UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2023
OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission File Number: 001-41431
(Exact name of Registrant as specified in its charter)
Not applicable (Translation of Registrant’s name into English) | England and Wales (Jurisdiction of incorporation or organization) | ||||
(Address of Principal Executive Offices)
Tel: +1 551 284 9479
ir@polestar.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”):
as amended (the “Exchange Act”):
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
The | ||||||||
The | ||||||||
The | ||||||||
Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: On December 31, 2023, the issuer had 467,976,748 Class A Shares (as defined in this Report) in the form of Class A ADSs (as defined in this Report) issued and outstanding, 1,642,233,575 Class B Shares (as defined in this Report) in the form of Class B ADSs (as defined in this Report) issued and outstanding, 20,499,965 Class C-1 Shares (as defined in this Report) in the form of Class C-1 ADSs (as defined in this Report) issued and outstanding and 4,500,000 Class C-2 Shares (as defined in this Report) in the form of Class C-2 ADSs (as defined in this Report) issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’ s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ☐ | Other ☐ | |||||||||||||
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
* Not for trading, but only in connection with the listing of the Class A American Depositary Shares on The Nasdaq Stock Market LLC. The Class A American Depositary Shares each represent one Class A Ordinary Share and are registered under the Securities Act
of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the Class A American Depositary Shares are exempt from the operation of Section 12(a) of the Exchange Act pursuant to Rule 12a-8 thereunder.
** Not for trading, but only in connection with the listing of the Class C-1 American Depositary Shares on The Nasdaq Stock Market LLC. The Class C-1 American Depositary Shares each represent one Class C Ordinary Share and are registered under the Securities Act pursuant to a separate Registration Statement on Form F-6. Accordingly, the Class C-1 American Depositary Shares are exempt from the operation of Section 12(a) of the Exchange Act pursuant to Rule 12a-8 thereunder.
Explanatory Note
Polestar Automotive Holding UK PLC (“Polestar”) is filing this Amendment No. 1 to its Annual Report on Form 20-F (this “Amendment No. 1”) to supplement our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as originally filed with the U.S. Securities and Exchange Commission on August 14, 2024 (the “Original Form 20-F”). This Amendment No. 1 is being filed solely to file certain exhibits that could not be included with the Original Form 20-F filing due to file size limitations.
The Original Form 20-F filing should be considered Part 1 and this Amendment No. 1 should be considered Part 2 of the Original Form 20-F. No other changes have been made to the Original Form 20-F. This Amendment No. 1 does not amend or otherwise update any other information in the Original Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 20-F.
ITEM 19. EXHIBITS
EXHIBIT INDEX
| Incorporated by Reference | |||||||||||||||||||||||
| Exhibit No. | Description | Schedule Form | Exhibit | Filing Date | |||||||||||||||||||
| 1.1 | 8-K** | 4.1, Exhibit A | June 27, 2022 | ||||||||||||||||||||
| 2.1 | F-6EF | (a) | August 26, 2022 | ||||||||||||||||||||
| 2.2 | F-4/A | 4.2 | May 23, 2022 | ||||||||||||||||||||
| 2.3 | 8-K** | 4.1, Exhibit B | June 27, 2022 | ||||||||||||||||||||
| 2.4 | F-4/A | 4.4 | May 23, 2022 | ||||||||||||||||||||
| 2.5 | 8-K** | 4.1, Exhibit B | June 27, 2022 | ||||||||||||||||||||
| 2.6 | F-4/A | 4.6 | May 23, 2022 | ||||||||||||||||||||
| 2.7 | F-4/A | 4.9 | May 23, 2022 | ||||||||||||||||||||
| 2.8 | F-4/A | 4.10 | May 23, 2022 | ||||||||||||||||||||
| 2.9 | F-4/A | 4.11 | May 23, 2022 | ||||||||||||||||||||
| 2.10 | 8-K** | 4.1 | June 27, 2022 | ||||||||||||||||||||
| 2.11 | 20-F | 2.11 | August 14, 2024 | ||||||||||||||||||||
| 4.1## | F-4/A | 2.1 | May 23, 2022 | ||||||||||||||||||||
| 4.2## | 8-K** | 2.1 | December 17, 2021 | ||||||||||||||||||||
| 4.3## | 8-K** | 2.1 | March 25, 2022 | ||||||||||||||||||||
| 4.4 | 8-K** | 2.1 | April 21, 2022 | ||||||||||||||||||||
| 4.5 | F-4/A | 10.1 | May 23, 2022 | ||||||||||||||||||||
| 4.6 | F-4/A | 10.4 | May 23, 2022 | ||||||||||||||||||||
| 4.7+ | F-4/A | 10.5 | May 23, 2022 | ||||||||||||||||||||
| 4.8+ | S-8 | 99.1 | August 29, 2022 | ||||||||||||||||||||
| 4.9+ | S-8 | 99.2 | August 29, 2022 | ||||||||||||||||||||
| 4.10 | F-4/A | 10.8 | May 23, 2022 | ||||||||||||||||||||
| 4.11† | F-4/A | 10.9 | May 23, 2022 | ||||||||||||||||||||
| 4.12† | F-4/A | 10.10 | May 23, 2022 | ||||||||||||||||||||
| 4.13 | F-4/A | 10.11 | May 23, 2022 | ||||||||||||||||||||
| 4.14† | F-4/A | 10.12 | May 23, 2022 | ||||||||||||||||||||
| 4.15† | F-4/A | 10.13 | May 23, 2022 | ||||||||||||||||||||
| 4.16† | F-4/A | 10.14 | May 23, 2022 | ||||||||||||||||||||
| 4.17† | F-4/A | 10.15 | May 23, 2022 | ||||||||||||||||||||
| 4.18† | F-4/A | 10.16 | May 23, 2022 | ||||||||||||||||||||
| 4.19† | F-4/A | 10.17 | May 23, 2022 | ||||||||||||||||||||
| 4.20† | F-4/A | 10.18 | May 23, 2022 | ||||||||||||||||||||
| 4.21† | F-4/A | 10.19 | May 23, 2022 | ||||||||||||||||||||
| 4.22† | F-4/A | 10.20 | May 23, 2022 | ||||||||||||||||||||
| 4.23† | F-4/A | 10.21 | May 23, 2022 | ||||||||||||||||||||
| 4.24† | F-4/A | 10.22 | May 23, 2022 | ||||||||||||||||||||
| 4.25† | F-4/A | 10.23 | May 23, 2022 | ||||||||||||||||||||
| 4.26† | F-4/A | 10.24 | May 23, 2022 | ||||||||||||||||||||
| 4.27† | F-4/A | 10.25 | May 23, 2022 | ||||||||||||||||||||
| 4.28† | F-4/A | 10.26 | May 23, 2022 | ||||||||||||||||||||
| 4.29† | F-4/A | 10.27 | May 23, 2022 | ||||||||||||||||||||
| 4.30† | F-4/A | 10.28 | May 23, 2022 | ||||||||||||||||||||
| 4.31† | F-4/A | 10.29 | May 23, 2022 | ||||||||||||||||||||
| 4.32† | F-4/A | 10.30 | May 23, 2022 | ||||||||||||||||||||
| 4.33† | F-4/A | 10.31 | May 23, 2022 | ||||||||||||||||||||
| 4.34† | F-4/A | 10.32 | May 23, 2022 | ||||||||||||||||||||
| 4.35† | F-4/A | 10.33 | May 23, 2022 | ||||||||||||||||||||
| 4.36† | F-4/A | 10.34 | May 23, 2022 | ||||||||||||||||||||
| 4.37† | F-4/A | 10.35 | May 23, 2022 | ||||||||||||||||||||
| 4.38† | F-4/A | 10.36 | May 23, 2022 | ||||||||||||||||||||
| 4.39† | F-4/A | 10.37 | May 23, 2022 | ||||||||||||||||||||
| 4.40† | F-4/A | 10.38 | May 23, 2022 | ||||||||||||||||||||
| 4.41† | F-4/A | 10.39 | May 23, 2022 | ||||||||||||||||||||
| 4.42† | F-4/A | 10.40 | May 23, 2022 | ||||||||||||||||||||
| 4.43† | F-4/A | 10.41 | May 23, 2022 | ||||||||||||||||||||
| 4.44† | F-4/A | 10.42 | May 23, 2022 | ||||||||||||||||||||
| 4.45† | F-4/A | 10.43 | May 23, 2022 | ||||||||||||||||||||
| 4.46† | F-4/A | 10.44 | May 23, 2022 | ||||||||||||||||||||
| 4.47† | F-4/A | 10.45 | May 23, 2022 | ||||||||||||||||||||
| 4.48† | F-4/A | 10.46 | May 23, 2022 | ||||||||||||||||||||
| 4.49† | F-4/A | 10.47 | May 23, 2022 | ||||||||||||||||||||
| 4.50† | F-4/A | 10.48 | May 23, 2022 | ||||||||||||||||||||
| 4.51† | F-4/A | 10.49 | May 23, 2022 | ||||||||||||||||||||
| 4.52† | F-4/A | 10.50 | May 23, 2022 | ||||||||||||||||||||
| 4.53† | F-4/A | 10.52 | May 23, 2022 | ||||||||||||||||||||
| 4.54† | F-4/A | 10.53 | May 23, 2022 | ||||||||||||||||||||
| 4.55† | F-4/A | 10.54 | May 23, 2022 | ||||||||||||||||||||
| 4.56† | F-4/A | 10.55 | May 23, 2022 | ||||||||||||||||||||
| 4.57† | F-4/A | 10.56 | May 23, 2022 | ||||||||||||||||||||
| 4.58† | F-4/A | 10.57 | May 23, 2022 | ||||||||||||||||||||
| 4.59† | F-4/A | 10.58 | May 23, 2022 | ||||||||||||||||||||
| 4.60† | F-4/A | 10.59 | May 23, 2022 | ||||||||||||||||||||
| 4.61† | F-4/A | 10.60 | May 23, 2022 | ||||||||||||||||||||
| 4.62† | F-4/A | 10.61 | May 23, 2022 | ||||||||||||||||||||
| 4.63† | F-4/A | 10.62 | May 23, 2022 | ||||||||||||||||||||
| 4.64† | F-4/A | 10.63 | May 23, 2022 | ||||||||||||||||||||
| 4.65† | F-4/A | 10.64 | May 23, 2022 | ||||||||||||||||||||
| 4.66† | F-4/A | 10.65 | May 23, 2022 | ||||||||||||||||||||
| 4.67† | F-4/A | 10.66 | May 23, 2022 | ||||||||||||||||||||
| 4.68† | F-4/A | 10.67 | May 23, 2022 | ||||||||||||||||||||
| 4.69† | F-4/A | 10.68 | May 23, 2022 | ||||||||||||||||||||
| 4.70† | F-4/A | 10.69 | May 23, 2022 | ||||||||||||||||||||
| 4.71† | F-4/A | 10.70 | May 23, 2022 | ||||||||||||||||||||
| 4.72+† | F-4/A | 10.71 | May 23, 2022 | ||||||||||||||||||||
| 4.73+† | F-4/A | 10.72 | May 23, 2022 | ||||||||||||||||||||
| 4.74+† | F-4/A | 10.73 | May 23, 2022 | ||||||||||||||||||||
| 4.75 | F-4/A | 10.74 | December 17, 2021 | ||||||||||||||||||||
| 4.76† | F-4/A | 10.76 | May 23, 2022 | ||||||||||||||||||||
| 4.77 | F-4/A | 10.77 | May 23, 2022 | ||||||||||||||||||||
| 4.78 | F-4/A | 10.78 | May 23, 2022 | ||||||||||||||||||||
| 4.79† | F-4/A | 10.79 | May 23, 2022 | ||||||||||||||||||||
| 4.80† | F-4/A | 10.80 | May 23, 2022 | ||||||||||||||||||||
| 4.81† | F-4/A | 10.81 | May 23, 2022 | ||||||||||||||||||||
| 4.82† | F-4/A | 10.82 | May 23, 2022 | ||||||||||||||||||||
| 4.83 | 8-K** | 10.2 | March 25, 2022 | ||||||||||||||||||||
| 4.84† | F-4/A | 10.85 | May 23, 2022 | ||||||||||||||||||||
| 4.85† | F-4/A | 10.86 | May 23, 2022 | ||||||||||||||||||||
| 4.86† | 20-F | 4.91 | June 29, 2022 | ||||||||||||||||||||
| 4.87† | 20-F | 4.92 | June 29, 2022 | ||||||||||||||||||||
| 4.88† | 20-F | 4.93 | June 29, 2022 | ||||||||||||||||||||
| 4.89† | 20-F | 4.94 | June 29, 2022 | ||||||||||||||||||||
| 4.90† | F-1/A | 10.91 | August 18, 2022 | ||||||||||||||||||||
| 4.91† | F-1/A | 10.92 | August 18, 2022 | ||||||||||||||||||||
| 4.92† | F-1/A | 10.95 | August 18, 2022 | ||||||||||||||||||||
| 4.93† | 20-F | 4.93 | April 14, 2023 | ||||||||||||||||||||
| 4.94† | 20-F | 4.94 | April 14, 2023 | ||||||||||||||||||||
| 4.95† | 20-F | 4.95 | April 14, 2023 | ||||||||||||||||||||
| 4.96† | 20-F | 4.96 | April 14, 2023 | ||||||||||||||||||||
| 4.97† | 20-F | 4.97 | April 14, 2023 | ||||||||||||||||||||
| 4.98† | 20-F | 4.98 | April 14, 2023 | ||||||||||||||||||||
| 4.99 | 6-K | 10.1 | November 3, 2022 | ||||||||||||||||||||
| 4.100† | 20-F | 4.100 | April 14, 2023 | ||||||||||||||||||||
| 4.101† | 20-F | 4.101 | April 14, 2023 | ||||||||||||||||||||
| 4.102† | 20-F | 4.102 | April 14, 2023 | ||||||||||||||||||||
| 4.103† | 20-F | 4.103 | August 14, 2024 | ||||||||||||||||||||
| 4.104† | 20-F | 4.104 | August 14, 2024 | ||||||||||||||||||||
| 4.105† | 20-F | 4.105 | August 14, 2024 | ||||||||||||||||||||
| 4.106† | 20-F | 4.106 | August 14, 2024 | ||||||||||||||||||||
| 4.107† | 20-F | 4.107 | August 14, 2024 | ||||||||||||||||||||
| 4.108† | 20-F | 4.108 | August 14, 2024 | ||||||||||||||||||||
| 4.109† | 20-F | 4.109 | August 14, 2024 | ||||||||||||||||||||
| 4.110† | 20-F | 4.110 | August 14, 2024 | ||||||||||||||||||||
| 4.111† | 20-F | 4.111 | August 14, 2024 | ||||||||||||||||||||
| 4.112† | 20-F | 4.112 | August 14, 2024 | ||||||||||||||||||||
| 4.113† | 20-F | 4.113 | August 14, 2024 | ||||||||||||||||||||
| 4.114† | 20-F | 4.114 | August 14, 2024 | ||||||||||||||||||||
| 4.115† | 20-F | 4.115 | August 14, 2024 | ||||||||||||||||||||
| 4.116† | 20-F | 4.116 | August 14, 2024 | ||||||||||||||||||||
| 4.117† | 20-F | 4.117 | August 14, 2024 | ||||||||||||||||||||
| 4.118† | 20-F | 4.118 | August 14, 2024 | ||||||||||||||||||||
| 4.119*† | |||||||||||||||||||||||
| 4.120*† | |||||||||||||||||||||||
| 4.121*† | |||||||||||||||||||||||
| 4.122*† | |||||||||||||||||||||||
| 4.123*† | |||||||||||||||||||||||
| 4.124*† | |||||||||||||||||||||||
| 4.125*† | |||||||||||||||||||||||
| 4.126*† | |||||||||||||||||||||||
| 4.127† | 20-F | 4.127 | August 14, 2024 | ||||||||||||||||||||
| 4.128† | 20-F | 4.128 | August 14, 2024 | ||||||||||||||||||||
| 4.129† | 20-F | 4.129 | August 14, 2024 | ||||||||||||||||||||
| 4.130† | 20-F | 4.131 | August 14, 2024 | ||||||||||||||||||||
| 4.131† | 20-F | 4.131 | August 14, 2024 | ||||||||||||||||||||
| 4.132*† | |||||||||||||||||||||||
| 4.133*† | |||||||||||||||||||||||
| 4.134*† | |||||||||||||||||||||||
| 4.135*† | |||||||||||||||||||||||
| 4.136*† | |||||||||||||||||||||||
| 4.137† | 20-F | 4.137 | August 14, 2024 | ||||||||||||||||||||
| 4.138† | 20-F | 4.138 | August 14, 2024 | ||||||||||||||||||||
| 4.139† | 20-F | 4.139 | August 14, 2024 | ||||||||||||||||||||
| 4.140† | 20-F | 4.14 | August 14, 2024 | ||||||||||||||||||||
| 4.141*† | |||||||||||||||||||||||
| 4.142† | 20-F | 4.142 | August 14, 2024 | ||||||||||||||||||||
| 4.143*† | |||||||||||||||||||||||
| 4.144† | 20-F | 4.143 | August 14, 2024 | ||||||||||||||||||||
| 4.145† | 20-F | 4.144 | August 14, 2024 | ||||||||||||||||||||
| 4.146† | 20-F | 4.146 | August 14, 2024 | ||||||||||||||||||||
| 4.147† | 20-F | 4.147 | August 14, 2024 | ||||||||||||||||||||
| 4.148† | 20-F | 4.148 | August 14, 2024 | ||||||||||||||||||||
| 4.149† | 20-F | 4.149 | August 14, 2024 | ||||||||||||||||||||
| 4.150† | 20-F | 4.150 | August 14, 2024 | ||||||||||||||||||||
| 4.151† | 20-F | 4.151 | August 14, 2024 | ||||||||||||||||||||
| 4.152† | 20-F | 4.152 | August 14, 2024 | ||||||||||||||||||||
| 4.153† | 20-F | 4.153 | August 14, 2024 | ||||||||||||||||||||
| 4.154† | 20-F | 4.154 | August 14, 2024 | ||||||||||||||||||||
| 4.155† | 20-F | 4.155 | August 14, 2024 | ||||||||||||||||||||
| 4.156*† | |||||||||||||||||||||||
| 4.157*† | |||||||||||||||||||||||
| 4.158*† | |||||||||||||||||||||||
| 4.159*† | |||||||||||||||||||||||
| 4.160 | 6-K | 10.1 | November 8, 2023 | ||||||||||||||||||||
| 4.161 | 6-K | 10.2 | November 8, 2023 | ||||||||||||||||||||
| 4.162 | 6-K | 99.2 | June 20, 2023 | ||||||||||||||||||||
| 4.163 | 6-K | 99.3 | June 20, 2023 | ||||||||||||||||||||
| 4.164† | 20-F | 4.164 | August 14, 2024 | ||||||||||||||||||||
| 4.165 | 6-K | 10.1 | February 28, 2024 | ||||||||||||||||||||
| 4.166*† | |||||||||||||||||||||||
| 4.167*† | |||||||||||||||||||||||
| 4.168*† | |||||||||||||||||||||||
| 4.169*† | |||||||||||||||||||||||
| 4.170*† | |||||||||||||||||||||||
| 4.171*† | |||||||||||||||||||||||
| 4.172† | 20-F | 4.172 | August 14, 2024 | ||||||||||||||||||||
| 4.173† | 20-F | 4.173 | August 14, 2024 | ||||||||||||||||||||
| 8.1 | 20-F | 8.1 | August 14, 2024 | ||||||||||||||||||||
| 12.1 | 20-F | 12.1 | August 14, 2024 | ||||||||||||||||||||
| 12.2 | 20-F | 12.2 | August 14, 2024 | ||||||||||||||||||||
| 13.1 | 20-F | 13.1 | August 14, 2024 | ||||||||||||||||||||
| 13.2 | 20-F | 13.2 | August 14, 2024 | ||||||||||||||||||||
| 15.1 | 20-F | 15.1 | August 14, 2024 | ||||||||||||||||||||
| 97.1 | 20-F | 97.1 | August 14, 2024 | ||||||||||||||||||||
| 101. INS* | Inline XBRL Instance Document. | ||||||||||||||||||||||
| 101. SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||||||||||||||
| 101. CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||||||||||||||
| 101. DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||||||||||||||
| 101. LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||||||||||||||
| 101. PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||||||||||||||
| 104* | Cover Page Interactive Data Filed (embedded within the Inline XBRL document). | ||||||||||||||||||||||
* Filed herewith.
** Form 8-K was originally filed by Gores Guggenheim, Inc., which became a subsidiary of Polestar in connection with the Business Combination.
*** Furnished herewith.
+ Indicates management contract or compensatory plan.
† Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
## Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
August 15, 2024
| POLESTAR AUTOMOTIVE HOLDING UK PLC | |||||
| By: | /s/ Thomas Ingenlath | ||||
| Name: | Thomas Ingenlath | ||||
| Title: | Chief Executive Officer | ||||
| By: | /s/ Per Ansgar | ||||
| Name: | Per Ansgar | ||||
| Title: | Chief Financial Officer | ||||
PS23-113 (Amendment to PS22-016) Amendment Agreement Template v20190325 Internal Information - Polestar Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT AGREEMENT NO. 1 This Amendment Agreement No. 1 to the Change Management Agreement PS22-016 (“Amendment”) is between Volvo Car Corporation, Reg. No. 556074-3089, a limited liability company incorporated under the laws of Sweden (“Volvo Cars”); and Polestar Performance AB, Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden (“Polestar”). Each of Volvo Cars and Polestar is hereinafter referred to as a “Party” and jointly as the “Parties”. BACKGROUND A. The Parties have entered into a Change Management Agreement for [***], PS22-016, dated 31 December 2022 (the “Agreement”). B. The Parties now wish to amend the Agreement to the extent set out below. C. Now, therefore, the Parties agree as follows: 1. SCOPE OF AMENDMENT 1.1 The Agreement will be deemed amended to the extent herein provided and will, except as specifically amended, continue in full force and effect in accordance with its original terms. In case of any discrepancy between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall prevail. Any definitions used in this Amendment shall, unless otherwise is stated herein, have the respective meanings set forth in the Agreement. 1.2 The amendments to the provisions in the Agreement as stated in Section 2 below, such provisions highlighted for ease of reference in bold italics, shall come into force on 1 January 2023. 2. AMENDMENTS 2.1 The definition of ‘’Change Management’’ in Section 1 in Appendix 2 shall be replaced in its entirety as follows: “Change Management” means changes, maintenance and development of Volvo Technology, PS Unique Volvo Technology, Volvo Supplier License Technology, Common Polestar Technology, Polestar Technology or Polestar Supplier License Technology (including changes, maintenance and development of, and services performed in relation to, manufacturing and engineering, logistics, procurement, current quality, and/or other relevant areas, provided such is necessary for the correct implementation of the changes, maintenance and development of Volvo Technology, PS Unique Technology, Volvo Supplier License Technology, Common Polestar Technology, Polestar Technology or Polestar Supplier License Technology), to be performed [***] in relation to the Polestar PS23-113 (Amendment to PS22-016) Amendment Agreement Template v20190325 Internal Information - Polestar Vehicle. Such changes, maintenance and development consist of Quality Changes and Ratio Changes having an effect on Volvo Technology, PS Unique Volvo Technology, Volvo Supplier License Technology, Common Polestar Technology, Polestar Technology or Polestar Supplier License Technology and by which such changes, maintenance and development results shall become the CM Results. In the case of software, this also captures changes, maintenance and development which are considered to be Functional Growth, but only in so far as they are executed in accordance with the terms of this CM Agreement. 2.2 Appendix 4 to the Agreement (Fee and Payment Terms) shall be replaced in its entirety by a new Appendix 4 attached to this Amendment. 3. GENERAL PROVISIONS 3.1 This Amendment is and should be regarded and interpreted as an amendment to the Agreement. The validity of this Amendment is therefore dependent upon the validity of the Agreement. 3.2 No amendment of this Amendment will be effective unless it is in writing and signed by both Parties. A waiver of any default is not a waiver of any later default and will not affect the validity of this Amendment. 3.3 Sections 16 and 17 of the Agreement shall apply to this Amendment as well. 3.4 The Parties may execute this Amendment in counterparts, including electronic copies, which taken together will constitute one instrument. VOLVO CAR CORPORATION POLESTAR PERFORMANCE AB By: /s/ Helen Hu By: /s/ Jonas Engström Printed Name: Helen Hu Printed Name: Jonas Engström Title: General Counsel Title: Head of Operstions Date: July 3, 2024 Date: July 10, 2024 By: /s/ Johan Ekdahl By: /s/ Anna Rudensjö Printed Name: Johan Ekdahl Printed Name: Anna Rudensjö Title: CFO Title: General Counsel Date: July 4, 2024 Date: July 10, 2024 PS23-113 (Amendment NO 1 to PS22-016) Page 1 / 2 AMENDMENT NO 1 CHANGE MANAGEMENT AGREEMENT, APPENDIX 4 FEE AND PAYMENT TERMS 1. GENERAL This appendix determines the Fee and payment terms for the deliveries under this CM Agreement. 2. DEFINITIONS 2.1 Any capitalized terms used but not specifically defined herein shall have the meanings set out for such terms in this CM Agreement. In addition, the capitalized terms set out below in this Section 2 shall for the purposes of this Appendix 4 have the meanings described herein. All capitalized terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 2.2 “Actual Development Cost” means the total actual cost incurred when performing the Change Management activities under this CM Agreement, excluding all cost covered by the PS2 MY Program Agreements, calculated according to what is set forth in Section 3.1 below. 2.3 “Common Current Quality” means the quality activities, such as investigations and root cause analyses and interim containments for end customer quality issues caused by product design related to Common Change Management. The Common Current Quality (CCQ) activities are carried out by the relevant unit/department team within engineering until the root cause analysis phase is ready. No implementation of the Change is handled by Current Quality teams. 2.4 “Unique Current Quality” means the quality activities, such as investigations and root cause analyses and interim containments for end customer quality issues caused by product design related to Unique Change Management. The Current Unique Quality activities are carried out by the relevant unit/department team within engineering until the root cause analysis phase is ready. No implementation of the Change is handled by Current Quality teams. 2.5 [***] 2.6 “Volume Take Rate Software” means the percentage share, calculated according to what is set-forth in Section 4.2.2 or 4.2.3 below, used for the purpose of calculating the Fee for Common Change Management relating to hardware under this CM Agreement. Agreement No.: PS23-113 3. GENERAL 3.1 The Actual Development Cost for the purpose of calculating the Fee under this CM Agreement shall be calculated on a time and material basis applying arm´s length hourly rates using the cost-plus method, i.e. full cost incurred plus an arm´s length mark-up. The hourly rates should be reviewed and updated on an annual basis to be in compliance with applicable tax legislation, including but not limited to the principle of “arm’s length distance” between the Parties. 4. PRINCIPLES FOR DETERMINING THE FEE 4.1 [***] 5. ACTUAL FEES 5.1 [***] 6. PAYMENT 6.1 The Fee under this CM Agreement is based on the total costs for all Change Management activities performed in accordance with the principles as set out in Section 4 above (i.e. the costs for each executed and approved Change Management is not invoiced separately). 6.2 The Actual Development Cost shall be invoiced on [***] days after receipt of such invoice, provided all necessary permits from authorities, as applicable, has been received. 6.3 All amounts and payments referred to in this CM Agreement shall be paid in SEK. 6.4 The Party issuing the invoice is responsible for charging and declaring sales tax/VAT or other taxes as follow from applicable law. Any applicable sales tax/VAT on the agreed price will be included in the invoices and paid by Polestar. All amounts referred to in this CM Agreement are exclusive of VAT. 6.5 If the Party issuing the invoice is obligated to collect or pay taxes, such taxes shall be invoiced to the other Party, unless the other Party provides a valid tax exemption certificate authorized by the appropriate tax authority. If the Party receiving an invoice is required by law to withhold any taxes from its payments, such Party must provide an official tax receipt or other appropriate documentation to support this withholding. 6.6 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid, and the interest shall be based on [***]. 6.7 Any paid portion of the Fee is non-refundable, with the exceptions set out in this CM Agreement.
Agreement number.: GEE24-017 Amendment No.1 to the [***] Spare Parts Supply Temporary Agreement This Amendment to [***] Spare Parts Supply Temporary Agreement (the "Amendment ") is signed by the following parties: （1） Lynk & Co Automobile Sales Co., Ltd., Reg. No. 91330201MA284H3EX4, a limited liability company incorporated under the laws of the People’s Republic of China (“Lynk & Co” or the “Supplier”), And, （2） Polestar Performance AB, a limited liability company incorporated in Sweden under company registration number 556653-3096 (“Polestar” or the “Buyer”), The Parties are each hereinafter referred to as a "Party" and collectively as the "Parties". Whereas： The Parties have entered the [***] Spare Parts Supply Temporary Agreement effective from December 14th, 2023, for the supply of [***] Spare Parts by Lynk & Co (“[***] Temporary Agreement”) to the Designated Buyer (as defined in [***] Temporary Agreement). Under [***] Temporary Agreement, the Parties expressed the intention to sign the definitive agreement for the supply of [***] Spare Parts on or before 31st of March 2024. The Parties have agreed that while pursuing the negotiation of said definitive agreement, the Parties need to maintain a contractual framework for the supply of [***] Spare Parts in the meantime. Under this consideration, the Parties have agreed to prolong [***] Temporary Agreement [***], by way of this Amendment. This Amendment is assorted with a three-party commitment letter, between Lynk & Co, Polestar and Volvo Car Distribution (Shanghai) Co., Ltd., Reg. No. 91310000717883402X, a limited liability company incorporated under the laws of the People’s Republic of China, which while [***] Temporary Agreement in prolongated, will be accordingly prolongated. The Parties consequently agree as follows: Agreement number.: GEE24-017 1. Amendment The Parties have agreed to amend [***] Temporary Agreement as hereby stated: Clause 7.2 of the [***] Temporary Agreement shall be deleted in its entirety and be replaced by the following clause: “The Parties intends to sign the definitive agreement for the supply of [***]. ” 2. Miscellaneous This Amendment shall become effective from April 1st, 2024, upon formal signature of this Agreement by the legal representatives or authorized representatives of both Parties. Notwithstanding the foregoing, this Agreement shall not take effect until the Commitment Letter prolongated accordingly (as defined below) is entered into by Volvo, Polestar and Lynk & Co. The [***] Temporary Agreement as mended by this Amendment cover the period until the Parties sign a definitive agreement [***]. This Amendment shall constitute an integral part of the [***] Temporary Agreement. Except as expressly amended in this Amendment, the other provisions of [***] Temporary Agreement shall remain unaffected and in full force. The Parties may execute this Amendment in three (3) counterparts which taken together will constitute one instrument. Lynk & Co Automobile Sales Co., Ltd. By: /s/ HaiJun Shen By: Printed Name: HaiJun Shen Printed Name: Title: Vice President Title: Date : 8 April, 2024 Date : Polestar Performance AB By: /s/ Jonas Engström By: /s/ Ola Sjölander Printed Name: Jonas Engström Printed Name: Ola Sjölander Agreement number.: GEE24-017 Title: Head of Operations Title: Commercial Controller Date : 2 April, 2024 Date : 8 April, 2024
Agreement no.: GEE24-033 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT AGREEMENT This Amendment Agreement No. 1 to the GEE23-022 Three Parties Agreement (“Amendment”) is made on July 16, 2024 (the “Effective Date”) between Polestar Performance AB (“Polestar”), Ningbo Geely Automobile Research & Development Co., Ltd (“GRI”) and Polestar Times Technology (Nanjing) Co., Ltd. (Previous name “Polestar Technology (Zhongshan) Co., Ltd. ”) (“Polestar JV”). Each of Polestar, GRI and Polestar JV is hereinafter referred to as a “Party” and jointly as the “Parties”. BACKGROUND A. The Parties have entered into a Three Parties Agreement (Agreement no.: GEE23-022) on November 30, 2023 (the “Agreement”) which is an amendment of the Service Agreement P410 Vehicle Development (Agreement no.: GEE21-012) entered into between GRI and Polestar on December 28, 2021. B. The Parties now wish to amend the Agreement to the extent set out below. C. Now, therefore, the Parties agree as follows: 1. SCOPE OF AMENDMENT The Agreement will be deemed amended to the extent herein provided and will, except as specifically amended, continue in full force and effect in accordance with its original terms. In case of any discrepancy between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall prevail. All other terms of the Agreement shall remain unchanged and remain in effect. Any definitions used in this Amendment shall, unless otherwise is stated herein, have the respective meanings set forth in the Agreement. The amendments to the provisions in the Agreement as stated in Section 2 below, such provisions highlighted for ease of reference in bold italics, shall come into force on July 16, 2024. 2. AMENDMENTS Section 2.5.2 of the Agreement shall be amended and restated in its entirety as follows: [***] [***]. Appendix 3 to the Agreement shall be replaced entirety by the chart below. [***] Agreement no.: GEE24-033 3. GENERAL PROVISIONS This Amendment is and should be regarded and interpreted as an amendment to the Agreement. The validity of this Amendment is therefore dependent upon the validity of the Agreement. No amendment of this Amendment will be effective unless it is in writing and signed by all Parties. A waiver of any default is not a waiver of any later default and will not affect the validity of this Amendment. ______________________________ [SIGNATURE PAGE FOLLOWS] Agreement no.: GEE24-033 The Agreement has been entered into in four (4) original copies, of which GRI received two (2) originals, Polestar received one (1) original and Polestar JV received one (1) original. NINGBO GEELY AUTOMOBILE RESEARCH AND DEVELOPMENT CO., LTD. By:_/s/ Tong Zhiyuan_______________________ Printed Name:_ Tong Zhiyuan_________________ Title:__VP______________________________ _ POLESTAR PERFORMANCE AB By: /s/ Jonas Engström By: /s/ Anna Rudensjö Printed Name: Jonas Engström Printed Name: Anna Rudensjö Title: Head of Operations Title: General Counsel POLESTAR TIMES TECHNOLOGY (NANJING) CO., LTD., (极星时代科技（南京）有限公司) By:/s/ Shen Ziyu________________________ Printed Name: Shen Ziyu Title:_CEO____________________________
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Agreement no.: GEE24-024 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Amendment No.2 to the [***] Spare Parts Supply Temporary Agreement This Amendment No.2 to [***] Spare Parts Supply Temporary Agreement (the "Second Amendment ") is signed by the following parties: （1） Lynk & Co Automobile Sales Co., Ltd., Reg. No. 91330201MA284H3EX4, a limited liability company incorporated under the laws of the People’s Republic of China (“Lynk & Co” or the “Supplier”), And, （2） Polestar Performance AB, a limited liability company incorporated in Sweden under company registration number 556653-3096 (“Polestar” or the “Buyer”), The Supplier and the Buyer are each hereinafter referred to as a "Party" and collectively as the "Parties". Whereas： The Parties have entered the [***] Spare Parts Supply Temporary Agreement effective from December 14th, 2023, for the supply of [***] Spare Parts by Lynk & Co (“[***] Temporary Agreement”) to the Designated Buyer (as defined in [***] Temporary Agreement) Under [***] Temporary Agreement, the Parties expressed the intention to sign the definitive agreement for the supply of [***] Spare Parts [***]. The Parties have agreed that while pursuing the negotiation of said definitive agreement, they need to maintain a contractual framework for the supply of [***] Spare Parts in the meantime. Under this consideration, the Parties have agreed to prolong [***] Temporary Agreement until, and no later than, [***], by way of the Amendment No.1 to the [***] Spare Parts Supply Temporary Agreement (the “First Amendment”). The Parties now wish to further extend the [***] Temporary Agreement by way of this Second Amendment. Agreement no.: GEE24-024 This Second Amendment is assorted with a three-party commitment letter between Lynk & Co, Polestar and the Designated Buyer, which while [***] Temporary Agreement in prolongated, will be accordingly prolongated. The Parties consequently agree as follows: 1. Amendment Section 7.2 of the [***] Temporary Agreement shall be deleted in its entirety and be replaced by the following section: “7.2 [***]. 2. Miscellaneous This Second Amendment shall become effective from April 30, 2024, upon formal signature of this Second Amendment by the legal representatives or authorized representatives of both Parties. Notwithstanding the foregoing, this Agreement shall not take effect until the Commitment Letter prolongated accordingly (as defined below) is entered into by Volvo, Polestar and Lynk & Co. The [***] Temporary Agreement as amended by the First Amendment and this Second Amendment cover the period until the Parties sign a definitive agreement [***]. This Second Amendment shall constitute an integral part of the [***] Temporary Agreement. Except as expressly amended in this Amendment, the other provisions of [***] Temporary Agreement shall remain unaffected and in full force. The Parties may execute this Second Amendment in three (3) counterparts which taken together will constitute one instrument. Lynk & Co Automobile Sales Co., Ltd. By: /s/ HaiJun Shen By: Printed Name: HaiJun Shen Printed Name: Title: Vice President Title: Date : May 7, 2024 Date : Agreement no.: GEE24-024 Polestar Performance AB By: /s/ Jonas Engström By: /s/ Anna Rudensjö Printed Name: Jonas Engström Printed Name: Anna Rudensjö Title: Head of Operations Title: General Counsel Date : May 7, 2024 Date : May 7, 2024
Agreement no.: GEE23-045 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. VP, TT AND PP VEHICLE SUPPLY AGREEMENT POLESTAR AUTOMOTIVE CHINA DISTRIBUTION Co., Ltd. and Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd. and Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory Regarding Sale of [***] VP, TT and PP Vehicles for marketing activities Agreement no.: GEE23-045 2 TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 4 2. AGREEMENT ......................................................................................................................... 5 3. VP, TT AND PP VEHICLE ORDER AND SUPPLY ............................................................. 6 4. PRICES AND PAYMENT TERMS ........................................................................................ 6 5. INTELLECTUAL PROPERTY RIGHTS ............................................................................... 6 6. TERM AND TERMINATION ................................................................................................ 7 7. COMPLIANCE ........................................................................................................................ 8 8. NOTICES ................................................................................................................................. 8 LIST OF SCHEDULES TO THIS TT AND PP VEHICLE SUPPLY AGREEMENT Appendix 1 List of VP, TT and PP Vehicles, Price and delivery term Appendix 2 General Terms and Conditions Agreement no.: GEE23-045 3 This TT AND PP VEHICLE SUPPLY AGREEMENT (this “Agreement”) is dated [ ] and made between: (1) Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., Reg. No. 91330201MA2CHD0427, a limited liability company incorporated under the laws of People's Republic of China (“Plant”); and (2) Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory, Reg. No. 913302015638837911, a limited liability company incorporated under the laws of People's Republic of China (the “Catalogue Company”). (3) Polestar Automotive China Distribution Co., Ltd., Reg. No. 91510112MA6D05KT88, a limited liability company incorporated under the laws of PRC (the “Buyer” or “POLESTAR”). The Plant and Catalogue Company are referred to individually and collectively as the “Seller”, unless otherwise specifically used or referred to hereunder. The Plant and the Catalogue Company are referred to individually and collectively as a “Party” on the one hand (save that the specific entity should be determined based on the context hereunder) and the Buyer as a “Party” on the other hand, and jointly as the “Parties”. BACKGROUND A. The Seller is a company within the Geely group engaged in sales and distribution of Geely branded vehicles and components, spare parts and accessories thereto. B. The Buyer is a company within the Polestar group engaged in the product development, design, manufacturing, sales and distribution of Buyer branded vehicles. C. The Buyer has outsourced the development and manufacturing of its new [***] vehicle to Affiliates of the Seller. D. The Buyer now wishes to buy VP, TT and PP Vehicles (as defined below) from the Seller for the use [***]activities. The Seller has agreed to, subject to the Buyer’s Order to sell and supply such VP, TT and PP Vehicles to the Buyer and the Buyer has agreed to buy such VP, TT and PP Vehicles on the terms set out in this Agreement. E. The Seller is fully responsible for this Agreement and the Buyer’s single point of contact in delivery of the VP, TT and PP Vehicles including any preparation activities performed by Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory or other entity as agreed between by the Parties. F. As a general principle, the Parties agree that transactions between all relevant entities involved shall be conducted on arm’s length terms. G. In light of the foregoing, the Parties have agreed to execute this Agreement. Agreement no.: GEE23-045 4 1. DEFINITIONS 1.1 “Affiliate” means (a) For Seller, any other legal entity that, directly or indirectly, is controlled by or is under common control with Zhejiang Geely Holding Group Co., Ltd., however excluding Buyer, and Buyer’s Affiliates; and (b) For Buyer, any legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC. “control” for this purpose means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. “Agreement” means this main document together with all of its Appendices and their schedules as amended from time to time. “General Terms” means the general terms and conditions applicable to the supply and purchase of the VP, TT and PP Vehicles under this Agreement set forth in Appendix 2. “GRI” means Ningbo Geely Automobile Research & Development Co., Ltd, Reg. No. 91330201066600025F, a limited liability company incorporated under the laws of the People’s Republic of China. “Individual Terms” means this main document of this Agreement. “PP Vehicles” means vehicles built during pilot production phase and the products set forth in Appendix 1, and together with TT Vehicles, collectively referred to as “TT and PP Vehicles”. “Prices” means the individual unit price of each TT and PP Vehicle as further set out in Appendix 1. “Project” means the [***] project which includes inter alia development (including licenses), manufacturing, and certain aftermarket services and change management of the vehicles by Geely Auto Group Co. Ltd. and its Affiliates. “Purchase Order” shall have the meaning ascribed to it in the General Terms. “Steering Committee” means the first level of governance forum for handling the co- operation between the Parties regarding [***] project in various matters, under this Agreement which regarding cooperation between the Parties is the so called Geely and Polestar 417 Steering Committee. “Strategic Board” means the highest level governance forum established by the Parties for handling the cooperation between the Parties regarding [***] project in respect of various matters. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement.
Agreement no.: GEE23-045 5 “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against third parties. “TT Vehicles” means vehicles built during test trial phase and the products set forth in Appendix 1, and collectively with PP Vehicles, referred to as “VP, TT and PP Vehicles”. “VP Vehicles” means vehicles built during verification prototype phase and the products set forth in Appendix 1, and collectively with PP and TT Vehicles, referred to as “VP, TT and PP Vehicles”. 2. AGREEMENT 2.1 General 2.1.1 The Individual Terms of this Agreement sets out the specific terms that shall apply to the supply of the TT and PP Vehicles to the Buyer. 2.1.2 In the event there are any contradictions or inconsistencies between the terms of these Individual Terms and its schedules, the Parties agree that they shall prevail in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: (a) These Individual Terms (b) Appendix 1 - List of VP, PP and TT Vehicles, Price and delivery term (c) Appendix 2 - General Terms and Conditions 2.2 Scope 2.2.1 The Parties have agreed upon the VP, TT and PP Vehicles as set forth in the Appendix 1 that the Seller shall supply to the Buyer under this Agreement. The Parties may, through mutual written agreement, add or remove VP, TT and PP Vehicles to/from Appendix 1 from time to time as a going concern. Any such additional VP, TT and PP Vehicles shall thereafter be covered by this Agreement and considered as VP, TT and PP Vehicles. 2.3 Seller’s Obligations 2.3.1 Seller shall provide the VP, TT and PP Vehicles complying with the following provisions of this Clause 2.3, and will, through other companies within Geely Group, arrange for the actual manufacturing and quality assurance of the VP, TT and PP Vehicles. 2.3.2 Quality level requirements for each series. VP Vehicles [***] Agreement no.: GEE23-045 6 TT Vehicles [***]PP Vehicles 2.3.3 [***]Seller shall provide necessary documents that the Seller can provide needed relating to any VP, TT and PP Vehicles being exported including proforma invoice and support with documents with special requirements per Market for example NUFT documentation for Australia. “Markets” shall mean the markets listed in the Appendix 1.09 of Development Service Agreement entered into by Ningbo Geely Automobile Research & Development Co., Ltd and Polestar Performance AB (contract number: GEE21-012). The VP, TT and PP Vehicles supplied by Seller shall only be sold, exported, re-exported, transferred, assigned, and transported in “Markets”. 2.3.4 The Seller shall also provide documents required by China mandatory laws including but not limited to dangerous goods, battery certification, product specification. 3. VP, TT AND PP VEHICLE ORDER AND SUPPLY Subject to Purchase Orders being placed by Buyer, the Seller agrees to sell and supply to the Buyer, and the Buyer agrees to purchase from the Seller, the VP, TT and PP Vehicles in accordance with the terms of this Agreement and, in particular, the Appendix 1. 4. PRICES AND PAYMENT TERMS 4.1 The Prices and payment terms for the VP, TT and PP Vehicles purchased under this Agreement will be determined on "arm´s length terms" applying the cost plus method and is set forth in or determined as set forth in Appendix 1. 4.2 Seller will invoice Buyer when the TT and PP Vehicle has been delivered in accordance with Section 2, Appendix 1. Invoices may be generated electronically. However, Buyer may request hard-copy summary invoices that summarises total batches of individual invoices over a specified period, in order to satisfy VAT and customs reporting requirements. 4.3 Payment of all invoiced amounts will be in CNY. The payment shall be made at the latest [***] days after the invoice date. 4.4 All amounts and payments referred to in this Agreement are exclusive of VAT only. VAT is chargeable on all invoiced amounts only when required by local law and shall be borne by the Buyer. Buyer may appoint an Affiliate or Third Party to handle the requisite VAT registration and recovery. 4.5 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on [***]. 4.6 If Seller, pursuant to the General Terms, appoints its Affiliates and/or subcontractors to perform its obligations under this Agreement, Seller shall include the costs relating to such work in the invoices to Buyer. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 Ownership of existing Intellectual Property Rights. Agreement no.: GEE23-045 7 5.1.1 Nothing in this Agreement shall be deemed to constitute an assignment of, or license to use, any Trademarks of the other Party. 5.1.2 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed as to give the other Party any rights, including but not limited to any license rights (express or implied), to any intellectual property rights, except as expressly stated herein. 5.2 Use of brand name. 5.2.1 For the avoidance of doubt, this Agreement shall in no way be construed as to give any of the Parties any right whatsoever to use any registered or unregistered trademarks or brand names owned or licensed by another Party or its Affiliates, except in the manner and to the extent set forth in this Agreement or expressly consented to in writing by that other Party. 5.2.2 For the sake of clarity, it is especially noted that this Agreement does not include any right for Geely or its Affiliates to use the “Polestar” brand name, or Trademarks, or refer to “Polestar” in communications or official documents of whatever kind. This means that this Agreement does not include any rights for Geely or its Affiliates to directly or indirectly use the “Polestar” brand name or “Polestar” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 5.2.3 Correspondingly, it is especially noted that this Agreement does not include any right for Polestar or its Affiliates to use the “Geely” brand name or Trademarks, or refer to “Geely” in communications or official documents of whatever kind. This means that this Agreement does not include any rights for Polestar or its Affiliates to directly or indirectly use the “Geely” brand name or “Geely” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 5.3 Trademarks on VP, TT and PP Vehicles 5.3.1 Notwithstanding the above, the Seller is hereby granted the right to use the Buyer’s Trademarks but solely to apply such Trademark on the VP, TT and PP Vehicles in accordance with the instructions provided by the Buyer. 5.3.2 Any other use of the Buyer’s Trademark, including on the VP, TT and PP Vehicles, is subject to the Parties entering into a trademark license agreement. 6. TERM AND TERMINATION 6.1 Each Party agree that regardless of the actual dates on which both parties sign this Agreement, this Agreement shall become retroactively effective as of April 2023 (the “Effective Date”) and shall remain in force unless terminated in accordance with this Section 6. Both Parties acknowledge and agree that the VP, TT and PP Vehicles shall only be supplied by the Seller to the Buyer during certain corresponding phases of the corresponding models in accordance with the development milestones. 6.2 Either Party shall be entitled to terminate this Agreement with immediate effect in the event: (a) the other Party commits a material breach of the terms of this Agreement (including the Buyer failing to pay the Prices without any legal or contractual ground), which has Agreement no.: GEE23-045 8 not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); or (b) if the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 6.3 Buyer shall in addition be entitled to terminate the Agreement for convenience upon sixty (60) days´ written notice to the Seller. 6.4 Should the Buyer terminate this Agreement without any legal or contractual ground, the Buyer shall reimburse the Seller for any actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate. 6.5 After expiry or termination of this Agreement (except for situations where the Seller has terminated this Agreement due to material breach by the Buyer), the Seller shall continue to supply the PP and TT Vehicles to the Buyer in accordance with the terms of this Agreement, but only to the extent required to fulfil any Purchase Orders and call-offs executed prior to the termination of this Agreement. 6.6 After expiry or termination of this Agreement, the Buyer shall continue to, in accordance with the terms of this Agreement, fulfill its payment obligations of such Purchase Orders and call- offs executed prior to the termination of this Agreement. 7. COMPLIANCE 7.1 Section 21 (Compliance with Laws) under the [***] Manufacturing and Vehicle Supply Agreement (Domestic) entered into among Polestar Automotive China Distribution Co. Ltd., Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory (agreement no.: GEE23-015) shall be deemed as restated herein and be applicable to this Agreement, mutatis mutandis." 8. NOTICES All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement shall be sent to following addresses and shall otherwise be sent in accordance with the terms in the Terms: (a) To Seller: Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd. Attention: [***] No. 688, Binhai 6th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province Telephone: [***] Email: [***] With a copy not constituting notice to: Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory Attention: [***] No. 688, Binhai 6th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province Telephone: [***]
Agreement no.: GEE23-045 9 Email: [***] (b) To Buyer: Polestar Performance AB Attention: [***] Polestar HQ, Assar Gabrielssons Väg 9, 418 78 Göteborg Sweden Email: [***] With a copy to: Polestar Performance AB Assar Gabrielssons väg 9 418 78 Göteborg Sweden Attention: [***] ______________________________ [SIGNATURE PAGE FOLLOWS] Agreement no.: GEE23-045 10 This Agreement has been signed in seven (7) originals, of which the Seller have received six and the Buyer have received one. POLESTAR AUTOMOTIVE CHINA NINGBO HANGZHOU BAY GEELY AUTOMOTIVE DISTRIBUTION CO. LTD. PARTS CO., LTD. By: /s/ Ellie Wu By: /s/ Zhao Chaolin Printed Name: Ellie Wu Printed Name: Zhao Chaolin Title: General Manager Title: General Manager Date: 24.1.31 Date: 24.2.1 By: By: Printed Name: Printed Name: Title: Title: Date: Date: ZHEJIANG GEELY AUTOMOBILE CO., LTD. NINGBO HANGZHOU BAY FACTORY By: /s/ Zhao Chaolin Printed Name: Zhao Chaolin Title: General Manager Date: 24.2.1 By: Printed Name: Title: Date: Agreement no.: GEE23-045 APPENDIX 1 – List of VP, PP and TT Vehicles [***] Agreement No.: GEE23-045 APPENDIX 2 - GENERAL TERMS AND CONDITIONS For the supply and purchase of VP, TT and PP Vehicles TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 1 2. TT AND PP VEHICLE SUPPLY ............................................................................................ 2 3. PURCHASE ORDERS AND VOLUMES .............................................................................. 2 4. MANUFACTURING ............................................................................................................... 3 5. DELIVERY, LOGISTICS, TITLE AND RISK ...................................................................... 3 6. QUALITY ................................................................................................................................ 3 7. DEFECTS, MISBUILDS AND RIGHT TO REJECT............................................................. 3 8. WARRANTY........................................................................................................................... 4 9. INTELLECTUAL PROPERTY RIGHTS ............................................................................... 4 10. LIMITATION OF LIABILITY ............................................................................................... 4 11. GOVERNANCE AND CHANGES ......................................................................................... 4 12. CONFIDENTIALITY .............................................................................................................. 5 13. MISCELLANEOUS ................................................................................................................ 6 14. GOVERNING LAW ................................................................................................................ 8 15. DISPUTE RESOLUTION ....................................................................................................... 8
Schedule 2 – General Terms and Conditions 1(9) BACKGROUND These general terms and conditions constitute a schedule to the Agreement and are an integral part of the Agreement. 1. DEFINITIONS AND INTERPRETATION 1.1 Definition “Confidential Information” means any and all information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to information relating to Launch Vehicles, intellectual property rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to, during or after the execution of the Agreement. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party. “Facility” means a building, Plant, premise, machine, equipment, fixture, or fitting required to build and store the VP, TT and PP Vehicles. “Force Majeure Event” shall mean as set out in Section 13.1.1. “General Terms” means these general terms and conditions, which are applicable to the supply and purchase of VP, TT and PP Vehicles under the Agreement. “Individual Terms” means the main document of the Agreement, i.e. the contract document named ‘VP, TT and PP Vehicles Supply Agreement’ executed and entered into between the Buyer and the Seller, to which these General Terms are a schedule. “Purchase Order” means a purchase order by the Buyer for the supply by the Seller of a finished (completely built) VP, TT and PP Vehicles, containing (as the transaction, context, circumstance, or case may be) the detailed specifications and commercial data, transmitted electronically by the Buyer to the Seller. “Party/ies” shall have the meaning ascribed to it in the Individual Terms. “Personal Data” means all information that a Party obtains from the other Party as a result of this Agreement (i) relating to an identified or identifiable natural person, including the other Party’s employees and customers, that directly or indirectly can identify that person, or (ii) deemed personal data according to applicable national, federal, state, and international laws and regulations now or hereafter in effect. “Plant” or “Plant Facility” means a specific Facility in which the manufacture or assembly of a VP, TT and PP Vehicles or VP, TT and PP Vehicles takes place. “Raw Materials” means the tangible components, materials, parts, or other items that are required to assemble or manufacture the VP, TT and PP Vehicles. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. Schedule 2 – General Terms and Conditions 2(9) “Seller’s Plant Quality Standards” means those quality standards that are in place (and as amended in the future) in relation to Seller’s Plant Facilities. “Technical Specification” means all the required vehicle specifications as agreed between GRI and Buyer that are necessary to manufacture the VP, TT and PP Vehicles. 1.2 Interpretation Any capitalised term not defined in these General Terms shall have the same meaning ascribed to them in the Individual Terms. 2. VP, TT AND PP VEHICLE SUPPLY 2.1 Subject to Purchase Orders being placed by the Buyer, the Seller agrees to sell and supply to the Buyer, and the Buyer agrees to purchase from the Seller, the VP, TT and PP Vehicles in accordance with the terms of the Agreement including, but not limited to, these General Terms. 2.2 The Parties acknowledge that Seller may use its Affiliates to perform its obligations under this Agreement, provided that Seller informs Buyer thereof. Seller shall however remain responsible for the performance, and any omission to perform or comply with the provisions of this Agreement, by any Affiliate to Seller to the same extent as if such performance or omittance was made by Seller itself. Seller shall also remain Buyer’s sole point of contact unless otherwise agreed. 3. PURCHASE ORDERS AND VOLUMES 3.1 When desiring to purchase any of the VP, TT and PP Vehicles, the Buyer shall issue an Purchase Order and submit it to the Seller. The Purchase Order shall state the ordered VP, TT and PP Vehicles, quantity, price (based on the Prices) and time of delivery. 3.2 The Purchase Order shall be confirmed by the Seller or declined in writing within five (5) Business Days from receipt. If a Purchase Order has not been confirmed or been declined within such time, the Purchase Order shall be considered confirmed by the Seller. The Seller shall not unreasonably withhold confirmation of, or decline, a Purchase Order. No terms and conditions in any Purchase Order or confirmation of a Purchase Order or similar that deviate from the terms and conditions of this Agreement shall be valid or binding unless expressly agreed between the Parties. “Business Days” means any day other than Sunday, Saturday or any public holiday in mainland China. 3.3 The Buyer may cancel an Purchase Order in whole or in part. In this event, the Buyer shall reimburse the Seller for any proven actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate by delivering the Vehicles, under the relevant order to another buyer or in any other financially acceptable way. The Seller shall produce reasonable documentation on the incurred costs and expenses for which the Seller claims reimbursement. For the sake of clarity, Seller may only sell the VP, TT and PP vehicles to Buyer or Buyer´s Affiliate or Seller and Seller´s Affiliate. 3.4 The Buyer will order and the Seller will supply VP, TT and PP Vehicles in accordance with ordering processes that are in current operation between the Parties, and as amended in the future. Purchase Orders shall be submitted, collected, segmented and scheduled using such systems as the Parties may agree upon from time to time. Schedule 2 – General Terms and Conditions 3(9) 4. MANUFACTURING 4.1 Assembly 4.1.1 The Seller undertakes to assemble the VP, TT and PP Vehicles in strict conformity with the Technical Specification and/or as otherwise instructed by GRI subject to existing processes. 5. DELIVERY, LOGISTICS, TITLE AND RISK 5.1 The Seller will deliver the VP, TT and PP Vehicles on the dates that the Buyer specifies in the Purchase Orders, or any mutually agreed extended date. If the Buyer does not specify a date for any specific Purchase Order, the Seller shall deliver the VP, TT and PP Vehicles within a commercially reasonable time. 5.2 The VP, TT and PP Vehicles shall, unless otherwise agreed between the Parties in writing, be delivered to the Buyer in according to the delivery term set forth in Appendix 1. 5.3 The Buyer will issue packaging instructions for the VP, TT and PP Vehicles, suitable for the selected transportation method. Should such packaging instruction not be available, the Seller may select packaging method. 5.4 The Seller shall cooperate with the Buyer in the latter’s arrangement of the outbound logistics and transportation of the VP, TT and PP Vehicles from its Facility to market destinations specified by the Buyer (and Buyer Affiliates). 5.5 Title and risk of loss or damage with respect to each VP, TT and PP Vehicle passes to the Buyer when the Seller has delivered the VP, TT and PP Vehicles to the Buyer in accordance the delivery term set forth in Appendix 1, without prejudice to the Buyer's right to reject VP, TT and PP Vehicles under Section 7. 5.6 If the Seller finds that it will not be able to deliver the VP, TT and PP Vehicles at the agreed time or if delay on its part seems likely, the Seller shall immediately notify the Buyer thereof in writing, stating the reasons for the delay and, if possible, the time when delivery can be expected. 6. QUALITY 6.1 When producing the VP, TT and PP Vehicles, the Seller shall use professional and skilled personnel, reasonably experienced for the production. The Seller shall work according to the same standard of care and professionalism that is done in the Seller’s internal business and production. 6.2 The Seller’s quality metrics requirements applicable to its Plant Facilities will apply to all finished VP, TT and PP Vehicles. The Seller shall meet the objective standards of the Seller’s Plant Quality Standards and the Seller will maintain such standards. 6.3 The VP, TT and PP Vehicles shall conform to the Technical Specification. 7. DEFECTS, MISBUILDS AND RIGHT TO REJECT 7.1 The Buyer will inspect and check the VP, TT and PP Vehicles on site at Seller’s premises before they will be shipped to Buyer. This inspection is a final approval of the VP, TT and PP Vehicles. The VP, TT and PP Vehicles shall be deemed as accepted by the Buyer if the Schedule 2 – General Terms and Conditions 4(9) Buyer or Buyer's designated person has signed the acceptance letter provided by the Seller (the "Acceptance"). The Acceptance shall discharge and release the Seller from any liability to the Buyer in connection with any defects or non-conformity (including any non- conformity of the Clause 8.1) of the VP, TT and PP Vehicles. The Seller may ship the VP, TT and PP Vehicles after the Acceptance. 8. WARRANTY 8.1 The Seller warrants that the product is in conformity with the Technical Specifications and fitness for the particular purposes described in this Agreement. 8.2 Other than the above-mentioned Warranty, Seller expressly disclaims any warranty of VP, TT and PP Vehicles or any parts thereof, express or implied, including any implied warranty of quality, merchantability or fitness for a particular purpose or any liability for losses based on negligence, manufacturer’s strict liability, product liability, after-sales services or otherwise. Additionally, Seller does not provide any warranty in respect of any intellectual property rights (including but not limited to trademarks, patents, copyrights, know-hows) related to the VP, TT and PP Vehicles or any parts thereof and shall not be liable for any loss suffered by Buyer resulting therefrom. 9. INTELLECTUAL PROPERTY RIGHTS Except as expressly stated in this Agreement, nothing in this Agreement shall be construed as an assignment of ownership of, or license to, any intellectual property rights. 10. LIMITATION OF LIABILITY 10.1 Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. 10.2 Each Party’s aggregate liability for any direct damage arising out of or in connection with this Agreement shall be limited to [***]. 10.3 The limitations of liability set out in this Section 10 shall not apply in respect of damage; (a) claims related to death or bodily injury (b) caused by wilful misconduct or gross negligence, or (c) caused by a Party’s breach of the confidentiality undertakings in Section 12 below or breach of Section 13.9 (Protection of Personal Data). 11. GOVERNANCE AND CHANGES 11.1 The Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement as well as issues and/or disputes arising under this Agreement. 11.2 The governance and co-operation between the Parties in respect of this Agreement shall primarily be administered on an operational level. In the event the Parties on an operational level cannot agree upon aspects relating to the co-operation between the Parties, each Party shall be entitled to escalate such issue to the Steering Committee.
Schedule 2 – General Terms and Conditions 5(9) 11.3 If the Steering Committee fails to agree upon a solution of the disagreement the relevant issue should be escalated to the Strategic Board for decision. 12. CONFIDENTIALITY 12.1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Parties. 12.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 12.2 below apply or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder, as well as with the exception of such personnel of the Parties and its Affiliates with a need to know as for the Parties to perform their duties hereunder and in relation to the operation of the Plant. 12.3 This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; or (e) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 12.4 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 12.2. 12.5 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. Schedule 2 – General Terms and Conditions 6(9) 12.6 If any Party violates any of its obligations described in this Section 12, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 15.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 12.7 This confidentiality provision shall survive the expiration or termination of this Agreement without limitation in time. 13. MISCELLANEOUS 13.1 Force majeure 13.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, for example; strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party's), politically enforced decision regarding pandemic isolation, core raw material shortage, governmental behaviour (e.g restriction on supply of electricity, change of laws, regulations and policies), failure of general energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of the plant’s suppliers or subcontractors if such default or delay has been caused by one of the foregoing Event. 13.1.2 A Party shall not be considered in breach of this Agreement to the extent that such Party’s performance of its obligations under this Agreement is prevented by a Force Majeure Event. 13.1.3 A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall promptly inform the other Party in writing and use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 13.1.4 If the consequences of the Force Majeure Event continue for a period of ninety (90) days without a solution acceptable to both Parties which materially affect or jeopardize the performance and/or fulfilment of any material responsibilities and/or liabilities of one Party according to this Agreement, the other Party shall be entitled to terminate this Agreement without accruing any liability for such termination. 13.2 Notices 13.2.1 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, facsimile, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: Schedule 2 – General Terms and Conditions 7(9) (a) in case of personal delivery, at the time and on the date of personal delivery; (b) if sent by facsimile or email transmission, at the time and on the date indicated on a confirmation of successful transmission page relating to such facsimile transmission or at the time and date indicated on a response confirming such successful email transmission; (c) if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or (d) at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any party by email, such party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. 13.2.2 All such notices, demands, requests and other communications shall be sent to the addresses set out in the Individual Terms. 13.3 Assignment 13.3.1 Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 13.4 Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 13.5 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 13.6 Entire Agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. 13.7 Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. Schedule 2 – General Terms and Conditions 8(9) 13.8 Survival If this Agreement is terminated or expires pursuant to the terms in the Individual Terms, Section 12 (Confidential Information), Section 13.9 (Protection of Personal Data), Section 14 (Governing Law), Section 15 (Dispute Resolution) as well as this Section 13.8, shall survive any termination or expiration and remain in force as between the Parties after such termination or expiration. 13.9 Protection of Personal Data The Parties shall conduct any processing of Personal Data in compliance with applicable national, federal, state, and international laws and regulations of the intended markets (markets listed in the Appendix 1.09 of Development Service Agreement entered into by N ingbo Geely Automobile Research & Development Co., Ltd and Polestar Performance AB with contract number: GEE21-012) relating to such Personal Data now or hereafter in effect. The Parties acknowledge that the intention is that neither Party will process Personal Data on behalf of the other Party under or in connection with this Agreement. Notwithstanding this Section 13.9 if either Party anticipates that a Party will process Personal Data on behalf of the other Party in connection with this Agreement, that Party shall promptly notify the other Party of that fact. To the extent necessary, the Parties to this Agreement shall then negotiate in good faith amending this Agreement to permit the processing of Personal Data is performed in a way that complies with applicable laws, and neither Party shall process Personal Data on behalf of the other until this Agreement has been so amended or supplemented. 14. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China, without giving regard to its conflict of laws principles. 15. DISPUTE RESOLUTION 15.1 Escalation principles 15.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten (10) days of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 15.1.2 The members of the Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect.
Schedule 2 – General Terms and Conditions 9(9) 15.1.3 If the Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 15.2 below. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the General Counsels of each Party immediately and Section 15.1.2 above shall not apply. 15.1.4 If the General Counsels of each Party cannot settle the deadlock within 30 days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within 30 days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 15.2 below. 15.1.5 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 12 above. 15.1.6 Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 15.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 15.2 Arbitration 1.1.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall, be submitted to China International Economic and Trade Arbitration Committee (“CIETAC”) for arbitration, which shall be held in Shanghai and conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration, whereas the language to be used in the arbitral proceedings shall be English and Chinese. The arbitral tribunal shall be composed of three arbitrators. 15.2.1 Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 15.2.2 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 15.2.3 All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential.
Agreement no.: GEE23-046 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. TT AND PP VEHICLE SUPPLY AGREEMENT (EXPORT) POLESTAR PERFORMANCE AB and Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd. and Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory and SHANGHAI GLOBAL TRADING CORPORATION Regarding Sale of [***] TT and PP Vehicles for marketing activities GEE23-046 TT and PP Vehicle Supply Agreement 2(10) TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 4 2. AGREEMENT ......................................................................................................................... 5 3. TT AND PP VEHICLE ORDER AND SUPPLY .................................................................... 6 4. PRICE AND PAYMENT ........................................................................................................ 6 5. TRADEMARKS ...................................................................................................................... 6 6. TERM AND TERMINATION ................................................................................................ 7 7. NOTICES ................................................................................................................................. 8 LIST OF SCHEDULES TO THIS TT AND PP VEHICLE SUPPLY AGREEMENT Appendix 1 List of TT and PP Vehicles, Price and delivery term Appendix 2 General Terms and Conditions GEE23-046 TT and PP Vehicle Supply Agreement 3(10) This TT AND PP VEHICLE SUPPLY AGREEMENT (this “Agreement”) is dated [ ] and made between: (1) Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., Reg. No. 91330201MA2CHD0427, a limited liability company incorporated under the laws of People's Republic of China (“Plant”); and (2) Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory, Reg. No. 913302015638837911, a limited liability company incorporated under the laws of People's Republic of China (the “Catalogue Company”); and (3) SHANGHAI GLOBAL TRADING CORPORATION, Reg.nr. 9131010769577129XR with its Chinese name “上海美寰贸易有限公司” a company organised and existing under the laws of the People´s Republic of China the “Export Company”) and (4) POLESTAR PERFORMANCE AB, Reg. nr. 556653-3096, a limited liability company incorporated under the laws of Sweden (the “Buyer” or “POLESTAR”). The Plant, Catalogue Company and Export Company are referred to individually and collectively as the “Seller”, unless otherwise specifically used or referred to hereunder. The Plant, the Catalogue Company and the Export Company are referred to individually and collectively as a “Party” on the one hand (save that the specific entity should be determined based on the context hereunder) and the Buyer as a “Party” on the other hand, and jointly as the “Parties”. BACKGROUND A. The Seller is a company within the Geely group engaged in sales and distribution of Geely branded vehicles and components, spare parts and accessories thereto. B. The Buyer is a company within the Polestar group engaged in the product development, design, manufacturing, sales and distribution of Buyer branded vehicles. C. The Buyer has outsourced the development and manufacturing of its new [***] vehicle to Affiliates of the Seller. D. The Buyer now wishes to buy TT and PP Vehicles (as defined below) from the Seller for the use [***]. The Seller has agreed to, subject to the Buyer’s Order to sell and supply such TT and PP Vehicles to the Buyer and the Buyer has agreed to buy such TT and PP Vehicles on the terms set out in this Agreement. E. The Seller is fully responsible for this Agreement and the Buyer’s single point of contact in delivery of the TT and PP Vehicles including any preparation activities performed by Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory or other entity as agreed between by the Parties. F. As a general principle, the Parties agree that transactions between all relevant entities involved shall be conducted on arm’s length terms. G. In light of the foregoing, the Parties have agreed to execute this Agreement. GEE23-046 TT and PP Vehicle Supply Agreement 4(10) 1. DEFINITIONS 1.1 “Affiliate” means (a) For Seller, any other legal entity that, directly or indirectly, is controlled by or is under common control with Zhejiang Geely Holding Group Co., Ltd., however excluding Buyer, and Buyer’s Affiliates; and (b) For Buyer, any legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC. “control” for this purpose means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. “Agreement” means this main document together with all of its Appendices and their schedules as amended from time to time. “General Terms” means the general terms and conditions applicable to the supply and purchase of the TT and PP Vehicles under this Agreement set forth in Appendix 2. “GRI” means Ningbo Geely Automobile Research & Development Co., Ltd, Reg. No. 91330201066600025F, a limited liability company incorporated under the laws of the People’s Republic of China. “Individual Terms” means this main document of this Agreement. “PP Vehicles” means vehicles built during pilot production phase and the products set forth in Appendix 1, and together with TT Vehicles, collectively referred to as “TT and PP Vehicles”. “Prices” means the individual unit price of each TT and PP Vehicle as further set out in Appendix 1. “Project” means the [***] project which includes inter alia development (including licenses), manufacturing, and certain aftermarket services and change management of the vehicles by Geely Auto Group Co. Ltd. and its Affiliates. “Purchase Order” shall have the meaning ascribed to it in the General Terms. “Steering Committee” means the first level of governance forum for handling the co- operation between the Parties regarding [***] project in various matters, under this Agreement which regarding cooperation between the Parties is the so called Geely and Polestar 417 Steering Committee. “Strategic Board” means the highest level governance forum established by the Parties for handling the cooperation between the Parties regarding [***] project in respect of various matters. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement.
GEE23-046 TT and PP Vehicle Supply Agreement 5(10) “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against third parties. “TT Vehicles” means vehicles built during test trial phase and the products set forth in Appendix 1, and collectively with PP Vehicles, referred to as “TT and PP Vehicles”. 2. AGREEMENT 2.1 General 2.1.1 The Individual Terms of this Agreement sets out the specific terms that shall apply to the supply of the TT and PP Vehicles to the Buyer. 2.1.2 In the event there are any contradictions or inconsistencies between the terms of these Individual Terms and its schedules, the Parties agree that they shall prevail in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: (a) These Individual Terms (b) Appendix 1 - List of PP and TT Vehicles, Price and delivery term (c) Appendix 2 - General Terms and Conditions 2.2 Scope 2.2.1 The Parties have agreed upon the TT and PP Vehicles as set forth in the Appendix 1 that the Seller shall supply to the Buyer under this Agreement. The Parties may, through mutual written agreement, add or remove TT and PP Vehicles to/from Appendix 1 from time to time as a going concern. Any such additional TT and PP Vehicles shall thereafter be covered by this Agreement and considered as TT and PP Vehicles. 2.3 Seller’s Obligations 2.3.1 Seller shall provide the TT and PP Vehicles complying with the following provisions of this Clause 2.3, and will, through other companies within Geely Group, arrange for the actual manufacturing and quality assurance of the TT and PP Vehicles. 2.3.2 Quality level requirements for each series. TT Vehicles [***] PP Vehicles 2.3.3 [***]Seller shall provide necessary documents that the Seller can provide needed relating to any TT and PP Vehicles being exported including proforma invoice and support with documents with special requirements per Market for example NUFT documentation for Australia. “Markets” shall mean the markets listed in the Appendix 1.09 of Development GEE23-046 TT and PP Vehicle Supply Agreement 6(10) Service Agreement entered into by Ningbo Geely Automobile Research & Development Co., Ltd and Polestar Performance AB (contract number: GEE21-012). The PP and TT Vehicles supplied by Seller shall only be sold, exported, re-exported, transferred, assigned, and transported in “Markets”. 2.3.4 The Seller shall also provide documents required by China mandatory laws including but not limited to dangerous goods, battery certification, product specification. 3. TT AND PP VEHICLE ORDER AND SUPPLY Subject to Purchase Orders being placed by Buyer, the Seller agrees to sell and supply to the Buyer, and the Buyer agrees to purchase from the Seller, the TT and PP Vehicles in accordance with the terms of this Agreement and, in particular, the Appendix 1. 4. PRICES AND PAYMENT TERMS 4.1 The Prices and payment terms for the TT and PP Vehicles purchased under this Agreement will be determined on "arm´s length terms" applying the cost plus method and is set forth in or determined as set forth in Appendix 1. 4.2 Seller will invoice Buyer when the TT and PP Vehicle has been delivered in accordance with Section 2, Appendix 1. Invoices may be generated electronically. However, Buyer may request hard-copy summary invoices that summarises total batches of individual invoices over a specified period, in order to satisfy VAT and customs reporting requirements. 4.3 Any payment by the Buyer to the Seller hereunder shall be made to the Export Company, which shall be considered the right entity among the Seller to receive payment from Buyer. 4.4 Payment of all invoiced amounts will be in CNY. The payment shall be made at the latest [***] days after the invoice date. 4.5 All amounts and payments referred to in this Agreement are exclusive of VAT only. VAT is chargeable on all invoiced amounts only when required by local law and shall be borne by the Buyer. For the sake of clarity, no VAT will be charged on the invoices from the Seller related to TT and PP vehicles being exported. Buyer may appoint an Affiliate or Third Party to handle the requisite VAT registration and recovery. 4.6 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on [***]. 4.7 If Seller, pursuant to the General Terms, appoints its Affiliates and/or subcontractors to perform its obligations under this Agreement, Seller shall include the costs relating to such work in the invoices to Buyer. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 Ownership of existing Intellectual Property Rights. 5.1.1 Nothing in this Agreement shall be deemed to constitute an assignment of, or license to use, any Trademarks of the other Party. GEE23-046 TT and PP Vehicle Supply Agreement 7(10) 5.1.2 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed as to give the other Party any rights, including but not limited to any license rights (express or implied), to any intellectual property rights, except as expressly stated herein. 5.2 Use of brand name. 5.2.1 For the avoidance of doubt, this Agreement shall in no way be construed as to give any of the Parties any right whatsoever to use any registered or unregistered trademarks or brand names owned or licensed by another Party or its Affiliates, except in the manner and to the extent set forth in this Agreement or expressly consented to in writing by that other Party. 5.2.2 For the sake of clarity, it is especially noted that this Agreement does not include any right for Geely or its Affiliates to use the “Polestar” brand name, or Trademarks, or refer to “Polestar” in communications or official documents of whatever kind. This means that this Agreement does not include any rights for Geely or its Affiliates to directly or indirectly use the “Polestar” brand name or “Polestar” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 5.2.3 Correspondingly, it is especially noted that this Agreement does not include any right for Polestar or its Affiliates to use the “Geely” brand name or Trademarks, or refer to “Geely” in communications or official documents of whatever kind. This means that this Agreement does not include any rights for Polestar or its Affiliates to directly or indirectly use the “Geely” brand name or “Geely” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 5.3 Trademarks on TT and PP Vehicles 5.3.1 Notwithstanding the above, the Seller is hereby granted the right to use the Buyer’s Trademarks but solely to apply such Trademark on the TT and PP Vehicles in accordance with the instructions provided by the Buyer. 5.3.2 Any other use of the Buyer’s Trademark, including on the TT and PP Vehicles, is subject to the Parties entering into a trademark license agreement. 6. TERM AND TERMINATION 6.1 Each Party agree that regardless of the actual dates on which both parties sign this Agreement, this Agreement shall become retroactively effective as of April 2023 (the “Effective Date”) and shall remain in force unless terminated in accordance with this Section 6. Both Parties acknowledge and agree that the TT and PP Vehicles shall only be supplied by the Seller to the Buyer during certain corresponding phases of the corresponding models in accordance with the development milestones. 6.2 Either Party shall be entitled to terminate this Agreement with immediate effect in the event: (a) the other Party commits a material breach of the terms of this Agreement (including the Buyer failing to pay the Prices without any legal or contractual ground), which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); or GEE23-046 TT and PP Vehicle Supply Agreement 8(10) (b) if the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 6.3 Buyer shall in addition be entitled to terminate the Agreement for convenience upon sixty (60) days´ written notice to the Seller. 6.4 Should the Buyer terminate this Agreement without any legal or contractual ground, the Buyer shall reimburse the Seller for any actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate. 6.5 After expiry or termination of this Agreement (except for situations where the Seller has terminated this Agreement due to material breach by the Buyer), the Seller shall continue to supply the PP and TT Vehicles to the Buyer in accordance with the terms of this Agreement, but only to the extent required to fulfil any Purchase Orders and call-offs executed prior to the termination of this Agreement. 6.6 After expiry or termination of this Agreement, the Buyer shall continue to, in accordance with the terms of this Agreement, fulfill its payment obligations of such Purchase Orders and call- offs executed prior to the termination of this Agreement. 7. COMPLIANCE 7.1 Section 21 (Compliance with Laws) under the [***] Manufacturing and Vehicle Supply Agreement (Export) entered into among Polestar Performance AB, Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd.,Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory and Shanghai Global Trading Corporation shall be deemed as restated herein and be applicable to this Agreement, mutatis mutandis." 8. NOTICES All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement shall be sent to following addresses and shall otherwise be sent in accordance with the terms in the Terms: (a) To Seller: SHANGHAI GLOBAL TRADING CORPORATION [***]Email: [***] With a copy to: Geely Cooperation Management Center Email: [***] (b) To Buyer: Polestar Performance AB Attention: [***] Polestar HQ,
GEE23-046 TT and PP Vehicle Supply Agreement 9(10) Assar Gabrielssons Väg 9, 418 78 Göteborg Sweden Email: [***] With a copy to: Polestar Performance AB Assar Gabrielssons väg 9 418 78 Göteborg Sweden Attention: [***] ______________________________ [SIGNATURE PAGE FOLLOWS] GEE23-046 TT and PP Vehicle Supply Agreement 10(10) This Agreement has been signed in ten (10) originals, of which the Seller have received nine and the Buyer have received one. POLESTAR PERFORMANCE AB SHANGHAI GLOBAL TRADING CORPORATION By: /s/ Anna Rudensjö By: /s/Xiong Yinghui Printed Name: Anna Rudensjö Printed Name: Xiong Yinghui Title: General Counsel Title: Operations Director Date: 2024.1.24 Date: 2024.2.18 By: /s/ Ola Sjölander By: Printed Name: Ola Sjölander Printed Name: Title: Title: Date: 2024.1.24 Date: NINGBO HANGZHOU BAY GEELY ZHEJIANG GEELY AUTOMOBILE CO., LTD. AUTOMOTIVE PARTS CO., LTD. NINGBO HANGZHOU BAY FACTORY By: /s/ Zhao Chaolin By: /s/ Zhao Chaolin Printed Name: Zhao Chaolin Printed Name: Zhao Chaolin Title: General Manager Title: General Manager Date: 2024.2.19 Date: 2024.2.19 By: By: Printed Name: Printed Name: Title: Title: Date: Date: Agreement no.: GEE23-046 1(2) APPENDIX 1 – List of TT and PP Vehicles, Price and delivery term [***] Agreement No.: GEE23-046 APPENDIX 2 - GENERAL TERMS AND CONDITIONS For the supply and purchase of TT and PP Vehicles TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 1 2. TT AND PP VEHICLE SUPPLY ............................................................................................ 2 3. PURCHASE ORDERS AND VOLUMES .............................................................................. 2 4. MANUFACTURING ............................................................................................................... 3 5. DELIVERY, LOGISTICS, TITLE AND RISK ...................................................................... 3 6. QUALITY ................................................................................................................................ 3 7. DEFECTS, MISBUILDS AND RIGHT TO REJECT............................................................. 3 8. WARRANTY........................................................................................................................... 4 9. INTELLECTUAL PROPERTY RIGHTS ............................................................................... 4 10. LIMITATION OF LIABILITY ............................................................................................... 4 11. GOVERNANCE AND CHANGES ......................................................................................... 4 12. CONFIDENTIALITY .............................................................................................................. 5 13. MISCELLANEOUS ................................................................................................................ 6 14. GOVERNING LAW ................................................................................................................ 8 15. DISPUTE RESOLUTION ....................................................................................................... 8
Schedule 2 – General Terms and Conditions 1(9) BACKGROUND These general terms and conditions constitute a schedule to the Agreement and are an integral part of the Agreement. 1. DEFINITIONS AND INTERPRETATION 1.1 Definition “Confidential Information” means any and all information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to information relating to Launch Vehicles, intellectual property rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to, during or after the execution of the Agreement. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party. “Facility” means a building, Plant, premise, machine, equipment, fixture, or fitting required to build and store the TT and PP Vehicles. “Force Majeure Event” shall mean as set out in Section 13.1.1. “General Terms” means these general terms and conditions, which are applicable to the supply and purchase of TT and PP Vehicles under the Agreement. “Individual Terms” means the main document of the Agreement, i.e. the contract document named ‘TT and PP Vehicles Supply Agreement’ executed and entered into between the Buyer and the Seller, to which these General Terms are a schedule. “Purchase Order” means a purchase order by the Buyer for the supply by the Seller of a finished (completely built) TT and PP Vehicles, containing (as the transaction, context, circumstance, or case may be) the detailed specifications and commercial data, transmitted electronically by the Buyer to the Seller. “Party/ies” shall have the meaning ascribed to it in the Individual Terms. “Personal Data” means all information that a Party obtains from the other Party as a result of this Agreement (i) relating to an identified or identifiable natural person, including the other Party’s employees and customers, that directly or indirectly can identify that person, or (ii) deemed personal data according to applicable national, federal, state, and international laws and regulations now or hereafter in effect. “Plant” or “Plant Facility” means a specific Facility in which the manufacture or assembly of a TT and PP Vehicles or TT and PP Vehicles takes place. “Raw Materials” means the tangible components, materials, parts, or other items that are required to assemble or manufacture the TT and PP Vehicles. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. Schedule 2 – General Terms and Conditions 2(9) “Seller’s Plant Quality Standards” means those quality standards that are in place (and as amended in the future) in relation to Seller’s Plant Facilities. “Technical Specification” means all the required vehicle specifications as agreed between GRI and Buyer that are necessary to manufacture the TT and PP Vehicles. 1.2 Interpretation Any capitalised term not defined in these General Terms shall have the same meaning ascribed to them in the Individual Terms. 2. TT AND PP VEHICLE SUPPLY 2.1 Subject to Purchase Orders being placed by the Buyer, the Seller agrees to sell and supply to the Buyer, and the Buyer agrees to purchase from the Seller, the TT and PP Vehicles in accordance with the terms of the Agreement including, but not limited to, these General Terms. 2.2 The Parties acknowledge that Seller may use its Affiliates to perform its obligations under this Agreement, provided that Seller informs Buyer thereof. Seller shall however remain responsible for the performance, and any omission to perform or comply with the provisions of this Agreement, by any Affiliate to Seller to the same extent as if such performance or omittance was made by Seller itself. Seller shall also remain Buyer’s sole point of contact unless otherwise agreed. 3. PURCHASE ORDERS AND VOLUMES 3.1 When desiring to purchase any of the TT and PP Vehicles, the Buyer shall issue an Purchase Order and submit it to the Seller. The Purchase Order shall state the ordered TT and PP Vehicles, quantity, price (based on the Prices) and time of delivery. 3.2 The Purchase Order shall be confirmed by the Seller or declined in writing within five (5) Business Days from receipt. If an Purchase Order has not been confirmed or been declined within such time, the Purchase Order shall be considered confirmed by the Seller. The Seller shall not unreasonably withhold confirmation of, or decline, an Purchase Order. No terms and conditions in any Purchase Order or confirmation of an Purchase Order or similar that deviate from the terms and conditions of this Agreement shall be valid or binding unless expressly agreed between the Parties. “Business Days” means any day other than Sunday, Saturday or any public holiday in mainland China. 3.3 The Buyer may cancel an Purchase Order in whole or in part. In this event, the Buyer shall reimburse the Seller for any proven actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate by delivering the Vehicles, under the relevant order to another buyer or in any other financially acceptable way. The Seller shall produce reasonable documentation on the incurred costs and expenses for which the Seller claims reimbursement. For the sake of clarity, Seller may only sell the TT and PP vehicles to Buyer or Buyer´s Affiliate or Seller and Seller´s Affiliate. 3.4 The Buyer will order and the Seller will supply TT and PP Vehicles in accordance with ordering processes that are in current operation between the Parties, and as amended in the future. Purchase Orders shall be submitted, collected, segmented and scheduled using such systems as the Parties may agree upon from time to time. Schedule 2 – General Terms and Conditions 3(9) 4. MANUFACTURING 4.1 Assembly 4.1.1 The Seller undertakes to assemble the TT and PP Vehicles in strict conformity with the Technical Specification and/or as otherwise instructed by GRI, subject to existing processes. 5. DELIVERY, LOGISTICS, TITLE AND RISK 5.1 The Seller will deliver the TT and PP Vehicles on the dates that the Buyer specifies in the Purchase Orders, or any mutually agreed extended date. If the Buyer does not specify a date for any specific Purchase Order, the Seller shall deliver the TT and PP Vehicles within a commercially reasonable time. 5.2 The TT and PP Vehicles shall, unless otherwise agreed between the Parties in writing, be delivered to the Buyer in according to the delivery term set forth in Appendix 1. 5.3 The Buyer will issue packaging instructions for the TT and PP Vehicles, suitable for the selected transportation method. Should such packaging instruction not be available, the Seller may select packaging method. 5.4 The Seller shall cooperate with the Buyer in the latter’s arrangement of the outbound logistics and transportation of the TT and PP Vehicles from its Facility to market destinations specified by the Buyer (and Buyer Affiliates). 5.5 Title and risk of loss or damage with respect to each TT and PP Vehicle passes to the Buyer when the Seller has delivered the TT and PP Vehicles to the Buyer in accordance the delivery term set forth in Appendix 1, without prejudice to the Buyer's right to reject TT and PP Vehicles under Section 7. 5.6 If the Seller finds that it will not be able to deliver the TT and PP Vehicles at the agreed time or if delay on its part seems likely, the Seller shall immediately notify the Buyer thereof in writing, stating the reasons for the delay and, if possible, the time when delivery can be expected. 6. QUALITY 6.1 When producing the TT and PP Vehicles, the Seller shall use professional and skilled personnel, reasonably experienced for the production. The Seller shall work according to the same standard of care and professionalism that is done in the Seller’s internal business and production. 6.2 The Seller’s quality metrics requirements applicable to its Plant Facilities will apply to all finished TT and PP Vehicles. The Seller shall meet the objective standards of the Seller’s Plant Quality Standards and the Seller will maintain such standards. 6.3 The TT and PP Vehicles shall conform to the Technical Specification. 7. DEFECTS, MISBUILDS AND RIGHT TO REJECT 7.1 The Buyer will inspect and check the TT and PP Vehicles on site at Seller’s premises before they will be shipped to Buyer. This inspection is a final approval of the TT and PP Vehicles. The TT and PP Vehicles shall be deemed as accepted by the Buyer if the Buyer or Buyer's Schedule 2 – General Terms and Conditions 4(9) designated person has signed the acceptance letter provided by the Seller (the "Acceptance"). The Acceptance shall discharge and release the Seller from any liability to the Buyer in connection with any defects or non-conformity (including any non-conformity of the Clause 8.1) of the TT and PP Vehicles. The Seller may ship the TT and PP Vehicles after the Acceptance. 8. WARRANTY 8.1 The Seller warrants that the product is in conformity with the Technical Specifications and fitness for the particular purposes described in this Agreement. 8.2 Other than the above-mentioned Warranty, Seller expressly disclaims any warranty of TT and PP Vehicles or any parts thereof, express or implied, including any implied warranty of quality, merchantability or fitness for a particular purpose or any liability for losses based on negligence, manufacturer’s strict liability, product liability, after-sales services or otherwise. Additionally, Seller does not provide any warranty in respect of any intellectual property rights (including but not limited to trademarks, patents, copyrights, know-hows) related to the TT and PP Vehicles or any parts thereof and shall not be liable for any loss suffered by Buyer resulting therefrom. 9. INTELLECTUAL PROPERTY RIGHTS Except as expressly stated in this Agreement, nothing in this Agreement shall be construed as an assignment of ownership of, or license to, any intellectual property rights. 10. LIMITATION OF LIABILITY 10.1 Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. 10.2 Each Party’s aggregate liability for any direct damage arising out of or in connection with this Agreement shall be limited to [***]. 10.3 The limitations of liability set out in this Section 10 shall not apply in respect of damage; (a) claims related to death or bodily injury (b) caused by wilful misconduct or gross negligence, or (c) caused by a Party’s breach of the confidentiality undertakings in Section 12 below or breach of Section 13.9 (Protection of Personal Data). 11. GOVERNANCE AND CHANGES 11.1 The Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement as well as issues and/or disputes arising under this Agreement. 11.2 The governance and co-operation between the Parties in respect of this Agreement shall primarily be administered on an operational level. In the event the Parties on an operational level cannot agree upon aspects relating to the co-operation between the Parties, each Party shall be entitled to escalate such issue to the Steering Committee.
Schedule 2 – General Terms and Conditions 5(9) 11.3 If the Steering Committee fails to agree upon a solution of the disagreement the relevant issue should be escalated to the Strategic Board for decision. 12. CONFIDENTIALITY 12.1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Parties. 12.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 12.2 below apply or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder, as well as with the exception of such personnel of the Parties and its Affiliates with a need to know as for the Parties to perform their duties hereunder and in relation to the operation of the Plant. 12.3 This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; or (e) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 12.4 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 12.2. 12.5 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. Schedule 2 – General Terms and Conditions 6(9) 12.6 If any Party violates any of its obligations described in this Section 12, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 15.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 12.7 This confidentiality provision shall survive the expiration or termination of this Agreement without limitation in time. 13. MISCELLANEOUS 13.1 Force majeure 13.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, for example; strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party's), politically enforced decision regarding pandemic isolation, core raw material shortage, governmental behaviour (e.g restriction on supply of electricity, change of laws, regulations and policies), failure of general energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of the plant’s suppliers or subcontractors if such default or delay has been caused by one of the foregoing Event. 13.1.2 A Party shall not be considered in breach of this Agreement to the extent that such Party’s performance of its obligations under this Agreement is prevented by a Force Majeure Event. 13.1.3 A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall promptly inform the other Party in writing and use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 13.1.4 If the consequences of the Force Majeure Event continue for a period of ninety (90) days without a solution acceptable to both Parties which materially affect or jeopardize the performance and/or fulfilment of any material responsibilities and/or liabilities of one Party according to this Agreement, the other Party shall be entitled to terminate this Agreement without accruing any liability for such termination. 13.2 Notices 13.2.1 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, facsimile, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: Schedule 2 – General Terms and Conditions 7(9) (a) in case of personal delivery, at the time and on the date of personal delivery; (b) if sent by facsimile or email transmission, at the time and on the date indicated on a confirmation of successful transmission page relating to such facsimile transmission or at the time and date indicated on a response confirming such successful email transmission; (c) if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or (d) at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any party by email, such party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. 13.2.2 All such notices, demands, requests and other communications shall be sent to the addresses set out in the Individual Terms. 13.3 Assignment 13.3.1 Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 13.4 Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 13.5 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 13.6 Entire Agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. 13.7 Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. Schedule 2 – General Terms and Conditions 8(9) 13.8 Survival If this Agreement is terminated or expires pursuant to the terms in the Individual Terms, Section 12 (Confidential Information), Section 13.9 (Protection of Personal Data), Section 14 (Governing Law), Section 15 (Dispute Resolution) as well as this Section 13.8, shall survive any termination or expiration and remain in force as between the Parties after such termination or expiration. 13.9 Protection of Personal Data The Parties shall conduct any processing of Personal Data in compliance with applicable national, federal, state, and international laws and regulations of the intended markets (markets listed in the Appendix 1.09 of Development Service Agreement entered into by N ingbo Geely Automobile Research & Development Co., Ltd and Polestar Performance AB with contract number: GEE21-012) relating to such Personal Data now or hereafter in effect. The Parties acknowledge that the intention is that neither Party will process Personal Data on behalf of the other Party under or in connection with this Agreement. Notwithstanding this Section 13.9 if either Party anticipates that a Party will process Personal Data on behalf of the other Party in connection with this Agreement, that Party shall promptly notify the other Party of that fact. To the extent necessary, the Parties to this Agreement shall then negotiate in good faith amending this Agreement to permit the processing of Personal Data is performed in a way that complies with applicable laws, and neither Party shall process Personal Data on behalf of the other until this Agreement has been so amended or supplemented. 14. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China, without giving regard to its conflict of laws principles. 15. DISPUTE RESOLUTION 15.1 Escalation principles 15.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten (10) days of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 15.1.2 The members of the Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on
Schedule 2 – General Terms and Conditions 9(9) terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect. 15.1.3 If the Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 15.2 below. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the General Counsels of each Party immediately and Section 15.1.2 above shall not apply. 15.1.4 If the General Counsels of each Party cannot settle the deadlock within 30 days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within 30 days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 15.2 below. 15.1.5 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 12 above. 15.1.6 Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 15.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 15.2 Arbitration 1.1.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall, be submitted to China International Economic and Trade Arbitration Committee (“CIETAC”) for arbitration, which shall be held in Shanghai and conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration, whereas the language to be used in the arbitral proceedings shall be English and Chinese. The arbitral tribunal shall be composed of three arbitrators. 15.2.1 Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 15.2.2 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 15.2.3 All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential.
Agreement no.: GEE24-016 Amendment Agreement Template v20190325 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT AGREEMENT This Amendment Agreement No. 1 to the GEE23-045 VP, TT and PP Vehicle Supply Agreement (“Amendment”) is between Polestar Automotive China Distribution Co. Ltd., (“Polestar”), Ningbo Hangzhou Bay Geely Automotive Parts Co., Ltd., (“Plant”) and Zhejiang Geely Automobile Co., Ltd. Ningbo Hangzhou Bay Factory (the “Catalogue Company”). The Plant and Catalogue Company are referred to individually and collectively as the “Seller”, unless otherwise specifically used or referred to hereunder. The Plant and the Catalogue Company are referred to individually and collectively as a “Party” on the one hand (save that the specific entity should be determined based on the context hereunder) and the Buyer as a “Party” on the other hand, and jointly as the “Parties”. BACKGROUND A. The Parties have entered into a VP, TT and PP Vehicle Supply Agreement (Agreement number: GEE23-045) signed February 1, 2024 with an effective date of April 2023 (the “Agreement”). B. The Parties now wish to amend the Agreement to the extent set out below. C. Now, therefore, the Parties agree as follows: 1. SCOPE OF AMENDMENT 1.1 The Agreement will be deemed amended to the extent herein provided and will, except as specifically amended, continue in full force and effect in accordance with its original terms. In case of any discrepancy between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall prevail. Any definitions used in this Amendment shall, unless otherwise is stated herein, have the respective meanings set forth in the Agreement. 1.2 The amendments to the provisions in the Agreement as stated in Section 2 below, such provisions highlighted for ease of reference in bold italics, shall come into force on the date this Amendment is signed by the last Party to sign it (as indicated by the date associated with that Party’s signature). 2. AMENDMENTS 2.1 The following shall be added to the end of Section 1.1 of the Agreement: Agreement no.: GEE24-016 Amendment Agreement Template v20190325 “Purchase Order” means a purchase order by the Buyer for the supply by the Seller of a finished (completely built) VP, TT and PP Vehicles, containing (as the transaction, context, circumstance, or case may be) the detailed specifications and commercial data, transmitted electronically by the Buyer to the Seller. “Spare Parts” means the parts, components and spare parts for Polestar branded vehicle with the internal project name [***]. 2.2 The following shall be added to the end of Section 2.2.1 of the Agreement: “Spare Parts related to VP, TT and PP vehicles shall also fall within the scope of this agreement.” 2.3 A new Section 3.2 shall be added to the Agreement as follows: “When desiring to purchase VP, TT and PP Vehicles under this Agreement, the Buyer will issue a request to the Seller that will investigate the delivery possibilities and provide a quote. If the Buyer agrees to the quote the Buyer shall issue a Purchase Order and submit it to the Seller upon which the Parties will have a binding commitment to purchase and supply the VP, TT and PP Vehicles covered by the Purchase Order. “ 2.4 A new Section 3.3 shall be added to the Agreement as follows: “The Buyer may cancel a Purchase Order in whole or in part. In this event the Buyer shall reimburse the Seller for any actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate. The Seller shall produce reasonable documentation on the incurred costs and expenses for which the Seller claims reimbursement.” 2.5 Appendix 1 to the Agreement shall be replaced its entirety by Appendix 1 attached to this Amendment. 3. GENERAL PROVISIONS 3.1 This Amendment is and should be regarded and interpreted as an amendment to the Agreement. The validity of this Amendment is therefore dependent upon the validity of the Agreement. 3.2 No amendment of this Amendment will be effective unless it is in writing and signed by both Parties. A waiver of any default is not a waiver of any later default and will not affect the validity of this Amendment. 3.3 Sections 14 and 15 of the Agreement shall apply to this Amendment as well. 3.4 The Parties may execute this Amendment in counterparts which taken together will constitute one instrument. ______________________________ [SIGNATURE PAGE FOLLOWS] Agreement no.: GEE24-016 Amendment Agreement Template v20190325 POLESTAR AUTOMOTIVE CHINA NINGBO HANGZHOU BAY GEELY AUTOMOTIVE DISTRIBUTION CO. LTD. PARTS CO., LTD. By: /s/ Ellie Wu By: /s/ Zhao Chaolin Printed Name: Ellie Wu Printed Name: Zhao Chaolin Title: General Manager Title: General Manager Date: 2024.04.03 Date: 2024.04.11 By: By: Printed Name: Printed Name: Title: Title: Date: Date: ZHEJIANG GEELY AUTOMOBILE CO., LTD. NINGBO HANGZHOU BAY FACTORY By: /s/ Zhao Chaolin By: Printed Name: Zhao Chaolin Printed Name: Title: General Manager Title: Date: 2024.04.11 Date: Agreement no.: GEE24-016 APPENDIX 1 – List of VP, PP and TT Vehicles 1. List and Price of ordered VP, TT and PP Vehicles 1.1. Table 1 and Table 2 below contain the VP, TT and PP Vehicles ordered at the time of entering into this Agreement including Amendment No 1. The Parties acknowledge that additional VP, TT and PP Vehicles are possible for the Buyer to order following the process described in Section 3 of the Agreement. 1.2. The cost for any preparation activities of the VP, TT and PP Vehicles, and transportation cost from plant in Hangzhou Bay to preparation area in Shanghai is included in the list in Table 1 below and will be included in the invoices when invoiced from Seller to the Buyer when applicable. 1.3. The cost for any preparation activities need related to the VP, TT and PP Vehicles, and transportation cost from the plant in Hangzhou Bay to the preparation area in Shanghai for VP, TT and PP Vehicles included in Table 2 below or related to additional VP, TT and PP vehicles ordered under this Agreement shall be agreed upon between the Parties, confirmed by Buyer when issuing a Purchase Order and included in the invoices when invoiced from Seller to the Buyer when applicable. Table 1 [***] Table 2 [***] 2. Delivery term 2.1 Delivery term EXW. Exact location for delivery is further specified in Table 1 and Table 2 above under Section 1. If agreed between the Parties another location for delivery can be agreed.
Agreement No.: PS21-071 1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SERVICE AGREEMENT Volvo Car Corporation and Polestar Performance AB Manufacturing engineering, Supply Chain Management, R&D and Procurement services related to Polestar 3 car model manufactured in USA Agreement No.: PS21-071 2 APPENDICES Appendix 1.1 – Service Specification Manufacturing Engineering and Supply Chain Management (SCM) Appendix 1.2 – Service Specification Direct Material Procurement Appendix 1.3 – Service Specification Indirect Material Appendix 1.4 – Service Specification R&D Appendix 2 – Service Charges Appendix 3 – Governance Structure Appendix 4 – Template Financial Reporting Appendix 5 – Sustainability Requirements Agreement No.: PS21-071 3 This SERVICE AGREEMENT is entered into between: (1) Volvo Car Corporation, Reg. No. 556074-3089, a limited liability company incorporated under the laws of Sweden (“Volvo Cars” or “Service Provider”); and (2) Polestar Performance AB., Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden (“Polestar” or “Purchaser”). Each of Volvo Cars and Polestar is hereinafter referred to as a “Party” and jointly as the “Parties”. BACKGROUND A. Volvo Cars is an experienced manufacturer of Volvo branded cars. It is understood that Volvo Cars is not normally a service provider. B. Polestar is engaged in manufacturing and sale of Polestar branded high-end electric performance cars. C. The Parties have agreed that Volvo Cars shall manufacture the Polestar Vehicle. D. The Parties have agreed that Volvo Cars shall provide services concerning the Polestar Vehicle to Polestar. E. In light of the foregoing, the Parties have agreed to execute this Agreement. 1. DEFINITIONS 1.1. For the purpose of this Agreement, the following terms shall have the meanings assigned to them below. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 1.2. “Affiliate” means 1.2.1. for Polestar, any other legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC; 1.2.2. for Volvo Cars, Volvo Car Corporation and Volvo Car AB and any other legal entity that, directly or indirectly, is controlled by Volvo Car Corporation and Volvo Car AB, however, for the avoidance of doubt, not Polestar or its Affiliates; 1.2.3. “control” for this purpose meaning ownership or control of at least one-hundred per cent (100%) with regard to Polestar Affiliates, and fifty per cent (50%) with regard to Volvo Cars Affiliates of the voting stock, partnership interest or other ownership interest of such legal entity. The Parties, however, agree to renegotiate this definition of “Affiliate” in good faith if it in the future does not reflect the Parties’ intention at the time of signing this Agreement due to a restructuring or reorganisation in relation to either of the Parties. Agreement No.: PS21-071 4 1.3. “Agreement” means this Service Agreement including all of its Appendices as amended from time to time. 1.4. “Appendix” means the appendices to this Service Agreement. 1.5. “Background IP” means the Intellectual Property Rights either; 1.5.1. owned by either of the Parties; or 1.5.2. created, developed or invented by directors, managers, employees or consultants of either of the Parties to which the Party has licensed rights instead of ownership and the right to grant a sublicense 1.5.3. prior to the execution of this Agreement, and any Intellectual Property Rights developed independently of this Agreement. 1.6. “Confidential Information” means any and all information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to information relating to Intellectual Property Rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, statement of works (including engineering statement of works and any specification), targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to or after the execution of this Agreement. 1.7. “Data Room” means the secure environment personal approved access information sharing platform agreed to be used between the Parties in relation to this Agreement. 1.8. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party. 1.9. “Force Majeure Event” shall have the meaning set out in Section 15.1.1 below. 1.10. “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight which would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Agreement. 1.11. “Intellectual Property Rights” means Patents, Non-patented IP, Know-How and rights in Confidential Information to the extent protected under applicable laws anywhere in the world. For the avoidance of doubt, Trademarks are not comprised by this definition. 1.12. “Know-How” means confidential and proprietary industrial, technical and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, component lists, market forecasts, lists and particulars of customers and suppliers. 1.13. “Non-patented IP” means copyrights (including rights in computer software), database rights, semiconductor topography rights, rights in designs, and other intellectual property rights (other than Trademarks and Patents) and all rights or forms of protection having equivalent or similar effect anywhere in the world, in each case whether registered
Agreement No.: PS21-071 5 or unregistered, and registered includes registrations, applications for registration and renewals whether made before, on or after execution of this Agreement. 1.14. "Other Polestar Branded Vehicles" means Polestar branded vehicle models other than the Polestar Vehicle. 1.15. “Patent” means any patent, patent application, or utility model, whether filed before, on or after the execution of this Agreement, along with any continuation, continuation-in-part, divisional, re-examined or re-issued patent, foreign counterpart or renewal or extension of any of the foregoing. 1.16. “Polestar Vehicle” means the Polestar branded vehicle model Polestar 3. 1.17. “Results” shall mean any outcome of the Services provided to Polestar under this Agreement (including but not limited to any IP, technology, patents, designs, software, methods, processes, deliverables, objects, products, documentation, modifications, improvements, and/or amendments to be carried out by Volvo Cars ) and any other outcome or result of the Services to be performed by Volvo Cars as described in the relevant Appendix 1.1,Appendix 1.2, and Appendix 1.3, irrespective of whether the performance of the Services has been completed or not. For clarity, Results shall not include any Results Polestar Technology and Results PS Unique Volvo Technology. 1.18. “Results Polestar Technology” shall mean any outcome of the Services provided to Polestar under this Agreement (including but not limited to any IP, technology, patents, designs, software, methods, processes, deliverables, objects, products, documentation, modifications, improvements, and/or amendments to be carried out by Volvo Cars ) and any other outcome or result of the Services to be performed by Volvo Cars as described in Appendix 1.4, irrespective of whether the performance of the Services has been completed or not; and only in so far as any of the foregoing falls within category 1 (Polestar Technology) as established between the Parties in the Polestar 3 project. 1.19. “Results PS Unique Volvo Technology” shall mean any outcome of the Services provided to Polestar under this Agreement (including but not limited to any IP, technology, patents, designs, software, methods, processes, deliverables, objects, products, documentation, modifications, improvements, and/or amendments to be carried out by Volvo Cars ) and any other outcome or result of the Services to be performed by Volvo Cars as described in Appendix 1.4, irrespective of whether the performance of the Services has been completed or not and only in so far as any of the foregoing falls within category 2 (PS Unique Volvo Technology) as established between the Parties in the Polestar 3 project. 1.20. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. 1.21. “Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of, a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Territory; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom the Three Parties, respectively under applicable law, would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). Agreement No.: PS21-071 6 1.22. "Sanctioned Party" means, at any time, an individual or entity that is: (a) any person specifically listed in any Sanctions List; or (b) any person controlled or owned by any such person referred to in (a) above. 1.23. “Sanctioned Territory” means a country, region or territory that is the subject of comprehensive country-wide, region-wide or territory-wide Sanctions, or whose government is the target of comprehensive Sanctions. 1.24. “Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes, export controls or other restrictive measures enacted, administered, implemented and/or enforced from time to time by the United Nations Security Council, the United States of America, the United Kingdom, the Europe and Union and/or member state of the European Union, the Kingdom of Norway, the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT), and other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Parties or performance of this Agreement. 1.25. “Sanctions Authority” means: 1.25.1. the United Nations Security Council; 1.25.2. the United States of America; 1.25.3. the United Kingdom; 1.25.4. the European Union and/or a member state of the European Union; 1.25.5. the Kingdom of Norway; 1.25.6. the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT); and 1.25.7. any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Polestar or its Affiliates or performance of this Agreement. 1.26. “Sanctions List” means the following lists of designated sanctions targets maintained by a Sanctions Authority from time to time: 1.26.1. in the case of the United Nations Security Council, the United Nations Security Council Consolidated List; 1.26.2. in the case of OFAC: the Specially Designated Nationals and Blocked Persons List; 1.26.3. in the case of HMT: the Consolidated List of Financial Sanctions Targets; 1.26.4. in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and 1.26.5. or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, where such list or public announcement purports to block the property or interests in property of, or prohibit the provision of funds or economic resources to, the designated persons. 1.27. “Services” means the services provided from Volvo Cars to Polestar as specified in Appendix 1.1, Appendix 1.2 Appendix 1.3 and Appendix 1.4. Agreement No.: PS21-071 7 1.28. “Service Charge” means the compensation payable by Purchaser to Service Provider in accordance with Appendix 2. 1.29. [***] 1.30. “Territory” means United States of America. 1.31. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement. 1.32. “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get- up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against third parties. 1.33. “Use” means to make, have made, use (including in a process, such as use in designing, engineering, testing or assembling products or in their research or development), keep, install, integrate, extract, assemble, reproduce, incorporate, create derivative works of, modify, adapt, improve, enhance, develop, service or repair, including in the case of installation, integration, assembly, service or repair, the right to have a subcontractor of any tier carry out any of these activities on behalf of the Parties in their capacity as a licensee hereunder. 1.34. The right to “have made” is the right of the Parties in their capacity as a licensee hereunder, as applicable, to have another person (or their subcontractor of any tier) make for the Parties and does not include the right to grant sub-licenses to another person to make for such person’s own use or use other than for the Parties. 1.35. “VCCH” means Volvo Cars USA LLC. 1.36. “Way Of Working” means the level of way of working set out in Section 2.2.2 below. 2. SCOPE OF THE AGREEMENT 2.1. General 2.1.1. The Parties have agreed that Volvo Cars shall provide to Polestar manufacturing engineering, supply chain management, development and procurement services related to the Polestar Vehicle. It is acknowledged that such work will be conducted in accordance with the standards that Volvo Cars is using in its internal projects. 2.1.2. Polestar wishes to obtain such services in relation to the Polestar Vehicle. 2.1.3. The Polestar Vehicle is the first car launched based on the[***]. The services provided under this Agreement is connected to manufacturing of the Polestar Vehicle in the Volvo Cars Charleston plant in USA with a start of production currently estimated to[***]. Polestar Vehicle will be offered with electrified powertrains only. The Polestar Agreement No.: PS21-071 8 Vehicle is a new top-hat but has a high degree of shared systems with Volvo Cars vehicles. 2.1.4. The Appendices shall be considered an integral part of this Agreement and any reference to the Agreement shall include the Appendices. 2.1.5. In the event there are any contradictions or inconsistencies between the terms of this Agreement and the appendices hereto, the Parties agree that they shall prevail over each other in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: a) this Agreement b) Appendix 5 – Sustainability Requirements c) Appendix 1.1 – Service Specification Manufacturing Engineering and Supply Chain Management (SCM) d) Appendix 1.2 – Service Specification Direct Material Procurement e) Appendix 1.3 – Service Specification Indirect Material Procurement f) Appendix 1.4 – Service Specification R&D g) Appendix 2 – Service Charges h) Appendix 3 – Governance and Changes Structure i) Appendix 4 – Financial Reporting 2.2. Way of Working 2.2.1. Before entering into this Agreement, Polestar has been informed about the service processes and procedures that Volvo Cars is applying for its internal work and which Volvo Cars will be using for the Services under this Agreement. 2.2.2. Under this Agreement, Volvo Cars shall use professional, appropriate, qualified and skilled personnel, and shall ensure that its personnel have been properly educated and trained for the work to be performed, including being fully acquainted with Polestar’s specific requirements. Volvo Cars shall avoid unnecessary changes in the personnel engaged in performing its undertakings under this Agreement. Volvo Cars shall work according to the same standard of care and professionalism that is done in Volvo Cars’ internal projects. Such standard of care and professionalism, as well as Volvo Cars’ performance of its undertakings under this Agreement, shall however at all times correspond to Industry Standard. If Volvo Cars uses its Affiliates and/or subcontractors
Agreement No.: PS21-071 9 to perform its responsibilities under this Agreement, the same way of working shall apply as if such performance was made by Volvo Cars itself. 2.2.3. Volvo Cars shall ensure that it has sufficient resources to perform its responsibilities under this Agreement. Furthermore, Volvo Cars undertakes to ensure that the Services will not be given lower priority than other Volvo Cars internal similar projects. 2.2.4. Polestar shall ensure that it has sufficient resources to perform its responsibilities under this Agreement and in particular provide Volvo Cars timely with necessary instructions and decisions requested by Volvo Cars, as required for Polestar to fulfil its responsibilities under this Agreement. Furthermore, Polestar shall use professional and skilled personal for the responsibilities to be performed. 3. SERVICES Volvo Cars undertakes to provide to Polestar manufacturing engineering, logistic, development and procurement services, jointly referred to as Services. The rights and obligations for providing the Services are covered under this Section 3. 3.1. Provision of services 3.1.1. Specification of Services 3.1.1.1. The Parties have agreed upon the scope and specification of the Services provided under this Agreement in Appendix 1.1, Appendix 1.2, Appendix 1.3 and Appendix 1.4 The Services shall be provided for the production of [***]in Charleston plant. 3.1.2. Making available the Results 3.1.2.1. Volvo Cars shall make the Results, Results Polestar Technology, and Results PS Unique Volvo Technology (or if not finalised, any part of the foregoing that has been finalised) available to Polestar within the timeframes specified in Appendix 1.1, Appendix 1.2, Appendix 1.3 and Appendix 1.4, but under all circumstances promptly after any part of the Results, Results Polestar Technology, or Results PS Unique Volvo Technology has been finalised. 3.1.2.2. The Parties agree and acknowledge that Volvo Cars shall not provide any Results, Results Polestar Technology and Results PS Unique Volvo Technology into the Data Room unless Polestar makes a service request. Polestar may request that Volvo Cars shall provide Polestar certain Results, Results Polestar Technology or Results PS Unique Volvo Technology by electronically loading files with the relevant information into a Data Room and otherwise provided as agreed between the Parties e.g. through knowledge transfer meetings. For clarity, if there are any further costs spent to administrate the provision of certain Results, Results Polestar Technology or Results PS Unique Volvo Technology as requested by Polestar under the foregoing, Polestar shall be required to pay such costs in accordance with arm’s length principles. 3.1.3. Categorization of the Services. 3.1.3.1. The Parties agree and acknowledge that they have established a categorization (numbered 1, 2, 3A, 3B, 4) of technical areas within the Polestar 3 Agreement No.: PS21-071 10 project and whenever the Parties refer to "category/categories” in this Agreement, they are referring to those categories. The category of any Services leading to any Results Polestar Technology and Results PS Unique Volvo Technology shall be recorded in the relevant engineering systems at Volvo Cars. Volvo Cars shall undertake to perform all Services while respecting the principles relating to each category. 3.1.3.2. Except for what is described under Section 3.5 (License to PS Unique Volvo Technology) and Section 3.6 (Polestar Technology), the Results shall be categorized under sole discretion by Volvo Cars but in accordance with the established categorization between the Parties in relation to the Polestar 3 project. 3.1.3.3. In case there is any issue relating to the categorization of either the Results, Results Polestar Technology, or Results PS Unique Volvo Technology, the issue shall be escalated in accordance with the governance process described in Section 17 below. 3.1.4. Subcontractors 3.1.4.1. The Parties acknowledge that Volvo Cars may use its Affiliates and/or subcontractors to perform the Services under this Agreement, provided that Volvo Cars informs Polestar thereof. 3.1.4.2. Volvo Cars shall however remain responsible for the performance, and any omission to perform or comply with the provisions in this Section 3, by any Affiliate to Volvo Cars and/or any subcontractor to the same extent as if such performance or omittance was made by Volvo Cars itself. Volvo Cars shall also remain Polestar’s sole point of contact unless otherwise agreed. 3.2. Service Requirements 3.2.1. All Services shall be performed in accordance with the requirements set forth in this Agreement, including Appendix 1.1, Appendix 1.2, Appendix 1.3. and Appendix 1.4 3.2.2. Polestar shall provide Volvo Cars with instructions as reasonably required for Volvo Cars to be able to carry out the Services. Volvo Cars must continuously inform Polestar of any needs of additional instructions or specifications required to perform the Services. 3.3. Intellectual Property Rights 3.3.1. Ownership of existing Intellectual Property Rights. 3.3.1.1. Each Party remains the sole and exclusive owner of (i) any Background IP and other Intellectual Property Rights owned prior to the execution of the Services under this Agreement, (ii) any Intellectual Property Rights developed independently of the Services in this Section 3, and (iii) any Intellectual Property Agreement No.: PS21-071 11 Rights which are modifications, amendments or derivatives of any Intellectual Property Rights already owned by such Party. 3.3.1.2. Nothing in this Agreement shall be deemed to constitute an assignment of, or license to use, any Trademarks of the other Party. 3.3.2. Ownership of Results. 3.3.2.1. In the event, with the exception on what is set out in Section 3.6 below in relation to Results Polestar Technology, any Results and Results PS Unique Volvo Technology are created as a result of the Services provided by Volvo Cars (or if applicable, any of its appointed Affiliates or subcontractors) under this Agreement, the Parties agree that Volvo Cars shall be the exclusive owner of such Results, including all modifications, amendments and developments thereof. Hence, all Results shall automatically upon their creation stay with Volvo Cars. Volvo Cars shall further have the right to transfer, sublicense, modify and otherwise freely dispose of the Results, while Results PS Unique Technology are subject to the limitations described under Section. 3.5 below. 3.4. Results. 3.4.1. Volvo Cars hereby grants to Polestar a non-exclusive, irrevocable, perpetual (however at least fifty (50) years long (however, in no event shall such time exceed the validity period of any IP or Background IP included in the license described hereunder)) and non-assignable license to, within the Territory and only in relation to the Polestar Vehicle and Other Polestar Branded Vehicles: Use, in whole or in part, the Results; if applicable, Use any Background IP embedded in or otherwise used in the development of the Results to the extent such license is necessary or reasonably necessary to make Use of the license granted to the Results; and design, engineer, Use, make and have made, repair, service, market, sell and make available products and/or services based on, incorporating or using the Results and any Background IP referred to in (a) and (b) above, in whole or in part. 3.4.2. The license granted to Polestar in accordance with Section 3.4.1 shall be fully sub- licensable to Polestar’s Affiliates, but shall not be sub-licensable to any Third Party without prior written consent from Volvo Cars, which shall not be unreasonably withheld (whereby a sublicense/license to a Third Party which is a competitor of Volvo Cars is an example of what could be deemed unreasonable) or delayed. For the avoidance of doubt, Volvo Cars shall be free to Use and to grant licenses to the Results Agreement No.: PS21-071 12 and any Background IP to Volvo Cars’ Affiliates and any Third Parties without prior written consent from Polestar. 3.4.3. Notwithstanding anything to the contrary in this Agreement shall be construed as to give the other Party any rights, including but not limited to any license rights (express or implied), to any Background IP, except as expressly stated herein. 3.5. Results PS Unique Volvo Technology. 3.5.1. Volvo Cars hereby grants to Polestar an exclusive, irrevocable, perpetual (however at least fifty (50) years long (however, in no event shall such time exceed the validity period of any IP or Background IP included in the license described hereunder)) and non-assignable license to, within the Territory and only in relation to the Polestar Vehicle and Other Polestar Branded Vehicles: Use, in whole or in part, the Results PS Unique Volvo Technology; if applicable, Use any Background IP embedded in or otherwise used in the development of the Results PS Unique Volvo Technology to the extent such license is necessary or reasonably necessary to make Use of the license granted to the Results PS Unique Volvo Technology; and design, engineer, Use, make and have made, repair, service, market, sell and make available products and/or services based on, incorporating or using the Results PS Unique Volvo Technology and any Background IP referred to in (a) and (b) above, in whole or in part. For clarity, Volvo Cars shall have no right to make any Use whatsoever of, or to grant any further licenses to, any Results PS Unique Volvo Technology. With the exception of what is set out in this Section 3.5, Section 3.4 shall apply to Results PS Unique Volvo Technology. 3.5.2. In the event Volvo Cars in its sole discretion, determines that the Results PS Unique Volvo Technology, or parts thereof, shall no longer be PS Unique Volvo Technology but instead be considered as Results covered only by Section 3.4 above and Volvo Cars should pay Polestar a compensation. The Parties shall negotiate the compensation in good faith and agree on a compensation which is in compliance with applicable tax legislation, including but not limited to the “arm’s length principle”. The relevant Results PS Unique Volvo Technology shall immediately, upon Volvo Cars’ decision, no longer be considered Results PS Unique Volvo Technology but instead be considered Results and what is set out in Section 3.4 above shall thus apply instead. For avoidance of doubt, Volvo Cars’ right under this Section 3.5.2 may be exercised at any time also after the term of this Agreement. 3.6. Results Polestar Technology. 3.6.1. Volvo Cars shall assign to Polestar all of its right, title and interest in and to the Results Polestar Technology together with the goodwill associated thereto and any and all rights of enforcement with respect to such Results Polestar Technology, including all
Agreement No.: PS21-071 13 rights to sue and recover for past infringement thereof, and any and all causes of action related thereto. 3.6.2. Polestar hereby grants to Volvo Cars a non-exclusive, worldwide, and non-transferable license to Use the Results Polestar Technology only in so far as necessary to provide the Services under this Agreement. 3.6.3. Volvo Cars’ right to a license grant to Results Polestar Technology. 3.6.3.1. In the event Volvo Cars requests that the Results Polestar Technology shall be licensed to Volvo Cars, and Polestar consents, Polestar shall grant to Volvo Cars a license to such Results Polestar Technology. Such consent from Polestar shall not be unreasonably withheld or delayed. In such a case, Volvo Cars shall pay a compensation to Polestar. The Parties shall negotiate the compensation in good faith and agree on a compensation which is in compliance with applicable tax legislation, including but not limited to the “arm’s length principle”. The Parties agree and acknowledge that the license grant shall be equal to at least the same terms that the Parties have agreed to on “Polestar Technology not being Common Polestar Technology” in the relation to the Polestar 3 project. 3.7. Limitations in relation to Third Party IP in relation to suppliers. 3.7.1. Polestar acknowledges that certain IP incorporated in the Results, Results Polestar Technology and Results PS Unique Volvo Technology is owned by Third Parties (i.e., suppliers to Volvo Cars). For example, the Third Party suppliers, engaged by Volvo Cars, have developed certain vehicle parts, components or technology and pursuant to an agreement between Volvo Cars and the relevant Third Parties, Volvo Cars has a license to the Third Party’s IP, but may not automatically be allowed to license or assign the technology to any other party without the Third Party’s consent. Volvo Cars shall when sourcing development from any Third Party secure that Volvo Cars obtains all the rights necessary in order for Polestar to be able to make use of the Results, Results Polestar Technology and Results PS Unique Volvo Technology to the extent set out in this Agreement. 3.7.2. In case there are any limitations relating to Third Party IP, Volvo Cars shall inform Polestar without undue delay when becoming aware of such limitations and the Parties agree and acknowledge that such Third Party’s IP shall not be licensed or assigned to Polestar until the relevant consent has been given by the Third Party. Volvo Cars shall make it´s best efforts to mitigate such limitations and if necessary, support in finding an alternative solution to the reasonable satisfaction of both Parties. Volvo Cars shall inform Polestar without undue delay once consent has been given. 3.8. Polestar brand name 3.8.1. For sake of clarity, it is especially noted that this Agreement does not include any right to use the “Polestar” brand name or Trademarks, or refer to “Polestar” in communications or official documents of whatever kind. 3.8.2. This means that this Agreement does not include any rights to directly or indirectly use the “Polestar” brand name or “Polestar” Trademarks, on or for any products or when Agreement No.: PS21-071 14 marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 3.9. Volvo brand name 3.9.1. Correspondingly, it is especially noted that this Agreement does not include any right to use the “Volvo” brand name, or Trademarks, or refer to “Volvo” in communications or official documents of whatever kind. The Parties acknowledge that the “Volvo” Trademarks as well as the “Volvo” name is owned by Volvo Trademark Holding AB and that the right to use the name and the “Volvo” Trademarks is subject to a license agreement, which stipulates that the name, Trademarks and all thereto related Intellectual Property Rights can only be used by Volvo Car Corporation and its Affiliates in relation to Volvo products. 3.9.2. This means that this Agreement does not include any rights to directly or indirectly use the “Volvo” brand name or “Volvo” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 4. SERVICE CHARGES AND PAYMENT TERMS 4.1. Service Charge 4.1.1. In consideration of Volvo Cars’ performance of the Services under this Agreement, Polestar shall pay to Volvo Cars the Service Charges under the payment terms as further described in Appendix 2. 5. AUDITS 5.1.1. During the term of this Agreement, Polestar shall have the right to, upon reasonable notice in writing to Volvo Cars, inspect Volvo Cars’ books and records related to the Services and the premises where the work to finalise the Services is carried out, in order to conduct quality controls and otherwise verify the statements rendered in this Agreement. 5.1.2. Audits shall be made during regular business hours and be conducted by Polestar or by an independent auditor appointed by Polestar. Should Polestar during any inspection find that Services do not fulfil the requirements set forth herein, Polestar is entitled to comment on the identified deviations. Volvo Cars shall, upon notice from Polestar, take the actions required in order to fulfil the requirements. In the event the Parties Agreement No.: PS21-071 15 cannot agree upon measures to be taken in respect of the audit, each Party shall be entitled to escalate such issue to relevant governance forum on high governance level. 6. TEMPLATE FINANCIAL REPORTING 6.1. The Parties agree that the basis for calculating the Service Charges shall be transparent and auditable to Polestar and be done based on the template attached as Appendix 4. 7. DELAYS, DEFECTS ETC. 7.1. Delay 7.1.1. In the event Volvo Cars risks not to meet an agreed deadline or is otherwise in delay with the performance of the Services, Volvo Cars shall inform Polestar of the reasons for and consequences of not meeting the deadlines and shall[***]. 7.1.2. If the Start of Production of the Polestar Vehicle in the Territory is delayed due to factors beyond the control of either Party, including but not limited to the Service Provider (including its agents, supplier, or subcontractors), then the Parties shall[***]. 7.2. Defects in delivery of the performance of the Services 7.2.1. In the event the Services and/or the Results, Results Polestar Technology, Results PS Unique Volvo Technology, or any part thereof, after having met a Gate, deviate from the requirements set forth in the Service Specification, or if the Services otherwise does not meet the requirements set forth in this Service Agreement, Volvo Cars shall, [***]. 7.2.2. Polestar shall not be responsible for costs that relate to poorly executed Services or Services having been performed by personnel not qualified for such Services, in breach of Section 2.2.2, as long as such costs would not have occurred had the Services been properly executed or performed by qualified personnel. 7.3. Effects of Polestar’s actions 7.3.1. Notwithstanding what is set out above in this Section 7, Polestar shall be responsible for costs relating to delays which are due to Polestar’s non-fulfilment of any of its obligations under this Agreement or Polestars’ requests for changes to the Service Specifications. Further, any such delays which are due to Polestar shall give a corresponding extension of time to Volvo Cars for meeting any time plan. 7.3.2. Notwithstanding what is set out above in this Section 7, Polestar shall be responsible for costs relating to faults and defects which are due to Polestars’ non-fulfilment of any of its obligations under this Service agreement. 8. WARRANTIES 8.1. General warranties Each Party warrants and represents to the other Party that: it is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable; Agreement No.: PS21-071 16 it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement have been duly authorized and approved, with such authorization and approval in full force and effect, and do not and will not (i) violate any laws or regulations applicable to it or (ii) violate its organization documents or any agreement to which it is a party; and this Agreement is a legal and binding obligation of it, enforceable against it in accordance with its terms. 9. INDEMNIFICATION 9.1. General 9.1.1. The Parties acknowledge that all Services are provided to Polestar on an “as is” basis, without any warranties or representations of any kind (except for the warranties in Section 8.1 above), whether implied or express, and in particular any warranties of suitability, merchantability, description, design and fitness for a particular purpose, non-infringement, completeness, systems integration and accuracy are expressly excluded to the maximum extent permissible by law. 9.1.2. In addition, Volvo Cars does not [***]. 9.1.3. The principles set out in this Section 9 is reflected in the Service Charges and the fact that Volvo Cars is not a supplier or consultant of systems or technical solutions, but merely a car manufacturer which normally only develops technical solutions for its own business purposes. 9.1.4. The principles set forth in this Section 9 are exclusive. Without limiting the generality of the foregoing in this Section 9, the Parties agree that no other remedy whatsoever under any statute, law or legal principle shall be available to Polestar in relation to the licenses and/or work to be granted and/or performed by Volvo Cars hereunder. 9.2. Polestar’s indemnification 9.2.1. Polestar shall indemnify and hold harmless Volvo Cars and each of its Affiliates from and against [***]. 9.2.2. Polestar shall indemnify and hold harmless Volvo Cars and each of its Affiliates from and against [***]. 9.2.3. Volvo Cars shall after receipt of notice of a claim related to Polestar’s use of any Volvo Cars’ Background IP from Volvo Cars, or a claim which may reasonably be indemnifiable pursuant to Section 9.2.2 above notify Polestar of such claim in writing and Polestar shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third Party presenting the claim and/or intervene in any suit or action. Polestar shall at all times keep Volvo Cars informed of the status and progress of the claim and consult with Volvo Cars on appropriate actions to take. If Polestar fails to or chooses not to take actions to defend Volvo Cars within a reasonable time, or at any time ceases to make such efforts, Volvo Cars shall be entitled to assume control over the defence against such claim and/or
Agreement No.: PS21-071 17 over any settlement negotiation at Polestar’s cost. Any settlement proposed by Polestar on its own account must take account of potential implications for Volvo Cars and shall therefore be agreed in writing with Volvo Cars before settlement. Each Party will at no cost furnish to the other Party all data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim. 10. LIMITATION OF LIABILITY 10.1.1. Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. 10.1.2. Each Party’s aggregate liability for any direct damage arising out of or in connection with this Agreement shall be limited to [***] . 10.1.3. The limitations of liability set out in this Section 10 shall not apply in respect of damage; caused by wilful misconduct or gross negligence, or caused by a Party’s breach of the confidentiality undertakings in Section 11.2 below. 11. GOVERNANCE 11.1. Governance 11.1.1. The Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement, including its Appendices as well as issues and/or disputes arising under this Agreement. 11.1.2. The Parties agree that governance in respect of this Agreement shall be handled in accordance with what is set out in the Governance and Change Structure in Appendix 3. 11.1.3. The governance and co-operation between the Parties in respect of this Agreement shall primarily be administered on an operational level. In the event that the Parties on an operational level cannot agree, each Party shall be entitled to escalate such issue in accordance with what it set forth in the Governance and Changes Structure in Appendix 3 to this Agreement. In the event that the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and the procedure set forth in Section 17 shall apply. 11.2. Changes 11.2.1. During the term of this Agreement, Polestar can request changes to the Service Specification, which shall be handled in accordance with the governance procedure set forth in Section 11.1 above. Both Parties agree to act in good faith to address and respond to any change request within a reasonable period of time. 11.2.2. The Parties acknowledge that Volvo Cars will not perform in accordance with such change request until agreed in writing between the Parties. For the avoidance of any Agreement No.: PS21-071 18 doubt, until there is agreement about the requested change, all work shall continue in accordance with the existing Service Specification. 12. CONFIDENTIAL INFORMATION 12.1. All Confidential Information shall only be used for the purposes set forth in this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 12.1 below apply, in order to obtain patent protection or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; c) is obtained from a Third Party who is free to divulge the same; d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; e) is reasonably necessary for either Party to utilize its rights and make use of its Intellectual Property Rights; or f) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 12.2. The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 11.2. 12.3. Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. 12.4. If any Party violates any of its obligations described in this Section 11.2, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially Agreement No.: PS21-071 19 compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 17.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 12.5. This Section 11.2 shall survive the expiration or termination of this Agreement without limitation in time. 13. TERM AND TERMINATION 13.1. This Agreement shall become effective as of 1st of May 2021 and shall remain in force during the performance of the Services, unless terminated in accordance with Section 13.2 below. 13.2. Either Party shall be entitled to terminate this Agreement with immediate effect in the event; the other Party commits a material breach of the terms of this Agreement, which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors; or 13.3. For avoidance of doubt, either Party not paying the Service Charges, without legitimate reasons for withholding payment, shall be considered a material breach for the purpose of this Agreement. 13.4. Polestar shall in addition be entitled to cancel the Services performed by Volvo Cars for convenience upon 90 days written notice to Volvo Cars. 13.5. In the event Polestar cancels the Services in accordance with Section 13.4 above, Volvo Cars shall, in addition to the Service Charges include any other reasonable proven costs Volvo Cars has incurred until the effective date of the cancellation. 14. RESPONSIBLE BUSINESS 14.1. Compliance with laws, internationally recognized principles concerning business and human rights and Code of Conduct 14.1.1. Each Party shall comply with the laws, and regulations of the country/countries where it operates and all other laws and regulations of any other jurisdiction which are, at the time for signing the Agreement or later during the validity of this Agreement become, applicable to the business and the activities of the Three Party in connection with this Agreement. 14.1.2. Without limiting the generality of the foregoing, Three Party shall at all times follow: (i) all applicable laws, regulations and statutory requirements applicable to the Three Party when performing their respective obligations under this Agreement. This includes, but is not limited to those relating to the protection of people’s free enjoyment of labor Agreement No.: PS21-071 20 laws, i.e. such national laws regulating working conditions, work place health and safety, discrimination and the right to freedom of association and collective bargaining; (ii) internationally recognized human rights contained in the International Bill of Human Rights (i.e. the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights); UN Guiding Principles on Business and Human Rights; Ten Principles of the United Nations Global Compact (UNGC) covering human rights, labor standards, the environment and anti-corruption; the eight core ILO conventions as set out in the ILO Declaration of Fundamental principles and Rights at Work; where relevant, United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP); (iii) and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. 14.1.3. Volvo Car Group has adopted a corporate Code of Conduct for its business called Our Code – How we act (the “Volvo Cars Code of Conduct”) available at group.volvocars.com/sustainability, to which Volvo Cars and its affiliates are bound. Polestar has adopted a Code of Conduct for its business (the “Polestar Code of Conduct”) available at legal.polestar.com/ethics, to which Polestar and its affiliates are bound. Three Party agree that these two documents are expressions of the same or similar principles of good conduct, and hereby declare to each other that they shall adhere to, and shall cause their directors, officers, employees and contractors to adhere to, their respective Code of Conduct or similar principles, in their performance of their respective obligations under this Agreement. 14.1.4. Volvo Car Group has adopted a Code of Conduct for Business Partners (“the Volvo Cars Code of Conduct for Business Partners”) available at group.volvocars.com/sustainability. Polestar has adopted a Code of Conduct for Business Partners (“the Polestar Code of Conduct for Business Partners”). Three Party agree that these two documents are expressions of the same or similar principles of good conduct. The Three Party agree to make commercially reasonable efforts to ensure that their respective Business Partners (as defined in the applicable Code of Conduct for Business Partners), to the extent relevant for the performance under this Agreement, are committed to follow the applicable Code of Conduct for Business Partners, or similar principles. 14.1.5. If Polestar reasonably suspects that Volvo Cars does not adhere to (i) Volvo Cars Code of Conduct, and (ii) internationally recognized principles concerning business and human rights as described in Section 14.1.2 (i) and (ii) when performing its obligations under this Agreement, then Polestar shall have the right, either directly or through an independent third-party auditor appointed by Polestar, to conduct an on-site inspection. Any such inspection is subject prior reasonable notice in writing from Polestar to Volvo Cars. All information obtained during such an inspection shall be considered Confidential Information and be subject to the confidentiality undertaking in Section 9, unless the Parties agree otherwise. Polestar shall ensure that any
Agreement No.: PS21-071 21 independent third-party auditor undertakes the same confidentiality undertakings and obligations as those applicable to Polestar in this Agreement. 14.2. Export control, sanctions and customs rules 14.2.1. Volvo Cars shall obtain and maintain any export license(s) required to sell Contract Products to Polestar. 14.2.2. Volvo Cars shall, upon request, provide Polestar with all information and documentation necessary or useful for Polestar to comply with laws relating to export or re-export of the Contract Products to Europe and any other country agreed between the Parties. 14.2.3. Polestar and Volvo Cars hereby represent and warrant respectively that, neither it nor any of its Affiliates, officers, directors or employees (to the best of its knowledge): 14.2.4. Is, has been or will be a Restricted Party, and 14.2.5. shall not, when performing its obligations under this Agreement (a) conduct any business activity, directly or indirectly, with any Restricted Party, including by supplying to Polestar items sourced from a Restricted Party, (b) conduct any business activity involving any Sanctioned Territory, (c) conduct any business activity that is prohibited or restricted under trade sanctions or export control laws applicable to the Parties when performing under this Agreement, or (d) engage in any transaction that evades or attempts to violate restrictions under any trade sanctions or export control laws referenced in (a)-(c) above. 14.2.6. Polestar represents and warrants that the Polestar will not sell, provide, or transfer the Contract Products to any person located in a Sanctioned Territory, Russia, Belarus or to any Restricted Party. 14.3. Anti-Corruption 14.3.1. Three Party represents and warrants that it and its directors and officers: 14.3.2. will, when performing under this Agreement, conduct their operations and transactions in compliance with all applicable laws, regulations and rules relating to anti-money laundering, anti-bribery and anti-corruption, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and all other applicable laws prohibiting bribing government officials and private persons (the “Anti- Corruption Laws”), and 14.3.3. are not and have not been within a five-year period prior to the date of this Agreement condemned or sentenced by any judicial or administrative authority for any corrupt or illegal practice under the Anti-Corruption Laws. 14.4. Each Party represents and warrants that it has implemented policies and procedures aiming at preventing corruption and bribery, including effective sanctions against any Agreement No.: PS21-071 22 activity of its directors, officers and employees that might be considered a corrupt or illegal practice under the Anti-Corruption Laws. 14.5. Cybersecurity 14.5.1. In addition to its compliance with applicable laws and regulations in accordance with Section 14.1.1., and in particular with respect to cyber security, Volvo Cars will follow such standards, regulations and requirements, which in Volvo Cars’s sole discretion, are deemed relevant and applicable for the manufacturing of the Contract Products. 15. MISCELLANEOUS 15.1. Force majeure 15.1.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party's), failure of energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of suppliers or subcontractors. 15.1.2. A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 15.2. Notices 15.2.1. All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: in case of personal delivery, at the time and on the date of personal delivery; if sent by email transmission, at the time and date indicated on a response confirming such successful email transmission; if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; Agreement No.: PS21-071 23 in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any Party by email, such Party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. 15.2.2. All such notices, demands, requests and other communications shall be sent to following addresses: To Volvo Cars: Volvo Car Corporation 56214 Partnerships & Alliances Attention: [***] SE-405 31 Gothenburg, SWEDEN Email: [***] With a copy not constituting notice to: Volvo Car Corporation General Counsel 50090 Group Legal and Corporate Governance SE-405 31 Gothenburg, SWEDEN Email: [***] To Polestar: Polestar Performance AB Polestar Business Office Attention: [***] Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] With a copy not constituting notice to: Polestar Performance AB Legal Department Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] 15.3. Assignment 15.3.1. Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 15.3.2. Notwithstanding the above, each Party may assign this Agreement to an Affiliate without the prior written consent of the other Party. Agreement No.: PS21-071 24 15.4. Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing Party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 15.5. Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 15.6. Entire agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. 15.7. Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. 15.8. Survival If this Agreement is terminated or expires pursuant to Section 13 above, Section 3.4-3.6 (Results, Results PS Unique Volvo Technology and Results Polestar Technology) , Section 12 (Confidential Information), Section 16 (Governing Law), Section 17 (Dispute Resolution) as well as this Section 15.8, shall survive any termination or expiration and remain in force as between the Parties after such termination or expiration. 16. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of Sweden without giving regard to its conflict of laws principles. 17. DISPUTE RESOLUTION 17.1. Escalation principles 17.1.1. In case the Parties cannot agree on a joint solution for handling disagreements or disputes in the governance forum Volvo Cars/Polestar Executive E&O Steering Committee, described in Appendix 3, a deadlock situation shall be deemed to have occurred and any of the Parties can notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice as set forth in Section 15.2.2 above and this Section. In such deadlock notice the reasons and preferred solution for the deadlock situation shall be stated. Upon the receipt of such a deadlock notice, the receiving Party shall within [***]of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons
Agreement No.: PS21-071 25 for adopting such position, and simultaneously send a copy of its statement in accordance with what it set forth this Section 17.1. Each such statement shall be considered by the next regular meeting held by the Volvo Polestar Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 17.1.2. The members of the Volvo Polestar Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Volvo Polestar Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Volvo Polestar Steering Committee without undue delay. If the Volvo Polestar Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall ensure that such resolution or disposition is fully and promptly carried into effect. 17.1.3. If the Volvo Polestar Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice, despite using reasonable endeavours to do so, such deadlock will be referred to the Volvo Cars/Polestar Executive Alignment Meeting for decision. Should the matter not have been resolved by Volvo Cars/Polestar Executive Alignment Meeting within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 17.2 below. 17.1.4. All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 11.2 above. 17.1.5. Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 17.1 and apply shorter time frames and/or escalate an issue directly to the Volvo Cars/Polestar Executive Alignment Meeting in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 17.2. Arbitration 17.2.1. Any unresolved dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, whereas the seat of arbitration shall be Gothenburg, Sweden, the language to be used in the arbitral proceedings shall be English, and the arbitral tribunal shall be composed of three arbitrators. Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 17.2.2. In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect Agreement No.: PS21-071 26 of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 17.2.3. All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. [SIGNATURE PAGE FOLLOWS] Agreement No.: PS21-071 27 This Agreement may be signed electronically and in counterparts, which together will constitute one instrument. The Parties agree that a scanned or electronic copy of this Agreement signed by both Parties’ authorized signatories will constitute a binding agreement. [Place:] Gothenburg [Place:] Gothenburg [Date:] Dec, 2023 [Date:] Jan 5, 2024 VOLVO CAR CORPORATION POLESTAR PERFORMANCE AB By: /s/Maria Hemberg By: /s/ Jonas Engström Printed Name: Maria Hemberg Printed Name: Jonas Engström Title: General Councel _______ Title: Head of operations By: /s/ Johan Ekdahl By: /s/ Thomas Ingenlath Printed Name: Johan Ekdahl Printed Name: Thomas Ingenlath Title: CFO _______ Title: CEO Polestar Agreement No.: PS21-071 SERVICE AGREEMENT APPENDIX 1.4 SERVICE SPECIFICATION R&D, [***] VCCH Charleston 1. GENERAL 1.1 This Service Specification is a part of the Service Agreement executed between Service Provider and Purchaser. This Service Specification sets out the scope and the specification of the activities that shall be performed under the Service Agreement, the division of responsibilities between Service Provider and Purchaser and the applicable time plan for the performance of the activities. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined herein shall have the meanings set out for such terms in the Main Document. In addition, the capitalised terms set out below in this Section shall for the purposes of this Service Specification have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. “Research and development (R&D)” – R&D resources to complete the localization project. 3. GENERAL DESCRIPTION 3.1 The Parties have agreed that the Service Provider will be the service provider of R&D activities to support localization activities. The overall objectives of the activities are to enable a production of a the Polestar Vehicle in the Plant in a timely manner and based on Volvo Cars standards. 4. ASSUMPTIONS/PREREQUISITES 4.1 The R&D services connect to the localization work will be carried out according to and within Volvo Cars existing processes in Volvo Product Development System (VPDS) The governance process is described in Appendix 4. 4.2 Volvo Cars R&D functions will work in their normal organisation while providing this service to Polestar and may work with other projects in parallel.
Agreement No.: PS21-071 5. DESCRIPTION OF THE SERVICE ACTIVITIES 5.1 The Service deliveries will be the following: Although the Service Specification below is intended to describe the Services, all such ancillary or incidental services not described but that are inherent subtasks of the Services or, based on common industry practice, usually held to be required for the proper performance and provision of services such as the Services, shall be deemed to be included in the Service Specification. • Support procurement with R&D activities to secure a successful localization • Support manufacturing with R&D activities connected to the introduction of the Polestar Vehicle in the Plant • Perform validation testing of the complete localized Polestar Vehicle and in-going components and systems. • Perform necessary activities to enable homologation and certification of the complete localized Polestar Vehicle 5.2 In addition Volvo Cars R&D will provide all management and business support needed to support the different functions and processes with decisions and business analysis to support and coordinate these decisions. 6. TIMING AND DURATION 6.1 [***] 6.2 The milestones and deadlines that are defined by VPDS [***]in Charleston shall apply for the deliverables under this Agreement. 7. ESTIMATED HOURS 7.1 The Parties estimate the hours that are required to perform the Services is described in Appendix 2 ______________________________ Agreement No.: PS21-071 1 SERVICE AGREEMENT APPENDIX 2 SERVICE CHARGES 1. GENERAL 1.1 This Appendix 2 stipulates the rules and principles for the Service Charges payable by Purchaser to Service Provider for Services delivered under this Agreement. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined in this Appendix shall have the meanings set out for such terms in the Agreement. In addition, the capitalised terms set out below in this Section 2 shall for the purposes of this Appendix have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 3. SERVICE CHARGES 3.1 The Service Charge for the Services according to the Service Specifications in Appendix 1.1- 1.4 will be based on the actual hours required for the Services to be performed by Service Provider as set forth below this Appendix 2. 3.2 The Parties acknowledge that the Service Charges set forth in this Appendix 2 for Service provided in 2021 and 2022 are the actual Service Charges. 3.3 The Parties also acknowledge that the Services Charges for Service Provided in 2023 and 2024 are estimation of the amount of hours required for the performance of the Services and that this estimation may differ from the final actual number of hours charged by Service Provider. Hence, the Service Charges will ultimately be invoiced based on actual hours, not on estimated hours. However, the Parties have agreed [***]that the actual amount of hours may not exceed the estimated hours with more than 10%. 3.4 The hourly rates that are used to calculate the Service Charges shall be determined by Service Provider on an annual basis in compliance with applicable tax legislation, including but not limited to the principle of “arm’s length distance” between the Parties. The hourly rates shall be calculated using the cost plus method, i.e. full cost incurred plus an arm´s length mark-up. All costs Service Provider has in order to perform the Services shall be reimbursed by Purchaser. Other cost will be charged based on actual arm's length cost, not estimated cost 3.5 The hourly rates for 2021, 2022 and 2023 are outlined in Appendix 2A and 2B . The hourly rate for 2024 should be communicated to Purchaser no later than 31 December 2023. 3.6 The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Cars are outlined in the table in Appendix 2A. Style Definition: Heading 2,Heading 2 Alt+2,h2,Level 2 Topic Heading,H2,L2,Body Text (Reset numbering),(Alt+2),MA,Ma,Major,2,1.1.1 heading,Heading 21,KJL:1st Level,A,A.B.C.,Header 2,l2,UNDERRUBRIK 1-2,Heading 2 Hidden,CHS,H2-Heading 2,Header2,22,heading2,list2,list 2,o Agreement No.: PS21-071 2 3.7 The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Car USA LLC are outlined in the table in Appendix 2B: 4. PAYMENT TERMS 4.1 The Service Charges for the Services Provided by Volvo Cars and Volvo Car USA LLC 47- 4903750 under this Service Agreement, shall be invoiced and paid in accordance with the payment terms set forth in this Section 9. 4.2 The Service Charges for 2021, 2022 should be invoiced within 30 days of the signing of this Agreement and payable by the Purchaser within 30 days of the of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.3 The Service Charges for 2023 should be invoiced no later than 31 January 2024 and payable by the Purchaser within [***]30 days of the of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.4 The Service Charges for 2024 shall be invoiced on a quarterly basis, at the end of each quarter and payable within [***]30 days after the date of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.5 All Service Charges referred to in this Agreement shall be invoiced and paid in SEK or USD. 4.6 All amounts referred to in this Service Agreement are exclusive of VAT and surtaxes but inclusive of Withholding Tax applicable in accordance with local legislation. 4.7 Service Provider is responsible for charging and declaring sales tax or other taxes as follow from applicable law. Any applicable sales tax on the agreed price will be included in the invoices and paid by Purchaser. 4.8 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on the one (1) month applicable interbank rate, with an addition of [***]four per cent (4%) per annum. 4.9 Any paid portion of the Fee is non-refundable, with the exceptions set out in this Agreement. Agreement No.: PS21-071 1 SERVICE AGREEMENT APPENDIX 2A SERVICE CHARGES – VOLVO CARS The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Cars are outlined in the table below: [***]
Agreement No.: PS21-071 1 SERVICE AGREEMENT APPENDIX 2B SERVICE CHARGES – VOLVO CARS USA LLC The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Car USA LLC are outlined in the table below: [***] 1 Appendix 3 Governance and Change Structure 1. GENERAL 1.1 This Appendix 3 outlines the governance structure for this Agreement between the two Parties as well as how to handle changes along the development project. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined herein shall have the meanings set out for such terms in the Agreement. In addition, the capitalised terms set out below in this Section 2 shall for the purposes of this Appendix have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 3. GOVERNANCE STRUCTURE 3.1 Direct Material Procurement The operational level forum for Direct Material procurement will follow the already established cross-functional forums, where procurement is required for the sourcing process. The Future Model Technical Meeting (“FMTM”) manage operational issues in the sourcing process, including cross-functional alignment with Polestar for sourcing strategy, decision and cost, and prepares the information to be formally decided in the Global Counsel (“GC”). Polestar is invited to the established functional forums and meetings as required and where Polestar will be informed of the overall progress of the sourcing of Polestar Technology including potential deviations from targets. The participants are the Volvo Cars Procurement program manager and Polestar Procurement Manager. Meeting cadence is based on request. The GC is the forum that decides on sourcing strategies, sourcing decisions and manages disagreements in deviations of program targets. The chairman of the meeting is the Volvo Cars Vice Presidents of Direct Material and participants are Volvo Cars Vice Presidents of Direct Material, Volvo Cars Sourcing Analyst, Volvo Cars Cost Estimate Director and Volvo Cars SQM Program Manager. At the supplier selection for Polestar Technology components, Polestar is responsible to participate in the FMTM and the GC and is regarded as one of the stakeholders and will have a final say in the GC. At the supplier selection for common platform components, Polestar is invited to be present in the GC. The meeting is held weekly. 3.2 Indirect Material Procurement The operational level forum for Indirect Material procurement will follow the already established cross-functional forums, where procurement is required for the sourcing process. The Supplier Choice Meeting (“SCM”) manage operational issues in the sourcing process, including cross-functional alignment with Polestar for sourcing strategy, decision and cost, and prepares the information to be formally decided in the Supplier Choice Meeting. Polestar is invited to the established functional forums and meetings as required and where Polestar will be informed of the overall progress of the sourcing of Polestar Technology including potential deviations from targets. The participants are the Volvo Cars 2 Procurement program manager and Polestar Procurement Manager. Meeting cadence is based on request. The SCM is the forum that decides on sourcing strategies, sourcing decisions and manages disagreements in deviations of program targets. The chairman of the meeting is the Volvo Cars Vice President of Indirect Material and participants are Volvo Cars Vice Directors of Indirect Material, Volvo Cars Sourcing Analyst, Volvo Cars Cost Buyer. The SCC is the next level of governance forum for procurement, Direct Material and Indirect Material and it also decides sourcing strategy, sourcing decisions and manages disagreements in deviations of program targets. However, the SCC is only deciding on items escalated by Polestar and items that has decision value of more than[***]. Sourcing decisions for certain, defined critical, commodities must be finally decided by SCC, after decision in SCM. The chairman of the meeting is Volvo Cars Head of Global Procurement and Volvo Cars Vice Presidents of Procurement, as well as other unit stakeholders depending on agenda. At the supplier selection for Polestar Technology components, Polestar is responsible to participate in the SCC and is regarded as one of the Stakeholders and will have a voice in the SCC. The next governance level for procurement is the E&Q Steering Committee as described in Section 3.3. 3.3 Manufacturing Engineering & SCM The governance and co-operation for the manufacturing engineering and logistics is to be primarily conducted at M&L Operational Program Meetings between the Parties, but if Polestar objects to decisions made in the M&L Operational Program Meeting issues can be escalated to the Volvo Polestar M&L Program Review Meeting. The Volvo Polestar M&L Program Review Meeting will handle issues where a decision regarding deviations from M&L objectives have to be made. The meeting participants are Volvo Cars Manufacturing Business Office (“MBO”) representative and Volvo Cars plant in Charleston General Manager and Polestar Manufacturing Business Office and Polestar Finance. The meeting chair is Volvo Cars MBO and the meeting is held quarterly. The next governance level for Manufacturing Engineering & SCM is the Volvo Polestar Steering Committee. The Steering Committee is handling escalated topics escalated by Polestar and discuss strategic questions related to production. 3.4 Joint Governance Level In the event that Polestar objects to decisions made in the Volvo Polestar Steering Committee and the Parties cannot agree on a joint solution for disagreements or disputes handled, the final governance level is the Volvo/Polestar Executive Alignment Meeting. The participants in the Volvo/Polestar Executive Meeting is Volvo CEO and CFO and Polestar CEO and CFO, as well as other relevant participants from both Parties related to the subjects discussed. The meeting is held monthly or as otherwise agreed, based on escalated items. 3 If the Volvo/Polestar Executive Alignment Meeting cannot settle the disagreement, such deadlock will be referred to the CEO and CFO of the owners of Polestar on the signing date of this Agreement, for deadlock resolution, according to the escalation principles described in the Agreement Section 18. The governance structure between Volvo Cars and Polestar is illustrated in a picture at the end of this appendix.
4 # 2022 January February March April May June July August September October November December Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Full Year [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] Present Status Engineering Head cost 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Vehicle Platform 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Hired Service incl D&D 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Test Objects 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 All other 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Blue collar 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Rigs 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Subtotal Status 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Hourly rate Hours White Collars [Currency] [Amount] 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 Hours Blue Collars [Currency] [Amount] 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 Hours Rigs 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 2022 Program Engineering Expense Change Management Engineering Expense # Internal Information - Polestar APPENDIX 5 SUSTAINABILITY REQUIREMENTS 1. REQUIREMENTS 1.1 This appendix aim to secure Polestar sustainability requirements, the appendix is written in a collaborative manner. It´s focusing on securing data transfer and sustainability reporting. Polestar’s sustainability requirements are sectioned according to the four main areas of focus - climate neutrality (2), transparency (3), inclusion (4) & circularity (5). In all cases, these requirements are subject to change if deemed necessary. 1.2 Change Management Changes affecting the initial sustainability targets detailed in these requirements shall be handled in line with the change management strategy for the vehicle. Cost and Sustainability upgrades and related Model Year (MY) changes should be undertaken collaboratively and implemented in a timely manner to support Polestars sustainability roadmap. 2. CLIMATE NEUTRALITY 2.1 Greenhouse Gas Emissions – Manufacturing Energy use in the manufacturing plant (electricity, fuels, over the fence heating and cooling) aim to be 100 % climate neutral no later than 2025. 2.2 Greenhouse Gas Emissions – Supply Chain Joint ambition to actively work towards and achieve climate neutral electricity for all sourced Tier 1 (T1) suppliers. To ensure this, the turnkey supplier shall contact all active T1 suppliers in order for them to disclose their own emissions in scope 1 and 2, according to the GHG protocol starting from 2024. Suppliers shall also disclose whether they also report on scope 3, and if that is the case, disclose their full climate reporting according to GHG protocol (scope 1, 2, 3). Where Polestar have expertise & technical data to support GHG emission reduction on common platform, collaborative working should be undertaking to support the implementation of these solutions for mutual benefit. Renewable electricity should be accompanied by a certification or have the means to substantiate any claims in that regard. 2.3 Life Cycle Analysis (LCA) The turnkey supplier shall provide Polestar with an updated cradle-to-gate carbon footprint, including battery, calculation for the main variants of requested MY, work to be initiated by a service request. 3. TRANSPARENCY 3.1 Blockchain Material Traceability The following materials used in battery pack and modules shall/must be traced using blockchain technology: Lithium, Nickel, Cobalt, natural graphite & Mica. 3.2 Supply chain transparency The parties recognize the need to have a traceable supply chain in order to comply with current (UFLPA) and coming (such as the EU battery act, Corporate sustainability directive, EU proposal for a regulation on prohibiting products made with forced labour on the Union market) regulations. Volvo agrees, to the best of its effort, to ensure mapping of the supply chain in order with regulation requirements. 3.3 Conflict Mineral Reporting The following materials shall continue to be reported according to the Responsible Minerals Initiative (RMI) Conflict Mineral Reporting template standards: Tin, Tantalum, Tungsten & Gold (3TG). Tin, Tantalum, Tungsten & Gold (3TG). Polestar requires company-specific reporting for with disclosure of smelters, their status, and their country of origin through campaigning towards suppliers in each project with aim of increasing numbers of conformant smelters. 3.4 Data Sharing The parties recognize that ensuring compliance, fighting corruption and integrating environmental, social, and governance (ESG) topics into corporate strategy, operations and
supply chain are a common effort, and best results can be achieved by sharing data on due diligence activities conducted on Tier 1 suppliers. In this regard, Volvo shall: 1. conduct sanction screening during selection stage of Tier 1 DM suppliers for new sourcing, and monitor the existing suppliers against the below sanctions lists during the program : (i) EU sanctions lists. (ii) UK sanctions lists (iii) US lists: (1) OFAC Specially Designated National and Blocked Persons list, (2) OFAC Sectoral Sanctions Identifications List, (3) BIS Entity List, (4) BIS Denied Persons List, and (5) BIS Unverified List, OFAC - Non-SDN Chinese Military-Industrial Complex Companies List (iv) UN Security Council Consolidated List (v) any other sanction list that would be applicable 2. Inform Polestar, without undue delay, and at minimum quarterly, of any Red flag related to Sanction and Sanction ownership and control 3. Assess corruption, reputation, and human rights risks, during selection stage of Tier 1 DM suppliers, and monitor such risks during the program 4. Promptly/ when such red flags arise, inform Polestar of material findings /Red flags, and on a quarterly basis The parties agree to cooperate to define appropriate risk mitigation actions, and transparently report on progress and issues. 3.5 Sustainability reporting requirements Polestar require documentation and supporting material related to sustainability reporting requirements such as, but not limited to, EU Taxonomy regulation (EU) 2020/852 and Corporate Sustainability Reporting Directive 2022/2464/EU on an annual basis. Documentation requirements in accordance with the implementing and delegated acts of the regulations. Prompt communication/reporting to Polestar’s C&E team in case of material finding. 3.6 Supply chain data In order to enable Polestar to comply with due diligence and reporting obligations, Volvo shall make the data (name, address and country) of Tier 1 DM suppliers connected to Polestar products available to Polestar and provide such data on Polestar’s request. 4. INCLUSION 4.1 Agreed Code of Conduct for Business Partner for the manufacturing of the vehicle as well as by Direct Material (DM) suppliers and their components to be used. Revisions of the CoC for Business Partners must be agreed and aligned. 4.2 Due Diligence Due diligence practices should be put in place according to OECD due diligence guidelines. These practices include how to embed responsible business conduct, identifying and assessing adverse impact, how to cease, prevent or mitigate and track impact on human rights and this must be transparently communicated so that corrective action plans can be implemented in manufacturing and in our common supply chains effectively. The supplier shall put processes in place to avoid incompliance with laws and regulations during manufacturing of parts and components and for adhering to the laws and regulations on our sales markets. During onboarding of Tier 1suppliers: Ensure Self-Assessment Questionnaire (SAQ) is completed in NQC platform Only select suppliers with >70% rating before SOP, or has an agreed roadmap In case the supplier does not meet the 70 score, consult with Polestar to align if supplier can still be selected and define corrective actions. 4.3 Social third-party onsite audits Existing Tier 1 suppliers, as selected through Turnkey supplier´s risk-based audit strategy program, to undergo third-party social audits. New Tier 1 suppliers shall undergo the Turnkey supplier self-initiated audit program, Polestar to gain access to valid and updated audit report data and Corrective Action Plan (CAP) during the production phase. Possibility for Polestar to perform own audits unless already performed by Volvo Cars. These should be planned and performed in discussions with Volvo cars. For materials used in battery pack and modules transparently implement third-party on-site social audits down the supply chain in high-risk markets. 4.4 Protecting Animal welfare Animal based products, nappa leather and wool, must live up to the standards on Animal Welfare and the Five Freedoms. Polestar should be able to request and obtain access to material to Polestar to be able to mitigate future supply chain and compliance risks. information about adherence and follow up on animal welfare status during production. Standards and certificates to be aligned between both parties. 5. CIRCULARITY 5.1 Raw Material Use The recycled content (PCR and PIR) for the following materials in the vehicle shall be identified and disclosed, and where possible, increased until end of production: • Aluminium • Steel • Plastics • Copper • REEs (e-machine) – (target 50% PCR) The recycled content (PCR and PIR) for the risk minerals in the batteries shall be identified and disclosed, and where possible, increased until end of production. Where bio-based materials are used (e.g. in the interior), the quantity and type of biomaterial shall be identified and disclosed. The supplier shall work continuously through model year improvements to reach the highest technically feasible recycled content for all materials throughout the vehicle lifetime. The supplier shall work continuously through model year improvements to identify material substitutions where fossil-based and virgin materials can be replaced with more circular materials. All materials containing recycled content and/or bio content should preferably be accompanied by a valid third-party certification or as a minimum have the means to substantiate any claims in that regard. 5.2 Hazardous substances The supplier shall support Polestars goal of minimising the use of EU Candidate List substances (Candidate List of substances of very high concern for Authorisation (published in accordance with Article 59(10) of the REACH Regulation) and per- and polyfluoroalkyl substances (PFAS), used in both the product and the manufacturing processes. The cars shall be compliant with Volvo cars RSMS. Candidate List substances and PFAS shall be identified and disclosed to Polestar on a yearly basis. In addition, data on Candidate List substances shall be disclosed and reported to Polestar at every update of the EU Candidate List, if the update concerns substances present in the cars. The information shall at least include substance name, CAS-number (if applicable), amount (w/w), material/component name, alternatives assessment (yes/no), outcome of alternatives assessment (if applicable), expected phase out date (if applicable) and date for next alternatives assessment. 5.3 IMDS substance data to mitigate future supply chain and compliance risks 5.3.1 The supplier commits to support Polestar in gathering and to disclose information on substances and substance groups, used in materials/components that are material to Polestar to be able to mitigate future supply chain and compliance risks.
Agreement No.: PS21-072 1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SERVICE AGREEMENT Volvo Car Technology and Polestar Performance AB Procurement services performed in China related to Polestar 3 car model manufactured in USA Agreement No.: PS21-072 2 APPENDICES Appendix 1 – Service Specification Direct Material Procurement Appendix 2 – Service Charges Appendix 3 – Governance Structure Appendix 4 – Template Financial Reporting Appendix 5 – Sustainability Requirements Agreement No.: PS21-072 3 This SERVICE AGREEMENT is entered into between: (1) Volvo Car Technology (Shanghai) Co, Ltd., Reg. No. 91310000568010754, a limited liability company incorporated under the laws of Peoples Republic of China (“Volvo Cars” or “Service Provider”); and (2) Polestar Performance AB., Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden (“Polestar” or “Purchaser”). Each of Volvo Cars and Polestar is hereinafter referred to as a “Party” and jointly as the “Parties”. BACKGROUND A. Volvo Cars is an experienced manufacturer of Volvo branded cars. It is understood that Volvo Cars is not normally a service provider. B. Polestar is engaged in manufacturing and sale of Polestar branded high-end electric performance cars. C. The Parties have agreed that Volvo Cars shall manufacture the Polestar Vehicle. D. The Parties have agreed that Volvo Cars shall provide services concerning the Polestar Vehicle to Polestar. E. In light of the foregoing, the Parties have agreed to execute this Agreement. 1. DEFINITIONS 1.1. For the purpose of this Agreement, the following terms shall have the meanings assigned to them below. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 1.2. “Affiliate” means 1.2.1. for Polestar, any other legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC; 1.2.2 for Volvo Cars, Volvo Car Corporation and Volvo Car AB and any other legal entity that, directly or indirectly, is controlled by Volvo Car Corporation and Volvo Car AB, however, for the avoidance of doubt, not Polestar or its Affiliates; 1.2.3 “control” for this purpose meaning ownership or control of at least one-hundred per cent (100%) with regard to Polestar Affiliates, and fifty per cent (50%) with regard to Volvo Cars Affiliates of the voting stock, partnership interest or other ownership interest of such legal entity. The Parties, however, agree to renegotiate this definition of “Affiliate” in good faith if it in the future does not reflect the Parties’ intention at the time of signing this Agreement due to a restructuring or reorganisation in relation to either of the Parties. Agreement No.: PS21-072 4 1.3 “Agreement” means this Service Agreement including all of its Appendices as amended from time to time. 1.4 “Appendix” means the appendices to this Service Agreement. 1.5 “Background IP” means the Intellectual Property Rights either; owned by either of the Parties; or created, developed or invented by directors, managers, employees or consultants of either of the Parties to which the Party has licensed rights instead of ownership and the right to grant a sublicense prior to the execution of this Agreement, and any Intellectual Property Rights developed independently of this Agreement. 1.6 “Confidential Information” means any and all information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to information relating to Intellectual Property Rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, statement of works (including engineering statement of works and any specification), targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to or after the execution of this Agreement. 1.7 “Data Room” means the secure environment personal approved access information sharing platform agreed to be used between the Parties in relation to this Agreement. 1.8 “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party. 1.9 “Force Majeure Event” shall have the meaning set out in Section 15.1.1 below. 1.10 “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight which would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Agreement. 1.11 “Intellectual Property Rights” means Patents, Non-patented IP, Know-How and rights in Confidential Information to the extent protected under applicable laws anywhere in the world. For the avoidance of doubt, Trademarks are not comprised by this definition. 1.12 “Know-How” means confidential and proprietary industrial, technical and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, component lists, market forecasts, lists and particulars of customers and Suppliers. 1.13 “Non-patented IP” means copyrights (including rights in computer software), database rights, semiconductor topography rights, rights in designs, and other intellectual property rights (other than Trademarks and Patents) and all rights or forms of protection having equivalent or similar effect anywhere in the world, in each case whether registered or
Agreement No.: PS21-072 5 unregistered, and registered includes registrations, applications for registration and renewals whether made before, on or after execution of this Agreement. 1.14 "Other Polestar Branded Vehicles" means Polestar branded vehicle models other than the Polestar Vehicle. 1.15 “Patent” means any patent, patent application, or utility model, whether filed before, on or after the execution of this Agreement, along with any continuation, continuation-in- part, divisional, re-examined or re-issued patent, foreign counterpart or renewal or extension of any of the foregoing. 1.16 “Polestar Vehicle” means the Polestar branded vehicle model Polestar 3. 1.17 “Results” shall mean any outcome of the Services provided to Polestar under this Agreement (including but not limited to any IP, technology, patents, designs, software, methods, processes, deliverables, objects, products, documentation, modifications, improvements, and/or amendments to be carried out by Volvo Cars ) and any other outcome or result of the Services to be performed by Volvo Cars as described in the relevant Appendix 1.1,Appendix 1.2, and Appendix 1.3, irrespective of whether the performance of the Services has been completed or not. For clarity, Results shall not include any Results Polestar Technology and Results PS Unique Volvo Technology. 1.18 “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. 1.19 “Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of, a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Territory; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom the Three Parties, respectively under applicable law, would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). 1.20 "Sanctioned Party" means, at any time, an individual or entity that is: (a) any person specifically listed in any Sanctions List; or (b) any person controlled or owned by any such person referred to in (a) above. 1.21 “Sanctioned Territory” means a country, region or territory that is the subject of comprehensive country-wide, region-wide or territory-wide Sanctions, or whose government is the target of comprehensive Sanctions. 1.22 “Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes, export controls or other restrictive measures enacted, administered, implemented and/or enforced from time to time by the United Nations Security Council, the United States of America, the United Kingdom, the Europe and Union and/or member state of the European Union, the Kingdom of Norway, the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT), and other governmental institution or agency with responsibility for imposing, Agreement No.: PS21-072 6 administering or enforcing Sanctions with jurisdiction over the Parties or performance of this Agreement. 1.23 “Sanctions Authority” means: (a) the United Nations Security Council; (b) the United States of America; (c) the United Kingdom; (d) the European Union and/or a member state of the European Union; (e) the Kingdom of Norway; (f) the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT); and (g) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Polestar or its Affiliates or performance of this Agreement. 1.24 “Sanctions List” means the following lists of designated sanctions targets maintained by a Sanctions Authority from time to time: (a) in the case of the United Nations Security Council, the United Nations Security Council Consolidated List; (b) in the case of OFAC: the Specially Designated Nationals and Blocked Persons List; (c) in the case of HMT: the Consolidated List of Financial Sanctions Targets; (d) in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and (e) or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, where such list or public announcement purports to block the property or interests in property of, or prohibit the provision of funds or economic resources to, the designated persons. 1.25 “Services” means the services provided from Volvo Cars to Polestar as specified in Appendix 1.1, Appendix 1.2 Appendix 1.3 and Appendix 1.4. 1.26 “Service Charge” means the compensation payable by Purchaser to Service Provider in accordance with Appendix 2. 1.27 [***] 1.28 “Territory” means United States of America. 1.29 “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement. 1.30 “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all Agreement No.: PS21-072 7 applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against third parties. 1.31 “Use” means to make, have made, use (including in a process, such as use in designing, engineering, testing or assembling products or in their research or development), keep, install, integrate, extract, assemble, reproduce, incorporate, create derivative works of, modify, adapt, improve, enhance, develop, service or repair, including in the case of installation, integration, assembly, service or repair, the right to have a subcontractor of any tier carry out any of these activities on behalf of the Parties in their capacity as a licensee hereunder. 1.32 The right to “have made” is the right of the Parties in their capacity as a licensee hereunder, as applicable, to have another person (or their subcontractor of any tier) make for the Parties and does not include the right to grant sub-licenses to another person to make for such person’s own use or use other than for the Parties. 1.33 “Way Of Working” means the level of way of working set out in Section 2.2.2 below. 2. SCOPE OF THE AGREEMENT 2.1 General The Parties have agreed that Volvo Cars shall provide to Polestar manufacturing engineering, supply chain management, development and procurement services related to the Polestar Vehicle. It is acknowledged that such work will be conducted in accordance with the standards that Volvo Cars is using in its internal projects. Polestar wishes to obtain such services in relation to the Polestar Vehicle. The Polestar Vehicle is the first car launched based on[***]. The services provided under this Agreement is connected to manufacturing of the Polestar Vehicle in the Volvo Cars Charleston plant in USA with a start of production currently estimated to[***]. Polestar Vehicle will be offered with electrified powertrains only. The Polestar Vehicle is a new top-hat but has a high degree of shared systems with Volvo Cars vehicles. The Appendices shall be considered an integral part of this Agreement and any reference to the Agreement shall include the Appendices. In the event there are any contradictions or inconsistencies between the terms of this Agreement and the appendices hereto, the Parties agree that they shall prevail over each other in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: a) this Agreement b) Appendix 5 – Sustainability Requirements c) Appendix 1 – Service Specification Direct Material Procurement d) Appendix 2 – Service Charges Agreement No.: PS21-072 8 e) Appendix 3 – Governance and Changes Structure f) Appendix 4 – Financial Reporting 2.2 Way of Working Before entering into this Agreement, Polestar has been informed about the service processes and procedures that Volvo Cars is applying for its internal work and which Volvo Cars will be using for the Services under this Agreement. Under this Agreement, Volvo Cars shall use professional, appropriate, qualified and skilled personnel, and shall ensure that its personnel have been properly educated and trained for the work to be performed, including being fully acquainted with Polestar’s specific requirements. Volvo Cars shall avoid unnecessary changes in the personnel engaged in performing its undertakings under this Agreement. Volvo Cars shall work according to the same standard of care and professionalism that is done in Volvo Cars’ internal projects. Such standard of care and professionalism, as well as Volvo Cars’ performance of its undertakings under this Agreement, shall however at all times correspond to Industry Standard. If Volvo Cars uses its Affiliates and/or subcontractors to perform its responsibilities under this Agreement, the same way of working shall apply as if such performance was made by Volvo Cars itself. Volvo Cars shall ensure that it has sufficient resources to perform its responsibilities under this Agreement. Furthermore, Volvo Cars undertakes to ensure that the Services will not be given lower priority than other Volvo Cars internal similar projects. Polestar shall ensure that it has sufficient resources to perform its responsibilities under this Agreement and in particular provide Volvo Cars timely with necessary instructions and decisions requested by Volvo Cars, as required for Polestar to fulfil its responsibilities under this Agreement. Furthermore, Polestar shall use professional and skilled personal for the responsibilities to be performed. 3. SERVICES Volvo Cars undertakes to provide to Polestar manufacturing engineering, logistic, development and procurement services, jointly referred to as Services. The rights and obligations for providing the Services are covered under this Section 3.
Agreement No.: PS21-072 9 3.1 Provision of services Specification of Services 3.1.1.1 The Parties have agreed upon the scope and specification of the Services provided under this Agreement in Appendix 1 . The Services shall be provided for the production of [***]in Charleston plant. Making available the Results 3.1.2.1 Volvo Cars shall make the Results (or if not finalised, any part of the foregoing that has been finalised) available to Polestar within the timeframes specified in Appendix 1, but under all circumstances promptly after any part of the Results has been finalised. 3.1.2.2 The Parties agree and acknowledge that Volvo Cars shall not provide any Results into the Data Room unless Polestar makes a service request. Polestar may request that Volvo Cars shall provide Polestar certain Results by electronically loading files with the relevant information into a Data Room and otherwise provided as agreed between the Parties e.g. through knowledge transfer meetings. For clarity, if there are any further costs spent to administrate the provision of certain Results as requested by Polestar under the foregoing, Polestar shall be required to pay such costs in accordance with arm’s length principles. Subcontractors 3.1.3.1 The Parties acknowledge that Volvo Cars may use its Affiliates and/or subcontractors to perform the Services under this Agreement, provided that Volvo Cars informs Polestar thereof. 3.1.3.2 Volvo Cars shall however remain responsible for the performance, and any omission to perform or comply with the provisions in this Section 3, by any Affiliate to Volvo Cars and/or any subcontractor to the same extent as if such performance or omittance was made by Volvo Cars itself. Volvo Cars shall also remain Polestar’s sole point of contact unless otherwise agreed. 3.2 Service Requirements All Services shall be performed in accordance with the requirements set forth in this Agreement, including Appendix 1. Polestar shall provide Volvo Cars with instructions as reasonably required for Volvo Cars to be able to carry out the Services. Volvo Cars must continuously inform Polestar of any needs of additional instructions or specifications required to perform the Services. 3.3 Intellectual Property Rights Ownership of existing Intellectual Property Rights. 3.3.1.1 Each Party remains the sole and exclusive owner of (i) any Background IP and other Intellectual Property Rights owned prior to the execution of the Services under this Agreement, (ii) any Intellectual Property Rights developed independently of the Services in this Section 3, and (iii) any Intellectual Property Rights which are modifications, Agreement No.: PS21-072 10 amendments or derivatives of any Intellectual Property Rights already owned by such Party. 3.3.1.2 Nothing in this Agreement shall be deemed to constitute an assignment of, or license to use, any Trademarks of the other Party. Ownership of Results. 3.3.2.1 In the event any Results are created as a result of the Services provided by Volvo Cars (or if applicable, any of its appointed Affiliates or subcontractors) under this Agreement, the Parties agree that Volvo Cars shall be the exclusive owner of such Results, including all modifications, amendments and developments thereof. Hence, all Results shall automatically upon their creation stay with Volvo Cars. Volvo Cars shall further have the right to transfer, sublicense, modify and otherwise freely dispose of the Results. 3.4 Results. Volvo Cars hereby grants to Polestar a non-exclusive, irrevocable, perpetual (however at least fifty (50) years long (however, in no event shall such time exceed the validity period of any IP or Background IP included in the license described hereunder)) and non-assignable license to, within the Territory and only in relation to the Polestar Vehicle and Other Polestar Branded Vehicles: Use, in whole or in part, the Results; if applicable, Use any Background IP embedded in or otherwise used in the development of the Results to the extent such license is necessary or reasonably necessary to make Use of the license granted to the Results; and design, engineer, Use, make and have made, repair, service, market, sell and make available products and/or services based on, incorporating or using the Results and any Background IP referred to in (a) and (b) above, in whole or in part. The license granted to Polestar in accordance with Section 3.4.1 shall be fully sub- licensable to Polestar’s Affiliates, but shall not be sub-licensable to any Third Party without prior written consent from Volvo Cars, which shall not be unreasonably withheld (whereby a sublicense/license to a Third Party which is a competitor of Volvo Cars is an example of what could be deemed unreasonable) or delayed. For the avoidance of doubt, Volvo Cars shall be free to Use and to grant licenses to the Results and any Background IP to Volvo Cars’ Affiliates and any Third Parties without prior written consent from Polestar. Notwithstanding anything to the contrary in this Agreement shall be construed as to give the other Party any rights, including but not limited to any license rights (express or implied), to any Background IP, except as expressly stated herein. 3.5 Limitations in relation to Third Party IP in relation to Volvo Carss. Polestar acknowledges that certain IP incorporated in the Results is owned by Third Parties (i.e., Suppliers to Volvo Cars). For example, the Third Party Suppliers, engaged by Volvo Cars, have developed certain vehicle parts, components or technology and pursuant to an agreement between Volvo Cars and the relevant Third Parties, Volvo Agreement No.: PS21-072 11 Cars has a license to the Third Party’s IP, but may not automatically be allowed to license or assign the technology to any other party without the Third Party’s consent. Volvo Cars shall when sourcing development from any Third Party secure that Volvo Cars obtains all the rights necessary in order for Polestar to be able to make use of the Results to the extent set out in this Agreement. In case there are any limitations relating to Third Party IP, Volvo Cars shall inform Polestar without undue delay when becoming aware of such limitations and the Parties agree and acknowledge that such Third Party’s IP shall not be licensed or assigned to Polestar until the relevant consent has been given by the Third Party. Volvo Cars shall make it´s best efforts to mitigate such limitations and if necessary, support in finding an alternative solution to the reasonable satisfaction of both Parties. Volvo Cars shall inform Polestar without undue delay once consent has been given. 3.6 Polestar brand name For sake of clarity, it is especially noted that this Agreement does not include any right to use the “Polestar” brand name or Trademarks, or refer to “Polestar” in communications or official documents of whatever kind. This means that this Agreement does not include any rights to directly or indirectly use the “Polestar” brand name or “Polestar” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 3.7 Volvo brand name Correspondingly, it is especially noted that this Agreement does not include any right to use the “Volvo” brand name, or Trademarks, or refer to “Volvo” in communications or official documents of whatever kind. The Parties acknowledge that the “Volvo” Trademarks as well as the “Volvo” name is owned by Volvo Trademark Holding AB and that the right to use the name and the “Volvo” Trademarks is subject to a license agreement, which stipulates that the name, Trademarks and all thereto related Intellectual Property Rights can only be used by Volvo Car Corporation and its Affiliates in relation to Volvo products. This means that this Agreement does not include any rights to directly or indirectly use the “Volvo” brand name or “Volvo” Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 4. SERVICE CHARGES AND PAYMENT TERMS 4.1 Service Charge In consideration of Volvo Cars’ performance of the Services under this Agreement, Polestar shall pay to Volvo Cars the Service Charges under the payment terms as further described in Appendix 2. 5. AUDITS During the term of this Agreement, Polestar shall have the right to, upon reasonable notice in writing to Volvo Cars, inspect Volvo Cars’ books and records related to the Agreement No.: PS21-072 12 Services and the premises where the work to finalise the Services is carried out, in order to conduct quality controls and otherwise verify the statements rendered in this Agreement. Audits shall be made during regular business hours and be conducted by Polestar or by an independent auditor appointed by Polestar. Should Polestar during any inspection find that Services do not fulfil the requirements set forth herein, Polestar is entitled to comment on the identified deviations. Volvo Cars shall, upon notice from Polestar, take the actions required in order to fulfil the requirements. In the event the Parties cannot agree upon measures to be taken in respect of the audit, each Party shall be entitled to escalate such issue to relevant governance forum on high governance level. 6. TEMPLATE FINANCIAL REPORTING 6.1 The Parties agree that the basis for calculating the Service Charges shall be transparent and auditable to Polestar and be done based on the template attached as Appendix 4. 7. DELAYS, DEFECTS ETC. 7.1 Delay In the event Volvo Cars risks not to meet an agreed deadline or is otherwise in delay with the performance of the Services, Volvo Cars shall inform Polestar of the reasons for and consequences of not meeting the deadlines and shall[***]. If the Start of Production of the Polestar Vehicle in the Territory is delayed due to factors beyond the control of either Party, including but not limited to the Service Provider (including its agents, Volvo Cars, or subcontractors), then the Parties shall[***] . 7.2 Defects in delivery of the performance of the Services In the event the Services and/or the Results, Results Polestar Technology, Results PS Unique Volvo Technology, or any part thereof, after having met a Gate, deviate from the requirements set forth in the Service Specification, or if the Services otherwise does not meet the requirements set forth in this Service Agreement, Volvo Cars shall,[***]. Polestar shall not be responsible for costs that relate to poorly executed Services or Services having been performed by personnel not qualified for such Services, in breach of Section 2.2.2, as long as such costs would not have occurred had the Services been properly executed or performed by qualified personnel. 7.3 Effects of Polestar’s actions Notwithstanding what is set out above in this Section 7, Polestar shall be responsible for costs relating to delays which are due to Polestar’s non-fulfilment of any of its obligations under this Agreement or Polestars’ requests for changes to the Service
Agreement No.: PS21-072 13 Specifications. Further, any such delays which are due to Polestar shall give a corresponding extension of time to Volvo Cars for meeting any time plan. Notwithstanding what is set out above in this Section 7, Polestar shall be responsible for costs relating to faults and defects which are due to Polestars’ non-fulfilment of any of its obligations under this Service agreement. 8. WARRANTIES 8.1 General warranties Each Party warrants and represents to the other Party that: it is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable; it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement have been duly authorized and approved, with such authorization and approval in full force and effect, and do not and will not (i) violate any laws or regulations applicable to it or (ii) violate its organization documents or any agreement to which it is a party; and this Agreement is a legal and binding obligation of it, enforceable against it in accordance with its terms. 9. INDEMNIFICATION 9.1 General The Parties acknowledge that all Services are provided to Polestar on an “as is” basis, without any warranties or representations of any kind (except for the warranties in Section 8.1 above), whether implied or express, and in particular any warranties of suitability, merchantability, description, design and fitness for a particular purpose, non-infringement, completeness, systems integration and accuracy are expressly excluded to the maximum extent permissible by law. In addition, Volvo Cars does not[***]. The principles set out in this Section 9 is reflected in the Service Charges and the fact that Volvo Cars is not a Volvo Cars or consultant of systems or technical solutions, but merely a car manufacturer which normally only develops technical solutions for its own business purposes. The principles set forth in this Section 9 are exclusive. Without limiting the generality of the foregoing in this Section 9, the Parties agree that no other remedy whatsoever Agreement No.: PS21-072 14 under any statute, law or legal principle shall be available to Polestar in relation to the licenses and/or work to be granted and/or performed by Volvo Cars hereunder. 9.2 Polestar’s indemnification Polestar shall indemnify and hold harmless Volvo Cars and each of its Affiliates from and against[***]. Polestar shall indemnify and hold harmless Volvo Cars and each of its Affiliates from and against[***]. Volvo Cars shall after receipt of notice of a claim related to Polestar’s use of any Volvo Cars’ Background IP from Volvo Cars, or a claim which may reasonably be indemnifiable pursuant to Section 9.2.2 above notify Polestar of such claim in writing and Polestar shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third Party presenting the claim and/or intervene in any suit or action. Polestar shall at all times keep Volvo Cars informed of the status and progress of the claim and consult with Volvo Cars on appropriate actions to take. If Polestar fails to or chooses not to take actions to defend Volvo Cars within a reasonable time, or at any time ceases to make such efforts, Volvo Cars shall be entitled to assume control over the defence against such claim and/or over any settlement negotiation at Polestar’s cost. Any settlement proposed by Polestar on its own account must take account of potential implications for Volvo Cars and shall therefore be agreed in writing with Volvo Cars before settlement. Each Party will at no cost furnish to the other Party all data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim. 10. LIMITATION OF LIABILITY Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. Each Party’s aggregate liability for any direct damage arising out of or in connection with this Agreement shall be limited to[***]. The limitations of liability set out in this Section 10 shall not apply in respect of damage; caused by wilful misconduct or gross negligence, or caused by a Party’s breach of the confidentiality undertakings in Section 11.2 below. Agreement No.: PS21-072 15 11. GOVERNANCE 11.1 Governance The Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement, including its Appendices as well as issues and/or disputes arising under this Agreement. The Parties agree that governance in respect of this Agreement shall be handled in accordance with what is set out in the Governance and Change Structure in Appendix 3. The governance and co-operation between the Parties in respect of this Agreement shall primarily be administered on an operational level. In the event that the Parties on an operational level cannot agree, each Party shall be entitled to escalate such issue in accordance with what it set forth in the Governance and Changes Structure in Appendix 3 to this Agreement. In the event that the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and the procedure set forth in Section 17 shall apply. 11.2 Changes During the term of this Agreement, Polestar can request changes to the Service Specification, which shall be handled in accordance with the governance procedure set forth in Section 11.1 above. Both Parties agree to act in good faith to address and respond to any change request within a reasonable period of time. The Parties acknowledge that Volvo Cars will not perform in accordance with such change request until agreed in writing between the Parties. For the avoidance of any doubt, until there is agreement about the requested change, all work shall continue in accordance with the existing Service Specification. 12. CONFIDENTIAL INFORMATION 12.1 All Confidential Information shall only be used for the purposes set forth in this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 12.1 below apply, in order to obtain patent protection or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; c) is obtained from a Third Party who is free to divulge the same; d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; Agreement No.: PS21-072 16 e) is reasonably necessary for either Party to utilize its rights and make use of its Intellectual Property Rights; or f) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 12.2 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 11.2. 12.3 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. 12.4 If any Party violates any of its obligations described in this Section 11.2, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 17.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 12.5 This Section 11.2 shall survive the expiration or termination of this Agreement without limitation in time. 13. TERM AND TERMINATION 13.1 This Agreement shall become effective as of 1st of May 2021 and shall remain in force during the performance of the Services, unless terminated in accordance with Section 13.2 below. 13.2 Either Party shall be entitled to terminate this Agreement with immediate effect in the event; the other Party commits a material breach of the terms of this Agreement, which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors; or
Agreement No.: PS21-072 17 13.3 For avoidance of doubt, either Party not paying the Service Charges, without legitimate reasons for withholding payment, shall be considered a material breach for the purpose of this Agreement. 13.4 Polestar shall in addition be entitled to cancel the Services performed by Volvo Cars for convenience upon 90 days written notice to Volvo Cars. 13.5 In the event Polestar cancels the Services in accordance with Section 13.4 above, Volvo Cars shall, in addition to the Service Charges include any other reasonable proven costs Volvo Cars has incurred until the effective date of the cancellation. 14. RESPONSIBLE BUSINESS 14.1 Compliance with laws, internationally recognized principles concerning business and human rights and Code of Conduct Each Party shall comply with the laws, and regulations of the country/countries where it operates and all other laws and regulations of any other jurisdiction which are, at the time for signing the Agreement or later during the validity of this Agreement become, applicable to the business and the activities of the Three Party in connection with this Agreement. Without limiting the generality of the foregoing, Three Party shall at all times follow: (i) all applicable laws, regulations and statutory requirements applicable to the Three Party when performing their respective obligations under this Agreement. This includes, but is not limited to those relating to the protection of people’s free enjoyment of labor laws, i.e. such national laws regulating working conditions, work place health and safety, discrimination and the right to freedom of association and collective bargaining; (ii) internationally recognized human rights contained in the International Bill of Human Rights (i.e. the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights); UN Guiding Principles on Business and Human Rights; Ten Principles of the United Nations Global Compact (UNGC) covering human rights, labor standards, the environment and anti-corruption; the eight core ILO conventions as set out in the ILO Declaration of Fundamental principles and Rights at Work; where relevant, United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP); (iii) and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Volvo Car Group has adopted a corporate Code of Conduct for its business called Our Code – How we act (the “Volvo Cars Code of Conduct”) available at group.volvocars.com/sustainability, to which Volvo Cars and its affiliates are bound. Polestar has adopted a Code of Conduct for its business (the “Polestar Code of Conduct”) available at legal.polestar.com/ethics, to which Polestar and its affiliates are bound. Three Party agree that these two documents are expressions of the same or similar principles of good conduct, and hereby declare to each other that they shall adhere to, and shall cause their directors, officers, employees and contractors to Agreement No.: PS21-072 18 adhere to, their respective Code of Conduct or similar principles, in their performance of their respective obligations under this Agreement. Volvo Car Group has adopted a Code of Conduct for Business Partners (“the Volvo Cars Code of Conduct for Business Partners”) available at group.volvocars.com/sustainability. Polestar has adopted a Code of Conduct for Business Partners (“the Polestar Code of Conduct for Business Partners”). Three Party agree that these two documents are expressions of the same or similar principles of good conduct. The Three Party agree to make commercially reasonable efforts to ensure that their respective Business Partners (as defined in the applicable Code of Conduct for Business Partners), to the extent relevant for the performance under this Agreement, are committed to follow the applicable Code of Conduct for Business Partners, or similar principles. If Polestar reasonably suspects that Volvo Cars does not adhere to (i) Volvo Cars Code of Conduct, and (ii) internationally recognized principles concerning business and human rights as described in Section 14.1.2 (i) and (ii) when performing its obligations under this Agreement, then Polestar shall have the right, either directly or through an independent third-party auditor appointed by Polestar, to conduct an on-site inspection. Any such inspection is subject prior reasonable notice in writing from Polestar to Volvo Cars. All information obtained during such an inspection shall be considered Confidential Information and be subject to the confidentiality undertaking in Section 9, unless the Parties agree otherwise. Polestar shall ensure that any independent third-party auditor undertakes the same confidentiality undertakings and obligations as those applicable to Polestar in this Agreement. 14.2 Export control, sanctions and customs rules Volvo Cars shall obtain and maintain any export license(s) required to sell Contract Products to Polestar. Volvo Cars shall, upon request, provide Polestar with all information and documentation necessary or useful for Polestar to comply with laws relating to export or re-export of the Contract Products to Europe and any other country agreed between the Parties. Polestar and Volvo Cars hereby represent and warrant respectively that, neither it nor any of its Affiliates, officers, directors or employees (to the best of its knowledge): Is, has been or will be a Restricted Party, and shall not, when performing its obligations under this Agreement (a) conduct any business activity, directly or indirectly, with any Restricted Party, including by supplying to Polestar items sourced from a Restricted Party, (b) conduct any business activity involving any Sanctioned Territory, (c) conduct any business activity that is prohibited or restricted under trade sanctions or export control laws applicable to the Parties when performing under this Agreement, or (d) engage in any transaction that evades or Agreement No.: PS21-072 19 attempts to violate restrictions under any trade sanctions or export control laws referenced in (a)-(c) above. Polestar represents and warrants that the Polestar will not sell, provide, or transfer the Contract Products to any person located in a Sanctioned Territory, Russia, Belarus or to any Restricted Party. 14.3 Anti-Corruption Three Party represents and warrants that it and its directors and officers: will, when performing under this Agreement, conduct their operations and transactions in compliance with all applicable laws, regulations and rules relating to anti-money laundering, anti-bribery and anti-corruption, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and all other applicable laws prohibiting bribing government officials and private persons (the “Anti-Corruption Laws”), and are not and have not been within a five-year period prior to the date of this Agreement condemned or sentenced by any judicial or administrative authority for any corrupt or illegal practice under the Anti-Corruption Laws. 14.4 Each Party represents and warrants that it has implemented policies and procedures aiming at preventing corruption and bribery, including effective sanctions against any activity of its directors, officers and employees that might be considered a corrupt or illegal practice under the Anti-Corruption Laws. 14.5 Cybersecurity In addition to its compliance with applicable laws and regulations in accordance with Section 14.1.1., and in particular with respect to cyber security, Volvo Cars will follow such standards, regulations and requirements, which in Volvo Cars’ sole discretion, are deemed relevant and applicable for the manufacturing of the Contract Products. 15. MISCELLANEOUS 15.1 Force majeure Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party's), failure of energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, Agreement No.: PS21-072 20 loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of Volvo Carss or subcontractors. A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 15.2 Notices All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: in case of personal delivery, at the time and on the date of personal delivery; if sent by email transmission, at the time and date indicated on a response confirming such successful email transmission; if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any Party by email, such Party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. All such notices, demands, requests and other communications shall be sent to following addresses: To Volvo Cars Technology (Shanghai) Ltd: Volvo Car Corporation 56214 Partnerships & Alliances Attention: [***] SE-405 31 Gothenburg, SWEDEN Email: [***] With a copy not constituting notice to: Volvo Car Corporation General Counsel 50090 Group Legal and Corporate Governance SE-405 31 Gothenburg, SWEDEN Email: [***]
Agreement No.: PS21-072 21 To Polestar: Polestar Performance AB Polestar Business Office Attention: [***] Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] With a copy not constituting notice to: Polestar Performance AB Legal Department Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] 15.3 Assignment Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. Notwithstanding the above, each Party may assign this Agreement to an Affiliate without the prior written consent of the other Party. 15.4 Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing Party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 15.5 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 15.6 Entire agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. Agreement No.: PS21-072 22 15.7 Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. 15.8 Survival If this Agreement is terminated or expires pursuant to Section 13 above, Section 3.4 (Results) Section 12 (Confidential Information), Section 16 (Governing Law), Section 17 (Dispute Resolution) as well as this Section 15.8, shall survive any termination or expiration and remain in force as between the Parties after such termination or expiration. 16. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China without giving regard to its conflict of laws principles. 17. DISPUTE RESOLUTION 17.1 Escalation principles In case the Parties cannot agree on a joint solution for handling disagreements or disputes in the governance forum Volvo Cars/Polestar Executive E&O Steering Committee, described in Appendix 3, a deadlock situation shall be deemed to have occurred and any of the Parties can notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice as set forth in Section 15.2.2 above and this Section. In such deadlock notice the reasons and preferred solution for the deadlock situation shall be stated. Upon the receipt of such a deadlock notice, the receiving Party shall within [***]of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement in accordance with what it set forth this Section 17.1. Each such statement shall be considered by the next regular meeting held by the Volvo Polestar Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. The members of the Volvo Polestar Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Volvo Polestar Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Volvo Polestar Steering Committee without undue delay. If the Volvo Polestar Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall ensure that such resolution or disposition is fully and promptly carried into effect. If the Volvo Polestar Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice, despite using reasonable endeavours to do so, such deadlock will be referred to the Volvo Cars/Polestar Executive Alignment Meeting for decision. Should the matter not have been resolved by Volvo Cars/Polestar Executive Alignment Meeting within thirty (30) days counting from when the matter was referred Agreement No.: PS21-072 23 to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 17.2 below. All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 11.2 above. Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 17.1 and apply shorter time frames and/or escalate an issue directly to the Volvo Cars/Polestar Executive Alignment Meeting in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 17.2 Arbitration Any unresolved dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, whereas the seat of arbitration shall be Gothenburg, Sweden, the language to be used in the arbitral proceedings shall be English, and the arbitral tribunal shall be composed of three arbitrators. Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. [SIGNATURE PAGE FOLLOWS] Agreement No.: PS21-072 24 This Agreement may be signed in counterparts, which together will constitute one instrument. The Parties agree that a scanned or electronic copy of this Agreement signed by both Parties’ authorized signatories will constitute a binding agreement. VOLVO CAR CORPORATION. /s/_Johan Ekdahl_____________ /s/Maria Hemberg Signature Signature Johan Ekdahl CFO Maria Hemberg General Counsel Name and title Name and title 26th May 2023 26th May 202 Date Date POLESTAR PERFORMANCE AB _/s/ Feng Dan_______________ _______________________________ Signature Signature Feng Dan, China CEO____________ _______________________________ Name of signature and title Name of signature and title _Jun 1 2023____________________ _______________________________ Date Date
Agreement No.: PS21-072 SERVICE AGREEMENT APPENDIX 1 SERVICE SPECIFICATION Direct Material Procurement Services, [***]VCCH Charleston 1. GENERAL 1.1 This Service Specification Direct Material Procurement Services is a part of the Agreement executed between Volvo Cars and Polestar. This Service Specification sets out the scope and the specification of the activities that shall be performed under the Agreement, the division of responsibilities between Volvo Cars and Polestar and the applicable time plan for the performance of the activities. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined herein shall have the meanings set out for such terms in the Service Agreement. In addition, the capitalised terms set out below in this Section shall for the purposes of this Service Specification have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. • “Procurement” – Involves both commercial purchasing and quality assurance of suppliers and their products and services. • “Direct Material Procurement” – Purchasing from and quality assurance of suppliers of car component tooling, car components, vehicle software and related development activities. “FMTM” or “Future Model Technical Meeting” means the operational level, cross- functional alignment meeting between Service Provider and Purchaser as further defined in Appendix 3 (Governance and Change Structure). “Indirect Procurement” – Purchasing of non-production material, Services and IT. “SQM” means Volvo Cars Quality Management, function within Direct Procurement that quality assures suppliers and the car components that they supply to Volvo Cars. ”GC” or “Global Counsel” means Volvo Car Procurement´s meetings/meeting for decisions on supplier selection as further described in Appendix 3 (Governance and Change Structure). 3. GENERAL DESCRIPTION 3.1 The Parties have agreed that Volvo Cars will be the service provider of Direct Procurement activities to source and quality assure suppliers and their products to the Polestar Vehicle for Polestar in regards to the localization of P519 to Charleston until the project reaches the FSR milestone (Job 1 + 90 days). The overall objectives of the activities are to source the best suppliers at a competitive cost level, in a timely manner and based on Volvo Cars standards. Agreement No.: PS21-072 3.2 The services of Indirect Procurement are not included in this specification and will be subject to a separate specification. 3.3 The service is for sourcing work and other common car program assignments as specified in this document and does not include yearly price negotiations. It does not include managing supplier claims of extraordinary kind, or any other special projects or activities. Such activities require a separate Service Request(s) by Polestar. 3.4 The Direct Material Procurement services includes the below categories, as defined in Appendix 5. • Polestar Technology (Category 1) components • PS Unique Volvo Technology (Category 2) components • Volvo Technology (Category 3A and 4) components • Common Polestar Technology (Category 3B) components 3.5 The principles for payments and sharing of cost for vendor tooling (Category 2, 3A, 3B and 4) are not included in the Agreement and will be subject to separate agreements. 4. ASSUMPTIONS/PREREQUISITES 4.1 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing process. Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) will be approved in Global Counsil (“GC”). The governance process is described in Appendix 3. 4.2 At the supplier selection for Polestar Technology components (Category 1) and if reasonable, PS Unique Volvo Technology components (Category 2) Polestar is responsible to participate in the FMTM and GC and is regarded as one of the Stakeholders and will have final say in the SCM. At the supplier selection for common components, (Category 3A, 3B and 4), Polestar may be invited to be present in the SCM. Volvo Cars will provide all SCM material to Polestar when material is officially filed prior to SCM or related decision meeting. 4.3 Prior to FMTM and SCC meetings, Volvo Cars and Polestar will align about the alternatives for Polestar unique local vendor tooling financing and the terms for the supplier sourcing. 4.4 Volvo Cars Procurement requires all Engineering Statement of Work (“ESOW”) to be agreed and signed-off between Volvo Cars and Polestar R&D before sourcing is commenced. 4.5 Sourcing decisions will be based on multiple parameters such as quality, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.6 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. Volvo Cars Charleston plant payment terms: [***] Agreement No.: PS21-072 4.7 Information which is part of the Result generated under this Agreement will be shared with Polestar upon request based on Procurement Information Sharing principles in Polestar Shared Technology Working Principles (STWP). Polestar recognizes that the information will be provided within a reasonable timeframe considering Volvo Cars´ resource constraints. Volvo Cars will not share benchmark data without the consent of the supplier. 4.8 Volvo Cars Procurement functions will work in their normal line organisation while providing this service to Polestar and may work with other projects in parallel. 5. DESCRIPTION OF THE SERVICE ACTIVITIES 5.1 The service will be provided in three main phases: 1. Strategic - strategic alignment for Polestar Vehicle. Volvo Cars Procurement is responsible to lead the overall strategic work including CBP, localization and vendor tool finance strategies and benchmarking and will align the strategy and the targets with Polestar. 2. Sourcing - Volvo Cars Procurement will lead the sourcing including team set-up, planning, execution, negotiation, contract, including performing needed supplier financial/quality/sustainability assessments. 3. Industrialization – Volvo Cars Procurement will lead the industrialization including, risk assessment, PPAP and capacity verification. 5.2 The service deliveries will be the following: • Sourcing work including cost estimates and capacity leading up to a Sourcing Strategy and Sourcing Decision in SCM/SCC: Request new capacity (RWC) and RFQ out to supplier ESOW/specification alignment Quotation analysis and cost estimates, negotiations with suppliers Plan/prepare c/o sourcing in VGS, get internal approvals leading to approval • Prepare supplier contracts , or amendments to existing contracts (to be signed by Polestar) and feedback Contracted Weekly Capacity (CWC) to SP-tool • Place build, tool, prototype, engineering and production orders (blanket) and price updates. Ordering will be done in SI +/SAP with Polestar order template when Polestar owned tool orders in accordance with Appendix 5. For Volvo Cars Procurement to be able to place orders in SI+, Polestar unique suppliers need to be registered and included in supplier base system VSM/Parma. Polestar orders will be approved in SI+ according to Volvo Delegation of Authority. • PSW/PPAP per part number, approved by Volvo Site SQM including Verified Weekly Capacity. Should PPAP/PSW not be reached at FSR, Volvo Cars will continue to work until 100% is approved. • 0 km Supplier quality assurance up to[***]. Agreement No.: PS21-072 5.3 Volvo Cars Procurement will perform procurement deliveries through the following functions and their activities: • Procurement program leader (PPL) define overall sourcing strategy. Coordinate the different functions and services that are provided in this Agreement within Volvo Cars and be the link between Volvo Cars Procurement and Polestar Program and functions working with Polestar Vehicle • Direct material Polestars – Perform supplier evaluation (SEM) if needed, lead the sourcing, negotiation, supplier selection and contract signing. • Cost estimator – Perform cost estimates based on LCE and OCE and communicate with the Polestar as needed. • Site SQM – Perform supplier quality evaluations (i.e SEMAT) and APQP/PPAP/PSW • Resident SQM – Plant situated SQM, will secure supplier quality at launch and 0 km supplier quality assurance. • Sustainability team – Perform supplier sustainability evaluations (i.e SAQ, conflict materials etc). 5.4 In addition Volvo Cars Procurement will provide all management and business support needed to support the different functions and processes with decisions and business analysis to support these decisions. 5.5 Cost targets per commodity for Unique Polestar Technology components will be set based on program affordable defined by project management prior to sourcing. Deviations from set cost targets for Unique Polestar Technology commodity will be aligned in operational program meetings and then agreed in SCM/SCC, including participation from Polestar. In the event a deviation cannot be agreed in SCM/SCC, the issue will be escalated according to the governance process described in Appendix 4. Cost target for common components will follow the already established Volvo Cars internal process. If required as part of the sourcing work the initial year-over-year cost reductions (LTA’s) for Polestar Technology components will be handled based on case-by-case basis and according to supplier strategies and based on alignment with Polestar. The handling of year-over-year cost reductions (LTA’s) including tracking and managing savings for Polestar Technology components after SOP will be agreed between the Parties in a separate agreement. 5.6 Polestar will be informed of the overall progress of the sourcing including potential deviations from targets in overall program management forums where Polestar is invited. 6. TIMING AND DURATION 6.1 The activities shall commence on 1 May 2021 and end no later than[***]. 6.2 The milestones and deadlines that are defined by the Volvo Product Development System (“VPDS”) for [***]in Charleston shall apply for the deliverables under this Agreement.
