Joint and several liability

Where there are multiple Borrowers, each shall be jointly and severally liable.

Withdrawal amount

The Credit Line Agreement generally specifies a minimum amount per withdrawal. The agreed minimum amount may be waived if the remaining unutilised credit line is not sufficient to allow fur-ther withdrawals of the minimum amount.

Communication

Communication with the borrower takes place via digital means of communication. However, Kamuno is free to use other communication channels.

The recipient of the communications from Kamuno shall be the person who lodged the application or another person named by the Borrower to Kamuno; such person must be listed in the Commer-cial Register with sole or joint signatory powers for the Borrower. All communications with the Bor-rower made in this way shall be deemed to have been delivered, including if made to a majority of Borrowers or authorised signatories.

The use of digital means of communication entails risks. The Borrower shall be responsible for taking the necessary security precautions. Specifically, they shall ensure that:

• operating systems and browsers are always up to date, including security updates,
• appropriate security measures such as firewalls and anti-virus programs are used,
• if there is any doubt as to whether a communication actually originates from Kamuno, Kamuno will be consulted.

Kamuno excludes to the extent permitted by law all liability for any losses that may result from the use of electronic communication channels.

The Borrower must inform Kamuno without delay of any change of their registered office, delivery address, correspondence address and name or company name. If Kamuno incurs costs in ensur-ing that the Borrower can be contacted, these costs shall be passed on to the Borrower.

Interest rates and fees

The interest rates applied depend on the performance of the money and capital markets and on the margin set by Kamuno. These rates are set out in the agreements on individual Loan With-drawals.

Kamuno may charge fees for its services and to recoup certain expenses. Notwithstanding any specific provision to the contrary in the Credit Line Agreement or in the Loan Withdrawal Agree-ments, Kamuno shall be entitled to introduce, increase or decrease service fees with legally bind-ing effect for the Borrower at any time.

Account management and other service fees are published on Kamuno AG’s website. There is no requirement to notify the Borrower specifically.

Interest and capital repayments, commission and interest on arrears

Notwithstanding any provision to the contrary (product agreement), interest shall be calculated daily in accordance with the Swiss day count standard (360/360). The due dates for interest pay-ments shall be defined in the corresponding Loan Withdrawal Agreement.

The Borrower undertakes to pay the amount due on time.

If any interest, capital repayment, commission or other amount due is not paid on time, the Bor-rower shall immediately be deemed to be in arrears. The Borrower must pay interest on arrears from the due date onwards; this rate is set at 1.5 percentage points above the highest interest rate calculated for the corresponding interest period. The Borrower must also bear the costs of every reminder sent by Kamuno in accordance with the prevailing schedule of charges. This does not affect Kamuno’s rights under this Agreement (in particular the right of termination).

Without prejudice to its claim for immediate payment of amounts due, Kamuno may demand the payment of interest, capital and fees in analogous application of this Agreement and issue a sep-arate invoice for the difference versus the interest rate on arrears.

Allocation of payments made

If the Borrower has multiple outstanding debt obligations towards Kamuno, Kamuno shall be free to allocate the payments made to the amounts outstanding as it chooses.

Termination, early maturity

The Parties may terminate the Credit Line Agreement with immediate effect at any time, where-upon expiring Loan Withdrawals shall not be renewed, and the unused portion of the credit line shall expire immediately. However, Loan Withdrawals already approved shall remain unaffected by the termination of the Credit Line Agreement, and the Credit Line Agreement shall continue to apply in full to such Loan Withdrawals.

Loan Withdrawals granted under the Credit Line Agreement are not callable before their maturity date, with the exceptions listed below. Kamuno shall be entitled to terminate, without notice, any Loan Withdrawals granted under the Credit Line Agreement and to immediately call the loan obli-gations or to revoke commitments for individual Loan Withdrawals if:

a) the Borrower is more than 30 days in arrears on the payment of interest or capital repayments due;

b) the Borrower has not complied with any other obligations under this Agreement;

c) there are any enforcement or recovery measures in place against the Borrower, such as a debt restructuring moratorium, debt restructuring agreement, seizure, foreclosure, inventory production, stay of insolvency proceedings or insolvency;

d) the customer relationship can no longer be pursued for legal reasons, because there are sanc-tions against the Borrower or a member of one of its governing bodies;

e) it transpires that the Borrower’s credit quality is materially worse than was assumed when the lend-ing commitment was made or has since deteriorated;

f) ithere is no longer sufficient collateral provided, based on an industry-standard assessment;

g) the Borrower fails to comply with any other lending or collateral agreement with Kamuno;

h) during this credit relationship, the Borrower places any existing or new creditor(s) in a more favour-able position than Kamuno, without the consent of Kamuno, and in particular makes collateral available to such creditors itself or via a third party without granting Kamuno the same rights. The same applies if the Borrower provides collateral in favour of a third party. This excludes the provi-sion of collateral originally agreed when entering into this Agreement;

i) the Borrower or any of its subsidiaries undergo or enter into any legal or economic changes or situations (e.g. change of ownership, restructuring, disposal of business units or official rulings in relation to environmental protection) that according to an industry-standard assessment would have a material impact on the Borrower’s financial strength.

