Capital Four CLO VIII DAC: 02 November 2024

The assets securing the Notes will consist of a portfolio of primarily Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Capital Four CLO Management II K/S and, for certain regulatory purposes, Capital Four Management Fondsmæglerselskab A/S.

Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond (in each case, which is not a sub-participation of a sub-participation); it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a Structured Finance Security or a Synthetic Security; it is not a lease; other than in the case of a Corporate Rescue Loan, Uptier Priming Debt or an obligation being acquired in a Bankruptcy Exchange, for so long as any Rated Notes rated by S&P are outstanding, it has an S&P Rating of not lower than "CCC-" and, for so long as any Rated Notes rated by Fitch are outstanding, it has a Fitch Rating of not lower than "CCC-"; is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Step-Down Coupon Security; it is not a Project Finance Loan; it is an ESG Collateral Obligation; it is not a Letter of Credit.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €395mln, which is approximately 93% of the Target Par Amount.

The Notes (other than the Retention Notes purchased by the Retention Holder) are being offered by the Issuer through Morgan Stanley & Co. International plc in its capacity as placement agent of the offering of such Notes.

EU & UK Risk Retention: The Retention Holder (Capital Four CLO Management II K/S) will undertake to purchase and retain, for its own account and for so long as any Notes are outstanding, Subordinated Notes with a Principal Amount Outstanding as of the Issue Date equal to not less than 5% of the Collateral Principal Amount.

US Risk Retention: It should be assumed by each prospective investor that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the US Risk Retention Rules