the occurrence of an insolvency event in relation to any Debtor, any event: Party entitled to receive a distribution out of the assets of that Debtor in respect of liabilities owed to that Party shall, to the extent it is able to do so, direct the person responsible for the distribution of the assets of that Debtor to make that distribution to the Security Agent (or to such other person as the Security Agent shall direct) until the liabilities owing to the Secured Parties have been paid in full subject to the terms of the Intercreditor Agreement.

The Security Agent shall apply any such distributions from assets under the Transaction Security made to it in accordance with the "payment waterfall" section above.

Restrictions on Following the occurrence of an Enforcement event, no Debtor may, payments: subject to certain exceptions, make any payments of the Senior Secured Obligations, except from enforcement proceeds distributed in accordance with the principles set out in "Payment waterfall" above.

Exercise of voting Subject to certain exceptions, each Party and any other relevant party shall rights: cast its vote in any proposal put to the vote by or under the supervision of any judicial or supervisory authority in respect of any insolvency, pre- insolvency or rehabilitation or similar proceedings relating to any Group Company as instructed by the Security Agent.

The Security Agent shall act on such instructions for the purposes of the above paragraph as directed by the Secured Parties as further set out in the Intercreditor Agreement.

Modifications: Each Secured Party may amend or waive the terms of the finance documents for the secured obligations owed to such Secured Party (other than the Intercreditor Agreement or any Security Documents) in accordance with their terms at any time to the extent not otherwise explicitly restricted under the Intercreditor Agreement.

The prior consent of the Secured Parties is required to authorise any amendment or waiver of, or consent under, any Transaction Security which would affect the nature or scope of the Security assets or the manner in which the proceeds of Enforcement of the Transaction Security are

distributed.

Release of Security: The Security Agent shall have the right (acting in its sole discretion) to release:

(a) any Security over shares or assets which are sold or otherwise disposed of in any disposal, de-merger or merger permitted in respect of the relevant Senior Secured Obligations;

(b) any Guarantee or Security provided by or any charge of the shares in a Guarantor that ceases to be a Guarantor; and

(c) upon payment in full and cancellation of all of the Senior Secured Obligations or legal defeasance, covenant defeasance or satisfaction and discharge of all of the Senior Secured Obligations, any Security or Guarantee securing or guaranteeing, as the case may be, such Senior Secured Obligations.

The Security Agent is entitled to release and/or transfer all claims and rights in respect of the Senior Secured Obligations, upon a disposal of any asset subject to the Security Documents that has become enforceable, provided that the Security Agent has used its best reasonable efforts to achieve a fair market price in the then prevailing circumstances, whereby the Security Agent will in any event have taken such efforts if it has appointed a reputable investment bank or a global accountancy firm to conduct a competitive sales process or if the sale takes place under the auspices of a court or receiver sanctioned/lead process.

Miscellaneous: The Security Agent and the Financing Agent shall have a duty to inform each other of any default, event of default (of which one receives notice of from the relevant Debtor) or acceleration, and the Debtors allow sharing of such information.

Governing Law and The Intercreditor Agreement shall be governed by Norwegian law and any jurisdiction: disputes resulting therefrom shall be resolved in the Norwegian courts.

EXHIBIT 1 DEFINITIONS

"Bond Creditors" means the Bondholders and the Bond Trustee.

"Bond Issue" means the Issuer's NOK 1,400,000,000 bond issue, with an initial issue amount of NOK 655,000,000 with the Bond Trustee as trustee on behalf of the Bondholders, as the same may be amended, supplemented, extended and/or refinanced from time to time.

"Bond Liabilities" means the liabilities owed by the Debtors to the Bond Creditors under or in connection with any Debt Document.

"Debt Documents" means the Intercreditor Agreement, any documents evidencing the terms of any Bond Liabilities, any Financing Liabilities, any Guarantee or any Transaction Security and any other document designated as such by the Security Agent and the Issuer.

