Certificates of deposits

Notwithstanding any other agreements, arrangements, or understandings between Skandinaviska Enskilda Banken AB (publ) and any holder, by its acquisition of any certificates of deposit (“CD”) of Skandinaviska Enskilda Banken AB (publ), New York Branch or London Branch, each holder (which, for these purposes, includes each holder of a beneficial interest in the CD) acknowledges, accepts, consents and agrees to be bound by:

A. the effect of the exercise of any Swedish bail-in power by the relevant Swedish resolution authority, that may include and result in any of the following, or some combination thereof:

i.     the reduction of all, or a portion, of the Amounts Due;

ii.     the conversion of all, or a portion, of the Amounts Due on the CD into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the CD;

iii.     the cancellation of the CD; and

iv.     the amendment or alteration of the maturity of the CD or amendment of the amount of interest payable on the CD or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

B. the variation of the terms of the CD, if necessary, to give effect to the exercise of any Swedish bail-in power by the relevant Swedish resolution authority.

For these purposes, the (i) "Amounts Due" are the principal amount of, together with any accrued but unpaid interest due on, the CD; and (ii) "Swedish bail-in power" is any write-down, conversion, transfer, modification, suspension or similar or related power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Sweden, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended from time to time, including but not limited to the Swedish Banking and Financing Business Act (Sw: Lagen (2004:297) om bank- och finansieringsrörelse) and the Swedish Law on Resolution (Sw: Lagen (2015:1016) om resolution), as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised.