Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA

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1 NORDIC TRUSTEE Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA To the Bondholders in: ISIN: NO mN per cent Selvaag Bolig ASA Senior Unsecured Bond Issue 2013/2018 Oslo, 7 November 2014 Summons to Bondholders Meeting Nordic Trustee ASA acts as trustee (the Trustee ) for the holders of the bonds (the Bondholders ) in the above mentioned bond issue ISIN NO (with total outstanding amount of NOK 500 million) (the Bond Issue or SBO01 ) issued by Selvaag Bolig ASA (the Issuer or the Company ). All capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 24 June 2013 and made between the Trustee and the Issuer (the Bond Agreement ), unless otherwise stated herein. References to Clauses and paragraphs are references to Clauses and paragraphs in the Bond Agreement. The information in this summons regarding the legal, operational and financial status of the Issuer is provided by the Issuer. The Trustee expressly disclaims any and all liability whatsoever related to such information given from the Issuer. 1. BACKGROUND The Issuer issued SBO01 in June 2013 with the purpose of refinancing existing debt and for general corporate purpose. The Issuer is one of Norway s largest residential real estate developers with prime focus on areas in Norway with solid economic growth, such as the Greater-Oslo area and Stavanger. The Issuer is listed on the Oslo Stock Exchange with a market cap of approximately NOK 1.85 billion as of [()] 2014 and is majority owned by Selvaag Gruppen AS (53.5%). The Issuer has over the last 18 months delivered solid financial performance. Pareto Securities Credit Research maintains a BB rating on the Issuer, reflecting the Issuer s robust business model combined with the solid project pipeline and its sizable land bank. According to clause 13.5 of the Bond Agreement the Issuer is required to comply with the following Financial Covenants during the term of the Bond Issue: a) Equity Ratio of minimum 22.5%; and b) Sales Ratio of minimum 70%. Sales Ratio is defined as the percentage sold of residential units under construction as reported by the Group. As of 30 June 2014, the Issuer s Equity Ratio and Sales Ratio were approximately 36% and 76% respectively. The development of the Financial Covenants since the Settlement Date in the second quarter 2013, have been as follows:

2 Sales ratio covenant (minimum 70%) Equity ratio covenant (minimum 22.5%) 83% 80% 75% 76% 76% 40% 40% 38% 35% 36% : " Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Source: Selvaag Bolig ASA Sales ratio Covenant Equity ratio Covenant The Issuer is of the opinion that the current level of the Sales Ratio limits the Group s operational flexibility and may prohibit the Group from engaging in attractive projects. Additionally, the current level of the Sales Ratio covenant limits the Group s ability to achieve optimal pricing for its projects as the best prices are usually achieved in the period after project start-up and up to delivery. This means that as soon as the Issuer for a specific project is in compliance with the Sales Ratio required by the bank(s) providing the construction loan for the relevant project (normally equal to a Sales Ratio of 60%), the Issuer is in a position to increase pricing for the residual portion of unsold residential units resulting in overall increased earnings for the Group. However, with the current Sales Ratio requirement of 70% in the Bond Agreement, the Issuer is prohibited to increase prices on unsold residential units sold until the 70% threshold is reached. Consequently, and in order to align the Sales Ratio requirement with the Group s lending banks, the Issuer would ask the Bondholders to amend the required Sales Ratio from 70% to 60%, such that the Issuer can benefit from increased pricing on a larger portion of unsold residential units. The Issuer has also experienced that the current definition of Permitted Financial Indebtedness does not allow the Issuer to provide certain guarantees which are beneficial for the Issuer's business. Such guarantees are deemed to be in the ordinary course of the Issuer's business and necessary to maximize the operations of the Group. For instance, in connection with the realization of certain building projects, the Norwegian tax authority requires the Issuer to provide guarantees to secure possible future payment obligations due to taxation of profit. The existing Bond Agreement does not allow for such guarantees and consequently, and in order to comply with the Bond Agreement, the Issuer has provided the Norwegian tax authorities with a cash collateral for the issuance of these types of guarantees. By pledging cash for such a guarantee, the Issuer s free available cash position is severely impacted and prevents the Issuer from further growth. The Issuer would like to include such guarantee and other guarantees which are issued in the ordinaiy course of business in the definition of Permitted Financial Indebtedness which will give the Issuer an improved operational flexibility and the ability to grow its business further. As compensation to the suggested amendments of the Sales Ratio and the Permitted Financial Indebtedness, and in order for the Bondholders to maintain a good creditor position, the Issuer proposes to increase the Equity Ratio covenant from the current level of 22.5% up to 25.0% to and including 30 June 2017, and to 27.5% anytime thereafter. Furthermore, the Issuer proposes to remove the Call Option (@ 103%) for the period from and including the Interest Payment Date in June 2016 to, but not including the Interest Payment Date in June In summary the proposed amendments will:

3 increase earnings potential of the Group as the Issuer will be able to increase pricing for a larger portion of its unsold residential units; and release trapped cash and enhance the Groups operational flexibility. The Issuer is of the opinion that the proposed amendments will provide the Bondholders with additional comfort regarding the Issuer s financial position and the increased Equity Ratio requirement together with the removal of the first Call Option period will further enhance the Bondholders creditor position. 2. PROPOSAL To enable the Issuer to conduct the proposed amendments of the Bond Agreement, the Issuer has requested the Bond Trustee to summon a Bondholders Meeting to consider the approval of the following proposed amendments (the Proposal ): 2.1 Amendment of Equity Ratio covenant Based on the background information set out above, the Issuer proposes to change the Equity Ratio covenant in Clause 13.5 a) as follows: Equity Ratio: The Issuer shall ensure that the Group maintains an Equity Ratio of minimum 25.0% to and including 30 June 2017, and 27.5% anytime thereafter; and 2.2 Amendment of Sales Ratio covenant Based on the background information set out above, the Issuer proposes to change the Sales Ratio covenant in Clause 13.5 b) as follows: Sales Ratio: The Issuer shall ensure that the Group maintains a Sales Ratio of minimum 60%. 2.3 Amendment of Permitted Financial Indebtedness Based on the background information set out above, the Issuer proposes to change the Permitted Financial Indebtedness definition by including the following new subsection (x): any guarantee issued in the ordinaiy course of business (for the avoidance of doubt including any (i) tax guarantee, (ii) security provided as a client (No.: byggherregaranti) and (iii) letter of credit issued in connection with the development or realisation of a building project) 2.4 Amendment of Call Option - removal of call option The Issuer proposes to remove the Call Option in Clause (i) of the Bond Agreement in its entirety. 2.5 Amendments to the Bond Agreement Based on the proposed amendments as described in 2.1, 2.2, 2.3 and 2.4 above, the Bond Agreement will be amended accordingly, inter alia with the following amendments, effective from the date of this Bondholders Meeting: the Equity Ratio covenant will be amended to be 25.0% to and including 30 June 2017, and to be 27.5% anytime thereafter; remove the first Call Option at 103% applicable for the period from the Interest Payment Date in June 2016 and to, but not including, the Interest Payment Date in June 2017; the Sales Ratio covenant will be amended to 60%; and the definition of Permitted Financial Indebtedness will include the following new subsection (x):

4 o any guarantee issued in the ordinary course of business (for the avoidance of doubt including any (i) tax guarantee, (ii) security provided as a client (No.: byggherregaranti) and (iii) letter of credit issued in connection with the development or realisation of a building project). To enable the Issuer to conduct the proposed change of the Bond Agreement, the Issuer has requested the Trustee to summon a Bondholders Meeting to consider the approval of the proposed changes. The request is put forward to the Bondholders without further evaluation or recommendations from the Trustee. The Bondholders must independently evaluate whether the proposed changes are acceptable. 3. EVALUATION OF THE PROPOSED AMENDMENTS 3.1 The Issuer s evaluation The Issuer regrets to approach the Bondholders in the Bond Issue, asking for the amendments included in the Proposal. However, the Issuer emphasizes that the amendments will not, in the opinion of the Issuer, impair the credit position of the Bondholders. The Issuer has engaged Pareto Securities AS as the Issuer s financial advisor (the Advisor ) with respect to the Proposal. Accordingly, Bondholders may contact Pareto Securities AS Fixed Income Sales at for further information. The Advisor is acting solely for, and reiving on information from, the Issuer in connection with the Proposal. No due diligence investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor does not assume any liability in connection with the Proposal (including but not limited to the information contained herein). 3.2 Support from the Bondholders Prior to this summons letter being distributed, the Issuer has informed the Trustee that they have received commitments from the largest Bondholders in ISIN NO who will support the Proposal. 3.3 The Trustee s disclaimer/non-reliance The request is put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee. The Bondholders must independently evaluate whether the proposed changes are acceptable. The information in this summons regarding the legal, operational and financial status of the Issuer is provided by the Issuer. The Trustee expressly disclaims any and all liability whatsoever related to such information given from the Issuer. 4. BONDHOLDERS MEETING: Bondholders are hereby summoned to a Bondholders Meeting: Agenda: Time: 21 November 2014 at 13:00 hours (1 pm) (Oslo time) Place: The premises of Nordic Trustee ASA, Haakon VIIs gate 1,0161 Oslo - 6th floor 1. Approval of the summons 2. Approval of the agenda 3. Election of two persons to co-sign the minutes together with the chairman 4. Request for adoption of the proposal: It is proposed that the Bondholders Meeting resolve the following:

5 "The Proposal (as defined in the summons to this Bondholders Meeting) is approved by the Bondholders Meeting. The Trustee is given the power of attorney to enter into the necessary agreements in connection with decisions made by the Bondholders Meeting as well as carry out necessary completion work, including making necessary amendments o f the Bond Agreement. * * * To approve the above resolution, Bondholders representing at least 2/3 of the Bonds represented in person or by proxy at the meeting must vote in favor of the resolution. In order to have a quorum, at least 1/2 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged. Please find attached a Bondholder s Form from the Security Depositoiy (VPS), indicating your bondholding at the printing date. The Bondholder s Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholders Meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered). The individual bondholder may authorize the Trustee to vote on its behalf, in which case the Bondholder s Form also serves as a proxy. A duly signed Bondholder s Form, authorizing the Trustee to vote, must then be returned to the Trustee in due time before the meeting is scheduled (by scanned , telefax or post - please see the first page of this letter for further details). In the event that Bonds have been transferred to a new owner after the Bondholder s Form was made, the new Bondholder must bring to the Bondholders Meeting or enclose with the proxy, as the case may be, evidence which the Trustee accepts as sufficient proof of the ownership of the Bonds. For practical purposes, we request those who intend to attend the Bondholders Meeting, either in person or by proxy other than to the Trustee, to notify the Trustee by telephone or by fmail@nordictrustee.nol within 16:00 hours (4pm) (Oslo time) the Banking Day before the meeting takes place. Yours Sincerely Nordic Trustee ASA Enclosed: Bondholder s Form

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