"Debtor" means each of the Issuer and each provider of a Guarantee under a Debt Document and any other Group Company.

"Guarantee" means any guarantee, indemnity or other assurance against loss granted by any Debtor under any of the Debt Documents.

" Financing" shall have the meaning ascribed to the term "Permitted Additional Datacentre Financing" in the Bond Terms.

"Financing Creditors" means the lenders, issuing bank and the facility agent, under or in respect of the Financing.

"Financing means the liabilities owed by any Debtor to any Financing Creditors under Liabilities" or in connection with the relevant Debt Documents.

"Secured Parties" means the Bond Creditors, the Financing Creditors, the Security Agent (on behalf of the Secured Parties) and the Financing Agent.

"Security Agent" means Nordic Trustee AS (or any other party to be appointed) as security agent for the Secured Parties.

"Security Documents" means any and all documents documenting and governing the creation and terms of the Transaction Security.

"Transaction means any security included in the definition of "Transaction Security" in Security" the Bond Terms (except that the term shall not include any Escrow Account Pledges) and any additional security granted in connection with the Financing.

SIGNATURES:

The Issuer: As Bond Trustee and Security Agent:

DIGIPLEX NORWAY HOLDING 3 AS NORDIC TRUSTEE AS

…………………………………………. ………………………………………….

By: Cathrine M Telje By:

Position: CFO Position:

SIGNATURES:

The Issuer: As Bond Trustee and Security Agent:

DIGIPLEX NORWAY HOLDING 3 AS NORDIC TRUSTEE AS

…………………………………………. ………………………………………….

By: By: Ellen Søiland

Position: Position: Authorised signatory

Annex 2

Guarantee Agreement DigiPlex Norway Holding 3 AS (Execution Version)

GUARANTEE AGREEMENT

between

THE COMPANIES LISTED IN SCHEDULE 1 as Guarantors

and

NORDIC TRUSTEE AS as Security Agent

dated

___ May 2020

TABLE OF CONTENTS

1 DEFINITIONS, INTERPRETATION AND MISCELLANEOUS...... 3

2 GUARANTEE AND INDEMNITY ...... 3

3 REPRESENTATIONS AND WARRANTIES ...... 4

4 UNDERTAKINGS ...... 5

5 PAYMENTS AND DEMANDS ...... 5

6 DEFERRAL OF GUARANTORS' RIGHTS ...... 6

7 LIMITATION ON LIABILITY ...... 7

8 CONTINUING GUARANTEE AND OTHER MATTERS ...... 7

9 MISCELLANEOUS ...... 9

10 GOVERNING LAW ...... 10

11 ENFORCEMENT ...... 10

THIS AGREEMENT (the "Agreement") is dated ___ May 2020 and made between:

(1) THE COMPANIES listed in Schedule 1 (The Guarantors) as guarantors (the "Guarantors"); and

(2) NORDIC TRUSTEE AS as security agent for the Secured Parties (the "Security Agent").

IT IS AGREED as follows:

1 DEFINITIONS, INTERPRETATION AND MISCELLANEOUS

1.1 Definitions In this Agreement defined or capitalised terms shall (unless otherwise set out herein or required by the context) have the meaning ascribed to them in the Bond Terms (as defined below). In this Agreement:

"Bond Terms" means the bond terms dated 8 May 2020 governing the bond issue with ISIN NO0010881790, entered into between DigiPlex Norway Holding 3 AS as issuer and the Security Agent as bond trustee.

"Final Discharge Date" means the first date on which the Bond Trustee (acting reasonably) determines that all of the Secured Obligations have been fully and finally discharged.

"Security Period" means the period from the date of this Agreement to and including the Final Discharge Date.

1.2 Construction Clause 1.2 (Construction) of the Bond Terms shall apply to this Agreement as if set out in full herein (with any logical adjustments).

1.3 Miscellaneous The Guarantors have been informed of the other security and guarantees granted in connection with the Finance Documents.

