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TABLE OF CONTENTS 1. General description 3 2. Risk factors 6 3. Summary of main terms of the Bond 10 4. Terms of the Bond 13 4.1 Interpretation 13 4.2 Status 13 4.3 Adherence to Intercreditor Deed and Subordination Agree

Key Takeaway: Alvotech is preparing to list a Convertible Bond Instrument on Nasdaq First North Growth Market Iceland, aimed at attracting new investors. The bond, originally issued in December 2022, is expected to enhance asset classification and provide better transparency for investors. While the listing may promote diversification, potential risks are associated with investing in a market that has less regulatory oversight than traditional avenues. Its accessibility is primarily limited to qualified investors, and there are restrictions on distribution in certain jurisdictions.

Market Sentiment Analysis

POSITIVE FACTORS

  • Listing aims to attract new investors and diversify the investor base.
  • The bond is expected to offer better asset classification and transparency.
  • The issuer has a structured plan for trading on Nasdaq First North Growth Market.

CONCERNS & RISKS

  • Investing in the issuer may carry higher risks due to less stringent regulations compared to a main market.
  • The bond is primarily directed at qualified investors, limiting access for average investors.
  • Certain jurisdictions may restrict the offering and distribution of the bond.

Full Press Release Details

1. General description 3
2. Risk factors 6
3. Summary of main terms of the Bond 10
4. Terms of the Bond 13
4.1 Interpretation 13
4.2 Status 13
4.3 Adherence to Intercreditor Deed and Subordination Agreement 13
4.4 Total amount, Form and Denomination 13
4.5 Closed Periods 14
4.6 Coupon 14
4.7 General Covenants 14
4.8 Conversion 34
4.9 Representations and Warranties of each Bondholder 41
4.10 Undertakings 43
4.11 Payments 45
4.12 Redemption, Purchase and Cancellation 46
4.13 Taxation 49
4.14 Events of Default 52
4.15 Meeting of Bondholders and Modifications 55
4.16 Waiver 56
1. GENERAL DESCRIPTION
This description is published in relation to the listing of a Convertible Bond Instrument, denominated in ISK, issued by Alvotech soci t anonyme
incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg
Trade and Company Register under number B258884 (registered in Iceland under registration no. 671221-9740) ( Alvotech or Issuer ) on Nasdaq First North Growth Market Iceland ( First North )
(the Bond or the Bonds ) (this document referred to as the Company Description ). The intention is to have the Bond admitted for trading on First North before 9 February 2023. Once
the Bond has been admitted to trading on First North a public announcement will be published. The Bond will be marked and traded under ALVCVB251220, ISIN IS0000034858. The Bond is subject to dematerialised registration in accordance with Act no.
7/2022 on Central Securities Depositories, Settlement and Electronic Title to Securities, Nasdaq CSD Iceland is the central securities depository for the Bond. The Bond was originally issued in December 2022, following a private placement directed
only at qualified investors.
The main purpose of the listing is to attract new investors to create a diverse group of investors and to allow for a
trading platform that the Issuer believes to be a better option for investors in terms of asset classification, disclosure, and transparency.
on the Issuer can found on the Issuer s website- https://investors.alvotech.com/ and in the Issuer latest prospectus, dated 2 December 2022, relating to the admission to trading of the Issuer s share to the regulated market of
Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets in
Financial Instruments (EU 2014/65) as implemented in the national legislation of Iceland, Denmark, Finland and Sweden, operated by an exchange within the Nasdaq Group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules
as issuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead, they are subject to a less extensive set of rules and regulations adjusted to growth companies. The risk inherent with investing in an
issuer on Nasdaq First North Growth Market may therefore be higher than investing in an issuer on the main market. The respective Nasdaq exchange approves the application for admission to trading.
This Company Description does not constitute a prospectus under the Icelandic Act, no. 14/2020, on prospectus for securities when offered to the public or
admitted to trading on a regulated market, nor under Regulation (EU) 2017/1129 of the European Parliament and of the Council. The Company Description has been drawn up under the responsibility of the Company and has been reviewed by Nasdaq Iceland
hf., as the operator of First North Iceland.
This Company Description is accurate as of the date of this Company Description. The Issuer accepts
responsibility for the information contained in this Company Description. To the best of the knowledge of the Issuer, the information contained in this Company Description is in accordance with the facts and does not omit anything likely to affect
the import of such information. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or
not consistent with this Company Description or any other information supplied in connection with the Bond and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer. Neither this Company Description nor any other information supplied in connection with the Bond (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer that any recipient of this Company Description or any other information supplied in connection with the Bond should purchase the Bond. Each investor contemplating purchasing the Bond should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither this Company Description nor
any other information supplied in connection with the Bond constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase the Bond. Neither the delivery of this Company Description nor the offering,
sale or delivery of the Bond shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time sub-sequent to the date hereof.
This Company Description may only be used for the purposes for which it has been published. This Company Description does not constitute an offer to sell or
the solicitation of an offer to buy the Bond in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Company Description and the offer or sale of the Bond may be
restricted by law in certain jurisdictions. The Issuer does not represent that this Company Description may be lawfully distributed, or that the Bond may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which is intended to permit a public
offering of the Bond or distribution of this Company Description in any jurisdiction where action for that purpose is required. Accordingly, the Bond may not be offered or sold, directly or indirectly, and neither this Company Description nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Company Description
or the Bond may come must inform themselves about, and observe, any such restrictions on the distribution of this Company Description and the offering and sale of the Bond.
This Company Description has been prepared on a basis that the Bond has a denomination which is greater than 100,000 (or its equivalent in any other
currency) resulting in an exemption from the obligation under the Prospectus Regulation to publish a prospectus. Accordingly, any person making or intending to make an offer of the Bond in the relevant Member State may only do so in circumstances in
which no obligation arises for the Issuer to publish a prospectus pursuant to the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. The Issuer has not
authorised, nor will it authorise, the making of any offer of the Bond in circumstances in which an obligation arises for the Issuer to publish or supplement a prospectus for such offer.
The Bond may not be a suitable investment for all investors. An investment in the Issuer s Bonds involves certain risks. Each potential investor in the
Bond must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:
(i) has sufficient knowledge and experience to make a meaningful evaluation of the Bond, the merits
and risks of investing in the Bond and the information contained or incorporated by reference in this Company Description or any applicable supplement; (ii) has access to, and knowledge of,
appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bond and the impact the Bond will have on its overall investment portfolio; (iii) has sufficient financial resources and
liquidity to bear all of the risks of an investment in the Bond, including if the Bond s currency for principal or interest payments is different from the potential investor s currency; (iv) understands thoroughly the terms of the
Bond and is familiar with the behaviour of financial markets; and (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bond is a legal investment for it, (2) the Bond can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bond. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
the Bond under any applicable risk-based capital or similar rules.
Landsbankinn hf., reg. no. 471008-0280, Austurstr ti 11, 155 Reykjav k
( Landsbankinn ) acted as an advisor to the Issuer in connection with the issuance of the Bond and the listing on Nasdaq First North. Landsbankinn received an advisory fee in connection with the issuance and listing of the Bond.
Investing in bonds involves a wide range of risks. The value of bonds can either increase or decrease. The investors assume the risk that the Issuer may become
insolvent or otherwise be unable to make all payments due in respect of the Bond. There is a wide range of risk factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Bonds. The
Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer s control. Investors are therefore advised to
familiarize themselves in detail regarding the main risk factors related to trading with bonds or seek for a professional advice in that regard. Future market conditions are uncertain, and it is not possible for the Issuer to estimate with certainty
the probability of incidents or events that may affect market conditions in the future. The possibility also exists that the Issuer cannot meet its obligations, i.a. due to factors not listed specifically herein. Investors and prospective investors
are always encouraged to make an independent assessment of the risks involved in investing in the Bond.
The order in which the categories of risk factors
are presented does not necessarily reflect the probability of their occurrence or the magnitude of their potential impact, as the categories of risk factors mentioned herein could materialise individually or cumulatively. Any quantification of the
significance of each individual category for the Issuer could be misguiding, as other categories of risks factors may materialise to a greater or lesser degree.
FACTORS WHICH ARE MATERIAL FOR THE PURPOSE
OF ASSESSING THE RISKS ASSOCIATED WITH THE BOND
The Issuer has the right to redeem the Bond at its option, this may limit the market value of the Bond and an investor may not be able to reinvest the
redemption proceeds in a manner which achieves a similar effective return
An optional redemption feature of the Bond including following a Tax
Redemption Notice, is likely to limit their market value. During any period when the Issuer may elect to redeem the Bond or when the Issuer is perceived by the market to have a redemption right available to it, the market value of the Bond generally
will not rise substantially above the price at which it can be redeemed. This also may be true prior to any redemption period. Potential investors should consider reinvestment risk in light of other investments available at that time. The Issuer may
be expected to redeem the Bonds when its cost of borrowing is lower than the interest rate on the Bonds. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the
interest rate on the Bonds being redeemed and may only be able to do so at a significantly lower rate.
The Issuer s obligations under the Bond
are unsecured and subordinated
Repayment by the Issuer of the Bond prior to the Senior Discharge Date (as defined in the Subordination Agreement) is
subject to the consent of the Senior Lender. Therefore, the Bondholders bear the risk that such consent is withheld or delayed which can result in non-payment by the Issuer of the Bond.
On a liquidation, dissolution or winding-up of, or analogous
proceedings over the Issuer by way of exercise of public authority all claims in respect of the Bond will rank pari passu without any preference among themselves, rank pari passu with other existing and future unsecured and unsubordinated financial
indebtedness of the Issuer, except that the Convertible Bonds would be subordinated to the Senior Bonds (as defined below) pursuant to the terms of the Intercreditor Deed (as defined below). The Bondholders shall be required to enter into an
accession undertaking substantially in the form of schedule 2 of the Intercreditor Deed pursuant to which such bondholder accedes to the Intercreditor Deed as a Subordinated Creditor (as defined in the Intercreditor Deed). If, on a winding-up of the Issuer, the assets of the Issuer are insufficient to enable the Issuer to repay the claims ranking senior to the Bonds in full, the Bondholders will lose their entire investment in the Bond. If
there are sufficient assets to enable the Issuer to pay the claims ranking senior to the Bonds in full but insufficient assets to enable it to pay claims in respect of its obligations in respect of the Bond, Bondholders will lose some (which may be
substantially all) of their investment in the Bond. The issue or guaranteeing of any securities or the incurrence of any other liabilities may reduce the amount (if any) recoverable by Bondholders during a
winding-up of the Issuer and may limit the Issuer s ability to meet its obligations under the Bond. Although the Bond may pay a higher rate of interest than comparable bonds which are not subordinated,
there is a significant risk that an investor in the Bond will lose all or some of his or her investment should a winding-up of the Issuer occur.
The Issuer and/or other member of the Group can incur additional debt.
The terms of the Bonds do not limit the amount of additional indebtedness that the Issuer and/or its subsidiaries can create, incur, assume or guarantee. The
Issuer and/or its subsidiaries may create, incur, assume or guarantee additional indebtedness, and, to the extent the Bonds permit, such debt may rank senior to the Bonds.
Bondholders anti-dilution protection may be limited.
The Conversion Price at which the Bonds may be converted into Shares will be adjusted only in the situations and to the extent provided in the Bonds. There is
no requirement that there must be an adjustment for every corporate or other event that may affect the value of the Conversion Rights. Events in respect of which no adjustment must be made may adversely affect the value of the Conversion Rights and
Bondholders have no protection against a falling Share price.
The Conversion Price at which the Bonds may be converted into Shares will not be subject to any downward adjustment if the market price of the Shares falls
below the market price by reference to which the Conversion Price will be set. Although the market price of the Issuer s shares may fluctuate there is the risk the market price of the Shares may never be higher than the Conversion Price during
the term of the Bonds, and Bondholders may never be able to convert the Bonds into Shares at a profit.
Upon conversion of the Bonds, Bondholders may
be subject to additional expenses or taxes.
Upon conversion of a Bond, expenses, taxes, stamp, issue, registration, documentary, transfer and other
duties may be due by the Bondholders.
Bondholders have no shareholder rights prior to exercising their Conversion Rights.
An investor in the Bonds is not a shareholder of the Issuer. No Bondholder (in his capacity as such) has any right to participate in shareholders

Frequently Asked Questions

What is the purpose of the Alvotech Convertible Bond?

The bond aims to attract new investors and enhance asset classification.

What market is the Alvotech bond listed on?

The bond is listed on the Nasdaq First North Growth Market Iceland.

When was the bond originally issued?

The bond was originally issued in December 2022.

Who can invest in the Alvotech bond?

Investors must be qualified, as the bond was initially offered privately.

What risks are associated with this investment?

Investing in the bond may involve higher risks than main market investments.

Last updated: Feb 7, 2023