The termination of a granted Loan Withdrawal shall not automatically trigger the termination of the Credit Line Agreement.

Settlement in the event of early termination

Early repayment of the Loan Withdrawal before the end of the agreed term is only permitted by mutual consent. Such consent also includes agreeing to an early repayment charge. The early repayment charge is calculated using the difference between the contractual interest rate on the loan and the lower rate of interest achievable following repayment on a money or capital market investment for the remainder of the term. This is added to compensation for the expenses incurred by Kamuno in connection with the early repayment, in accordance with the schedule of charges.

Replacement of the Credit Line Agreement

If the Credit Line Agreement is replaced or superseded by a new version, the new Credit Line Agreement shall apply in full to Loan Withdrawals already granted. There is no need to enter into a new Loan Withdrawal Agreement.

Transfers of rights to third parties

Kamuno may offer to or actually transfer its rights under this Agreement, including its rights in rela-tion to collateral, in whole or in part to third parties. It must make all information and data pertain-ing to this Agreement available to such third parties at all times.

Customer data

Kamuno processes customer data for its own legitimate interests and the legitimate interests of relevant third parties (such as agents, intermediaries and insurers) and of the Borrower, provided that such interests are not overridden by any interests of the Borrower. Data may also be used for marketing purposes, and the Borrower may receive personalised offers via various communication channels. The Borrower may withdraw consent for the use of its data for marketing purposes and the electronic provision of information in writing at any time.

As part of the conclusion or processing of the Agreement, data of the Borrower may be shared with third parties such as agents, intermediaries, insurers and public authorities, whose data pro-tection provisions shall apply. Kamuno may outsource services to group companies and third par-ties, especially in areas such as IT, market research, credit checking, payment processing and the administration of the Agreement. Such service providers process the data on behalf of Kamuno.

If data is to be transferred to a country without adequate data protection, Kamuno shall ensure that suitable protective measures are taken. Kamuno is unable to guarantee the confidentiality of information when communicating via the internet.

Kamuno may transfer rights and obligations arising out of this contractual relationship to group companies and third parties, including the associated data. The Borrower expressly waives bank client confidentiality with regard to such data processing. Further information can be found in Kamuno’s privacy policy.

Information sharing/obtaining information from third parties

To enable Kamuno to assess the creditworthiness of the Borrower and of any collateral and to evaluate the purpose of the loan, the Borrower must on request provide Kamuno with all industry-standard information (annual financial statements, tax statements, lists of accounts receivable, rental prices/rent schedules, property accounts, etc.). The Borrower shall also authorise Kamuno to share such information with third parties, including in particular notaries, debt enforcement offic-es and the Swiss central credit information bureau (Zentralstelle für Kreditinformation, ZEK). The Borrower further authorises Kamuno to share information on the lending relationship with banks or other financial service providers within the financial group, specifically for credit risk and fraud pre-vention purposes.

Notwithstanding any other agreement, the Borrower undertakes to provide Kamuno annually with-out prompting and no later than four months from the end of the financial year with a signed copy of its annual report, consisting of the annual financial statements, the management report and the auditor’s report (where required by law) for confidential inspection.

Collateral

Any provision of collateral shall be governed by existing or future separate agreements with Kamuno. Where there are multiple claims, Kamuno shall decide to which of these the collateral or proceeds of disposal should be allocated. Where there are multiple items of collateral, Kamuno shall decide on the collateral items to be realised and the order of realisation.

Even where collateral is provided, Kamuno shall be entitled to initiate customary seizure or insol-vency proceedings before realising such collateral for interest and capital claims.

Before any individual Loan Withdrawals are paid out, the corresponding separate agreements must be signed and the collateral required under such agreements must be provided with legally binding effect.

Validity

This agreement and the individual Loan Withdrawal Agreements will normally only be valid if ac-cepted by the Borrower by means of a qualified electronic signature. In exceptional cases, Kamu-no may require or accept traditional signatures or enter into an informal agreement.

Applicable law, place of jurisdiction and place of performance

This legal relationship shall be subject to and construed in accordance with Swiss law. The place of jurisdiction depends on the mandatory statutory provisions. If no such provisions apply, the sole place of jurisdiction for all proceedings shall be Altdorf, which is also the place of performance and enforcement for Borrowers domiciled or with their registered office outside Switzerland.

However, Kamuno shall also have the right to take action against the Borrower before the compe-tent court or authority of its registered office or place of domicile, or before any other competent court.

Kamuno may amend these General Terms And Conditions at any time. Amendments shall be deemed approved if the Borrower does not lodge a written rejection with Kamuno within four weeks of notice of the amendments being given.

Any special agreements outside of this Loan Agreement shall only be valid if Kamuno has given its written consent. Verbal agreements shall not be valid.

January 2025