1.4 Effectiveness The guarantee and indemnity created or purported to be created under this Agreement shall automatically become effective from and including the first date of the Security Period and remain in full force and effect throughout the Security Period, however so that the Parent shall be immediately released and discharged from all of its obligations and liabilities under this Agreement upon Practical Completion for the last of the Initial Datacentres, save for claims made against the Parent prior to such date pursuant to Clause 5 (Payments and demands).

2 GUARANTEE AND INDEMNITY

2.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Secured Party the due and punctual performance of all the Secured Obligations;

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(b) undertakes with each Secured Party that whenever any member of the Group or any Obligor does not pay to any Secured Party any amount when due under or in connection with any Finance Document, that Guarantor shall immediately pay that amount as if it was the principal obligor (Nw: selvskyldnergarantist); and

(c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Secured Party immediately on demand against any cost, loss or liability it incurs as a result of any member of the Group or any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to any Secured Party under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Agreement if the amount claimed had been recoverable on the basis of a guarantee.

2.2 Limitations The Security constituted by this Agreement shall, for each Guarantor, be limited to NOK 1,680,000,000 plus the amount of any interest, default interest, costs and expenses accrued in respect of the Secured Obligations.

3 REPRESENTATIONS AND WARRANTIES

3.1 Guarantors As at the date of this Agreement, each Guarantor makes the following representations and warranties:

(a) it is a limited liability corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its assets and carry on its business as it is being conducted;

(b) the entry into and performance by it of this Agreement and the transactions contemplated hereby, do not and will not conflict with:

(i) any law or regulation applicable to it;

(ii) its constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its assets;

(c) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated hereby; and

(d) subject to matters which are usually set out as qualifications or reservations as to matters of law of general application in legal opinions, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations.

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4 UNDERTAKINGS

No Guarantor shall do, cause or permit to be done anything which will, or could reasonably be expected to, materially and adversely affect the rights of the Secured Parties under this Agreement.

5 PAYMENTS AND DEMANDS

5.1 Payment on demand (a) Each Guarantor unconditionally and irrevocably undertakes with each Secured Party that whenever any member of the Group or any Obligor does not pay to any Secured Party any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on first written demand by the Security Agent or any Secured Party pay that amount as if it was the principal obligor.

(b) Each such payments so demanded shall be made by the Guarantors to such account as the Security Agent may, on behalf of the relevant Secured Party, from time to time notify in writing.

(c) The Security Agent shall act as agent for the Secured Parties in matters arising out of or in connection with this Agreement and shall, inter alia, be entitled to make, pursue and enforce claims on behalf of the Secured Parties.

(d) Notwithstanding paragraph (c) above, each Secured Party shall be entitled to make, pursue and enforce claims arising under or in respect of this Agreement.

5.2 Tax gross-up (a) Each Guarantor shall make all payments to be made by it without any deduction or withholding for or on account of tax from a payment under any Finance Document, unless such deduction or withholding is required by law.

(b) Each Guarantor shall, if any tax is withheld in respect of any payment under any Finance Document:

(i) gross up the amount of the payment due from a Guarantor up to such amount which is necessary to ensure that the Security Agent or the Secured Parties, as the case may be, receive a net amount which is (after making the required withholding) equal to the payment which would have been received if no withholding had been required; and

(ii) at the request of the Security Agent, deliver to the Security Agent evidence that the required tax deduction or withholding has been made.

5.3 Set-off and counterclaims (a) All payments to be made by a Guarantor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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(b) A Secured Party may set off any matured obligation due from a Guarantor under the Finance Documents (to the extent beneficially owned by that Secured Party) against any matured obligation owed by that Secured Party to that Guarantor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Secured Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

5.4 Application of proceeds Amounts recovered in accordance with the provisions of this Agreement shall be applied in accordance with the provisions of the Bond Terms.

5.5 Further assurance and power of attorney (a) Each Guarantor shall promptly do all such acts and execute all such documents (including, without limitation, any transfer documents, notices or instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require) to facilitate the realisation and/or enforcement of the guarantee in accordance with the terms of this Agreement.

(b) Each Guarantor irrevocably appoints the Security Agent as its attorney in fact, with full power of substitution, to do any and all acts which any Guarantor is obliged to do, but a Guarantor has failed to do, under or in connection with this Agreement (including, without limitation, to sign any transfer documents, notices or instructions on a Guarantor's behalf).

6 DEFERRAL OF GUARANTORS' RIGHTS

(a) During the Security Period, no Guarantor shall, without the prior written consent of the Security Agent, exercise any rights which it may have by reason of performance by it of any of its obligations under any of the Finance Documents:

(i) to be indemnified by a Obligor;

(ii) to claim any contribution from any other security provider and/or guarantor of any of the Secured Obligations;

(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;

(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of the Secured Obligations;

(v) to exercise any right of set-off against any Obligor; and/or

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(vi) to claim or prove as a creditor of any Obligor in competition with any Secured Party.

(b) If a Guarantor receives any payment or distribution in relation to the rights described in paragraph (a) above, it shall, to the extent necessary to enable all of the Secured Obligations to be finally and fully satisfied, hold that amount separated from its other assets and promptly pay or distribute an amount equal to that receipt or recovery to the Security Agent for application in accordance with the terms of this Agreement.

7 LIMITATION ON LIABILITY

(a) Neither the Security Agent nor any other Secured Party shall be liable for any loss, liability or expense arising from or in connection with:

(i) any of them exercising any of its rights or powers under or in connection with this Agreement;

(ii) any act, default, omission or misconduct on the part of any delegate or representative on behalf of any of them; or

(iii) the timing of the exercise of any of their (or any of its delegates or representatives) powers or rights under or in connection with this Agreement,

except, in case of paragraphs (a)(ii) and (iii) above, in the case of gross negligence or willful misconduct.

(b) In no case shall the Security Agent or any Secured Party be liable or held responsible for any indirect damage, consequential loss or loss of profit.

8 CONTINUING GUARANTEE AND OTHER MATTERS

8.1 Continuing guarantee The guarantee created under this Agreement is a continuing guarantee and will extend to the ultimate balance of the Secured Obligations, regardless of any intermediate payment or discharge in whole or in part.

8.2 Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Agreement will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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8.3 Waiver of defences (a) The obligations of each Guarantor under this Agreement will not be affected by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under this Agreement (without limitation and whether or not known to it or any Secured Party) including:

(i) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Obligor or any other person;

(v) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(vii) any insolvency or similar proceedings.

(b) Each Guarantor irrevocably waives any right that it would otherwise have to be notified of:

(i) any security the giving of which was a condition under any of the Finance Documents, but which has not been validly granted or has lapsed;

(ii) any default, event of default or acceleration event (however described) under any of the Finance Documents and to be kept informed thereof;

(iii) any deferral, postponement or other forms of extensions granted to a Obligor or any other member of the Group in respect of any repayments, prepayments or payment to be made under any of the Finance Documents; and

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(iv) an Obligor's or any other person's bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter.

(c) Each Guarantor hereby irrevocably waives all its rights under the principles expressed in the Norwegian Financial Agreements Act of 25 June 1999 no. 46, including (without limitation) the principles set out in Sections 62 through 74 of that act.

8.4 Guarantor intent Without prejudice to the generality of Clause 8.3 (Waiver of defences), each Guarantor expressly confirms that it intends that the guarantee created under this Agreement shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or the Bonds or amount made available under any of the Finance Documents for any purpose.

8.5 Immediate recourse Each Guarantor waives any right it may have of first requiring the Security Agent or any Secured Party (or any trustee or agent on its behalf), to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Agreement.

8.6 Additional security The guarantee created under this Agreement shall be in addition to, and not prejudice or affect, any other security or guarantee granted in respect of the Secured Obligations.

8.7 Appropriations During the Security Period, the Security Agent and each Secured Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Agreement.

9 MISCELLANEOUS

9.1 Notices The provisions of Clause 18.3 (Notices, contact information) of the Bond Terms shall apply to this Agreement as if set out in full herein (with any logical adjustments). Any contact details of any party not set out in or provided pursuant to the Bond Terms shall be those set out on the signature page of this Agreement in respect of that party (or any substitute contact details provided in writing by that party to the Security Agent).

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9.2 Assignment and transfer (a) This Agreement shall be binding upon each Guarantor and its successors and shall enure for the benefit of the Security Agent and the other Secured Parties and any of their transferees and successors in title.

(b) No Guarantor may assign or transfer any of its rights or obligations under this Agreement.

(c) The Security Agent may assign and/or transfer any of its rights or obligations under this Agreement to any person without the consent of the Guarantors. Each Guarantor shall, immediately upon request by the Security Agent, enter into such documents as may be necessary or desirable to effect such assignment or transfer.

9.3 Partial invalidity If any provision of this Agreement is for any reason held invalid, illegal or unenforceable in any respect, such illegality, invalidity or unenforceability will not affect any other provision of this Agreement.

9.4 Remedies and waivers No failure or delay by the Security Agent in exercising any right, power or remedy vested in it under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

9.5 Conflict In case of conflict between any term of this Agreement and any term of the Bond Terms, the terms of the Bond Terms shall prevail.

10 GOVERNING LAW

This Agreement is governed by Norwegian law.

11 ENFORCEMENT

11.1 Jurisdiction (a) The courts of Norway, with Oslo district court (Oslo tingrett) as court of first instance, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

(b) This Clause 11.1 is for the benefit of the Secured Parties only. No Secured Party shall be prevented from taking proceedings relating to a dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

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SCHEDULE 1 THE GUARANTORS

Name of Guarantor Registration number (or equivalent, if any) and jurisdiction

DigiPlex Fet 2 AS 920 030 564, Norway

DigiPlex Holtskogen AS 922 735 573, Norway

DigiPlex Norway Holding 1 AS 922 393 265, Norway

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SIGNATURE PAGE

This Agreement has been entered into on the date stated at the beginning of this Agreement.

THE GUARANTORS

DigiPlex Fet 2 AS

By: ………………………………… Address: Heiaveien 9, 1900 Fetsund, Norway Name: E-mail: [email protected] Title: Attention: James Byrne Murphy

DigiPlex Holtskogen AS

By: ………………………………… Address: Holtskogen 31, 1825 Tomter, Name: Norway Title: E-mail: [email protected] Attention: James Byrne Murphy

DigiPlex Norway Holding 1 AS

By: ………………………………… Address: Selma Ellefsens vei 1, 0581 Oslo, Name: Norway Title: E-mail: [email protected] Attention: James Byrne Murphy

THE SECURITY AGENT

Nordic Trustee AS

By: ………………………………… Name: Ellen Søiland Title: Authorised Signatory

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Annex 3

Tap Issue Addendum DigiPlex Norway Holding 3 AS

Tap Issue Addendum Digiplex Norway Holding 3 AS FRN Senior Secured NOK 1,400,000,000 Bonds 2020/2023 ISIN NO0010881790

1. Pursuant to the bond terms (the "Bond Terms") related to the above mentioned bond issue (the "Bond Issue"), dated 8 May 2020, the Issuer and the Bond Trustee enter into the following tap issue addendum (the "Addendum") in connection with a Tap Issue under the Bond Terms:

Issuer: Digiplex Norway Holding 3 AS Bond Trustee: Nordic Trustee AS ISIN: NO0010881790 Maximum Issue Amount: NOK 1,400,000,000 Amount of Additional Bonds: NOK 180,000,000 Amount Outstanding Bonds after NOK 835,000,000 the increase: Date of Addendum: 22 September 2020 Tap Issue Date: 24 September 2020

2. Terms defined in the Bond Terms have, unless expressly defined herein or otherwise required by the context, the same meaning in this Addendum.

3. Pursuant to the Bond Terms the Issuer may issue Additional Bonds until the aggregate Nominal Amount of the Initial Bonds and all Additional Bonds equals the Maximum Issue Amount and the provisions of the Bond Terms will apply to all such Additional Bonds.

4. The Net Proceeds from the issue of the Additional Bonds shall be used for partly financing the second 3MW datacentre at DFAS2, constituting an Additional Datacentre, and general corporate purposes of the group.

5. The payment of the proceeds of the Tap Issue to the Issuer shall be conditional on the Bond Trustee having received at least two (2) Business Days prior to the date of the Tap Issue each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i) this Addendum duly executed by all parties hereto;

(ii) a duly executed Release Notice from the Issuer (including a statement regarding use of funds and confirmation of no Event of Default has occurred or is likely to occur as a consequence of such disbursement);

(iii) in relation to each Obligor, the Parent and any other party to a Finance Document:

(a) certified copies of all necessary corporate resolutions required to provide any additional Transaction Security and execute any additional Finance Documents to which it is a party, in each case related to the relevant Additional Datacentre;

(b) a certified copy of a power of attorney (unless included in the relevant corporate resolutions) to relevant individuals for their execution of the additional Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on its behalf, in each case related to the Additional Datacentre; and

(c) certified copies of its articles of association and of a full extract from the relevant company evidencing that it is validly existing;

(iv) a confirmation from the Issuer that an Additional Services Agreement has been entered into;

(v) evidence that the Additional Equity Contribution has been made;

(vi) all Transaction Security Documents required to be made with respect to the Additional Datacentre being executed and duly perfected and all other additional Finance Documents being duly executed; and

(vii) legal opinions or other statements as may be required by the Trustee (including in respect of corporate matters relating to the Obligors, the Parent and any other party to a Finance Document and the legality, validity and enforceability of the Finance Documents).

6. The Issuer undertakes that the representations and warranties contained in Clause 7 (Representations and Warranties) of the Bond Terms are true and correct in all material respects as at the date hereof and at the Tap Issue Date.

7. The Issuer represents and warrants that no circumstances have occurred including any litigation pending or threatening which would have an adverse material effect on the Issuer's financial situation or ability to fulfill its obligations under the Bond Terms or which would otherwise constitute an Event of Default under the Bond Terms.

8. The Issuer and each Guarantor hereby agrees and confirms that the Guarantees and Transaction Security granted by it under the Transaction Security Documents to which it is a party, and any and all of its obligations thereunder, shall continue in full force and effect after the entry into and effectiveness of this Addendum and extend to guarantee and secure the Secured Obligations under the Bond Terms.

9. The Issuer and each Guarantor confirms that it accepts that this Addendum shall be designated a Finance Document under the Bond Terms and that any reference to a "Finance Document" under the Bond Terms, the Guarantees, the Transaction Security Documents or any other document contemplated thereby shall be deemed to include this Addendum and any reference to the Bond Terms shall be construed as references to the Bond Terms as amended by this Addendum..

10. The provisions of Clause 19 (Governing law and jurisdiction) of the Bond Term shall apply to this Addendum as set out herein in full, provided that any reference to the Bond Terms shall be construed as a reference to this Agreement.

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This Addendum has been executed in two originals, of which the Issuer and the Bond Trustee shall retain one each.

SIGNATURES:

The Issuer: The Bond Trustee:

Digiplex Norway Holding 3 AS Nordic Trustee AS

…………………………………………. …………………………………………. By: Cathrine Myhre Telje By: Ellen Søiland Title: CFO Title: Authorised signatory

Guarantor: Guarantor:

Digiplex Norway Holding 1 AS Digiplex Holtskogen AS

…………………………………………. …………………………………………. By: Cathrine Myhre Telje By: Cathrine Myhre Telje Title: CFO Title: CFO

Guarantor:

Digiplex Fet 2 AS

…………………………………………. By: Cathrine Myhre Telje Title: CFO