Agreement No.: PS21-072 7. ESTIMATED HOURS 7.1 The Parties estimated for hours that are required to perform the Services is described in Appendix 2 8. THE PURCHASER´S RESPONSIBILITIES 8.1 Polestar must follow the already established process within Volvo Cars to provide volume plans and information with specification of take-rates and variants that allows Procurement Capacity and volume pre-requisites team to provide a SP (volume/capacity pre-requisites) to the sourcing VCC Polestar. 8.2 Polestar is responsible to participate in the FMTM and GC meetings, according to Section 4.2 8.3 Polestar is responsible to provide approved funding of vendor tooling investments for Polestar Technology unique vendor tooling and agreed cost targets in front of negotiations with suppliers. 8.4 Polestar will abide to Volvo Cars supplier strategies and, with Volvo Cars R&D agreed, Commodity Business Plans (“CBP”). 8.5 Polestar will always be ultimately responsible for the Purchase Orders placed in Polestars name and accordance with the principles in this Agreement or otherwise agreed in writing between the Parties, (i.e. payments, volume). 8.6 If requested by Volvo Cars Polestar should give input for sourcing of suppliers for Polestar unique technology components. For the sake of clarity Polestar is entitled to provide input according to Section 4.2 8.7 If requested by Volvo Cars Polestar should participate in supplier strategy work for Unique Polestar technology components. For the sake of clarity Polestar is entitled to provide input according to Section 4.2 8.8 Polestar will keep a Power of Attorney updated and available for each of Volvo Cars legal entities to act on Polestars behalf. The purpose is to avoid any confusion towards suppliers and clarify that Volvo Cars has the authority to deliver the direct material procurement services for Polestar. 8.9 Polestar will need to sign supplier agreements and attachments (i.e. Framework Purchasing Agreement, ESOW, final price sheet, Volume pre-requisites etc) for Polestar Technology according to Polestar Delegation of Authority. If requested, Volvo Cars will use Polestar templates when acting on Polestars behalf. ______________________________ Agreement No.: PS21-072 1 SERVICE AGREEMENT APPENDIX 2 SERVICE CHARGES 1. GENERAL 1.1 This Appendix 2 stipulates the rules and principles for the Service Charges payable by Purchaser to Service Provider for Services delivered under this Agreement. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined in this Appendix shall have the meanings set out for such terms in the Agreement. In addition, the capitalised terms set out below in this Section 2 shall for the purposes of this Appendix have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 3. SERVICE CHARGES 3.1 The Service Charge for the Services according to the Service Specifications in Appendix 1 will be based on the actual hours required for the Services to be performed by Service Provider as set forth below this Appendix 2. 3.2 The Parties acknowledge that the Service Charges set forth in this Appendix 2 for Service provided in 2021 and 2022 are the actual Service Charges. 3.3 The Parties also acknowledge that the Services Charges for Service Provided in 2023 and 2024 are estimation of the amount of hours required for the performance of the Services and that this estimation may differ from the final actual number of hours charged by Service Provider. Hence, the Service Charges will ultimately be invoiced based on actual hours, not on estimated hours. However, the Parties have[***]. 3.4 The hourly rates that are used to calculate the Service Charges shall be determined by Service Provider on an annual basis in compliance with applicable tax legislation, including but not limited to the principle of “arm’s length distance” between the Parties. The hourly rates shall be calculated using the cost plus method, i.e. full cost incurred plus an arm´s length mark-up. All costs Service Provider has in order to perform the Services shall be reimbursed by Purchaser. Other cost will be charged based on actual arm's length cost, not estimated cost 3.5 The hourly rates for 2021, 2022 and 2023 are outlined in Appendix 2A . The hourly rate for 2024 should be communicated to Purchaser no later than 31 December 2023. 3.6 The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Cars are outlined in the table in Appendix 2A. Agreement No.: PS21-072 2 4. PAYMENT TERMS 4.1 The Service Charges for the Services Provided by Volvo Cars and Volvo Car Technology (Shanghai) Co,. Ltd under this Service Agreement, shall be invoiced and paid in accordance with the payment terms set forth in this Section 4. 4.2 The Service Charges for 2021, 2022 should be invoiced within 45 days of the signing of this Agreement and payable by the Purchaser within 45 days of the of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.3 The Service Charges for 2023 should be invoiced no later than 31 January 2024 and payable by the Purchaser within [***]of the of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.4 The Service Charges for 2024 shall be invoiced on a quarterly basis, at the end of each quarter and payable within [***]after the date of such invoice, provided all necessary permits from authorities, as applicable, have been received. 4.5 All Service Charges referred to in this Agreement shall be invoiced and paid in SEK or USD. 4.6 All amounts referred to in this Service Agreement are exclusive of VAT and surtaxes but inclusive of Withholding Tax applicable in accordance with local legislation. 4.7 Service Provider is responsible for charging and declaring sales tax or other taxes as follow from applicable law. Any applicable sales tax on the agreed price will be included in the invoices and paid by Purchaser. 4.8 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on[***]. 4.9 Any paid portion of the Fee is non-refundable, with the exceptions set out in this Agreement. Agreement No.: PS21-072 1 SERVICE AGREEMENT APPENDIX 2A SERVICE CHARGES – VOLVO CARS The Service Charges (actual amounts for 2021 and 2022 and estimates for 2023 and 2024) for Services provided by Volvo Cars are outlined in the table below: [***]
Agreement No.: PS21-072 1 Appendix 3 Governance and Change Structure 1. GENERAL 1.1 This Appendix 3 outlines the governance structure for this Agreement between the two Parties as well as how to handle changes along the development project. 2. DEFINITIONS 2.1 Any capitalised terms used but not specifically defined herein shall have the meanings set out for such terms in the Agreement. In addition, the capitalised terms set out below in this Section 2 shall for the purposes of this Appendix have the meanings described herein. All capitalised terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 3. GOVERNANCE STRUCTURE 3.1 Direct Material Procurement The operational level forum for Direct Material procurement will follow the already established cross-functional forums, where procurement is required for the sourcing process. The Future Model Technical Meeting (“FMTM”) manage operational issues in the sourcing process, including cross-functional alignment with Polestar for sourcing strategy, decision and cost, and prepares the information to be formally decided in the Global Counsel (“GC”). Polestar is invited to the established functional forums and meetings as required and where Polestar will be informed of the overall progress of the sourcing of Polestar Technology including potential deviations from targets. The participants are the Volvo Cars Procurement program manager and Polestar Procurement Manager. Meeting cadence is based on request. The GC is the forum that decides on sourcing strategies, sourcing decisions and manages disagreements in deviations of program targets. The chairman of the meeting is the Volvo Cars Vice Presidents of Direct Material and participants are Volvo Cars Vice Presidents of Direct Material, Volvo Cars Sourcing Analyst, Volvo Cars Cost Estimate Director and Volvo Cars SQM Program Manager. At the supplier selection for Polestar Technology components, Polestar is responsible to participate in the FMTM and the GC and is regarded as one of the stakeholders and will have a final say in the GC. At the supplier selection for common platform components, Polestar is invited to be present in the GC. The meeting is held weekly. 3.2 Indirect Material Procurement The operational level forum for Indirect Material procurement will follow the already established cross-functional forums, where procurement is required for the sourcing process. The Supplier Choice Meeting (“SCM”) manage operational issues in the sourcing process, including cross-functional alignment with Polestar for sourcing strategy, decision and cost, and prepares the information to be formally decided in the Supplier Choice Meeting. Polestar is invited to the established functional forums and meetings as required and where Polestar will be informed of the overall progress of the sourcing of Polestar Technology including potential deviations from targets. The participants are the Volvo Cars Agreement No.: PS21-072 2 Procurement program manager and Polestar Procurement Manager. Meeting cadence is based on request. The SCM is the forum that decides on sourcing strategies, sourcing decisions and manages disagreements in deviations of program targets. The chairman of the meeting is the Volvo Cars Vice President of Indirect Material and participants are Volvo Cars Vice Directors of Indirect Material, Volvo Cars Sourcing Analyst, Volvo Cars Cost Buyer. The SCC is the next level of governance forum for procurement, Direct Material and Indirect Material and it also decides sourcing strategy, sourcing decisions and manages disagreements in deviations of program targets. However, the SCC is only deciding on items escalated by Polestar and items that has decision value of more than[***]. Sourcing decisions for certain, defined critical, commodities must be finally decided by SCC, after decision in SCM. The chairman of the meeting is Volvo Cars Head of Global Procurement and Volvo Cars Vice Presidents of Procurement, as well as other unit stakeholders depending on agenda. At the supplier selection for Polestar Technology components, Polestar is responsible to participate in the SCC and is regarded as one of the Stakeholders and will have a voice in the SCC. The next governance level for procurement is the E&Q Steering Committee as described in Section 3.3. 3.3 Manufacturing Engineering & SCM The governance and co-operation for the manufacturing engineering and logistics is to be primarily conducted at M&L Operational Program Meetings between the Parties, but if Polestar objects to decisions made in the M&L Operational Program Meeting issues can be escalated to the Volvo Polestar M&L Program Review Meeting. The Volvo Polestar M&L Program Review Meeting will handle issues where a decision regarding deviations from M&L objectives have to be made. The meeting participants are Volvo Cars Manufacturing Business Office (“MBO”) representative and Volvo Cars plant in Charleston General Manager and Polestar Manufacturing Business Office and Polestar Finance. The meeting chair is Volvo Cars MBO and the meeting is held quarterly. The next governance level for Manufacturing Engineering & SCM is the Volvo Polestar Steering Committee. The Steering Committee is handling escalated topics escalated by Polestar and discuss strategic questions related to production. 3.4 Joint Governance Level In the event that Polestar objects to decisions made in the Volvo Polestar Steering Committee and the Parties cannot agree on a joint solution for disagreements or disputes handled, the final governance level is the Volvo/Polestar Executive Alignment Meeting. The participants in the Volvo/Polestar Executive Meeting is Volvo CEO and CFO and Polestar CEO and CFO, as well as other relevant participants from both Parties related to the subjects discussed. The meeting is held monthly or as otherwise agreed, based on escalated items. Agreement No.: PS21-072 3 If the Volvo/Polestar Executive Alignment Meeting cannot settle the disagreement, such deadlock will be referred to the CEO and CFO of the owners of Polestar on the signing date of this Agreement, for deadlock resolution, according to the escalation principles described in the Agreement Section 18. The governance structure between Volvo Cars and Polestar is illustrated in a picture at the end of this appendix. Agreement No.: PS21-072 4
# 2022 January February March April May June July August September October November December Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Act/Fcst Full Year [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] [Currency] Present Status Engineering Head cost 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Vehicle Platform 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Hired Service incl D&D 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Test Objects 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 All other 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Blue collar 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Rigs 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Subtotal Status 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 0,000 Hourly rate Hours White Collars [Currency] [Amount] 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 Hours Blue Collars [Currency] [Amount] 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 Hours Rigs 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 2022 Program Engineering Expense Change Management Engineering Expense # Internal Information - Polestar Agreement PS21-072 APPENDIX 5 SUSTAINABILITY REQUIREMENTS 1. REQUIREMENTS 1.1 This appendix aim to secure Polestar sustainability requirements, the appendix is written in a collaborative manner. It´s focusing on securing data transfer and sustainability reporting. Polestar’s sustainability requirements are sectioned according to the four main areas of focus - climate neutrality (2), transparency (3), inclusion (4) & circularity (5). In all cases, these requirements are subject to change if deemed necessary. 1.2 Change Management Changes affecting the initial sustainability targets detailed in these requirements shall be handled in line with the change management strategy for the vehicle. Cost and Sustainability upgrades and related Model Year (MY) changes should be undertaken collaboratively and implemented in a timely manner to support Polestars sustainability roadmap. 2. CLIMATE NEUTRALITY 2.1 Greenhouse Gas Emissions – Manufacturing Energy use in the manufacturing plant (electricity, fuels, over the fence heating and cooling) aim to be 100 % climate neutral no later than 2025. 2.2 Greenhouse Gas Emissions – Supply Chain Joint ambition to actively work towards and achieve climate neutral electricity for all sourced Tier 1 (T1) suppliers. To ensure this, the turnkey supplier shall contact all active T1 suppliers in order for them to disclose their own emissions in scope 1 and 2, according to the GHG protocol starting from Agreement PS21-072 2024. Suppliers shall also disclose whether they also report on scope 3, and if that is the case, disclose their full climate reporting according to GHG protocol (scope 1, 2, 3). Where Polestar have expertise & technical data to support GHG emission reduction on common platform, collaborative working should be undertaking to support the implementation of these solutions for mutual benefit. Renewable electricity should be accompanied by a certification or have the means to substantiate any claims in that regard. 2.3 Life Cycle Analysis (LCA) The turnkey supplier shall provide Polestar with an updated cradle-to-gate carbon footprint, including battery, calculation for the main variants of requested MY, work to be initiated by a service request. 3. TRANSPARENCY 3.1 Blockchain Material Traceability The following materials used in battery pack and modules shall/must be traced using blockchain technology: Lithium, Nickel, Cobalt, natural graphite & Mica. 3.2 Supply chain transparency The parties recognize the need to have a traceable supply chain in order to comply with current (UFLPA) and coming (such as the EU battery act, Corporate sustainability directive, EU proposal for a regulation on prohibiting products made with forced labour on the Union market) regulations. Volvo agrees, to the best of its effort, to ensure mapping of the supply chain in order with regulation requirements. 3.3 Conflict Mineral Reporting The following materials shall continue to be reported according to the Responsible Minerals Initiative (RMI) Conflict Mineral Reporting template standards: Tin, Tantalum, Tungsten & Gold (3TG). Tin, Tantalum, Tungsten & Gold (3TG). Polestar requires company-specific reporting for with disclosure of smelters, their status, and their country of origin through campaigning towards suppliers in each project with aim of increasing numbers of conformant smelters. 3.4 Data Sharing The parties recognize that ensuring compliance, fighting corruption and integrating environmental, social, and governance (ESG) topics into corporate strategy, operations and Agreement PS21-072 supply chain are a common effort, and best results can be achieved by sharing data on due diligence activities conducted on Tier 1 suppliers. In this regard, Volvo shall: 1. conduct sanction screening during selection stage of Tier 1 DM suppliers for new sourcing, and monitor the existing suppliers against the below sanctions lists during the program : (i) EU sanctions lists. (ii) UK sanctions lists (iii) US lists: (1) OFAC Specially Designated National and Blocked Persons list, (2) OFAC Sectoral Sanctions Identifications List, (3) BIS Entity List, (4) BIS Denied Persons List, and (5) BIS Unverified List, OFAC - Non-SDN Chinese Military-Industrial Complex Companies List (iv) UN Security Council Consolidated List (v) any other sanction list that would be applicable 2. Inform Polestar, without undue delay, and at minimum quarterly, of any Red flag related to Sanction and Sanction ownership and control 3. Assess corruption, reputation, and human rights risks, during selection stage of Tier 1 DM suppliers, and monitor such risks during the program 4. Promptly/ when such red flags arise, inform Polestar of material findings /Red flags, and on a quarterly basis The parties agree to cooperate to define appropriate risk mitigation actions, and transparently report on progress and issues. 3.5 Sustainability reporting requirements Polestar require documentation and supporting material related to sustainability reporting requirements such as, but not limited to, EU Taxonomy regulation (EU) 2020/852 and Corporate Sustainability Reporting Directive 2022/2464/EU on an annual basis.
Agreement PS21-072 Documentation requirements in accordance with the implementing and delegated acts of the regulations. Prompt communication/reporting to Polestar’s C&E team in case of material finding. 3.6 Supply chain data In order to enable Polestar to comply with due diligence and reporting obligations, Volvo shall make the data (name, address and country) of Tier 1 DM suppliers connected to Polestar products available to Polestar and provide such data on Polestar’s request. 4. INCLUSION 4.1 Agreed Code of Conduct for Business Partner for the manufacturing of the vehicle as well as by Direct Material (DM) suppliers and their components to be used. Revisions of the CoC for Business Partners must be agreed and aligned. 4.2 Due Diligence Due diligence practices should be put in place according to OECD due diligence guidelines. These practices include how to embed responsible business conduct, identifying and assessing adverse impact, how to cease, prevent or mitigate and track impact on human rights and this must be transparently communicated so that corrective action plans can be implemented in manufacturing and in our common supply chains effectively. The supplier shall put processes in place to avoid incompliance with laws and regulations during manufacturing of parts and components and for adhering to the laws and regulations on our sales markets. During onboarding of Tier 1suppliers: Ensure Self-Assessment Questionnaire (SAQ) is completed in NQC platform Only select suppliers with >70% rating before SOP, or has an agreed roadmap In case the supplier does not meet the 70 score, consult with Polestar to align if supplier can still be selected and define corrective actions. 4.3 Social third-party onsite audits Existing Tier 1 suppliers, as selected through Turnkey supplier´s risk-based audit strategy program, to undergo third-party social audits. New Tier 1 suppliers shall undergo the Turnkey Agreement PS21-072 supplier self-initiated audit program, Polestar to gain access to valid and updated audit report data and Corrective Action Plan (CAP) during the production phase. Possibility for Polestar to perform own audits unless already performed by Volvo Cars. These should be planned and performed in discussions with Volvo cars. For materials used in battery pack and modules transparently implement third-party on-site social audits down the supply chain in high-risk markets. 4.4 Protecting Animal welfare Animal based products, nappa leather and wool, must live up to the standards on Animal Welfare and the Five Freedoms. Polestar should be able to request and obtain access to 4.4.1 material to Polestar to be able to mitigate future supply chain and compliance risks. nformation about adherence and follow up on animal welfare status during production. Standards and certificates to be aligned between both parties. 5. CIRCULARITY 5.1 Raw Material Use The recycled content (PCR and PIR) for the following materials in the vehicle shall be identified and disclosed, and where possible, increased until end of production: • Aluminium • Steel • Plastics • Copper • REEs (e-machine) – (target 50% PCR) The recycled content (PCR and PIR) for the risk minerals in the batteries shall be identified and disclosed, and where possible, increased until end of production. Where bio-based materials are used (e.g. in the interior), the quantity and type of biomaterial shall be identified and disclosed. The supplier shall work continuously through model year improvements to reach the highest technically feasible recycled content for all materials throughout the vehicle lifetime. The supplier shall work continuously through model year improvements to identify material substitutions where fossil-based and virgin materials can be replaced with more circular materials. Agreement PS21-072 All materials containing recycled content and/or bio content should preferably be accompanied by a valid third-party certification or as a minimum have the means to substantiate any claims in that regard. 5.2 Hazardous substances The supplier shall support Polestars goal of minimising the use of EU Candidate List substances (Candidate List of substances of very high concern for Authorisation (published in accordance with Article 59(10) of the REACH Regulation) and per- and polyfluoroalkyl substances (PFAS), used in both the product and the manufacturing processes. The cars shall be compliant with Volvo cars RSMS. Candidate List substances and PFAS shall be identified and disclosed to Polestar on a yearly basis. In addition, data on Candidate List substances shall be disclosed and reported to Polestar at every update of the EU Candidate List, if the update concerns substances present in the cars. The information shall at least include substance name, CAS-number (if applicable), amount (w/w), material/component name, alternatives assessment (yes/no), outcome of alternatives assessment (if applicable), expected phase out date (if applicable) and date for next alternatives assessment. 5.3 IMDS substance data to mitigate future supply chain and compliance risks 5.3.1 The supplier commits to support Polestar in gathering and to disclose information on substances and substance groups, used in materials/components that are material to Polestar to be able to mitigate future supply chain and compliance risks.
Agreement no.: PS22-048 1(19) Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. OUTSOURCING FRAMEWORK AGREEMENT Regarding the outsourcing of the development, manufacturing, procurement, quality, outbound logistics and certain aftermarket responsibilities of the [***] vehicle and made between: (1) VOLVO CAR CORPORATION, Reg. No. 556074-3089, a limited liability company incorporated under the laws of Sweden (“Volvo Cars”); and (2) POLESTAR PERFORMANCE AB, Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden (“Polestar”). Each of Volvo Cars and Polestar is hereinafter referred to as a “Party” and jointly as the “Parties”. BACKGROUND A. Polestar has decided to outsource the development, manufacturing, procurement, quality, outbound logistics and certain aftermarket responsibilities of the Vehicle (as defined below) to Volvo Cars and Volvo Cars Affiliates (as defined below), and Volvo Cars and Volvo Cars Affiliates have accepted to perform such tasks pursuant to the terms and conditions under the relevant Ancillary Agreements (as defined below). B. The Vehicle will be based on Volvo Cars' so-called [***] architecture with additional Polestar unique development, and will be a premium battery electric vehicle in the Premium SUV segment to be sold globally by Polestar. C. At the date of this Agreement, some Ancillary Agreements have already been entered into. Polestar and/or Polestar Affiliates (as defined below) and Volvo Cars and/or Volvo Cars Affiliates will enter into additional Ancillary Agreements following the date hereof. D. Although the Ancillary Agreements for practical reasons have been and will be entered into by Volvo Cars and different Volvo Cars Affiliates, the Parties’ have agreed that Polestar and Polestar Affiliates should be able to have one single contracting party taking the overall responsibility for the development, manufacturing, procurement and certain aftermarket responsibilities of the complete Vehicle. E. In order for Polestar and the Polestar Affiliates to be able to turn to one single contracting party that takes the overall responsibility for the complete Vehicle, the Parties have agreed that Volvo Cars should assume a comprehensive end-to-end responsibility for the performance of any and all Deliverables (as defined below) provided by Volvo Cars or any Volvo Cars Affiliate under the Ancillary Agreements. Agreement no.: PS22-048 2(19) F. In addition, Volvo Cars shall undertake a coordinating role and act as Polestars’ and Polestar Affiliate’s single point of contact in relation to any and all claims, issues, questions etc. arising under the Project (as defined below), including the Ancillary Agreements. In light of the above, the Parties have agreed to execute this Agreement. 1. DEFINITIONS All capitalized terms used in this Agreement shall have the meaning noted above and below. All capitalized terms in singular in the list of definitions shall have the same meaning in plural and vice versa. “Affiliate” means (i) for Volvo Cars, Volvo Cars AB any other legal entity that directly or indirectly is Controlled by Volvo Car AB and (ii) for Polestar, any other legal entity that, directly or indirectly, is Controlled by Polestar Automotive Holding UK PLC. The Parties, however, agree to renegotiate this definition of “Affiliates” in good faith if it in the future does not reflect the Parties’ intention at the time of signing this Agreement due to a restructuring or reorganization in relation to either or both of the Parties. “Agreement” means this Outsourcing Framework Agreement (as amended by the Parties from time to time). “Ancillary Agreement” means each of the Project specific agreements entered into or to be entered into between the Parties or with Polestar Affiliates or Volvo Cars Affiliates within the scope of the Agreement, including the agreements listed in Appendix 1, (as they may be amended from time to time by the Parties), and such other agreements that may be concluded by the Parties or their respective Affiliates in connection with or for the purpose of facilitating the Project. “Coordination Activities” is defined in Section 5.1. "Components" means all the components (including software) and parts included in the Vehicle according to the technical specification as defined in the applicable [***]Manufacturing Agreement (PS22-049, PS22-050, PS22-052). “Confidential Information” means any and all non-public information regarding the Parties and their Affiliates and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to the existence, content and subject matter of this Agreement, information relating to intellectual property rights, concepts, technologies, processes, commercial figures, techniques, algorithms, formulas, methodologies, know-how, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, statement of works (including engineering statement of works and any high level specification), targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to, at the time of, or after the execution of this Agreement. “Control”, “Controlling”, “Controlled” means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of Agreement no.: PS22-048 3(19) directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. “Deliverables” means the services to be performed, the licenses to be granted, the products to be delivered (including the Vehicle) and any other results and deliverables to be provided by Volvo Cars and the Volvo Cars Affiliates under the Ancillary Agreements. For the avoidance of doubt, the Coordination Activities provided under this Agreement is not included in the definitions of Deliverables. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party. “Force Majeure Event” is defined in Section 15.2.1. “Intellectual Property Rights” or “IP” means Patents, Non-patented IP, rights in Confidential Information and Know-How to the extent protected under applicable laws anywhere in the world. For the avoidance of doubt, Trademarks are not comprised by this definition. “Know-How” means confidential and proprietary industrial, technical and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, component lists, market forecasts, lists and particulars of customers and suppliers. “Non-patented IP” means copyrights (including rights in computer software), database rights, semiconductor topography rights, rights in designs, and other intellectual property rights (other than Trademarks and Patents) and all rights or forms of protection having equivalent or similar effect anywhere in the world, in each case whether registered or unregistered, and registered includes registrations, applications for registration and renewals whether made before, on or after execution of this Agreement. “Party” is defined in the preamble above. “Patent” means any patent, patent application, or utility model, whether filed before, on or after execution of this Agreement, along with any continuation, continuation-in-part, divisional, re-examined or re-issued patent, foreign counterpart or renewal or extension of any of the foregoing. “Polestar” is defined in the preamble above. “Polestar Affiliate” means any Affiliate of Polestar. “Project” means the [***]project which includes inter alia development (including licenses), procurement, manufacturing, and certain aftermarket services and change management of the Vehicle by Volvo Cars. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. “Reserved Volumes” shall have the same meaning as defined in the applicable [***]Manufacturing Agreement (PS22-049, PS22-050, PS22-052). “Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of, a person listed on, any Sanctions List; (ii) Agreement no.: PS22-048 4(19) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Territory; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom the Parties, respectively under applicable law, would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). "Sanctioned Party" means, at any time, an individual or entity that is: (a) any person specifically listed in any Sanctions List; or (b) any person controlled or owned by any such person referred to in (a) above. “Sanctioned Territory” means a country, region or territory that is the subject of comprehensive country-wide, region-wide or territory-wide Sanctions, or whose government is the target of comprehensive Sanctions. “Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes, export controls or other restrictive measures enacted, administered, implemented and/or enforced from time to time by the United Nations Security Council, the United States of America, the United Kingdom, the Europe and Union and/or member state of the European Union, the Kingdom of Norway, the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT), and other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Parties or performance of this Agreement. “Sanctions Authority” means: (a) the United Nations Security Council; (b) the United States of America; (c) the United Kingdom; (d) the European Union and/or a member state of the European Union; (e) the Kingdom of Norway; (f) the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT); and (g) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Polestar or its Affiliates or performance of this Agreement. “Sanctions List” means the following lists of designated sanctions targets maintained by a Sanctions Authority from time to time: (a) in the case of the United Nations Security Council, the United Nations Security Council Consolidated List; (b) in the case of OFAC: the Specially Designated Nationals and Blocked Persons List; (c) in the case of HMT: the Consolidated List of Financial Sanctions Targets (d) in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and (e) or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, where such list or public announcement purports to
Agreement no.: PS22-048 5(19) block the property or interests in property of, or prohibit the provision of funds or economic resources to, the designated persons. “SCC” is defined in Section.16.2.1 “SCC Rules” is defined in Section 16.2.1 “Steering Committee” mean the first level of governance forum established by the Parties for handling the cooperation between the Parties in respect of various matters in this Project, the so called Engineering & Operations Steering Committee. “Strategic Board” means the highest level governance forum established by the Parties for handling the cooperation between the Parties in respect of various matters in this Project, the so called Volvo Cars/Polestar Executive Alignment Meeting. "Third Party” means a party other than any of the Parties and/or Affiliates of one of the Parties to this Agreement. “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against third parties. “Vehicle” means the Polestar branded vehicle with the internal project name [***]. “Volvo Cars” is defined in the preamble above. “Volvo Cars Affiliate” means any Affiliate of Volvo Cars. 2. OBJECTIVES 2.1 The purpose of this Agreement is to form a framework describing the Parties’ rights and obligations in connection with Volvo Cars and Volvo Cars Affiliates’ provision of the Deliverables to Polestar and Polestar Affiliates, including but not limited to Volvo Cars’ end-to- end responsibility as set out in Section 4, as well as describing the Coordination Activities to be delivered by Volvo Cars to Polestar and Polestar Affiliates. Without limiting the generality of the foregoing, and as part of the overall objectives to be achieved through the Deliverables provided under the Ancillary Agreements, Volvo Cars undertakes to: (a) assume any and all liability, including financial liability and performance liability, for and undertakes the fulfilment of any obligations of Volvo Cars and Volvo Cars Affiliates under each Ancillary Agreement; (b) be Polestar’s and Polestar Affiliates single point of contact and procure and coordinate the performance and the delivery of the Deliverables and other undertakings made by Volvo Cars and Volvo Cars Affiliates under each of the Ancillary Agreements; (c) ensure that liability is allocated between Volvo Cars and Volvo Cars Affiliates in the event liability cannot easily be allocated under any of the Ancillary Agreements, and Agreement no.: PS22-048 6(19) thereby assume an independent end-to-end responsibility for the delivery of a functioning and complete Vehicle and aftermarket undertakings. 2.2 Volvo Cars recognizes and acknowledges that the Project and the Deliverables provided under the Ancillary Agreements are of utmost importance to and have a direct impact on the potential success of Polestars’ business. 3. CONTRACTUAL FRAMEWORK AND STRUCTURE 3.1 Due to the fact that Polestar has decided to outsource the full development, manufacturing, procurement and certain aftermarket responsibilities of the Vehicle to Volvo Cars and certain Volvo Cars Affiliates, Polestar and certain Polestar Affiliates have entered into and will enter into the different Ancillary Agreements for the different functions and phases of the Project. 3.2 On the date of this Agreement, the Ancillary Agreements listed in Appendix 1 Section 1 have already been signed and come into effect. 3.3 In addition to the Ancillary Agreements listed in Section 3.2, it is agreed by the Parties that additional agreements relating to the Project will be entered into by Polestar and Polestar Affiliates and Volvo Cars and certain Volvo Cars Affiliates, and that such agreements, provided that they refer to this Agreement, automatically and immediately upon signing will be considered Ancillary Agreements. At the time of the date of this agreement, these additional agreements are expected to be the agreements listed in Appendix 1 Section 2. 3.4 For the avoidance of doubt, the Parties acknowledge that they are fully aware of the contents of each of the already executed Ancillary Agreements and, in principle, the main contents of the contemplated future Ancillary Agreements based on any drafts thereof existing at the time when this Agreement is entered into. In light of its undertakings under this Agreement and that the Parties for that reason have accepted not to explicitly append all of the Ancillary Agreements to this Agreement. 4. END-TO-END RESPONSIBILITY 4.1 Volvo Cars’ general responsibility for Volvo Cars Affiliates’ performance 4.1.1 Volvo Cars commits to a comprehensive end-to-end responsibility for delivering a premium experience Vehicle including performance of not only its own obligations but also the obligations of any Volvo Cars Affiliate under the Ancillary Agreements, including but not limited to the provision of the Deliverables. This means that Volvo Cars undertakes to itself perform, or procure the performance of, any of Volvo Cars Affiliates’ present and future obligations in relation to or arising out of the Ancillary Agreements, including but not limited to the Deliverables and financial undertakings, if so requested by Polestar and Polestar Affiliates. 4.1.2 The Parties’ intention is that Polestar and Polestar Affiliates shall first directly contact or make a formal claim to the relevant Volvo Cars Affiliate (provided it is clear which is the liable Volvo Cars Affiliate) for any performance or omittance of any obligation of a Volvo Cars Affiliate under any relevant Ancillary Agreement, however, should the issue not be resolved or responded to by such Volvo Cars Affiliate within a reasonable time, Polestar and Polestar Affiliates shall be entitled to turn to Volvo Cars for assistance and coordination as set out in this Agreement. Agreement no.: PS22-048 7(19) 4.2 Volvo Cars’ responsibility if liability cannot be allocated under the Ancillary Agreements 4.2.1 If the Vehicle in any respect deviates from what Polestar reasonably could have expected from a premium experience vehicle or any claim that the sale and/or importation of the Vehicle infringes third party rights, and this is caused by a Volvo Cars Affiliate, then Volvo Cars shall be liable for any such deviation or claim. Volvo Cars shall rectify any such deviations within reasonable time. 4.2.2 Volvo Cars shall have the total liability for any and all claims under the Agreement, however it is recognized that each Ancillary Agreement have individual liability limitations and caps subject to their respective terms and conditions. Section 6 below applies. 4.2.3 If the liability cannot be allocated to any of the Ancillary Agreements in a straightforward manner, provided that the issue/claim raised by Polestar or Polestar Affiliates is caused by Volvo Cars or amongst Volvo Cars Affiliate(s), then Volvo Cars shall allocate such liability to Ancillary Agreement(s), and have the freedom to make the judgement call on such allocation between Volvo Cars and its Affiliates. Volvo Cars shall be able to apply and rely on such liability limitations and caps in accordance with the terms and conditions of each Ancillary Agreement with respect to each type of claims (e.g. design under the development agreement, manufacturing under the manufacturing agreement, services under the services agreement, tooling under the tooling agreement) towards Polestar and Polestar Affiliates if those are handled in the end through this Agreement. 4.2.4 Rectification of defects is the responsibility of Volvo Cars if the directed Affiliate(s) is for some reason not handling it in time for Polestar or Polestar Affiliates. 5. COORDINATION ACTIVITIES 5.1 Volvo Cars shall act as Polestars’ and Polestar Affiliates single point of contact from a practical perspective in relation to any and all claims, issues, questions etc. arising under the Project, and provide any and all activity, including coordination and root-cause analysis, related thereto (the “Coordination Acitivities”). Notwithstanding this Coordination Activities, the Parties acknowledge and agree that Polestar and Polestar Affiliates will have contacts with Volvo Cars Affiliates directly during the day-to-day business and for issues that it normally deals with a Volvo Cars Affiliate it may continue to do so. 5.2 The Coordination Activities shall include the following rights and obligations: (a) If Polestar or Polestar Affiliates cannot turn to a Volvo Cars Affiliates, Polestar and Polestar Affiliates shall have the right to solely turn to Volvo Cars regarding any issue or question which Polestar and/or Polestar Affiliates may have in relation to the Project (including under any Ancillary Agreement); (b) Volvo Cars shall be responsible to investigate the origin of any problem including a responsibility for root-cause analysis as regards any failure in performance of any Volvo Cars Affiliate under any Ancillary Agreement or a third party in relation to the Project, including parts, manufacturing, development, services etc. (irrespective of if they have been supplied by third parties or other Volvo Cars Affiliates). (c) Volvo Cars shall be responsible for providing to Polestar and Polestar Affiliates a proposal on how the liability between Volvo Cars and the Volvo Cars Affiliates shall be allocated in case there is a breach of more than one Ancillary Agreements, which shall Agreement no.: PS22-048 8(19) be subject to mutual discussions between the Parties and ensure that Volvo Cars Affiliates follow such decision. 6. LIABILITY 6.1 In relation to the Deliverables provided under the Ancillary Agreements, Volvo Cars’ liability, including limitations, shall correspond to the liability and limitations for Volvo Cars or each Volvo Cars Affiliates under each Ancillary Agreement. For the avoidance of doubt, in the event Volvo Cars or Volvo Cas Affiliates could be held liable under more than one Ancillary Agreement, the total liability cap under the relevant Ancillary Agreements (the sum of the relevant caps) shall apply. Notwithstanding the aforesaid or anything else in this Agreement, Polestar and Polestar Affiliates may never be compensated twice in relation to the same damage. 6.2 No damages paid under this Agreement or any Ancillary Agreement shall become part of the cost base for any payments due from Polestar for services or the Vehicle price. 6.3 This applies even if Volvo Cars or its Affiliates are required to include such damages in the cost base due to transfer pricing obligations. If so then Volvo Cars undertakes to compensate Polestar and/or its Affiliates with that amount. 7. TERM 7.1 This Agreement shall continue in effect until all Ancillary Agreements have been terminated in accordance with the terms and conditions set out in the Ancillary Agreements, unless otherwise set out in Section 7.2 below or otherwise agreed between the Parties. 7.2 Each of the Parties shall have the right to terminate this Agreement if an Ancillary Agreement has been terminated by a party due to material breach by the counterparty. 8. LIAISON MEETING AND GOVERNANCE 8.1 The Parties shall have weekly liaison meetings to discuss matters handled as Coordination Activities, other issues under this Agreement and any Ancillary Agreements. 8.2 For the purpose of allowing the Parties to work in a cooperative, productive manner and remain committed to maintaining a flexible attitude toward solving technical, service and business challenges within the Project over time, the Parties undertake to formalise a formal governance procedure in relation to the Agreement based on the structure set out in the Ancillary Agreements. The Parties agree that should the Parties need to escalate an issue under this Agreement that has already been escalated by Polestar and/or Polestar Affiliates or any Volvo Cars Affiliates under any of the Ancillary Agreements, such issue shall immediately
Agreement no.: PS22-048 9(19) be transferred to and handled in accordance with the governance procedures in this Agreement once formalised in accordance with Section 8.2. 8.3 In the event that no escalation has yet been initiated under the Ancillary Agreement, the Parties agree that any disagreement or dispute arising under such Ancillary Agreement shall be handled under this Agreement once formalised in accordance with Section 8.2. 9. CONFIDENTIAL INFORMATION 9.1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Party. 9.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any third party, unless the exceptions specifically set forth below in this Section 9.2 below apply, or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision shall not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this Agreement, or by breach of another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a third party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; (e) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 9.3 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own Confidential Information of similar nature, to prevent the dissemination to third parties or publication of the Confidential Information. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking corresponding to the provisions as set forth in this Section 9. 9.4 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. Agreement no.: PS22-048 10(19) 9.5 If any Party violates any of its obligations described in this Section 9, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 17.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 9.6 This confidentiality provision shall survive the expiration or termination of this Agreement without limitation in time. 10. TRADEMARKS 10.1 General For the avoidance of doubt, this Agreement shall in no way be construed as to give any of the Parties any right whatsoever to use any registered or unregistered Trademarks or brand names owned or licensed by another Party or its Affiliates, except in the manner and to the extent set forth in this Agreement. 10.2 Polestar brand name 10.2.1 For sake of clarity, it is especially noted that this Agreement does not include any right to use the ‘Polestar’ brand name or Trademarks or refer to ‘Polestar’ in communications or official documents of whatever kind. 10.2.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Polestar’ brand name or ‘Polestar’ Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with third parties, e.g. in presentations, business cards and correspondence. 10.3 Volvo Cars brand name 10.3.1 Correspondingly, it is especially noted that this Agreement does not include any right to use the ‘Volvo’ brand name, or Trademarks, or refer to ‘Volvo’ in communications or official documents of whatever kind. The Parties acknowledge that the ‘Volvo’ Trademarks as well as the ‘Volvo’ name is owned by Volvo Trademark Holding AB and that the right to use the name and the ‘Volvo’ Trademarks is subject to a license agreement, which stipulates that the name, Trademarks and all thereto related intellectual property can only be used by Volvo Cars and its Affiliates in relation to Volvo products. 10.3.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Volvo’ brand name or ‘Volvo’ Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with third parties, e.g. in presentations, business cards and correspondence. 11. INDEMNIFICATION 11.1 Polestar shall, and shall ensure that the Polestar Affiliates will, indemnify and hold harmless Volvo Cars and each of the Volvo Cars Affiliates according to the indemnification provisions set out in each Ancillary Agreement. Agreement no.: PS22-048 11(19) 11.2 Each of Volvo Cars and Polestar shall, upon becoming aware of any third-party claims received by any of Volvo Cars Affiliates or Polestar Affiliates, (i) promptly notify the other Party thereof and (ii) coordinate and facilitate the adequate management of such claim, where any indemnification obligation referenced under 11.1 applies or is reasonably likely to apply. 11.3 Volvo Cars and Polestar acknowledge that Volvo Cars and Volvo Cars’ Affiliates combined may only be indemnified once for each event. 11.4 Polestar is responsible to obtain and maintain an adequate and reasonable insurance to cover its obligations under the Ancillary Agreements. 12. THIRD PARTY SUPPLIER CLAIMS AND VOLUME COMMITMENTS TO THIRD PARTY SUPPLIER 12.1 [***]. 12.2 Third Party Supplier Claims 12.2.1 [***] (a) . 12.2.2 [***]. 12.2.3 [***] 12.2.4 [***] 12.3 Third Party Volume Commitments 12.3.1 [***] 12.3.2 [***] 13. QUALITY 13.1 The Parties acknowledge that the attainment and maintenance according to quality requirements for the Contract Product and process reliability is of paramount importance. 13.1.1 The Parties have agreed to in good faith develop and mutually agree on a Quality Protocol which shall outline the quality processes to be applied between the Parties in relation to the Contract Product. 14. RESPONSIBLE BUSINESS 14.1 Compliance with laws, internationally recognized principles concerning business and human rights and Code of Conduct. 14.1.1 Each Party shall comply with the laws, and regulations of the country/countries where it operates and all other laws and regulations of any other jurisdiction which are, at the time for Agreement no.: PS22-048 12(19) signing the Agreement or later during the validity of this Agreement become, applicable to the business and the activities of the Three Party in connection with this Agreement. 14.1.2 Without limiting the generality of the foregoing, Three Party shall at all times follow: (i) all applicable laws, regulations and statutory requirements applicable to the Three Party when performing their respective obligations under this Agreement. This includes, but is not limited to those relating to the protection of people’s free enjoyment of labor laws, i.e. such national laws regulating working conditions, work place health and safety, discrimination and the right to freedom of association and collective bargaining; (ii) internationally recognized human rights contained in the International Bill of Human Rights (i.e. the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights); UN Guiding Principles on Business and Human Rights; Ten Principles of the United Nations Global Compact (UNGC) covering human rights, labor standards, the environment and anti- corruption; the eight core ILO conventions as set out in the ILO Declaration of Fundamental principles and Rights at Work; where relevant, United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP); (iii) and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. 14.1.3 Volvo Car Group has adopted a corporate Code of Conduct for its business called Our Code – How we act (the “Volvo Cars Code of Conduct”) available at group.volvocars.com/sustainability, to which Volvo Cars and its affiliates are bound. Polestar has adopted a Code of Conduct for its business (the “Polestar Code of Conduct”) available at legal.polestar.com/ethics, to which Polestar and its affiliates are bound. Three Party agree that these two documents are expressions of the same or similar principles of good conduct, and hereby declare to each other that they shall adhere to, and shall cause their directors, officers, employees and contractors to adhere to, their respective Code of Conduct or similar principles, in their performance of their respective obligations under this Agreement. 14.1.4 Volvo Car Group has adopted a Code of Conduct for Business Partners (“the Volvo Cars Code of Conduct for Business Partners”) available at group.volvocars.com/sustainability. Polestar has adopted a Code of Conduct for Business Partners (“the Polestar Code of Conduct for Business Partners”). The Parties agree that these two documents are expressions of the same or similar principles of good conduct. The Three Party agree to make commercially reasonable efforts to ensure that their respective Business Partners (as defined in the applicable Code of Conduct for Business Partners), to the extent relevant for the performance under this Agreement, are committed to follow the applicable Code of Conduct for Business Partners, or similar principles. 14.1.5 If Polestar reasonably suspects that Volvo Cars does not adhere to (i) Volvo Cars Code of Conduct, and (ii) internationally recognized principles concerning business and human rights as described in Section 14.1.2 (i) and (ii) when performing its obligations under this Agreement, then Polestar shall have the right, either directly or through an independent third- party auditor appointed by Polestar, to conduct an on-site inspection. Any such inspection is subject to prior reasonable notice in writing from Polestar to Volvo Cars. All information obtained during such an inspection shall be considered Confidential Information and be subject to the confidentiality undertaking in Section 9, unless the Parties agree otherwise.
Agreement no.: PS22-048 13(19) Polestar shall ensure that any independent third-party auditor undertakes the same confidentiality undertakings and obligations as those applicable to Polestar in this Agreement. 14.2 Export control, sanctions and customs rules 14.2.1 Volvo Cars shall obtain and maintain any export license(s) required to sell Contract Products to Polestar. 14.2.2 Volvo Cars shall, upon request, provide Polestar with all information and documentation necessary or useful for Polestar to comply with laws relating to export or re-export of the Contract Products to Europe and any other country agreed between the Parties. 14.2.3 Polestar and Volvo Cars hereby represent and warrant respectively that, neither it nor any of its Affiliates, officers, directors or employees (to the best of its knowledge): a) Is, has been or will be a Restricted Party, and b) shall not, when performing its obligations under this Agreement (a) conduct any business activity, directly or indirectly, with any Restricted Party, including by supplying to Polestar items sourced from a Restricted Party, (b) conduct any business activity involving any Sanctioned Territory, (c) conduct any business activity that is prohibited or restricted under trade sanctions or export control laws applicable to the Parties when performing under this Agreement, or (d) engage in any transaction that evades or attempts to violate restrictions under any trade sanctions or export control laws referenced in (a)-(c) above. 14.2.4 Polestar represents and warrants that the Polestar will not sell, provide, or transfer the Contract Products to any person located in a Sanctioned Territory, Russia, Belarus or to any Restricted Party. 14.3 Anti-Corruption 14.3.1 The Parties represents and warrants that it and its directors and officers: i. will, when performing under this Agreement, conduct their operations and transactions in compliance with all applicable laws, regulations and rules relating to anti-money laundering, anti-bribery and anti-corruption, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and all other applicable laws prohibiting bribing government officials and private persons (the “Anti-Corruption Laws”), and ii. are not and have not been within a five-year period prior to the date of this Agreement condemned or sentenced by any judicial or administrative authority for any corrupt or illegal practice under the Anti-Corruption Laws. 14.4 Each Party represents and warrants that it has implemented policies and procedures aiming at preventing corruption and bribery, including effective sanctions against any activity of its directors, officers and employees that might be considered a corrupt or illegal practice under the Anti-Corruption Laws. 14.5 Cybersecurity 14.5.1 In addition to its compliance with applicable laws and regulations in accordance with Section 14.1.1., and in particular with respect to cyber security, Volvo Cars will follow such standards, Agreement no.: PS22-048 14(19) regulations and requirements, which in Volvo Cars’s sole discretion, are deemed relevant and applicable for the manufacturing of the Contract Products. 15. MISCELLANEOUS 15.1 Notices 15.1.1 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement shall be sent to the following addresses: To Volvo Cars: Volvo Car Corporation Attention: [***] SE405 31 Gothenburg, Sweden Email: [***] With a copy not constituting notice to: Volvo Car Corporation Attention: General Counsel SE405 31 Gothenburg, Sweden Email: [***] To Polestar: Polestar Performance AB Polestar Business Office Attention: [***] Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] With a copy not constituting notice to: Polestar Performance AB Legal Department Assar Gabrielssons Väg 9 SE-405 31 Gothenburg, SWEDEN Email: [***] 15.1.2 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered email transmission and shall be effective upon receipt, which shall be deemed to have occurred two hours after the time such email is sent provided no notice of email transmission failure is returned to the sender. However if such receipt occurred on a non-business day in Sweden, then notice shall be deemed to have been received on the next following business day. All such notices, demands, Agreement no.: PS22-048 15(19) requests and other communications shall be addressed to the address, and with the attention, as set forth in this Notice Section, or to such other address, number or email address as a Party may designate. 15.2 Force Majeure 15.2.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party's), failure of energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of suppliers or subcontractors if such default or delay has been caused by one of the foregoing events. 15.2.2 A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under the Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 15.2.3 In the event of a Force Majeure Event, the Parties shall enter into bona fide discussions with a view to alleviating its effects, and/or to agree upon such alternative arrangements as may be fair and reasonable. 15.3 Assignment Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 15.4 Change of Control Any Change of Control (as defined below) will be considered a material breach under Section 7 of this Agreement unless the other Party’s prior written consent has been obtained. “Change of Control” means (a) in the case of Polestar, Polestar ceasing to be wholly owned directly or indirectly through subsidiaries by Polestar Automotive Holding UK PLC or in the case of Volvo Cars, Volvo Cars ceasing to be controlled by Volvo Car AB (publ). 15.5 Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the other party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. Agreement no.: PS22-048 16(19) 15.6 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 15.7 Amendment Any amendment or addition to this Agreement must be made in writing and signed by the Parties in order to be valid. 15.8 Survival 16. IF THIS AGREEMENT IS TERMINATED OR EXPIRES PURSUANT TO SECTION 7 (TERM) ABOVE, SECTIONS 6 (LIABILITY), 9 (CONFIDENTIAL INFORMATION), 10 (TRADEMARK),15.5 (WAIVER), 15.6 (SEVERABILITY),16 (GOVERNING LAW AND DISPUTE RESOLUTION) AS WELL AS THIS SECTION15.8 SHALL SURVIVE ANY TERMINATION OR EXPIRATION AND REMAIN IN FORCE AS BETWEEN THE PARTIES AFTER SUCH TERMINATION OR EXPIRATION.GOVERNING LAW 16.1 This Agreement and all non-contractual rights and obligations in connection with this Agreement shall be governed by the substantive laws of the Sweden and without giving regard to its conflict of law principles. 17. DISPUTE RESOLUTION 17.1 Escalation Principles 17.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten (10) days of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 17.1.2 The members of the Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect. 17.1.3 If the Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved
Agreement no.: PS22-048 17(19) in accordance with Section17.2 below. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the Strategic Board immediately and Section 17.1.2 above shall not apply. 17.1.4 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 9 above. 17.1.5 Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 17.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 17.2 Arbitration 17.2.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall, be submitted to the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”) for arbitration, which shall be held in Gothenburg, Sweden and conducted in accordance with the SCC’s arbitration rules in effect at the time of applying for arbitration, whereas the language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be composed of three arbitrators. 17.2.2 Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 17.2.3 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 17.2.4 All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. 17.2.5 Any dispute, controversy or claim under this Agreement and any or all of the Ancillary Agreement may be consolidated in one and the same arbitral proceeding before one and the same arbitral tribunal if possible in accordance with the applicable Ancillary Agreements. A party to any of the Ancillary Agreements may be joined to any arbitration under this Agreement at the request of a Party. For the foregoing purposes the SCC Rules shall apply, save that consolidation or joinder shall be ordered unless SCC exceptionally determines that consolidation or joinder would be highly inappropriate under the circumstances. [Signature page follows] Agreement no.: PS22-048 1(19) This Agreement may be signed electronically and in counterparts, which together will constitute one instrument. The Parties agree that a scanned or electronic copy of this Agreement signed by both Parties’ authorized signatories will constitute a binding agreement. [Place:]Gothenburg [Place:] Gothenburg [Date:] Jan 8, 2024 [Date:]Jan 11, 2024 VOLVO CAR CORPORATION POLESTAR PERFORMANCE AB By: /s/ Maria Hemberg By: /s/ Jonas Engström Printed Name: Maria Hemberg Printed Name: Jonas Engström Title: General Counsel Title: Head of Operations By: /s/ Johan Ekdahl By: /s/ Thomas Ingenlath Printed Name: Johan Ekdahl Printed Name: Thomas Ingenlath Title: CFO Title: CEO Polestar Agreement no.: PS22-048 2(19) Appendix 1 [***]
Agreement no.: PS22-049 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. [***]MANUFACTURING AGREEMENT Zhongjia Automobile Manufacturing (Chengdu) Co. LTD, Zhejiang Haoqing Automobile Manufacturing Co., LTD. Chengdu Branch And Polestar Automotive China Distribution Co. Ltd. Manufacturing of [***]in the Volvo Cars Chengdu Plant for sale by Polestar within mainland China Agreement no.: PS22-049 2 TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 4 2. SCOPE AND ORDER OF PRIORITY .................................................................................... 8 3. THE CONTRACT PRODUCTS.............................................................................................. 8 4. SALE AND PURCHASE ........................................................................................................ 9 5. VOLUME FORECASTS AND ORDER PROCESS .............................................................. 9 6. PRICE AND PAYMENT ........................................................................................................ 9 7. MANUFACTURING ............................................................................................................. 10 8. DELIVERY, TITLE AND RISK ........................................................................................... 13 9. MANUFACTURING QUALITY, INSPECTION AND RIGHT TO REJECT PRODUCTS15 10. PERMITS ............................................................................................................................... 17 11. WARRANTY, PRODUCT LIABILITY, RECALL AND OTHER CLAIMS ...................... 17 12. AUDIT RIGHTS .................................................................................................................... 18 13. TRADEMARKS .................................................................................................................... 19 14. LIMITATION OF LIABILITY ............................................................................................. 19 15. INDEMNIFICATION ............................................................................................................ 20 16. GOVERNANCE AND CHANGES ....................................................................................... 21 17. CONFIDENTIALITY ............................................................................................................ 21 18. TERM AND TERMINATION .............................................................................................. 23 19. RESPONSIBLE BUSINESS ................................................................................................. 24 20. MISCALLENOUS ................................................................................................................. 27 21. GOVERNING LAW .............................................................................................................. 29 22. DISPUTE RESOLUTION ..................................................................................................... 29 LIST OF EXHIBITS Exhibit 1 – Volume planning procedures Exhibit 2 – Car pricing principles and procedures Exhibit 3 – Technical Specification Exhibit 4A - Sustainability requirements Exhibit 4B - Manufacturing Sustainability requirements Agreement no.: PS22-049 3 This MANUFACTURING AGREEMENT (this “Agreement”) is entered into on the date indicated below and made between: (1) Zhongjia Automobile Manufacturing (Chengdu) Co. LTD., Reg. No. 91510112562005858U a limited liability company incorporated under the laws of People's Republic of China (the “Supplier” or “VCCD”); (2) Zhejiang Haoqing Automobile Manufacturing Co., LTD. Chengdu Branch, Reg. No. 91510112592068825R a limited liability company incorporated under the laws of People’s Republic of China (“Haoqing”); and (3) Polestar Automotive China Distribution Co. Ltd., Reg. No. 91510112MA6D05KT88, a limited liability company incorporated under the laws of People's Republic of China (the "Buyer" or "Polestar"). Supplier and Buyer are referred to individually as a “Party”, Supplier, Haoqing and Buyer are referred to individually as a “Three Party” Supplier and Buyer jointly as the “Parties” and Supplier, Haoqing and Buyer jointly as the “Three Parties”. BACKGROUND A. Volvo Car Corporation (“Volvo Cars”) owns and operates, through its subsidiary Zhongjia Automobile Manufacturing (Chengdu) Co. LTD. (“VCCD”) a plant for manufacturing of cars in Chengdu in the People's Republic of China (the “Plant”). Land, building and facilities, as well as certain equipment and tooling, of the Plant are owned or possessed by VCCD. B. [***] C. Polestar is engaged in the development, manufacturing and sale of Polestar branded high- end electric performance cars. D. The Supplier has the financial and industrial capacity required to manufacture vehicles in the quality and quantity that has been agreed between the Parties and the Supplier has agreed to supply to Polestar in accordance with the terms set out in this agreement. E. The Volvo and Polestar Engineering & Operations Steering Committee has been established for inter alia governance of the contract manufacturing services provided by the Plant. The Buyer now wishes that the Supplier shall manufacture and sell completed [***] vehicles (the “Contract Product”) to the Buyer. F. The terms and conditions that shall apply to the manufacturing and assembly of cars in the Plant are set forth in this Agreement. G. As a general principle, the Three Parties agree that transactions amongst all relevant entities involved shall be conducted on arm’s length terms. H. In light of the foregoing, the Three Parties have agreed to execute this Agreement. Agreement no.: PS22-049 4 1. DEFINITIONS The following terms shall have the meanings ascribed to them below. All defined terms in singular in the list of definitions shall have the same meaning in plural and vice versa. “VCCD” shall have the meaning set out in Background A above. "Affiliates" means (i) for Supplier, any other legal entity that directly or indirectly is controlled by Volvo Cars and (ii) for Buyer, any other legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC, "control" means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. The Parties, however, agree to renegotiate this definition of "Affiliates" in good faith if it in the future does not reflect the Parties' intention at the time of signing this Agreement due to a restructuring or reorganization in relation to either of the Parties. “Agreement” means this [***] Manufacturing Agreement and its Exhibits. “Actual Volume” means the total amount of vehicles produced in the Plant and achieved Factory complete status annually for each brand respectively e.g. references could be made to Polestar Actual Volumes. “Buyer” shall have the meaning set out under (3) above. “Common Equipment” means equipment owned by the Supplier that is stored at the premises of the Plant and used for production of any type of vehicle. “Common Type Bound Tooling and Equipment” means tooling and equipment owned by the Supplier that is stored at the premises of the Plant and used for production of [***] vehicles for both Volvo Cars and its Affiliates and the Buyer and its Affiliates. “Common Vendor Tooling” means tooling owned by the Supplier that is used and stored at the premises of a Third Party but used for the production of [***] vehicles (and/or components therein) for Volvo Cars and its Affiliates and Buyer and its Affiliates. "Components" means all the components (including software) and parts included in the Contract Product according to the Technical Specification. “Confidential Information” means any and all information regarding the Three Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to, the Technical Information and other information relating to Contract Products, intellectual property rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Three Party learns from or about another Three Party prior to, during or after the execution of the [***]Manufacturing Agreement. "Contract Products" shall have the meaning set out under Background E. above.
Agreement no.: PS22-049 5 “CoP” means Conformity of Production. CoP is a means of evidencing the ability to produce a series of products that exactly match the specification, performance and marking requirements outlined in the type approval documentation. “Disclosing Party” means the Three Party disclosing Confidential Information to the Receiving Party. “End of Production” or “EOP” means the end of production of the Contract Product i.e. 7 years after Job1, unless otherwise agreed between the Parties. “Exit” [***] "Factory Complete" means when a Contract Product fulfils and complies with all the Supplier’s inspections and quality assurance processes, being in a deliverable condition and checked according to Supplier’s standard procedures to be in compliance with the Buyer's demands and requirements in accordance with this Agreement, including the Technical Specification. “Geely Entity” means Chengdu Jisu New Energy Vehicle Co., Ltd. “Haoqing” shall have the meaning set out under (2) above. “HPV” means Hours Per Vehicle which is the estimated time that is required to manufacture a vehicle of a certain car model. “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight which would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Agreement. “Job1” means in relation to this Agreement and the Contract Product, the date on which the production of the Contract Product starts. "Know-How" means the technical information, knowledge and experience related to the Technical Specification or conveyed through the technical assistance rendered under this Agreement incorporating, if any, industrial and/or intellectual property rights. “KPI” means Key Performance Indicator. KPI is a quantifiable measure used to track progress toward a specific objective. “LTIV” means the long-term investment volumes as elaborated on in Exhibit 1. “Lifetime [***] Volumes” means the total amount of [***] volume planned between the Parties to be manufactured in the plant at the effective date of this agreement. “Mainland China” means the People’s Republic of China (excluding Hong Kong, Macau and Taiwan). “Permits” shall mean as set out in Section 10.1. “Personal Data” means all information that a Three Party obtains from another Three Party as a result of the Agreement (i) relating to an identified or identifiable natural person, including the other Three Party’s employees and customers, that directly or indirectly can Agreement no.: PS22-049 6 identify that person, or (ii) deemed personal data according to applicable national, federal, state, and international laws and regulations now or hereafter in effect. “Plant” shall have the meaning set out in Background A above. “Polestar” shall have the meaning set out in (3) above. “Polestar Companies” shall mean Polestar and Polestar Performance AB (Reg. No. 556653-3096), in relation to and as relevant for any manufacturing of [***]vehicles. “Receiving Party” means the Three Party receiving Confidential Information from the Disclosing Party. “Reserved Volumes” shall have the meaning set out in Exhibit 1. “Requested Volumes” shall have the meaning set out in Exhibit 1. “Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of, a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Territory; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom the Three Parties, respectively under applicable law, would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). "Sanctioned Party" means, at any time, an individual or entity that is: (a) any person specifically listed in any Sanctions List; or (b) any person controlled or owned by any such person referred to in (a) above. “Sanctioned Territory” means a country, region or territory that is the subject of comprehensive country-wide, region-wide or territory-wide Sanctions, or whose government is the target of comprehensive Sanctions. “Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes, export controls or other restrictive measures enacted, administered, implemented and/or enforced from time to time by the United Nations Security Council, the United States of America, the United Kingdom, the Europe and Union and/or member state of the European Union, the Kingdom of Norway, the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT), and other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Parties or performance of this Agreement. “Sanctions Authority” means: (a) the United Nations Security Council; (b) the United States of America; (c) the United Kingdom; (d) the European Union and/or a member state of the European Union; (e) the Kingdom of Norway; Agreement no.: PS22-049 7 (f) the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT); and (g) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Buyer or its Affiliates or performance of this Agreement. “Sanctions List” means the following lists of designated sanctions targets maintained by a Sanctions Authority from time to time: (a) in the case of the United Nations Security Council, the United Nations Security Council Consolidated List; (b) in the case of OFAC: the Specially Designated Nationals and Blocked Persons List; (c) in the case of HMT: the Consolidated List of Financial Sanctions Targets; (d) in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and (e) or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, where such list or public announcement purports to block the property or interests in property of, or prohibit the provision of funds or economic resources to, the designated persons. “[***] vehicle” means both Volvo and Polestar vehicles built on the [***] modular product architecture. “Steering Committee” means the first level of governance forum for handling the co- operation between the Parties in various matters, under this Agreement which regarding cooperation between the Parties is the Volvo and Polestar Engineering & Operations Steering Committee. “Strategic Board” means the highest level of governance forum established by the Parties for handling the cooperation between the Parties in respect of various matters which regarding cooperation between the Parties under this Agreement is the Volvo Cars Polestar Executive Alignment Meeting. “Supplier” shall have the meaning set out in (1) above. "Technical Information" means all Technical Specification and Know-How and all other written or printed technical information or software stored in any media or materials or prototypes communicated to the Supplier by the Buyer and all reproductions, excerpts and summaries thereof, and all modifications and/or improvements to the Technical Specification and Know-How made by or for the Supplier. “Technical Specification” means necessary product drawings, material lists, assembly instructions and quality requirements on paper or in electronic form provided by the Buyer for the assembly of the Contract Product in accordance with the terms and conditions of this Agreement and that shall be attached to this Agreement as Exhibit 3. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement. "Three Party Steering Committee” means the first level of governance forum for handling the co-operation between the Three Parties in various matters, under this Agreement no.: PS22-049 8 Manufacturing Agreement which regarding cooperation between the Three Parties is the so called Three Party Steering Committee. “Three Party Strategic Board” means the highest level governance forum established by the Three Parties for handling the cooperation between the Three Parties in respect of various matters which regarding cooperation between the Three Parties under this Manufacturing Agreement is the so called Three Party Strategic Board. “Unique Type Bound Tooling and Equipment” means tooling and equipment owned by the Buyer, or Geely Entity, that is stored at the premises of the Plant and that are specific to Buyer´s Contract Products and that are unique to the Buyer and its Affiliates. “Unique Vendor Tooling” means tooling owned by the Buyer, or Geely Entity, that is used and stored at the premises of a Third Party but used for the production of Contract Products (and/or components therein) for the Buyer and its Affiliates. “VCPA” means Volvo Consumer Product Audit. VCPA is the Volvo method to assess and evaluate the quality of the products. “Volvo Cars” shall have the meaning set out in Background A. above. 2. SCOPE AND ORDER OF PRIORITY 2.1 This Agreement sets out the specific terms that shall apply to the manufacturing, assembly and sales to Haoqing and the Buyer respectively of the Contract Product. 2.2 In the event there are any contradictions or inconsistencies between the terms of this Agreement and the exhibits hereto, the Three Parties agree that they shall prevail over each other in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: (a) this Agreement (b) Exhibit 3 – Technical Specifications (c) Exhibit 4A –Sustainability requirements (d) Exhibit 4B – Manufacturing Sustainability requirements (e) Exhibit 2 – Car pricing principles and procedures (f) Exhibit 1 – Volume planning procedures 3. THE CONTRACT PRODUCTS 3.1 The Contract Products shall be manufactured in accordance with the Technical Specifications.
Agreement no.: PS22-049 9 3.2 The Buyer shall provide the Supplier with such Technical Information as set out in this Agreement. The Technical Specifications for the Contract Product are attached hereto as Exhibit 3. 3.3 Any changes to the Technical Specifications that affect the Contract Product shall be notified by the Buyer to the Supplier according to the change management procedures for the Contract Products set out in Section 16.2. 4. SALE AND PURCHASE 4.1 [***] Three Parties agree that the Contract Products shall be sold in sequence from the Supplier to Haoqing (“Step 1”) and then from Haoqing to the Buyer (“Step 2”). 4.2 The Parties acknowledge that other car model manufacturing agreements may be entered into for the production of vehicles in the Plant other than the Contract Products. The Buyer shall not only cooperate with the Supplier but shall also cooperate with, Volvo Cars as well as buyers under such other car model manufacturing agreements in order to facilitate the operation of the Plant and the overall production of vehicles in the Plant as well as of the Contract Products. 5. VOLUME FORECASTS AND ORDER PROCESS 5.1 The procedures for planning the manufacturing and assembly of the Contract Products in the Plant, including forecasted volumes and orders for Contract Products, are attached hereto as Exhibit 1. 5.2 The Buyer will order and the Supplier will supply the Contract Products in accordance with the order process set out in Exhibit 1. 6. PRICE AND PAYMENT 6.1 Price 6.1.1 The Contract Products shall be priced based on the full cost of production for such Contract Products plus a mark-up, 2024 being [***]. The mark-up will be reviewed annually and adjusted [***] of the latest available benchmark procured by the Supplier in accordance with the “arm’s length principle” between the Parties. [***]. The pricing is based on the total estimated fixed and variable costs for producing vehicles in the Plant, which are apportioned out on all vehicles produced in the Plant. The principles and procedures for calculating the full cost of production and for setting the price of the Contract Products, on an ‘arm’s length’ basis, are attached hereto as Exhibit 2. The Parties acknowledge and agree that the Supplier shall actively coordinate and support the Buyer’s dialogues with the Chinese local tax authority regarding the pricing of the Contract Products. 6.1.2 In addition to Contract Products, also service/spare parts manufactured in the Plant being parts in a Contract Product shall be possible to order under this Agreement. In such case the principles relating to Contract Products in this Agreement shall also apply to such service/spare parts as far as reasonably possible, unless the context or circumstances clearly suggests otherwise. Agreement no.: PS22-049 10 6.2 Payment and Invoice 6.2.1 Invoice for a Contract Product shall be issued (i) for Step 1 by the Supplier to Haoqing and (ii) for Step 2 by Haoqing to Buyer when the Contract Product has been delivered in accordance with Section 8.1.1 (invoice trigger loaded on carrier). Invoices may be generated electronically. However, the Buyer may request hard-copy summary invoices that summarises total batches of individual invoices over a specified period, in order to satisfy VAT and customs reporting requirements. 6.2.2 [***]. 6.2.3 Invoices from (i) for Step 1 the Supplier to Haoqing and (ii) for Step 2 Haoqing to the Buyer shall be paid at the latest [***] days after an invoice has been issued. Payment shall be made in RMB or such other currency that the Supplier, Haoqing and the Buyer may agree, in a timely manner and in accordance with the payment terms set forth in this Section 6.2. 6.2.4 All amounts and payments referred to in this Agreement are exclusive of VAT only. VAT is chargeable on all invoiced amounts only when required by local law and for invoices (i) for Step 1 from the Supplier shall be borne by Haoqing and (i) for Step 2 for invoices from Haoqing shall be borne by the Buyer. Haoqing and Buyer may appoint an Affiliate or Third Party to handle the requisite VAT registration and recovery. 6.2.5 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on [***]. 6.2.6 Any bank charges in connection with payment by the Buyer to Haoqing shall be paid or reimbursed by the Buyer. Any bank charges in connection with payment by Haoqing to Supplier shall be paid or reimbursed by Haoqing. 6.2.7 [***]. 7. MANUFACTURING 7.1 Assembly 7.1.1 The Supplier shall assemble the Contract Products in the Plant. The Supplier shall during the Term maintain capacity to manufacture, assemble and supply (through Haoqing) to the Buyer Contract Products in quantities ordered by the Buyer up to the volumes agreed between the Parties, and such capacity will in relation to the Buyer never exceed such volumes dedicated to the Buyer as decided by the Steering Committee. The Parties thus acknowledge that the capacity in the Plant is limited and shared between the Buyer and the Supplier who also has vehicles produced in the Plant. 7.1.2 The Buyer shall provide the Supplier with the Technical Specification and relevant Know- How for the manufacturing of the Contract Product. The Buyer may also, subject to separate agreement between the Parties, provide technical assistance to a reasonable level at the cost of the Supplier. 7.1.3 The Supplier undertakes to assemble the Contract Product in strict conformity with the Technical Specification, Know-How and/or as otherwise instructed by the Buyer from time to time and shall never implement any product changes, modification or substitutions of Component(s) unless authorized thereto in writing by the Buyer in each case, subject to the Agreement no.: PS22-049 11 change management procedures set forth in Section 16.2. When producing and assembling the Contract Product the work shall be carried out to the same standard of care that is done for Suppliers own products in the Plant. Such standard of care and professionalism shall at all times correspond to Industry standard. 7.1.4 The Supplier shall provide to the Buyer necessary and agreed built data of the Contract Product by the time of Factory Complete in order for the Buyer to maintain and follow-up the Contract Product in the aftermarket, reflecting both the hardware as well as the software configuration. The built data should contain all data needed to meet legal requirements as well as any other data agreed between the Supplier and the Buyer. 7.1.5 The Supplier will strive to meet Buyer’s sustainability standards where applicable and will keep the Buyer informed, as set forth in Exhibit 4A and 4B. 7.2 Equipment and tooling 7.2.1 The Supplier undertakes to maintain in its ownership and possession all tooling and equipment for vehicles to be produced in the Plant (e.g. Common Equipment, Common Type Bound Tooling and Equipment, Common Vendor Tooling), except for Unique Type Bound Tooling and Equipment and Unique Vendor Tooling which the Buyer, or Geely Entity, shall remain the owner of. The Buyer, or Geely Entity, will remain the owner of the Unique Type Bound Tooling and Equipment even if such is located in the Plant. Normal tooling maintenance will be commenced by the Supplier and related costs charged as part of the price for the Contract Products, whereas update and replacement of the Unique Type Bound Tooling and Equipment will be controlled and paid separately by the Buyer or Geely Entity. 7.2.2 The Supplier undertakes to acquire or have acquired, all such necessary tooling, equipment and systems, including but not limited to jigs, fixtures, tools and welding equipment, necessary for the assembly of the Contract Product, except for the Unique Type Bound Tooling and Equipment and Unique Vendor Tooling mentioned in 7.2.1. 7.2.3 Any tooling and equipment acquired in accordance with Section 7.2.1–7.2.2 shall meet the Supplier’s quality requirements, as aligned with Industry Standard. 7.2.4 Contract Product specific tooling and equipment acquired in accordance herewith shall be used solely for the purpose of the assembly of the Contract Product and its Components. 7.2.5 All plant tooling and equipment used by Supplier for the production of the Contract Products shall be maintained in proper working condition by the Supplier in accordance with applicable maintenance instructions for said tooling and equipment or by using industry practice if there are no specific instructions. 7.2.6 Purchase, maintenance and repair of Unique Vendor Tooling, which is used only in relation to the Buyer’s Contract Products, is not covered by this Agreement. The Buyer is responsible for providing and maintaining such Unique Vendor Tooling. The Parties may enter into separate tooling agreements in order to regulate any details around tooling, which is not regulated herein. 7.2.7 The Supplier should assist the Buyer in phase out projects related to the Unique Type Bound Tooling and Equipment if necessary. Cost of carving out Unique Type Bound Tooling and Equipment is upon the Buyer. Buyer and Supplier must agree on process and timing for handling Unique Type Bound Tooling and Equipment no later than 12 months Agreement no.: PS22-049 12 before EOP. Agreed timing and process must not interfere with the manufacturing of any other product at the Plant. 7.2.8 If any tooling mentioned in Section 7.2.1 above is wrongly owned by the Supplier that should be owned by the Buyer, or Geely Entity, or vice versa, such ownership shall be transferred to the other Party using a tooling sale and transfer agreement. 7.2.9 For Unique Type Bound Tooling and Equipment and Unique Vendor Tooling the Buyer or or Geely Entity, shall grant the Supplier the right to use such assets for the manufacturing of the Contract Product under a User Right Agreement to be entered into between the Supplier and Buyer or or Geely Entity. 7.2.10 The Buyer shall pay Supplier for its share of Common Equipment, Common Type Bound Tooling and Equipment and Common Vendor Tooling and compensate Supplier for its cost incurred under the User Right Agreement related to Unique Type Bound Tooling and Equipment and Unique Vendor Tooling according to the car pricing principles set forth in Exhibit 2. 7.3 Components 7.3.1 The Buyer and Buyer´s Affiliates have entered into a service agreement for procurement services) dated June 30, 2019 with Volvo Cars (PS19-032 and Volvo Cars Investment Co. Ltd, (PS19-031), under which Volvo Cars and its Affiliates provide Manufacturing Engineer, Logistics and Procurement Services. The Buyer utilises these services in order to fulfil its obligations and responsibilities under this Section 7.3. 7.3.2 The Buyer is responsible for ensuring that the Supplier is able to order Components for the production of Contract Products by calling-off such Components from Component suppliers procured by the Buyer. 7.3.3 Components will be called-off from Component suppliers directly by the Supplier. The Buyer shall ensure that the Supplier is provided with information required to be able to call-off Components from such suppliers. 7.3.4 The Supplier is responsible for managing inbound logistics including but not limited to transportation from Component suppliers to plant, custom clearance and to pay related logistic cost including customs duties. 7.3.5 The Supplier shall pay all Component suppliers’ invoices directly to the Component suppliers. The costs for such Components shall be included in the prices for the Contract Products. 7.4 License grant 7.4.1 The Buyer hereby grants to the Supplier and Haoqing a limited, non-exclusive, license to the Buyer’s intellectual property rights which are necessary for the production of the Contract Products and solely for the purpose of producing the Contract Products under and during the term of this Agreement. The license granted hereunder does not give the Supplier or Haoqing any right whatsoever to use the Buyer’s intellectual property rights for any purpose other than as stated in this Section 7.4 and for the production of the Contract Products. 7.4.2 Ownership of existing Intellectual Property Rights.
Agreement no.: PS22-049 13 7.4.2.1 All Intellectual Property Rights that were either developed or otherwise acquired by a Party before entering into this Agreement, or are developed or otherwise acquired by a Party outside of, but during the term of, this Agreement, will continue to be owned by such Party. 7.4.3 Ownership of Results. 7.4.3.1 In the event any Results are created under this Agreement, and the ownership of such Result is not regulated by the License, License Assignment or Service Agreements (PS19- 022), License Agreement (PS19-030), Service Agreement (PS19-031) and Service Agreement (PS19-032), then Volvo Cars shall be the exclusive owner of such Results. Volvo Cars hereby grants to the Buyer a limited, non-exclusive, fully paid-up license to such Results but only in so far as necessary for the performance under, and only for the term of, this Agreement. 7.5 Insurance 7.5.1 The Supplier is responsible to ensure that the equipment owned by the Supplier and used in the Plant is properly insured. The Supplier is also responsible to ensure that the Unique Type Bound Tooling and Equipment owned by the Buyer, or Geely Entity, and stored at the premises of the Plant is properly insured. 7.5.2 The Supplier shall hold necessary insurance protection. 8. DELIVERY, TITLE AND RISK 8.1 Delivery of Contract Product 8.1.1 For Factory Complete Contract Products the delivery take place Ex Works Incoterms 2020 VCCD Outbound Yard at the time of handover inspection between Supplier and the transporter assigned by the Buyer. 8.1.2 The Supplier shall notify the Buyer when a Contract Product is Factory Complete by registering the Contract Product as Factory Complete in the system used by the Parties for such communication. 8.1.3 The Supplier shall deliver to the Buyer the Factory Complete Contract Products within the timeframe decided during the volume planning procedures as set forth in Exhibit 1. 8.1.4 Title and risk of loss or damage of Contract Product with respect to each Contract Product passes (i) for Step 1 to Haoqing at the time of invoicing from the Supplier to Haoqing and (ii) for Step 2 to the Buyer at the time of invoicing, both in accordance with Section 6.2.1, without prejudice for the Buyer’s right to reject Contract Products under Section 9. [***]. 8.1.5 If the Supplier is in delay of delivery of Contract Products, it shall without delay perform a root cause analysis [***]. 8.2 Distribution and outbound logistic 8.2.1 The Contract Products will be distributed by the Buyer through the distribution network managed by the Buyer. Agreement no.: PS22-049 14 8.2.2 The Supplier nor Haoqing is responsible for any matters in relation to the distribution of the Contract Product, except for: (a) manufacturing and selling the Contract Product directly to the Buyer at the price established under this Agreement; (b) reporting any quality-related defect of the Contract Product to the Buyer for recall or other measures required by applicable law where the Contract Product is sold; and (c) supporting the Buyer or any company listed by the Buyer as a company that needs this support, regarding warranty claims and after-sales services. For sales within Mainland China, after Ex Works (Incoterms 2020), once handover inspection between Supplier and the transporter, assigned by the Buyer, of the Contract Product has been completed, outbound logistic of the Contract Product is the responsibility of the Buyer. The Supplier’s obligations end when delivery has taken place, as explained above in Section 8.1. 8.3 Customs 8.3.1 The Supplier is responsible to obtain and maintain any customs licenses in the People’s Republic of China necessary to facilitate the performance of this Agreement, including but not limited to export license and license for bonded manufacturing. Currently, bonded manufacturing is beneficial to both Parties. However, the Supplier’s bonded manufacturing operations may cease due to regulatory changes or should it no longer be commercially feasible (e.g., due to localization of parts, etc.). The Supplier will consult the Buyer should there be any changes to the bonded manufacturing operations status of the Plant. 8.3.2 For the avoidance of any doubt, the Supplier is the only party which may appoint a customs agent to support the facilitation of customs processes in the People’s Republic of China for the Contract Product supplied under this Agreement. The Supplier shall carry out necessary due diligence regarding compliance risks, including corruption risk before appointing such customs agent. 8.3.3 To the extent that a Contract Product supplied under this Agreement qualifies as originating goods under the rules of origin provisions in a preferential trade agreement to which the People’s Republic of China is party to during the term of the Agreement, the Supplier shall be responsible to facilitate the provision of a preferential certificate of origin to the Buyer in alignment with the legal provisions provided for under the relevant agreement. For the avoidance of any doubt, this provision does not provide an obligation on the Supplier to provide preferential qualifying the Contract Product to the Buyer nor does it provide any obligation for the Supplier to compensate the Buyer for any consequential import duty impact in the destination market the Contract Product is destined for. 8.4 Export Controls 8.4.1 Each Three Party shall comply with all applicable export control and trade sanction laws and regulations when performing their obligations under this Agreement. Agreement no.: PS22-049 15 8.4.2 The Supplier shall obtain and maintain any export license(s) required for the delivery of the Products to the Buyer and use hereof. 9. MANUFACTURING QUALITY, INSPECTION AND RIGHT TO REJECT PRODUCTS 9.1 Volvo Cars Manufacturing Quality General Way of Working: 9.1.1 The Parties shall comply with Volvo Cars Manufacturing's general way of working, including but not limited to the overall description of the Volvo Cars plant quality operating system (Plant-QOS). 9.1.2 The purpose of Plant-QOS is to have a systematic approach in how the Supplier manage quality, in daily manufacturing operations. This helps the Supplier to work standardized, systematic and disciplined and is also a base for strengthening problem solving and continuous improvement. 9.1.3 The Plant- QOS is based on the manufacturing quality strategy and is mainly relying on the principle that the best product is built in the intended process with the best process conditions known. 9.1.4 Principles to secure quality in plant operations: - Built in quality is a responsibility of plant production organization - Customer expectations are confirmed by plant quality organization - Any internal/external deviations found are fed back, cut off and worked towards the production organization - Based on problem solving finding(s) (root cause(s)) - learnings are spread/implemented broad in the manufacturing operation. 9.1.5 Plant-QOS is built upon four different subject areas that all contains certain elements: - Quality planning (eg of element; ideal bill of process) - Quality defect prevention (eg of elements; control plan execution/ confirmation, real time management process) - Quality defect detection (eg of elements; standard inspection point, quality feedback/feed forward) - Quality concern resolution (eg of elements; problem solving & escalation, critical concern action process, lessons learned process) 9.1.6 All supporting functions supporting the plant operation are following the same principles. 9.2 Volvo Cars Manufacturing quality data sharing: 9.2.1 The Parties shall engage in the sharing of quality-related data for Customer’s products as defined by Volvo Cars manufacturing quality & academy Department, specifying the nature of the data, timing, and Key Performance Indicator (KPI) definitions. [***] Agreement no.: PS22-049 16 9.3 Volvo Cars Manufacturing Product Audit (VCPA): 9.3.1 The Parties shall adhere to the Volvo Cars Product Audit (VCPA) process, which encompasses the description of the current process and baseline handling. 9.3.2 Product Audit is performed in running production, to review cars ready to be shipped to customers. 9.3.3 The Audit is to be carried out on a random selection of cars, approved for delivery, with no open known remarks. 9.3.4 Certified product auditors assess the product as a critical customer/trained observer against the set quality standards and specifications. 9.3.5 Each concern is to be captured (nature and location) and classified. 9.3.6 Manning at the plant audit department must be in line with the sample size demands. 9.4 Operational Governance: 9.4.1 The Parties shall establish and maintain operational governance for the purpose of follow- up and alignment. 9.4.2 For certain matters, as agreed upon by both Parties from time to time, the Parties may decide to start up a specific joint quality fora for follow up purposes of specific items. 9.4.3 Supplier’s representative in joint foras is Global Manufacturing Quality & Academy. 9.4.4 The VCPA quality metrics requirements will apply to all Contract Products. The Supplier and the Plant shall meet the standards of VCPA and the Supplier shall maintain such standards. For the sake of clarity this involve that the sample size for VCPA process should be same as for Volvo branded products. 9.4.5 The Supplier shall regularly submit quality control, test reports and records as agreed by the Parties. 9.4.6 The assembly or any other activity connected to preparation or inspection of the Contract Products under this Agreement shall take place at the Plant by fully trained and qualified personnel allocated for the Contract Product. 9.4.7 The Supplier is responsible for conducting internal and external CoP testing of complete Contract Product stipulated by legal requirements applicable to related market regulations. For the avoidance of doubt, the Supplier is not responsible for CoP testing on component level. The Supplier is responsible for facilitating, coordinate and prove conformity in CoP Audits conducted by Third Party appointed by legislating authorities. 9.4.8 The Buyer is responsible for providing the CoP testing requirements to the Plant. Polestar Performance AB and Volvo Car Corporation AB have entered into a License, License Assignment and Service Agreement for development services (agreement number PS19- 022 dated June 30, 2019) and will enter into a change management agreement, under which Volvo Car Corporation AB provides development services which includes to document all CoP testing needed to fulfil legal requirements on the related markets. The
Agreement no.: PS22-049 17 Buyer utilizes these services in order to fulfil its obligations and responsibilities under this Section 9.4.8. 9.5 Inspection 9.5.1 When the Supplier has completed its work on the Contract Product it shall pass through the test line, where the Supplier will inspect the Contract Product and decide whether it fulfils the Technical Specification and is Factory Complete. The test line shall consist of a thorough inspection and, if the Buyer so requires, road tests, and otherwise in accordance with VCPA. 9.5.2 The Buyer shall be entitled, at its own expense and upon reasonable notice, to inspect during regular business hours the assembly of the Contract Products and may carry out tests on the Contract Products that have been parked at the last point of rest, in order to ascertain that the Contract Products meet the product and process quality requirements and complies with the Technical Specification. 9.6 Right to reject, defects and repair 9.6.1 The Contract Products delivered by the Supplier to the Buyer shall be Factory Complete and free from defects i.e. in conformity with the Technical Specifications and free from defects in materials and workmanship including manufacturing and assembly. [***] 9.6.2 [***] 9.6.3 For avoidance of doubt, the Supplier shall physically correct any defects found either prior to delivery of the Contract Products or while they are parked on the yard of the Plant. The Buyer shall not be obliged to accept Contract Products if such have defects that have not been properly corrected. 9.6.4 [***]. 9.6.5 [***]. 9.6.6 Where the Buyer has rejected Contract Products under this Section 9, the Buyer shall have the right to determine the order of priority in which such Contract Products shall be repaired. 10. PERMITS 10.1 The Supplier is responsible for the operation of the Plant and shall hold all necessary permits required by all applicable laws and regulations for the Plant, including, but not limited to, to operate the Plant and to produce and sell the Contract Products under this Agreement, unless such permits and licenses are held by Haoqing directly for which Haoqing is responsible to maintain (the “Permits”). 10.2 All Permits shall be valid so that the Supplier can produce and sell the Contract Products during the term of this Agreement. 11. WARRANTY, PRODUCT LIABILITY, RECALL AND OTHER CLAIMS 11.1 Other than as provided for in Section 9 above, the Supplier is not responsible for any warranty claims or similar in relation to the Contract Products. The Supplier warrants that Agreement no.: PS22-049 18 the Contract Products are in conformity with the Technical Specifications and free from defects in materials and workmanship including manufacturing and assembly. In addition to this Section 11.1, what is set out below in this Section 11 shall apply. 11.2 If a defect is found in a Contract Product after delivery of a Contract Product, initial inspection should be carried out by the Buyer. If the Buyer finds that the defect is caused by Component quality, and thus the Buyer’s responsibility (which in turn may be the Component supplier’s responsibility under the Buyer’s agreement with such supplier), the Supplier shall together with the supplier of the Component carry out the final inspection and make joint decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is caused by Component quality, the Buyer shall bear all the damage and cost incurred from the whole event (which in turn may be the Component supplier’s responsibility under the Buyer’s agreement with such supplier, which governs the relationship between the Buyer and the Component supplier). If the Buyer under the agreement with the Component supplier has the right to claim compensation, VCCD shall actively support the Buyer with the relevant supplier recovery activities. If the Buyer finds that the defect is due to product design, the Buyer shall carry out the final inspection and make decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is due to product design, the Buyer shall bear all the damage and cost incurred from the whole event. If the Buyer finds that the defect is the Supplier’s responsibility in accordance with this Agreement, the Buyer shall together with VCCD carry out the final inspection and make joint decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is the Supplier’s responsibility, the Supplier shall bear all the damage and cost incurred from the whole event. If the Parties cannot agree on the cause of the defect, the issue shall be escalated in accordance with what is set out in Section 16.1. This Section 11.2 is at all times subject to Section 9. 11.3 [***]. 11.4 [***]. 12. AUDIT RIGHTS 12.1 During the term of the Agreement, Buyer shall have the right to, upon reasonable notice in writing to Supplier and/or Haoqing, inspect Supplier’s and/or Haoqing’s books and records related to the deliverables under this Agreement and the premises where the deliverables under this Agreement are performed, in order to conduct quality controls and otherwise verify the statements rendered under this Agreement. 12.2 Audits shall be made during regular business hours and be conducted by Buyer or by an independent auditor appointed by Buyer. Should Buyer during any inspection find that Supplier and/or Haoqing or the deliverables does/do not fulfil the requirements set forth herein, Buyer is entitled to comment on the identified deviations. Supplier and/or Haoqing shall, upon notice from Buyer, take reasonable efforts to take the actions required in order to fulfil the requirements. In the event the Three Parties cannot agree upon measures to be taken in respect of the audit, each Three Party shall be entitled to escalate such issue to the Steering Committee. 12.3 Supplier and/or Haoqing may withhold information if Supplier and/or Haoqing demonstrates that disclosing that information would be unlawful, would violate stock Agreement no.: PS22-049 19 exchange regulations, or would breach a confidentiality obligation contained in a contract between Supplier and/or Haoqing and anyone other than one of its Affiliates. 13. TRADEMARKS 13.1 General For the avoidance of doubt, this Agreement shall in no way be construed as to give any of the Parties any right whatsoever to use any registered or unregistered trademarks or brand names owned or licensed by another Three Party or its Affiliates, except in the manner and to the extent set forth in this Agreement or expressly consented to in writing by that other Three Party. 13.2 Volvo Cars brand name 13.2.1 For sake of clarity, it is especially noted that this Agreement does not include any right to use the ‘Volvo brand name or trademarks, or refer to ‘Volvo in communications or official documents of whatever kind. 13.2.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Volvo’ brand name or ‘Volvo’ trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. The Parties acknowledge that the ‘Volvo’ Trademarks as well as the ‘Volvo’ name is owned by Volvo Trademark Holding AB and that the right to use the name and the ‘Volvo’ Trademarks is subject to a license agreement, which stipulates that the name, Trademarks and all thereto related intellectual property can only be used by Volvo Cars and its Affiliates in relation to Volvo products. 13.3 Polestar brand name 13.3.1 Correspondingly, it is especially noted that this Agreement does not include any right to use the ‘Polestar’ brand name, or Trademarks, or refer to ‘Polestar’ in communications or official documents of whatever kind. 13.3.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Polestar’ brand name or ‘Polestar Trademarks’, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 13.4 Trademark on Contract Products 13.4.1 Notwithstanding the above, the Supplier is hereby granted the right to use the Buyer’s trademarks but solely to apply such trademark on the Contract Product in accordance with the Technical Specification or as otherwise instructed by the Buyer. 13.4.2 Any other use of the Buyer’s trademark, including the one on the Contract Products, is subject to the Parties entering into a trademark license agreement. 14. LIMITATION OF LIABILITY 14.1 Neither Three Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. Agreement no.: PS22-049 20 14.2 Each Three Party’s aggregate liability for any damage arising out of or in connection with this Agreement shall be limited to [***]. 14.2.1 Any compensation claims paid by a Three Party under any relevant [***] Chengdu manufacturing agreement shall reduce the aforementioned liability cap amount for that Three Party during the relevant calendar year. For the avoidance of doubt the aggregated liability for Supplier and Haoqing towards Polestar Companies shall not exceed [***] under any relevant [***] Chengdu manufacturing agreements. The aggregated liability for Polestar Companies towards Supplier and Haoqing shall not exceed [***] under any relevant [***] Chengdu manufacturing agreements. 14.2.2 Any damage paid under this Agreement from the Supplier to the Buyer shall never become part of the cost base for the Contract Products. Any damage paid under this Agreement from Haoqing to the Buyer being subject to the limitation of liability in accordance with this Section 14.3 shall never become part of the cost base for the Contract Products. 14.3 The limitations of liability set out in this Section 14 shall not apply in respect of damage; (a) caused by wilful misconduct or gross negligence, (b) caused by a Three Party’s breach of the confidentiality undertakings in Section 17 below, (c) caused by a Three Party’s exit subject to Section 18.4 below. 14.4 The limitations of liability set out in Sections 14.1-14.2 shall not apply in respect of Section 15 below, with the exception of any Third Party claims on Intellectual Property Rights infringement to which Section 14.1-14.2 shall apply. 15. INDEMNIFICATION 15.1 [***]. 15.2 Supplier shall after receipt of notice of a claim which may reasonably be indemnifiable pursuant to Section 15.1 above, promptly notify Buyer of such claim in writing and Buyer shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third Party presenting the claim and/or intervene in any suit or action. Buyer shall at all times keep Supplier informed of the status and progress of the claim and consult with Supplier on appropriate actions to take. If Buyer fails to or chooses not to take actions to defend Supplier within a reasonable time, or at any time ceases to make such efforts, Supplier shall be entitled to assume control over the defence against such claim and /or over any settlement negotiation at Buyer’s cost. Any settlement proposed by Buyer on its own account must take account of potential implications for Supplier and shall therefore be agreed in writing with Supplier before settlement. Each Three Party will at no cost furnish to the other Three Party all data, records, and assistance within that Three Party’s control that are of importance in order to properly defend against a claim. 15.3 Supplier and Buyer acknowledge that Supplier may only be indemnified once for each event.
Agreement no.: PS22-049 21 15.4 Buyer is responsible to obtain and maintain an insurance to cover its obligations under Section 15.1 of this Agreement with the exception of Third Party claims on Intellectual Property Rights infringement. 15.5 This clause shall not limit or prevent any rights or remedies available for the Buyer to claim damages from the Supplier under this Agreement. 16. GOVERNANCE AND CHANGES 16.1 Governance 16.1.1 The Three Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement as well as issues and/or disputes arising under this Agreement. 16.1.2 The governance and co-operation between the Three Parties in respect of this Agreement shall primarily be administered on an operational level. 16.1.3 In the event the Parties on an operational level cannot agree upon aspects relating to the co- operation between the Parties, each Party shall be entitled to escalate such issue to the Steering Committee. 16.1.4 If the Steering Committee fails to agree upon a solution of the disagreement the relevant issue should be escalated to the Strategic Board for decision. 16.1.5 In the event the Three Parties on an operational level cannot agree upon aspects relating to the co-operation between the Three Parties, each Three Party shall be entitled to escalate such issue to the Three Party Steering Committee. If the Three Party Committee fails to agree upon a solution of the disagreement the relevant issue should be escalated to the Three Party Strategic Board for decision. 16.2 Change management 16.2.1 For any changes or updates of the Technical Specifications, the Buyer shall notify the Supplier of its requested change and the Supplier shall provide feedback to the Buyer of potential consequences of the requested change regarding both cost and effect on delivery time. Details regarding change management should follow the change management procedure used by the Parties. 16.2.2 The Supplier undertakes to immediately incorporate any changes in the Components, in the Contract Products or in manufacturing engineering processes related thereto in accordance with strict batch sequence orders and plans as agreed by the Parties. The Supplier shall bear the costs for all the described work. All related work performed by the Supplier shall be charged back to the Buyer as part of the price for the Contract Products. 17. CONFIDENTIALITY 17.1 The Three Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Three Parties. 17.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Three Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Agreement no.: PS22-049 22 Third Party, unless the exceptions specifically set forth below in this Section 17.2 below apply or when approved by the other Three Parties in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder, as well as with the exception of such personnel of Volvo Cars and Polestar with a need to know as for the Three Parties to perform their duties hereunder and in relation to the operation of the Plant. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; or (e) is developed or created by one Three Party independently of the other, without any part thereof having been developed or created with assistance or information received from another Three Party. 17.3 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Three Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Three Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in Section 17. 17.4 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. 17.5 If any Three Party violates any of its obligations described in Section 17.2, the violating Three Party shall, upon notification from another Three Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 21.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 17.6 This confidentiality provision shall survive the expiration or termination of this Agreement without limitation in time. Agreement no.: PS22-049 23 18. TERM AND TERMINATION 18.1 Term and termination 18.1.1 This Agreement shall become effective when signed by duly authorised signatories of each Three Party, and shall, unless terminated in accordance with the principles set forth in this Agreement, remain in force for a period of seven years after start of production, Job1. Should Buyer wish to continue production after seven years the Parties shall, in good faith, negotiate a possible prolongation of this Agreement. This Agreement may be terminated in accordance with what is set out below in this Section 18.1. 18.1.2 Either Party shall be entitled to terminate this Agreement with immediate effect, in the event; (f) a Three Party commits a material breach of the terms of this Agreement, which has not been remedied within sixty (60) days from written notice from another Three Party to remedy such breach (if capable of being remedied); or (g) a Three Party breaches any of its representations or warranties under Section 19.2.3, 19.2.4 or 19.3, or any representations or warranties set forth in Section 19.2.3, 19.2.4 or 19.3 has failed to be true and correct at any time; (h) a Party’s ability to fulfil its obligations under this agreement is materially affected by the imposition of economic sanctions or export control laws and regulations; or (i) if a Three Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 18.1.3 The Buyer should be entitled to terminate this Agreement if Haoqing is in breach according to the events listed in Section 18.1.2 unless Supplier within in reasonable time, after approval by Buyer, replace Haoqing with an entity [***]as a Three Party of this Agreement. In this case Haoqing accept to be replaced a Three Party of this Agreement and should actively support. 18.1.4 [***]. 18.1.5 Upon termination in accordance with this Section 18, the Parties should agree on how to handle supply of spare parts for the period after termination. 18.2 Change of Control A Party shall be entitled to terminate this Agreement in the event that any Change of Control (as defined below) has occurred in the other Party, unless the other Party’s prior written consent has been obtained. “Change of Control” means (a) in the case of the Buyer, the Buyer ceasing to be controlled Polestar Automotive Holding UK PLC or (b) in the case of the Supplier, the Supplier ceasing to be controlled by Volvo Car AB (publ) or (c) in the case of Haoqing ceasing to be controlled by Zhejiang Geely Holding Group Co., Ltd. Agreement no.: PS22-049 24 18.3 Consequences of termination 18.3.1 Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties on the date of termination, unless expressly waived in writing by the Parties. 18.3.2 Unless otherwise agreed by the Parties, upon expiry or termination of this Agreement, the rights of the Supplier referred to in this Agreement hereof shall cease and the Supplier shall forthwith cease to assemble the Contract Product or any Components thereof. 18.3.3 The Supplier shall upon expiry or termination of this Agreement make no further use of the Technical Information and Know-How owned or associated with the Buyer and shall return to the Buyer, at the Supplier’s expense, the Technical Information in tangible form and any reproductions or copies thereof or, at the Buyer's option, present acceptable evidence that the same have been completely destroyed. 18.3.4 The Supplier shall forthwith take all action necessary to transfer all licenses or registrations issued by the relevant authorities for the Contract Product to the Buyer or, if this is not possible, to arrange for cancellation of such licenses or registrations. 18.3.5 Upon termination of this Agreement, the Buyer shall within sixty (60) days after expiry, purchase at fair market value any non-defective Contract Product and/or Components and non-cancellable orders regarding supply to the Buyer. 18.3.6 Neither Three Party is entitled to claim compensation for goodwill, indemnities for loss of profit or of clientele, or consequential loss by reason of termination of this Agreement. 18.3.7 In case of a termination in accordance with Section 18.1, however not in case Section 18.3.8 applies, Section 18.5 shall apply. 18.3.8 [***]. 18.4 [***]Exit 18.4.1 [***] 18.4.2 [***] 18.4.3 [***]. 18.5 End of Production 18.5.1 [***] 18.5.2 [***] 19. RESPONSIBLE BUSINESS 19.1 Compliance with laws, internationally recognized principles concerning business and human rights and Code of Conduct 19.1.1. Each Party shall comply with the laws, and regulations of the country/countries where it operates and all other laws and regulations of any other jurisdiction which are, at the time
Agreement no.: PS22-049 25 for signing the Agreement or later during the validity of this Agreement become, applicable to the business and the activities of the Three Party in connection with this Agreement. 19.1.2. Without limiting the generality of the foregoing, Three Party shall at all times follow: (i) all applicable laws, regulations and statutory requirements applicable to the Three Party when performing their respective obligations under this Agreement. This includes, but is not limited to those relating to the protection of people’s free enjoyment of labor laws, i.e. such national laws regulating working conditions, work place health and safety, discrimination and the right to freedom of association and collective bargaining; (ii) internationally recognized human rights contained in the International Bill of Human Rights (i.e. the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights); UN Guiding Principles on Business and Human Rights; Ten Principles of the United Nations Global Compact (UNGC) covering human rights, labor standards, the environment and anti-corruption; the eight core ILO conventions as set out in the ILO Declaration of Fundamental principles and Rights at Work; where relevant, United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP); (iii) and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. 19.1.3. Volvo Car Group has adopted a corporate Code of Conduct for its business called Our Code – How we act (the “Volvo Cars Code of Conduct”) available at group.volvocars.com/sustainability, to which Supplier and its affiliates are bound. Polestar has adopted a Code of Conduct for its business (the “Polestar Code of Conduct”) available at legal.polestar.com/ethics, to which Buyer and its affiliates are bound. Three Party agree that these two documents are expressions of the same or similar principles of good conduct, and hereby declare to each other that they shall adhere to, and shall cause their directors, officers, employees and contractors to adhere to, their respective Code of Conduct or similar principles, in their performance of their respective obligations under this Agreement. 19.1.4. Volvo Car Group has adopted a Code of Conduct for Business Partners (“the Volvo Cars Code of Conduct for Business Partners”) available at group.volvocars.com/sustainability. Polestar has adopted a Code of Conduct for Business Partners (“the Polestar Code of Conduct for Business Partners”). Three Party agree that these two documents are expressions of the same or similar principles of good conduct. The Three Party agree to make commercially reasonable efforts to ensure that their respective Business Partners (as defined in the applicable Code of Conduct for Business Partners), to the extent relevant for the performance under this Agreement, are committed to follow the applicable Code of Conduct for Business Partners, or similar principles. 19.1.5. If Buyer reasonably suspects that Supplier does not adhere to (i) Volvo Cars Code of Conduct, and (ii) internationally recognized principles concerning business and human rights as described in Section 19.1.2 (i) and (ii) when performing its obligations under this Agreement, then Buyer shall have the right, either directly or through an independent third- party auditor appointed by Buyer, to conduct an on-site inspection. Any such inspection is subject to prior reasonable notice in writing from Buyer to Supplier. All information obtained during such an inspection shall be considered Confidential Information and be subject to the confidentiality undertaking in Section 17, unless the Parties agree otherwise Buyer shall ensure that any independent third-party auditor undertakes the same Agreement no.: PS22-049 26 confidentiality undertakings and obligations as those applicable to Buyer in this Agreement. 19.2 Export control, sanctions and customs rules 19.2.1 Supplier shall obtain and maintain any export license(s) required to sell Contract Products to Buyer. 19.2.2 Supplier shall, upon request, provide Buyer with all information and documentation necessary or useful for Buyer to comply with laws relating to export or re-export of the Contract Products to Europe and any other country agreed between the Parties. 19.2.3 Buyer and Supplier hereby represent and warrant respectively that, neither it nor any of its Affiliates, officers, directors or employees (to the best of its knowledge): (i) Is, has been or will be a Restricted Party, and (ii) shall not, when performing its obligations under this Agreement (a) conduct any business activity, directly or indirectly, with any Restricted Party, including by supplying to Buyer items sourced from a Restricted Party, (b) conduct any business activity involving any Sanctioned Territory, (c) conduct any business activity that is prohibited or restricted under trade sanctions or export control laws applicable to the Parties when performing under this Agreement, or (d) engage in any transaction that evades or attempts to violate restrictions under any trade sanctions or export control laws referenced in (a)-(c) above. 19.2.4 Buyer represents and warrants that the Buyer will not sell, provide, or transfer the Contract Products to any person located in a Sanctioned Territory, Russia, Belarus or to any Restricted Party. 19.3 Anti-Corruption 19.3.1 Three Party represents and warrants that it and its directors and officers: (i) will, when performing under this Agreement, conduct their operations and transactions in compliance with all applicable laws, regulations and rules relating to anti-money laundering, anti-bribery and anti-corruption, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and all other applicable laws prohibiting bribing government officials and private persons (the “Anti-Corruption Laws”), and (ii) are not and have not been within a five-year period prior to the date of this Agreement condemned or sentenced by any judicial or administrative authority for any corrupt or illegal practice under the Anti-Corruption Laws. 19.3.2 Each Party represents and warrants that it has implemented policies and procedures aiming at preventing corruption and bribery, including effective sanctions against any activity of its directors, officers and employees that might be considered a corrupt or illegal practice under the Anti-Corruption Laws. 19.4 Cybersecurity 19.4.1 In addition to its compliance with applicable laws and regulations in accordance with Section 19.1.1., and in particular with respect to cyber security, Supplier will follow such standards, Agreement no.: PS22-049 27 regulations and requirements, which in Supplier’s sole discretion, are deemed relevant and applicable for the manufacturing of the Contract Products. 20. MISCALLENOUS 20.1 Force majeure 20.1.1 Neither Three Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Three Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, (whether involving its own workforce or a Third Party's), failure of general energy sources delivering energy to the plant, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions. 20.1.2 A non-performing Three Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non- performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 20.2 Notices 20.2.1 All notices, demands, requests and other communications to any Three Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, facsimile, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: (a) in case of personal delivery, at the time and on the date of personal delivery; (b) if sent by facsimile or email transmission, at the time and on the date indicated on a confirmation of successful transmission page relating to such facsimile transmission or at the time and date indicated on a response confirming such successful email transmission; (c) if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or (d) at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any party by email, such party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. Agreement no.: PS22-049 28 20.2.2 All such notices, demands, requests and other communications shall be sent to: (a) To Supplier: Zhongjia Automobile Manufacturing (Chengdu) CO. LTD Attention: [***] Related Party Business Office Email: [***] With a copy not constituting notice to: Zhongjia Automobile Manufacturing (Chengdu) CO. LTD Attention: Legal Department Email: [***] (b) To Haoqing: Zhejiang Haoqing Automobile Manufacturing Co., LTD. Chengdu Branch Zhejiang Attention: [***] Email: [***] (c) To Buyer: Polestar Automotive China Distribution Co. Ltd. Attention: [***] Email: [***] With a copy not constituting notice to: Polestar Automotive China Distribution Co. Ltd. Attention: Legal Department Email: [***] 20.3 Assignment Neither Three Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 20.4 Waiver Neither Three Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 20.5 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Three Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended.
Agreement no.: PS22-049 29 20.6 Entire Agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. 20.7 Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Three Parties to be valid. 20.8 Survival If this Agreement is terminated or expires pursuant to Section 18 above, Section 17 (Confidential Information), Section 20 (Governing Law), Section 21 (Dispute Resolution) as well as this Section 19.12, shall survive any termination or expiration and remain in force as between the Three Parties after such termination or expiration. 20.9 Protection of Personal Data The Parties shall conduct any processing of Personal Data in compliance with applicable national, federal, state, and international laws and regulations relating to such Personal Data now or hereafter in effect. The Parties acknowledge that the intention is that neither Party will process Personal Data on behalf of the other Party under or in connection with this Agreement. Notwithstanding this Section 19.13 if either Party anticipates that a Party will process Personal Data on behalf of the other Party in connection with this Agreement, that Party shall promptly notify the other Party of that fact. To the extent necessary, the Parties to this Agreement shall then negotiate in good faith amending this Agreement to permit the processing of Personal Data is performed in a way that complies with applicable laws, and neither Party shall process Personal Data on behalf of the other until this Agreement has been so amended or supplemented. 21. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China without giving regard to its conflict of laws principles. 22. DISPUTE RESOLUTION 22.1 Escalation principles 22.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten (10) days of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. Agreement no.: PS22-049 30 22.1.2 The members of the Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect. 22.1.3 If the Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 21.2 below. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the Strategic Board immediately and Section 21.1.2 above shall not apply. 22.1.4 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 17 above. 22.1.5 Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 21.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 22.2 Arbitration 22.2.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall, be submitted to China International Economic and Trade Arbitration Committee (“CIETAC”) for arbitration, which shall be held in Shanghai and conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration, whereas the language to be used in the arbitral proceedings shall be English and Chinese. The arbitral tribunal shall be composed of three arbitrators. 22.2.2 Irrespective of any discussions or disputes between the Three Parties, each Three Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 22.2.3 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Three Parties relating to this Agreement, each Three Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 22.2.4 All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. ______________________________ [SIGNATURE PAGE FOLLOWS] Agreement no.: PS22-049 31 The Parties may execute this Amendment in counterparts which taken together will constitute one instrument. The Parties will receive one (1) each. ZHONGJIA AUTOMOBILE POLESTAR AUTOMOTIVE CHINA MANUFACTURING (Chengdu) CO. LTD DISTRIBUTION CO. LTD By: /s/ Yuan, Xiaolin By: /s/ Ellie Wu Printed Name: Yuan, Xiaolin Printed Name: Ellie Wu Title: Authorized Signatory Title: Authorized Signatory Date: 2024.1.8 Date: 2024.1.5 By: By: Printed Name: Printed Name: Title: Title: Date: Date: ZHEJIANG HAOQING AUTOMOBILE MANUFACTURING CO., LTD. CHENGDU BRANCH By: /s/ Ulf Andersson Printed Name: Ulf Andersson Title: Authorized Signatory Date: 2024-01-12 By: Printed Name: Title: Date: Agreement no.: PS22-049 32 EXHIBIT 1 VOLUME PLANNING PROCEDURES [***]
Agreement no.: PS22-049 33 EXHIBIT 2 CAR PRICING PRINCIPLES AND PROCEDURES [***] Agreement no.: PS22-049 34 [***]EXHIBIT 3 TECHNICAL SPECIFICATION [***] Agreement no.: PS22-049 35 EXHIBIT 4A SUSTAINABILITY REQUIREMENTS 1. REQUIREMENTS 1.1 This appendix aim to secure Polestar sustainability requirements, the appendix is written in a collaborative manner. It´s focusing on securing data transfer and sustainability reporting. 1.1.1 Polestar’s sustainability requirements are sectioned according to the four main areas of focus - climate neutrality (2), transparency (3), inclusion (4) & circularity (5). 1.1.2 In all cases, these requirements are subject to change if deemed necessary. 1.2 Change Management 1.2.1 Changes affecting the initial sustainability targets detailed in these requirements shall be handled in line with the change management strategy for the vehicle. Cost and Sustainability upgrades and related Model Year (MY) changes should be undertaken collaboratively and implemented in a timely manner to support Polestars sustainability roadmap. 2. CLIMATE NEUTRALITY 2.1 Greenhouse Gas Emissions – Manufacturing 2.1.1 Energy use in the manufacturing plant (electricity, fuels, over the fence heating and cooling) aim to be 100 % climate neutral no later than 2025. 2.2 Greenhouse Gas Emissions – Supply Chain 2.2.1 Joint ambition to actively work towards and achieve climate neutral electricity for all sourced Tier 1 (T1) suppliers. 2.2.2 To ensure this, the turnkey supplier shall contact all active T1 suppliers in order for them to disclose their own emissions in scope 1 and 2, according to the GHG protocol starting from Agreement no.: PS22-049 36 2024. Suppliers shall also disclose whether they also report on scope 3, and if that is the case, disclose their full climate reporting according to GHG protocol (scope 1, 2, 3). 2.2.3 Where Polestar have expertise & technical data to support GHG emission reduction on common platform, collaborative working should be undertaking to support the implementation of these solutions for mutual benefit. 2.2.4 Renewable electricity should be accompanied by a certification or have the means to substantiate any claims in that regard. 2.3 Life Cycle Analysis (LCA) 2.3.1 The turnkey supplier shall provide Polestar with an updated cradle-to-gate carbon footprint, including battery, calculation for the main variants of requested MY, work to be initiated by a service request. 3. TRANSPARENCY 3.1 Blockchain Material Traceability 3.1.1 The following materials used in battery pack and modules shall/must be traced using blockchain technology: 3.1.1.1 Lithium, Nickel, Cobalt, natural graphite & Mica. 3.2 Supply chain transparency 3.2.1 The parties recognize the need to have a traceable supply chain in order to comply with current (UFLPA) and coming (such as the EU battery act, Corporate sustainability directive, EU proposal for a regulation on prohibiting products made with forced labour on the Union market) regulations. Volvo agrees, to the best of its effort, to ensure mapping of the supply chain in order with regulation requirements. 3.3 Conflict Mineral Reporting 3.3.1 The following materials shall continue to be reported according to the Responsible Minerals Initiative (RMI) Conflict Mineral Reporting template standards: 3.3.1.1 Tin, Tantalum, Tungsten & Gold (3TG). 3.3.2 Tin, Tantalum, Tungsten & Gold (3TG). Polestar requires company-specific reporting for with disclosure of smelters, their status, and their country of origin through campaigning towards suppliers in each project with aim of increasing numbers of conformant smelters. 3.4 Data Sharing 3.4.1 The parties recognize that ensuring compliance, fighting corruption and integrating environmental, social, and governance (ESG) topics into corporate strategy, operations and
Agreement no.: PS22-049 37 supply chain are a common effort, and best results can be achieved by sharing data on due diligence activities conducted on Tier 1 suppliers. 3.4.2 In this regard, Volvo shall: 3.4.2.1 conduct sanction screening during selection stage of Tier 1 DM suppliers for new sourcing, and monitor the existing suppliers against the below sanctions lists during the program : 3.4.2.1.1 EU sanctions lists. 3.4.2.1.2 UK sanctions lists 3.4.2.1.3 US lists: (1) OFAC Specially Designated National and Blocked Persons list, (2) OFAC Sectoral Sanctions Identifications List, (3) BIS Entity List, (4) BIS Denied Persons List, and (5) BIS Unverified List, OFAC - Non-SDN Chinese Military-Industrial Complex Companies List 3.4.2.1.4 UN Security Council Consolidated List 3.4.2.1.5 any other sanction list that would be applicable 3.4.2.2 Inform Polestar, without undue delay, and at minimum quarterly, of any Red flag related to Sanction and Sanction ownership and control 3.4.2.3 Assess corruption, reputation, and human rights risks, during selection stage of Tier 1 DM suppliers, and monitor such risks during the program 3.4.2.4 Promptly/ when such red flags arise, inform Polestar of material findings /Red flags, and on a quarterly basis 3.4.3 The parties agree to cooperate to define appropriate risk mitigation actions, and transparently report on progress and issues. 3.5 Sustainability reporting requirements 3.5.1 Polestar require documentation and supporting material related to sustainability reporting requirements such as, but not limited to, EU Taxonomy regulation (EU) 2020/852 and Corporate Sustainability Reporting Directive 2022/2464/EU on an annual basis. Agreement no.: PS22-049 38 Documentation requirements in accordance with the implementing and delegated acts of the regulations. 3.5.2 Prompt communication/reporting to Polestar’s C&E team in case of material finding. 3.6 Supply chain data 3.6.1 In order to enable Polestar to comply with due diligence and reporting obligations, Volvo shall make the data (name, address and country) of Tier 1 DM suppliers connected to Polestar products available to Polestar and provide such data on Polestar’s request. 4. INCLUSION 4.1 Agreed Code of Conduct for Business Partner for the manufacturing of the vehicle as well as by Direct Material (DM) suppliers and their components to be used. Revisions of the CoC for Business Partners must be agreed and aligned. 4.2 Due Diligence 4.2.1 Due diligence practices should be put in place according to OECD due diligence guidelines. These practices include how to embed responsible business conduct, identifying and assessing adverse impact, how to cease, prevent or mitigate and track impact on human rights and this must be transparently communicated so that corrective action plans can be implemented in manufacturing and in our common supply chains effectively. 4.2.2 The supplier shall put processes in place to avoid incompliance with laws and regulations during manufacturing of parts and components and for adhering to the laws and regulations on our sales markets. 4.2.3 During onboarding of Tier 1suppliers: 4.2.3.1 Ensure Self-Assessment Questionnaire (SAQ) is completed in NQC platform 4.2.3.2 Only select suppliers with >70% rating before SOP, or has an agreed roadmap 4.2.3.3 In case the supplier does not meet the 70 score, consult with Polestar to align if supplier can still be selected and define corrective actions. 4.3 Social third-party onsite audits 4.3.1 Existing Tier 1 suppliers, as selected through Turnkey supplier´s risk-based audit strategy program, to undergo third-party social audits. New Tier 1 suppliers shall undergo the Agreement no.: PS22-049 39 Turnkey supplier self-initiated audit program, Polestar to gain access to valid and updated audit report data and Corrective Action Plan (CAP) during the production phase. 4.3.2 Possibility for Polestar to perform own audits unless already performed by Volvo Cars. These should be planned and performed in discussions with Volvo cars. 4.3.3 For materials used in battery pack and modules transparently implement third-party on- site social audits down the supply chain in high-risk markets. 4.4 Protecting Animal welfare 4.4.1 Animal based products, nappa leather and wool, must live up to the standards on Animal Welfare and the Five Freedoms. Polestar should be able to request and obtain access to Agreement no.: PS22-049 40 information about adherence and follow up on animal welfare status during production. Standards and certificates to be aligned between both parties. 5. CIRCULARITY 5.1 Raw Material Use 5.1.1 The recycled content (PCR and PIR) for the following materials in the vehicle shall be identified and disclosed, and where possible, increased until end of production: 5.1.1.1 Aluminium 5.1.1.2 Steel 5.1.1.3 Plastics 5.1.1.4 Copper 5.1.1.5 REEs (e-machine) – (target 50% PCR) 5.1.2 The recycled content (PCR and PIR) for the risk minerals in the batteries shall be identified and disclosed, and where possible, increased until end of production. 5.1.3 Where bio-based materials are used (e.g. in the interior), the quantity and type of biomaterial shall be identified and disclosed. 5.1.4 The supplier shall work continuously through model year improvements to reach the highest technically feasible recycled content for all materials throughout the vehicle lifetime. 5.1.5 The supplier shall work continuously through model year improvements to identify material substitutions where fossil-based and virgin materials can be replaced with more circular materials. 5.1.6 All materials containing recycled content and/or bio content should preferably be accompanied by a valid third-party certification or as a minimum have the means to substantiate any claims in that regard. 5.2 Hazardous substances 5.2.1 The supplier shall support Polestars goal of minimising the use of EU Candidate List substances (Candidate List of substances of very high concern for Authorisation (published in accordance with Article 59(10) of the REACH Regulation) and per- and polyfluoroalkyl substances (PFAS), used in both the product and the manufacturing processes. The cars shall be compliant with Volvo cars RSMS. 5.2.2 Candidate List substances and PFAS shall be identified and disclosed to Polestar on a yearly basis. In addition, data on Candidate List substances shall be disclosed and reported to Polestar at every update of the EU Candidate List, if the update concerns substances present in the cars. The information shall at least include substance name, CAS-number (if applicable), amount (w/w), material/component name, alternatives assessment (yes/no),
Agreement no.: PS22-049 41 outcome of alternatives assessment (if applicable), expected phase out date (if applicable) and date for next alternatives assessment. 5.3 IMDS substance data to mitigate future supply chain and compliance risks 5.3.1 The supplier commits to support Polestar in gathering and to disclose information on substances and substance groups, used in materials/components that are material to Polestar to be able to mitigate future supply chain and compliance risks. Agreement no.: PS22-049 42 EXHIBIT 4B MANUFACTURING SUSTAINABILITY REQUIREMENTS [***]
Agreement No.: PS22-050 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. [***]MANUFACTURING AGREEMENT Zhongjia Automobile Manufacturing (Chengdu) Co. LTD and Polestar Performance AB Manufacturing of [***]vehicles in Volvo Cars’ Chengdu plant for sale by Polestar outside mainland China Agreement No.: PS22-050 2 TABLE OF CONTENTS 1. DEFINITIONS ......................................................................................................................... 4 2. SCOPE AND ORDER OF PRIORITY .................................................................................... 8 3. THE CONTRACT PRODUCTS.............................................................................................. 9 4. SALE AND PURCHASE ........................................................................................................ 9 5. VOLUME FORECASTS AND ORDER PROCESS .............................................................. 9 6. PRICE AND PAYMENT ........................................................................................................ 9 7. MANUFACTURING ............................................................................................................. 10 8. DELIVERY, TITLE AND RISK ........................................................................................... 14 9. MANUFACTURING QUALITY, INSPECTION AND RIGHT TO REJECT PRODUCTS16 10. PERMITS ............................................................................................................................... 19 11. WARRANTY, PRODUCT LIABILITY, RECALL AND OTHER CLAIMS ...................... 19 12. AUDIT RIGHTS .................................................................................................................... 20 13. TRADEMARKS .................................................................................................................... 20 14. LIMITATION OF LIABILITY ............................................................................................. 21 15. INDEMNIFICATION ............................................................................................................ 22 16. GOVERNANCE AND CHANGES ....................................................................................... 23 17. CONFIDENTIALITY ............................................................................................................ 23 18. TERM AND TERMINATION .............................................................................................. 25 19. RESPONSIBLE BUSINESS ................................................................................................. 27 20. MISCALLENOUS ................................................................................................................. 30 21. GOVERNING LAW .............................................................................................................. 32 22. DISPUTE RESOLUTION ..................................................................................................... 32 LIST OF EXHIBITS Exhibit 1 – Volume planning procedures Exhibit 2 – Car pricing principles and procedures Exhibit 3 – Technical Specification Exhibit 4A - Sustainability requirements Exhibit 4B – Manufacturing Sustainability requirements Agreement No.: PS22-050 This MANUFACTURING AGREEMENT (this “Agreement”) is entered into on the date indicated below and made between: (1) Zhongjia Automobile Manufacturing (Chengdu) Co. LTD., Reg. No. 91510112562005858U a limited liability company incorporated under the laws of People's Republic of China (the “Supplier” or “VCCD”); and (2) Polestar Performance AB, Reg. No. 556653-3096, a limited liability company incorporated under the laws of Sweden with (the “Buyer” or “Polestar”). Supplier and Buyer are referred to individually as a “Party” and jointly as the “Parties”. BACKGROUND A. Volvo Car Corporation (“Volvo Cars”) owns and operates, through its subsidiary Zhongjia Automobile Manufacturing (Chengdu) Co. LTD. (“VCCD”) a plant for manufacturing of cars in Chengdu in the People's Republic of China (the “Plant”). Land, building and facilities, as well as certain equipment and tooling, of the Plant are owned or possessed by VCCD. B. Polestar is engaged in the development, manufacturing and sale of Polestar branded high- end electric performance cars. C. The Supplier has the financial and industrial capacity required to manufacture vehicles in the quality and quantity that has been agreed between the Parties and the Supplier has agreed to supply to Polestar in accordance with the terms set out in this agreement. D. The Volvo and Polestar Engineering & Operations Steering Committee has been established for inter alia governance of the contract manufacturing services provided by the Plant. The Buyer now wishes that the Supplier shall manufacture and sell completed [***]vehicles (the “Contract Product”) to the Buyer. E. The terms and conditions that shall apply to the manufacturing and assembly of cars in the Plant are set forth in this Agreement. F. As a general principle, the Parties agree that transactions amongst all relevant entities involved shall be conducted on arm’s length terms. G. In light of the foregoing, the Parties have agreed to execute this Agreement. Agreement No.: PS22-050 4 1. DEFINITIONS The following terms shall have the meanings ascribed to them below. All defined terms in singular in the list of definitions shall have the same meaning in plural and vice versa. “VCCD” shall have the meaning set out in Background A above. "Affiliates" means (i) for Supplier, any other legal entity that directly or indirectly is controlled by Volvo Cars and (ii) for Buyer, any other legal entity that, directly or indirectly, is controlled by Polestar Automotive Holding UK PLC, "control" means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. The Parties, however, agree to renegotiate this definition of "Affiliates" in good faith if it in the future does not reflect the Parties' intention at the time of signing this Agreement due to a restructuring or reorganization in relation to either of the Parties. “Agreement” means this [***]Manufacturing Agreement and its Exhibits. “Actual Volume” means the total amount of vehicles produced in the Plant and achieved Factory complete status annually for each brand respectively e.g. references could be made to Polestar Actual Volumes. “Buyer” shall have the meaning set out under (2) above. “Common Equipment” means equipment owned by the Supplier that is stored at the premises of the Plant and used for production of any type of vehicle. “Common Type Bound Tooling and Equipment” means tooling and equipment owned by the Supplier that is stored at the premises of the Plant and used for production of [***]vehicles for both Volvo Cars and its Affiliates and the Buyer and its Affiliates. “Common Vendor Tooling” means tooling owned by the Supplier that is used and stored at the premises of a Third Party but used for the production of [***] vehicles (and/or components therein) for Volvo Cars and its Affiliates and Buyer and its Affiliates. "Components" means all the components (including software) and parts included in the Contract Product according to the Technical Specification. “Confidential Information” means any and all information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to, the Technical Information and other information relating to Contract Products, intellectual property rights, concepts, technologies, processes, commercial figures, techniques, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to, during or after the execution of the [***]Manufacturing Agreement. “Contract Products” shall have the meaning set out under Background D. above.
Agreement No.: PS22-050 5 “CoP” means Conformity of Production. CoP is a means of evidencing the ability to produce a series of products that exactly match the specification, performance and marking requirements outlined in the type approval documentation. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party. “End of Production” or “EOP” means the end of production of the Contract Product i.e. 7 years after Job1, unless otherwise agreed between the Parties. “Exit” [***] "Factory Complete" means when a Contract Product fulfils and complies with all the Supplier’s inspections and quality assurance processes, being in a deliverable condition and checked according to Supplier’s standard procedures to be in compliance with the Buyer's demands and requirements in accordance with this Agreement, including the Technical Specification. “Geely Entity” means Chengdu Jisu New Energy Vehicle Co., Ltd. “HPV” means Hours Per Vehicle which is the estimated time that is required to manufacture a vehicle of a certain car model. “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight which would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Agreement. “Job1” means in relation to this Agreement and the Contract Product, the date on which the production of the Contract Product starts. "Know-How" means the technical information, knowledge and experience related to the Technical Specification or conveyed through the technical assistance rendered under this Agreement incorporating, if any, industrial and/or intellectual property rights. “KPI” means Key Performance Indicator. KPI is a quantifiable measure used to track progress toward a specific objective. “LTIV” means the long-term investment volumes as elaborated on in Exhibit 1. “Lifetime [***]Volumes” means the total amount of [***]volume planned between the Parties to be manufactured in the plant at the effective date of this agreement. “Mainland China” means the People’s Republic of China (excluding Hong Kong, Macau and Taiwan). “Permits” shall mean as set out in Section 10.1. “Personal Data” means all information that a Party obtains from the other Party as a result of the Agreement (i) relating to an identified or identifiable natural person, including the other Party’s employees and customers, that directly or indirectly can identify that person, or (ii) deemed personal data according to applicable national, federal, state, and international laws and regulations now or hereafter in effect. Agreement No.: PS22-050 6 “Plant” shall have the meaning set out in Background A above. “Polestar” shall have the meaning set out in (2) above. “Polestar Companies” shall mean Polestar and Polestar Automotive China Distribution Co. Ltd., (Reg. No. 91510112MA6D05KT88), in relation to and as relevant for any manufacturing of [***]vehicles. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. “Reserved Volumes” shall have the meaning set out in Exhibit 1. “Requested Volumes” shall have the meaning set out in Exhibit 1. “Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of, a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Territory; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom the Parties, respectively under applicable law, would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). "Sanctioned Party" means, at any time, an individual or entity that is: (a) any person specifically listed in any Sanctions List; or (b) any person controlled or owned by any such person referred to in (a) above. “Sanctioned Territory” means a country, region or territory that is the subject of comprehensive country-wide, region-wide or territory-wide Sanctions, or whose government is the target of comprehensive Sanctions. “Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes, export controls or other restrictive measures enacted, administered, implemented and/or enforced from time to time by the United Nations Security Council, the United States of America, the United Kingdom, the Europe and Union and/or member state of the European Union, the Kingdom of Norway, the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT), and other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Parties or performance of this Agreement. “Sanctions Authority” means: (a) the United Nations Security Council; (b) the United States of America; (c) the United Kingdom; (d) the European Union and/or a member state of the European Union; (e) the Kingdom of Norway; (f) the respective governmental institutions and agencies of any of the foregoing which are duly appointed, empowered or authorized to enact, administer, implement and/or enforce Sanctions, including, without limitation, the Office of Foreign Assets Control of the US Agreement No.: PS22-050 7 Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT); and (g) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Buyer or its Affiliates or performance of this Agreement. “Sanctions List” means the following lists of designated sanctions targets maintained by a Sanctions Authority from time to time: (a) in the case of the United Nations Security Council, the United Nations Security Council Consolidated List; (b) in the case of OFAC: the Specially Designated Nationals and Blocked Persons List; (c) in the case of HMT: the Consolidated List of Financial Sanctions Targets (d) in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and (e) or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, where such list or public announcement purports to block the property or interests in property of, or prohibit the provision of funds or economic resources to, the designated persons. “[***]vehicle” means both Volvo and Polestar vehicles built on the [***]modular product architecture. “Steering Committee” means the first level of governance forum for handling the co- operation between the Parties in various matters, under this Agreement which regarding cooperation between the Parties is the Volvo and Polestar Engineering & Operations Steering Committee. “Strategic Board” means the highest level of governance forum established by the Parties for handling the cooperation between the Parties in respect of various matters which regarding cooperation between the Parties under this Agreement is the Volvo Cars Polestar Executive Alignment Meeting. “Supplier” shall have the meaning set out in (1) above. "Technical Information" means all Technical Specification and Know-How and all other written or printed technical information or software stored in any media or materials or prototypes communicated to the Supplier by the Buyer and all reproductions, excerpts and summaries thereof, and all modifications and/or improvements to the Technical Specification and Know-How made by or for the Supplier. “Technical Specification” means necessary product drawings, material lists, assembly instructions and quality requirements on paper or in electronic form provided by the Buyer for the assembly of the Contract Product in accordance with the terms and conditions of this Agreement and that shall be attached to this Agreement as Exhibit 3. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement. “Unique Type Bound Tooling and Equipment” means tooling and equipment owned by the Buyer, or Geely Entity that is stored at the premises of the Plant and that are specific to Buyer´s Contract Products and that are unique to the Buyer and its Affiliates. Agreement No.: PS22-050 8 “Unique Vendor Tooling” means tooling owned by the Buyer, or Geely Entity that is used and stored at the premises of a Third Party but used for the production of Contract Products (and/or components therein) for the Buyer and its Affiliates. “VCPA” means Volvo Consumer Product Audit. VCPA is the Volvo method to assess and evaluate the quality of the products. “Volvo Cars” shall have the meaning set out in Background A. above. 2. SCOPE AND ORDER OF PRIORITY 2.1 This Agreement sets out the specific terms that shall apply to the manufacturing, assembly and sales to the Buyer of the Contract Product. 2.2 In the event there are any contradictions or inconsistencies between the terms of this Agreement and the exhibits hereto, the Parties agree that they shall prevail over each other in the following order if not specifically stated otherwise in such document or the context or circumstances clearly suggest otherwise: a) this Agreement b) Exhibit 3 – Technical Specifications c) Exhibit 4A - Sustainability requirements d) Exhibit 4B – Manufacturing Sustainability requirements e) Exhibit 1 – Volume planning procedures f) Exhibit 2 – Car pricing principles and procedures
Agreement No.: PS22-050 9 3. THE CONTRACT PRODUCTS 3.1 The Contract Products shall be manufactured in accordance with the Technical Specifications. 3.2 The Buyer shall provide the Supplier with such Technical Information as set out in this Agreement. The Technical Specifications for the Contract Product are attached hereto as Exhibit 3. 3.3 Any changes to the Technical Specifications that affect the Contract Product shall be notified by the Buyer to the Supplier according to the change management procedures for the Contract Products set out in Section 16.2. 4. SALE AND PURCHASE 4.1 The Supplier agrees to supply to the Buyer, and the Buyer agrees to purchase, the complete Contract Products ordered in accordance with and under the terms and conditions of this Agreement. 4.2 The Parties acknowledge that other car model manufacturing agreements may be entered into for the production of vehicles in the Plant other than the Contract Products. The Buyer shall not only cooperate with the Supplier but shall also cooperate with Volvo Cars as well as buyers under such other car model manufacturing agreements in order to facilitate the operation of the Plant and the overall production of vehicles in the Plant as well as of the Contract Products. 5. VOLUME FORECASTS AND ORDER PROCESS 5.1 The procedures for planning the manufacturing and assembly of the Contract Products in the Plant, including forecasted volumes and orders for Contract Products, are attached hereto as Exhibit 1. 5.2 The Buyer will order and the Supplier will supply the Contract Products in accordance with the order process set out in Exhibit 1. 6. PRICE AND PAYMENT 6.1 Price 6.1.1 The Contract Products shall be priced based on the full cost of production for such Contract Products plus a mark-up, 2024 being[***]. The mark-up will be reviewed annually and adjusted [***]of the latest available benchmark procured by the Supplier in accordance with the “arm’s length principle” between the Parties. [***]The principles and procedures for calculating the full cost of production and for setting the price of the Contract Products, on an ‘arm’s length’ basis, are attached hereto as Exhibit 2. The Parties acknowledge and agree that the Supplier shall actively coordinate and support the Buyer’s dialogues with the Chinese local tax authority regarding the pricing of the Contract Products. 6.1.2 In addition to Contract Products, also service/spare parts manufactured in the Plant being parts in a Contract Product shall be possible to order under this Agreement. In such case the principles relating to Contract Products in this Agreement shall also apply to such Agreement No.: PS22-050 10 service/spare parts as far as reasonably possible, unless the context or circumstances clearly suggests otherwise. 6.2 Payment and Invoice 6.2.1 Invoice for a Contract Product shall be issued by the Supplier to the Buyer when the Contract Product has been delivered in accordance with Section 8.1.1 (invoice trigger loaded on carrier). Invoices may be generated electronically. However, the Buyer may request hard-copy summary invoices that summarises total batches of individual invoices over a specified period, in order to satisfy VAT and customs reporting requirements. 6.2.2 [***] 6.2.3 Invoice from the Supplier to the Buyer shall be paid at the latest [***]days after an invoice has been issued. Payment shall be made in RMB or such other currency that the Supplier and the Buyer may agree, in a timely manner and in accordance with the payment terms set forth in this Section 6.2. 6.2.4 All amounts and payments referred to in this Agreement are exclusive of VAT only. VAT is chargeable on all invoiced amounts only when required by local law and shall be borne by the Buyer. Buyer may appoint an Affiliate or Third Party to handle the requisite VAT registration and recovery. 6.2.5 Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be based on[***] 6.2.6 Any bank charges in connection with payment by the Buyer to the Supplier shall be paid or reimbursed by the Buyer. 6.2.7 [***] 7. MANUFACTURING 7.1 Assembly 7.1.1 The Supplier shall assemble the Contract Products in the Plant. The Supplier shall during the Term maintain capacity to manufacture, assemble and supply to the Buyer Contract Products in quantities ordered by the Buyer up to the volumes agreed between the Parties, and such capacity will in relation to the Buyer never exceed such volumes dedicated to the Buyer as decided by the Steering Committee. The Parties thus acknowledge that the capacity in the Plant is limited and shared between the Buyer and the Supplier who also has vehicles produced in the Plant. 7.1.2 The Buyer shall provide the Supplier with the Technical Specification and relevant Know- How for the manufacturing of the Contract Product. The Buyer may also, subject to separate agreement between the Parties, provide technical assistance to a reasonable level at the cost of the Supplier. 7.1.3 The Supplier undertakes to assemble the Contract Product in strict conformity with the Technical Specification, Know-How and/or as otherwise instructed by the Buyer from time to time and shall never implement any product changes, modification or substitutions of Component(s) unless authorized thereto in writing by the Buyer in each case, subject to the change management procedures set forth in Section 16.2. When producing and assembling Agreement No.: PS22-050 11 the Contract Product the work shall be carried out to the same standard of care that is done for Suppliers own products in the Plant. Such standard of care and professionalism shall at all times correspond to Industry standard. 7.1.4 The Supplier shall provide to the Buyer necessary and agreed built data of the Contract Product by the time of Factory Complete in order for the Buyer to maintain and follow-up the Contract Product in the aftermarket, reflecting both the hardware as well as the software configuration. The built data should contain all data needed to meet legal requirements as well as any other data agreed between the Supplier and the Buyer. 7.1.5 The Supplier will strive to meet Buyer’s sustainability standards where applicable and will keep the Buyer informed, as set forth in Exhibit 4A and 4B. 7.2 Equipment and tooling 7.2.1 The Supplier undertakes to maintain in its ownership and possession all tooling and equipment for vehicles to be produced in the Plant (e.g. Common Equipment, Common Type Bound Tooling and Equipment, Common Vendor Tooling), except for Unique Type Bound Tooling and Equipment and Unique Vendor Tooling which the Buyer, or Geely Entity shall remain the owner of. The Buyer, or Geely Entity will remain the owner of the Unique Type Bound Tooling and Equipment even if such is located in the Plant. Normal tooling maintenance will be commenced by the Supplier and related costs charged as part of the price for the Contract Products, whereas update and replacement of the Unique Type Bound Tooling and Equipment will be controlled and paid separately by the Buyer or Geely Entity. 7.2.2 The Supplier undertakes to acquire or have acquired, all such necessary tooling, equipment and systems, including but not limited to jigs, fixtures, tools and welding equipment, necessary for the assembly of the Contract Product, except for the Unique Type Bound Tooling and Equipment and Unique Vendor Tooling mentioned in 7.2.1. 7.2.3 Any tooling and equipment acquired in accordance with Section 7.2.1–7.2.2 shall meet the Supplier’s quality requirements, as aligned with Industry Standard. 7.2.4 Contract Product specific tooling and equipment acquired in accordance herewith shall be used solely for the purpose of the assembly of the Contract Product and its Components. 7.2.5 All plant tooling and equipment used by Supplier for the production of the Contract Products shall be maintained in proper working condition by the Supplier in accordance with applicable maintenance instructions for said tooling and equipment or by using industry practice if there are no specific instructions. 7.2.6 Purchase, maintenance and repair of Unique Vendor Tooling, which is used only in relation to the Buyer’s Contract Products, is not covered by this Agreement. The Buyer is responsible for providing and maintaining such Unique Vendor Tooling. The Parties may enter into separate tooling agreements in order to regulate any details around tooling, which is not regulated herein. 7.2.7 The Supplier should assist the Buyer in phase out projects related to the Unique Type Bound Tooling and Equipment if necessary. Cost of carving out Unique Type Bound Tooling and Equipment is upon the Buyer. Buyer and Supplier must agree on process and timing for handling Unique Type Bound Tooling and Equipment no later than 12 months Agreement No.: PS22-050 12 before EOP. Agreed timing and process must not interfere with the manufacturing of any other product at the Plant. 7.2.8 If any tooling mentioned in Section 7.2.1 above is wrongly owned by the Supplier that should be owned by the Buyer, or Geely Entity, or vice versa, such ownership shall be transferred to the other Party using a tooling sale and transfer agreement. 7.2.9 For Unique Type Bound Tooling and Equipment and Unique Vendor Tooling the Buyer or Geely Entity shall grant the Supplier the right to use such assets for the manufacturing of the Contract Product under a User Right Agreement to be entered into between the Supplier and Buyer or Geely Entity. 7.2.10 The Buyer shall pay Supplier for its share of Common Equipment, Common Type Bound Tooling and Equipment and Common Vendor Tooling and compensate Supplier for its cost incurred under the User Right Agreement related to Unique Type Bound Tooling and Equipment and Unique Vendor Tooling according to the car pricing principles set forth in Exhibit 2. 7.3 Components 7.3.1 The Buyer and Buyer´s Affiliate have entered into a service agreement for procurement services) dated June 30, 2019 with Volvo Cars (PS19-032) and Volvo Cars Investment Co. Ltd (PS19-031), under which Volvo Cars and its Affiliates provide Manufacturing Engineer, Logistics and Procurement Services. The Buyer utilises these services in order to fulfil its obligations and responsibilities under this Section 7.3. 7.3.2 The Buyer is responsible for ensuring that the Supplier is able to order Components for the production of Contract Products by calling-off such Components from Component suppliers procured by the Buyer. 7.3.3 Components will be called-off from Component suppliers directly by the Supplier. The Buyer shall ensure that the Supplier is provided with information required to be able to call-off Components from such suppliers. 7.3.4 The Supplier is responsible for managing inbound logistics including but not limited to transportation from Component suppliers to plant, custom clearance and to pay related logistic cost including customs duties. 7.3.5 The Supplier shall pay all Component suppliers’ invoices directly to the Component suppliers. The costs for such Components shall be included in the prices for the Contract Products. 7.4 License grant 7.4.1 The Buyer hereby grants to the Supplier a limited, non-exclusive license to the Buyer’s intellectual property rights which are necessary for the production of the Contract Products and solely for the purpose of producing the Contract Products under and during the term of this Agreement. The license granted hereunder does not give the Supplier any right
Agreement No.: PS22-050 13 whatsoever to use the Buyer’s intellectual property rights for any purpose other than as stated in this Section 7.4 and for the production of the Contract Products. 7.4.2 Ownership of existing Intellectual Property Rights. (a) All Intellectual Property Rights that were either developed or otherwise acquired by a Party before entering into this Agreement, or are developed or otherwise acquired by a Party outside of, but during the term of, this Agreement, will continue to be owned by such Party. 7.4.3 Ownership of Results. (a) In the event any Results are created under this Agreement, and the ownership of such Result is not regulated by the License, License Assignment or Service Agreements (PS19- 022), License Agreement (PS19-030), Service Agreement (PS19-031) and Service Agreement (PS19-032), then Volvo Cars shall be the exclusive owner of such Results. Volvo Cars hereby grants to the Buyer a limited, non-exclusive, fully paid-up license to such Results but only in so far as necessary for the performance under, and only for the term of, this Agreement. 7.5 Insurance 7.5.1 The Supplier is responsible to ensure that the equipment owned by the Supplier and used in the Plant is properly insured. The Supplier is also responsible to ensure that the Unique Agreement No.: PS22-050 14 Type Bound Tooling and Equipment owned by the Buyer, or Geely Entity, and stored at the premises of the Plant is properly insured. 7.5.2 The Supplier shall hold necessary insurance protection. 8. DELIVERY, TITLE AND RISK 8.1 Delivery of Contract Product 8.1.1 For Factory Complete Contract Products the delivery shall take place at FOB Incoterms 2020 at the port agreed between the Parties unless otherwise agreed between the Parties. 8.1.2 The Supplier shall notify the Buyer when a Contract Product is Factory Complete by registering the Contract Product as Factory Complete in the system used by the Parties for such communication. 8.1.3 The Supplier shall deliver to the Buyer the Factory Complete Contract Products within the timeframe decided during the volume planning procedures as set forth in Exhibit 1. 8.1.4 Title and risk of loss or damage of Contract Product with respect to each Contract Product passes to the Buyer at the time of invoicing in accordance with Section 6.2.1, without prejudice for the Buyer’s right to reject Contract Products under Section 9. [***] 8.1.5 If the Supplier is in delay of delivery of Contract Products, it shall without delay perform a root cause analysis[***]. 8.1.6 For Contract products intended for sales outside Mainland China, the working procedure up to FOB shall be agreed separately by the Parties. 8.2 Distribution and outbound logistic 8.2.1 The Contract Products will be distributed by the Buyer through the distribution network managed by the Buyer. 8.2.2 The Supplier is not responsible for any matters in relation to the distribution of the Contract Product, except for: (a) manufacturing and selling the Contract Product directly to the Buyer at the price established under this Agreement; (b) reporting any quality-related defect of the Contract Product to the Buyer for recall or other measures required by applicable law where the Contract Product is sold; and (c) supporting the Buyer or any company listed by the Buyer as a company that needs this support, regarding warranty claims and after-sales services. 8.2.3 For sales outside Mainland China, after FOB Incoterms 2020, outbound logistic of the Contract Product is the responsibility of the Buyer. The Supplier’s obligations for the Contract Product end at FOB (Incoterms 2020) as explained above in Section 8.1. 8.2.4 For Contract Products purchased for sales outside of Mainland China, the Supplier is obligated to take all necessary steps to facilitate such export and to contribute to an Agreement No.: PS22-050 15 efficient export in accordance with instructions provided by the Buyer, including, but not limited to, ensuring that such export is authorised as required by relevant laws and regulations of the People’s Republic of China. 8.3 Customs 8.3.1 The Supplier is responsible to obtain and maintain any customs licenses in the People’s Republic of China necessary to facilitate the performance of this Agreement, including but not limited to export license and license for bonded manufacturing. Currently, bonded manufacturing is beneficial to both Parties. However, the Supplier’s bonded manufacturing operations may cease due to regulatory changes or should it no longer be commercially feasible (e.g., due to localization of parts, etc.). The Supplier will consult the Buyer should there be any changes to the bonded manufacturing operations status of the Plant. 8.3.2 For the avoidance of any doubt, the Supplier is the only party which may appoint a customs agent to support the facilitation of customs processes in the People’s Republic of China for the Contract Product supplied under this Agreement. The Supplier shall carry out necessary due diligence regarding compliance risks, including corruption risk before appointing such customs agent. 8.3.3 To the extent that a Contract Product supplied under this Agreement qualifies as originating goods under the rules of origin provisions in a preferential trade agreement to which the People’s Republic of China is party to during the term of the Agreement, the Supplier shall be responsible to facilitate the provision of a preferential certificate of origin to the Buyer in alignment with the legal provisions provided for under the relevant agreement. For the avoidance of any doubt, this provision does not provide an obligation on the Supplier to provide preferential qualifying the Contract Product to the Buyer nor does it provide any obligation for the Supplier to compensate the Buyer for any Agreement No.: PS22-050 16 consequential import duty impact in the destination market the Contract Product is destined for. 8.4 Export Controls 8.4.1 Each Party shall comply with all applicable export control and trade sanction laws and regulations when performing their obligations under this Agreement. 8.4.2 The Supplier shall obtain and maintain any export license(s) required for the delivery of the Products to the Buyer and use hereof. 9. MANUFACTURING QUALITY, INSPECTION AND RIGHT TO REJECT PRODUCTS 9.1 Volvo Cars Manufacturing Quality General Way of Working: 9.1.1 The Parties shall comply with Volvo Cars Manufacturing's general way of working, including but not limited to the overall description of the Volvo Cars plant quality operating system (Plant-QOS). 9.1.2 The purpose of Plant-QOS is to have a systematic approach in how the Supplier manage quality, in daily manufacturing operations. This helps the Supplier to work standardized, systematic and disciplined and is also a base for strengthening problem solving and continuous improvement. 9.1.3 The Plant- QOS is based on the manufacturing quality strategy and is mainly relying on the principle that the best product is built in the intended process with the best process conditions known. 9.1.4 Principles to secure quality in plant operations: - Built in quality is a responsibility of plant production organization - Customer expectations are confirmed by plant quality organization - Any internal/external deviations found are fed back, cut off and worked towards the production organization - Based on problem solving finding(s) (root cause(s)) - learnings are spread/implemented broad in the manufacturing operation. 9.1.5 Plant-QOS is built upon four different subject areas that all contains certain elements: - Quality planning (eg of element; ideal bill of process) - Quality defect prevention (eg of elements; control plan execution/ confirmation, real time management process) - Quality defect detection (eg of elements; standard inspection point, quality feedback/feed forward)
Agreement No.: PS22-050 17 - Quality concern resolution (eg of elements; problem solving & escalation, critical concern action process, lessons learned process) 9.1.6 All supporting functions supporting the plant operation are following the same principles. 9.2 Volvo Cars Manufacturing quality data sharing: 9.2.1 The Parties shall engage in the sharing of quality-related data for Customer’s products as defined by Volvo Cars manufacturing quality & academy Department, specifying the nature of the data, timing, and Key Performance Indicator (KPI) definitions. [***] 9.3 Volvo Cars Manufacturing Product Audit (VCPA): 9.3.1 The Parties shall adhere to the Volvo Cars Product Audit (VCPA) process, which encompasses the description of the current process and baseline handling. 9.3.2 Product Audit is performed in running production, to review cars ready to be shipped to customers. 9.3.3 The Audit is to be carried out on a random selection of cars, approved for delivery, with no open known remarks. 9.3.4 Certified product auditors assess the product as a critical customer/trained observer against the set quality standards and specifications. 9.3.5 Each concern is to be captured (nature and location) and classified. 9.3.6 Manning at the plant audit department must be in line with the sample size demands. 9.4 Operational Governance: 9.4.1 The Parties shall establish and maintain operational governance for the purpose of follow- up and alignment. 9.4.2 For certain matters, as agreed upon by both Parties from time to time, the Parties may decide to start up a specific joint quality fora for follow up purposes of specific items. 9.4.3 Suppliers representative in joint foras is Global Manufacturing Quality & Academy. 9.4.4 The VCPA quality metrics requirements will apply to all Contract Products. The Supplier and the Plant shall meet the standards of VCPA and the Supplier shall maintain such Agreement No.: PS22-050 18 standards. For the sake of clarity this involve that the sample size for VCPA process should be same as for Volvo branded products. 9.4.5 The Supplier shall regularly submit quality control, test reports and records as agreed by the Parties. 9.4.6 The assembly or any other activity connected to preparation or inspection of the Contract Products under this Agreement shall take place at the Plant by fully trained and qualified personnel allocated for the Contract Product. 9.4.7 The Supplier is responsible for conducting internal and external CoP testing of complete Contract Product stipulated by legal requirements applicable to related market regulations. For the avoidance of doubt, the Supplier is not responsible for CoP testing on component level. The Supplier is responsible for facilitating, coordinate and prove conformity in CoP Audits conducted by Third Party appointed by legislating authorities. 9.4.8 The Buyer is responsible for providing the CoP testing requirements to the Plant. The Buyer and Volvo Car Corporation AB have entered into a License, License Assignment and Service Agreement for development services (agreement number PS19-022 dated June 30, 2019) and will enter into a Change Management Agreement, under which Volvo Car Corporation AB provides development services which includes to document all CoP testing needed to fulfil legal requirements on the related markets. The Buyer utilizes these services in order to fulfil its obligations and responsibilities under this Section 9.8.1. 9.5 Inspection 9.5.1 When the Supplier has completed its work on the Contract Product it shall pass through the test line, where the Supplier will inspect the Contract Product and decide whether it fulfils the Technical Specification and is Factory Complete. The test line shall consist of a thorough inspection and, if the Buyer so requires, road tests, and otherwise in accordance with VCPA. 9.5.2 The Buyer shall be entitled, at its own expense and upon reasonable notice, to inspect during regular business hours the assembly of the Contract Products and may carry out tests on the Contract Products that have been parked at the last point of rest, in order to ascertain that the Contract Products meet the product and process quality requirements and complies with the Technical Specification. 9.6 Right to reject, defects and repair 9.6.1 The Contract Products delivered by the Supplier to the Buyer shall be Factory Complete and free from defects i.e. in conformity with the Technical Specifications and free from defects in materials and workmanship including manufacturing and assembly. [***] 9.6.2 [***] 9.6.3 For avoidance of doubt, the Supplier shall physically correct any defects found either prior to delivery of the Contract Products or while they are parked on the yard of the Plant. The Agreement No.: PS22-050 19 Buyer shall not be obliged to accept Contract Products if such have defects that have not been properly corrected. 9.6.4 [***] 9.6.5 [***] 9.6.6 Where the Buyer has rejected Contract Products under this Section 9, the Buyer shall have the right to determine the order of priority in which such Contract Products shall be repaired. 10. PERMITS 10.1 The Supplier is responsible for the operation of the Plant and shall hold all necessary permits required by all applicable laws and regulations for the Plant, including, but not limited to, to operate the Plant and to produce and sell the Contract Products under this Agreement (the “Permits”). 10.2 All Permits shall be valid so that the Supplier can produce and sell the Contract Products during the term of this Agreement. 11. WARRANTY, PRODUCT LIABILITY, RECALL AND OTHER CLAIMS 11.1 Other than as provided for in Section 9 above, the Supplier is not responsible for any warranty claims or similar in relation to the Contract Products. The Supplier warrants that the Contract Products are in conformity with the Technical Specifications and free from defects in materials and workmanship including manufacturing and assembly. In addition to this Section 11.1, what is set out below in this Section 11 shall apply. 11.2 If a defect is found in a Contract Product after delivery of a Contract Product, initial inspection should be carried out by the Buyer. If the Buyer finds that the defect is caused by Component quality, and thus the Buyer’s responsibility (which in turn may be the Component supplier’s responsibility under the Buyer’s agreement with such supplier), the Supplier shall together with the supplier of the Component carry out the final inspection and make joint decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is caused by Component quality, the Buyer shall bear all the damage and cost incurred from the whole event (which in turn may be the Component supplier’s responsibility under the Buyer’s agreement with such supplier, which governs the relationship between the Buyer and the Component supplier). If the Buyer under the agreement with the Component supplier has the right to claim compensation, VCCD shall actively support the Buyer with the relevant supplier recovery activities. If the Buyer finds that the defect is due to product design, the Buyer shall carry out the final inspection and make decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is due to product design, the Buyer shall bear all the damage and cost incurred from the whole event. If the Buyer finds that the defect is the Supplier’s responsibility in accordance with this Agreement, the Buyer shall together with VCCD carry out the final inspection and make joint decision with regard to the cause of the defect and action to be taken. If it is confirmed finally that the defect is the Supplier’s responsibility, the Supplier shall bear all the damage and cost incurred from the whole event. If the Parties cannot agree on the cause of the defect, the issue shall be escalated in Agreement No.: PS22-050 20 accordance with what is set out in Section 16.1. This Section 11.2 is at all times subject to Section 9. 11.3 [***] 11.4 [***] . 12. AUDIT RIGHTS 12.1 During the term of the Agreement, Buyer shall have the right to, upon reasonable notice in writing to Supplier, inspect Supplier’s books and records related to the deliverables under this Agreement and the premises where the deliverables under this Agreement are performed, in order to conduct quality controls and otherwise verify the statements rendered under this Agreement. 12.2 Audits shall be made during regular business hours and be conducted by Buyer or by an independent auditor appointed by Buyer. Should Buyer during any inspection find that Supplier or the deliverables does/do not fulfil the requirements set forth herein, Buyer is entitled to comment on the identified deviations. Supplier shall, upon notice from Buyer, take reasonable efforts to take the actions required in order to fulfil the requirements. In the event the Parties cannot agree upon measures to be taken in respect of the audit, each Party shall be entitled to escalate such issue to the Steering Committee. 12.3 Supplier may withhold information if Supplier demonstrates that disclosing that information would be unlawful, would violate stock exchange regulations, or would breach a confidentiality obligation contained in a contract between Supplier and anyone other than one of its Affiliates. 13. TRADEMARKS 13.1 General For the avoidance of doubt, this Agreement shall in no way be construed as to give any of the Parties any right whatsoever to use any registered or unregistered trademarks or brand names owned or licensed by another Party or its Affiliates, except in the manner and to the extent set forth in this Agreement or expressly consented to in writing by that other Party. 13.2 Volvo Cars brand name 13.2.1 For sake of clarity, it is especially noted that this Agreement does not include any right to use the ‘Volvo’ brand name or trademarks, or refer to ‘Volvo’ in communications or official documents of whatever kind. 13.2.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Volvo’ brand name or ‘Volvo’ trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. The Parties acknowledge that the ‘Volvo’ Trademarks as well as the ‘Volvo’ name is owned by Volvo Trademark Holding AB and that the right to use the name and the ‘Volvo’ Trademarks is subject to a license
Agreement No.: PS22-050 21 agreement, which stipulates that the name, Trademarks and all thereto related intellectual property can only be used by Volvo Cars and its Affiliates in relation to Volvo products. 13.3 Polestar brand name 13.3.1 Correspondingly, it is especially noted that this Agreement does not include any right to use the ‘Polestar’ brand name, or Trademarks, or refer to ‘Polestar’ in communications or official documents of whatever kind. 13.3.2 This means that this Agreement does not include any rights to directly or indirectly use the ‘Polestar’ brand name or ‘Polestar’ Trademarks, on or for any products or when marketing, promoting and/or selling such products, or in any other contacts with Third Parties, e.g. in presentations, business cards and correspondence. 13.4 Trademark on Contract Products 13.4.1 Notwithstanding the above, the Supplier is hereby granted the right to use the Buyer’s trademarks but solely to apply such trademark on the Contract Product in accordance with the Technical Specification or as otherwise instructed by the Buyer. 13.4.2 Any other use of the Buyer’s trademark, including the one on the Contract Products, is subject to the Parties entering into a trademark license agreement. 14. LIMITATION OF LIABILITY 14.1 Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this Agreement. 14.2 Each Party’s aggregate liability for any damage arising out of or in connection with this Agreement shall be limited to [***] 14.2.1 Any compensation claims paid by a Party under any relevant [***]Chengdu manufacturing agreement shall reduce the aforementioned liability cap amount for that Party during the relevant calendar year. For the avoidance of doubt the aggregated liability for Supplier towards Polestar Companies [***]under any relevant [***]Chengdu manufacturing agreements. The aggregated liability for Polestar Companies towards Supplier shall not exceed [***]under any relevant [***]Chengdu manufacturing agreements. 14.2.2 Any damage paid under this Agreement from the Supplier to the Buyer shall never become part of the cost base for the Contract Products. 14.3 The limitations of liability set out in this Section 14 shall not apply in respect of damage; (a) caused by wilful misconduct or gross negligence, (b) caused by a Party’s breach of the confidentiality undertakings in Section 17 below, (c) caused by a Party’s exit subject to Section 18.4below. Agreement No.: PS22-050 22 14.4 The limitations of liability set out in Sections 14.1-14.2 shall not apply in respect of Section 15 below, with the exception of any Third Party claims on Intellectual Property Rights infringement to which Section 14.1-14.2 shall apply. 15. INDEMNIFICATION 15.1 [***] . 15.2 Supplier shall after receipt of notice of a claim which may reasonably be indemnifiable pursuant to Section 15.1 above, promptly notify Buyer of such claim in writing and Buyer shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third Party presenting the claim and/or intervene in any suit or action. Buyer shall at all times keep Supplier informed of the status and progress of the claim and consult with Supplier on appropriate actions to take. If Buyer fails to or chooses not to take actions to defend Supplier within a reasonable time, or at any time ceases to make such efforts, Supplier shall be entitled to assume control over the defence against such claim and /or over any settlement negotiation at Buyer’s cost. Any settlement proposed by Buyer on its own account must take account of potential implications for Supplier and shall therefore be agreed in writing with Supplier before settlement. Each Party will at no cost furnish to the other Party all data, records, and Agreement No.: PS22-050 23 assistance within that Party’s control that are of importance in order to properly defend against a claim. 15.3 Supplier and Buyer acknowledge that Supplier may only be indemnified once for each event. 15.4 Buyer is responsible to obtain and maintain an insurance to cover its obligations under Section 15.1 of this Agreement with the exception of Third Party claims on Intellectual Property Rights infringement. 15.5 This clause shall not limit or prevent any rights or remedies available for the Buyer to claim damages from the Supplier under this Agreement. 16. GOVERNANCE AND CHANGES 16.1 Governance 16.1.1 The Parties shall act in good faith in all matters and shall at all times co-operate in respect of changes to this Agreement as well as issues and/or disputes arising under this Agreement. 16.1.2 The governance and co-operation between the Parties in respect of this Agreement shall primarily be administered on an operational level. 16.1.3 In the event the Parties on an operational level cannot agree upon aspects relating to the co- operation between the Parties, each Party shall be entitled to escalate such issue to the Steering Committee. 16.1.4 If the Steering Committee fails to agree upon a solution of the disagreement the relevant issue should be escalated to the Strategic Board for decision. 16.2 Change management 16.2.1 For any changes or updates of the Technical Specifications, the Buyer shall notify the Supplier of its requested change and the Supplier shall provide feedback to the Buyer of potential consequences of the requested change regarding both cost and effect on delivery time. Details regarding change management should follow the change management procedure used by the Parties. 16.2.2 The Supplier undertakes to immediately incorporate any changes in the Components, in the Contract Products or in manufacturing engineering processes related thereto in accordance with strict batch sequence orders and plans as agreed by the Parties. The Supplier shall bear the costs for all the described work. All related work performed by the Supplier shall be charged back to the Buyer as part of the price for the Contract Products. 17. CONFIDENTIALITY 17.1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Parties. 17.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Agreement No.: PS22-050 24 Third Party, unless the exceptions specifically set forth below in this Section 17.2 below apply or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder, as well as with the exception of such personnel of Volvo Cars and Polestar with a need to know as for the Parties to perform their duties hereunder and in relation to the operation of the Plant. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; or (e) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 17.3 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 17. 17.4 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information. 17.5 If any Party violates any of its obligations described in this Section 17, the violating Party shall, upon notification from the other Party, (i) immediately cease to proceed such harmful violation and take all actions needed to rectify said behaviour and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section
Agreement No.: PS22-050 25 21.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 17.6 This confidentiality provision shall survive the expiration or termination of this Agreement without limitation in time. 18. TERM AND TERMINATION 18.1 Term and termination 18.1.1 This Agreement shall become effective when signed by duly authorised signatories of each Party, and shall, unless terminated in accordance with the principles set forth in this Agreement, remain in force for a period of seven years after start of production, Job1. Should Buyer wish to continue production after seven years the Parties shall, in good faith, negotiate a possible prolongation of this Agreement. This Agreement may be terminated in accordance with what is set out below in this Section 18.1. 18.1.2 Either Party shall be entitled to terminate this Agreement with immediate effect, in the event; (a) the other Party commits a material breach of the terms of this Agreement, which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); or (b) the other Party breaches any of its representations or warranties under Section 19.2.3, 19.2.4 or 19.3, or any representations or warranties set forth in Section 19.2.3, 19.2.4 or 19.3 has failed to be true and correct at any time; (c) a Party’s ability to fulfil its obligations under this agreement is materially affected by the imposition of economic sanctions or export control laws and regulations; or (d) if the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 18.1.3 [***] 18.1.4 Upon termination in accordance with this Section 18, the Parties should agree on how to handle supply of spare parts for the period after termination. 18.2 Change of Control A Party shall be entitled to terminate this Agreement in the event that any Change of Control (as defined below) has occurred in the other Party, unless the other Party’s prior written consent has been obtained. “Change of Control” means (a) in the case of the Buyer, the Buyer ceasing to be controlled Polestar Automotive Holding UK PLC or (b) in the case of the Supplier, the Supplier ceasing to be controlled by Volvo Car AB (publ). Agreement No.: PS22-050 26 18.3 Consequences of termination 18.3.1 Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties on the date of termination, unless expressly waived in writing by the Parties. 18.3.2 Unless otherwise agreed by the Parties, upon expiry or termination of this Agreement, the rights of the Supplier referred to in this Agreement hereof shall cease and the Supplier shall forthwith cease to assemble the Contract Product or any Components thereof. 18.3.3 The Supplier shall upon expiry or termination of this Agreement make no further use of the Technical Information and Know-How owned or associated with the Buyer and shall return to the Buyer, at the Supplier’s expense, the Technical Information in tangible form Agreement No.: PS22-050 27 and any reproductions or copies thereof or, at the Buyer's option, present acceptable evidence that the same have been completely destroyed. 18.3.4 The Supplier shall forthwith take all action necessary to transfer all licenses or registrations issued by the relevant authorities for the Contract Product to the Buyer or, if this is not possible, to arrange for cancellation of such licenses or registrations. 18.3.5 Upon termination of this Agreement, the Buyer shall within sixty (60) days after expiry, purchase at fair market value any non-defective Contract Product and/or Components and non-cancellable orders regarding supply to the Buyer. 18.3.6 Neither Party is entitled to claim compensation for goodwill, indemnities for loss of profit or of clientele, or consequential loss by reason of termination of this Agreement. 18.3.7 In case of a termination in accordance with Section 18.1, however not in case Section 18.3.8 applies, Section 18.5 shall apply. 18.3.8 [***] 18.3.9 [***] 18.4 Exit 18.4.1 [***] 18.4.2 [***] 18.4.3 [***] 18.5 End of Production 18.5.1 [***] 18.5.2 [***] 19. RESPONSIBLE BUSINESS 19.1 Compliance with laws, internationally recognized principles concerning business and human rights and Code of Conduct 19.1.1 Each Party shall comply with the laws, and regulations of the country/countries where it operates and all other laws and regulations of any other jurisdiction which are, at the time for signing the Agreement or later during the validity of this Agreement become, applicable to the business and the activities of the Parties in connection with this Agreement. 19.1.2 Without limiting the generality of the foregoing, Parties shall at all times follow: (i) all applicable laws, regulations and statutory requirements applicable to the Parties when performing their respective obligations under this Agreement. This includes, but is not limited to those relating to the protection of people’s free enjoyment of labor laws, i.e. such national laws regulating working conditions, work place health and safety, discrimination and the right to freedom of association and collective bargaining; Agreement No.: PS22-050 28 (ii) internationally recognized human rights contained in the International Bill of Human Rights (i.e. the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights); UN Guiding Principles on Business and Human Rights; Ten Principles of the United Nations Global Compact (UNGC) covering human rights, labor standards, the environment and anti-corruption; the eight core ILO conventions as set out in the ILO Declaration of Fundamental principles and Rights at Work; where relevant, United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP); and (iii) the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. 19.1.3 Volvo Car Group has adopted a corporate Code of Conduct for its business called Our Code – How we act (the “Volvo Cars Code of Conduct”) available at group.volvocars.com/sustainability, to which Supplier and its affiliates are bound. Polestar has adopted a Code of Conduct for its business (the “Polestar Code of Conduct”) available at legal.polestar.com/ethics, to which Buyer and its affiliates are bound. Parties agree that these two documents are expressions of the same or similar principles of good conduct, and hereby declare to each other that they shall adhere to, and shall cause their directors, officers, employees and contractors to adhere to, their respective Code of Conduct or similar principles, in their performance of their respective obligations under this Agreement. 19.1.4 Volvo Car Group has adopted a Code of Conduct for Business Partners (“the Volvo Cars Code of Conduct for Business Partners”) available at group.volvocars.com/sustainability. Polestar has adopted a Code of Conduct for Business Partners (“the Polestar Code of Conduct for Business Partners”). Parties agree that these two documents are expressions of the same or similar principles of good conduct. The Parties agree to make commercially reasonable efforts to ensure that their respective Business Partners (as defined in the applicable Code of Conduct for Business Partners), to the extent relevant for the performance under this Agreement, are committed to follow the applicable Code of Conduct for Business Partners, or similar principles. 19.1.5 If Buyer reasonably suspects that Supplier does not adhere to (i) Volvo Cars Code of Conduct, and (ii) internationally recognized principles concerning business and human rights as described in Section 19.1.2 (i) and (ii) when performing its obligations under this Agreement, then Buyer shall have the right, either directly or through an independent third- party auditor appointed by Buyer, to conduct an on-site inspection. Any such inspection is subject to prior reasonable notice in writing from Buyer to Supplier. All information obtained during such an inspection shall be considered Confidential Information and be subject to the confidentiality undertaking in Section 17, unless the Parties agree otherwise Buyer shall ensure that any independent third-party auditor undertakes the same
Agreement No.: PS22-050 29 confidentiality undertakings and obligations as those applicable to Buyer in this Agreement. 19.2 Export control, sanctions and customs rules 19.2.1 Supplier shall obtain and maintain any export license(s) required to sell Contract Products to Buyer. 19.2.2 Supplier shall, upon request, provide Buyer with all information and documentation necessary or useful for Buyer to comply with laws relating to export or re-export of the Contract Products to Europe and any other country agreed between the Parties. 19.2.3 Buyer and Supplier hereby represent and warrant respectively that, neither it nor any of its Affiliates, officers, directors or employees (to the best of its knowledge): (i) Is, has been or will be a Restricted Party, and (ii) shall not, when performing its obligations under this Agreement (a) conduct any business activity, directly or indirectly, with any Restricted Party, including by supplying to Buyer items sourced from a Restricted Party, (b) conduct any business activity involving any Sanctioned Territory, (c) conduct any business activity that is prohibited or restricted under trade sanctions or export control laws applicable to the Parties when performing under this Agreement, or (d) engage in any transaction that evades or attempts to violate restrictions under any trade sanctions or export control laws referenced in (a)-(c) above. 19.2.4 Buyer represents and warrants that the Buyer will not sell, provide, or transfer the Contract Products to any person located in a Sanctioned Territory, Russia, Belarus or to any Restricted Party. 19.3 Anti-Corruption 19.3.1 Parties represents and warrants that it and its directors and officers: (i) will, when performing under this Agreement, conduct their operations and transactions in compliance with all applicable laws, regulations and rules relating to anti-money laundering, anti-bribery and anti-corruption, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and all other applicable laws prohibiting bribing government officials and private persons (the “Anti-Corruption Laws”), and (ii) are not and have not been within a five-year period prior to the date of this Agreement condemned or sentenced by any judicial or administrative authority for any corrupt or illegal practice under the Anti-Corruption Laws. 19.4 Each Party represents and warrants that it has implemented policies and procedures aiming at preventing corruption and bribery, including effective sanctions against any activity of its directors, officers and employees that might be considered a corrupt or illegal practice under the Anti-Corruption Laws. 19.5 Cybersecurity 19.5.1 In addition to its compliance with applicable laws and regulations in accordance with Section 19.1.1., and in particular with respect to cyber security, Supplier will follow such Agreement No.: PS22-050 30 standards, regulations and requirements, which in Supplier’s sole discretion, are deemed relevant and applicable for the manufacturing of the Contract Products. 20. MISCALLENOUS 20.1 Force majeure 20.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, (whether involving its own workforce or a Third Party's), failure of general energy sources delivering energy to the plant, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion, mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, confiscation, armed conflict, malicious damage, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions. 20.1.2 A non-performing Party, which claims there is a Force Majeure Event, and cannot perform its obligations under this Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 20.2 Notices 20.2.1 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this Agreement must be in legible writing in the English language delivered by personal delivery, facsimile, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which shall be deemed to have occurred: (a) in case of personal delivery, at the time and on the date of personal delivery; (b) if sent by facsimile or email transmission, at the time and on the date indicated on a confirmation of successful transmission page relating to such facsimile transmission or at the time and date indicated on a response confirming such successful email transmission; (c) if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or (d) at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any party by email, such party shall also provide a copy of such notice, demand, request or other communication by using one of the other methods. Agreement No.: PS22-050 31 20.2.2 All such notices, demands, requests and other communications shall be sent to: (a) To Supplier: Zhongjia Automobile Manufacturing (Chengdu) Co. LTD Attention: [***] Related Party Business Office Email: [***] With a copy not constituting notice to: Zhongjia Automobile Manufacturing (Chengdu) Co. LTD Attention: Legal Department Email: [***] (b) To Buyer: Polestar Performance AB Attention: [***] Assar Gabrielssons väg 9 405 31 Göteborg Sweden Email: [***] With a copy not constituting notice to: Polestar Performance AB Attention: General Counsel Assar Gabrielssons väg 9 405 31 Göteborg Sweden Email: [***] 20.3 Assignment Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s prior written consent. 20.4 Waiver Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the infringing party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 20.5 Severability In the event any provision of this Agreement is wholly or partly invalid, the validity of the Agreement as a whole shall not be affected and the remaining provisions of the Agreement Agreement No.: PS22-050 32 shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended. 20.6 Entire Agreement All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this Agreement are superseded by this Agreement. 20.7 Amendments Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. 20.8 Survival If this Agreement is terminated or expires pursuant to Section 18 above, Section 17 (Confidential Information), Section 20 (Governing Law), Section 21 (Dispute Resolution) as well as this Section 19.11, shall survive any termination or expiration and remain in force as between the Parties after such termination or expiration. 20.9 Protection of Personal Data The Parties shall conduct any processing of Personal Data in compliance with applicable national, federal, state, and international laws and regulations relating to such Personal Data now or hereafter in effect. The Parties acknowledge that the intention is that neither Party will process Personal Data on behalf of the other Party under or in connection with this Agreement. Notwithstanding this Section 19.12 if either Party anticipates that a Party will process Personal Data on behalf of the other Party in connection with this Agreement, that Party shall promptly notify the other Party of that fact. To the extent necessary, the Parties to this Agreement shall then negotiate in good faith amending this Agreement to permit the processing of Personal Data is performed in a way that complies with applicable laws, and neither Party shall process Personal Data on behalf of the other until this Agreement has been so amended or supplemented. 21. GOVERNING LAW This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China without giving regard to its conflict of laws principles. 22. DISPUTE RESOLUTION 22.1 Escalation principles 22.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten (10) days of receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such
Agreement No.: PS22-050 33 position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 22.1.2 The members of the Steering Committee shall use reasonable endeavours to resolve a deadlock situation in good faith. As part thereof, the Steering Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect. 22.1.3 If the Steering Committee cannot settle the deadlock within thirty (30) days from the deadlock notice pursuant to the section above, despite using reasonable endeavours to do so, such deadlock will be referred to the Strategic Board for decision. Should the matter not have been resolved by the Strategic Board within thirty (30) days counting from when the matter was referred to them, despite using reasonable endeavours to do so, the matter shall be resolved in accordance with Section 21.2 below. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the Strategic Board immediately and Section 21.1.2 above shall not apply. 22.1.4 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 17 above. 22.1.5 Notwithstanding the above, the Parties agree that either Party may disregard the time frames set forth in this Section 21.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent character and where the applicable time frames set out above are not appropriate. 22.2 Arbitration 22.2.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall, be submitted to China International Economic and Trade Arbitration Committee (“CIETAC”) for arbitration, which shall be held in Shanghai and conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration, whereas the language to be used in the arbitral proceedings shall be English and Chinese. The arbitral tribunal shall be composed of three arbitrators. 22.2.2 Irrespective of any discussions or disputes between the Parties, each Party shall always continue to fulfil its undertakings under this Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 22.2.3 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to this Agreement, each Party expressly waives the defence of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver Agreement No.: PS22-050 34 includes a waiver of any defence of sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 22.2.4 All arbitral proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. ______________________________ [SIGNATURE PAGE FOLLOWS] Agreement No.: PS22-050 35 The Parties may execute this Amendment in counterparts which taken together will constitute one instrument. The Parties will receive one (1) each. ZHONGJIA AUTOMOBILE MANUFACTURING (Chengdu) Co. LTD POLESTAR PERFORMANCE AB By: /s/ Anders Öhlén By: /s/ Caroline Ahrenberg Printed Name: Anders Öhlén Printed Name: Caroline Ahrenberg Title: Aithoized Signatory Title: Authorized Signatory Date: Date: By: By: Printed Name: Printed Name: Title: Title: Date: Date: Agreement No.: PS22-050 36 EXHIBIT 1 VOLUME PLANNING PROCEDURES 1. [***]
Agreement No.: PS22-050 37 EXHIBIT 2 CAR PRICING PRINCIPLES [***] Agreement No.: PS22-050 38 EXHIBIT 3 [***] Agreement No.: PS22-050 39 EXHIBIT 4A SUSTAINABILITY REQUIREMENTS 1. REQUIREMENTS 1.1 This appendix aim to secure Polestar sustainability requirements, the appendix is written in a collaborative manner. It´s focusing on securing data transfer and sustainability reporting. 1.1.1 Polestar’s sustainability requirements are sectioned according to the four main areas of focus - climate neutrality (2), transparency (3), inclusion (4) & circularity (5). 1.1.2 In all cases, these requirements are subject to change if deemed necessary. 1.2 Change Management 1.2.1 Changes affecting the initial sustainability targets detailed in these requirements shall be handled in line with the change management strategy for the vehicle. Cost and Sustainability upgrades and related Model Year (MY) changes should be undertaken collaboratively and implemented in a timely manner to support Polestars sustainability roadmap. 2. CLIMATE NEUTRALITY 2.1 Greenhouse Gas Emissions – Manufacturing 2.1.1 Energy use in the manufacturing plant (electricity, fuels, over the fence heating and cooling) aim to be 100 % climate neutral no later than 2025. 2.2 Greenhouse Gas Emissions – Supply Chain 2.2.1 Joint ambition to actively work towards and achieve climate neutral electricity for all sourced Tier 1 (T1) suppliers. 2.2.2 To ensure this, the turnkey supplier shall contact all active T1 suppliers in order for them to disclose their own emissions in scope 1 and 2, according to the GHG protocol starting from Agreement No.: PS22-050 40 2024. Suppliers shall also disclose whether they also report on scope 3, and if that is the case, disclose their full climate reporting according to GHG protocol (scope 1, 2, 3). 2.2.3 Where Polestar have expertise & technical data to support GHG emission reduction on common platform, collaborative working should be undertaking to support the implementation of these solutions for mutual benefit. 2.2.4 Renewable electricity should be accompanied by a certification or have the means to substantiate any claims in that regard. 2.3 Life Cycle Analysis (LCA) 2.3.1 The turnkey supplier shall provide Polestar with an updated cradle-to-gate carbon footprint, including battery, calculation for the main variants of requested MY, work to be initiated by a service request. 3. TRANSPARENCY 3.1 Blockchain Material Traceability 3.1.1 The following materials used in battery pack and modules shall/must be traced using blockchain technology: (a) Lithium, Nickel, Cobalt, natural graphite & Mica. 3.2 Supply chain transparency 3.2.1 The parties recognize the need to have a traceable supply chain in order to comply with current (UFLPA) and coming (such as the EU battery act, Corporate sustainability directive, EU proposal for a regulation on prohibiting products made with forced labour on the Union market) regulations. Volvo agrees, to the best of its effort, to ensure mapping of the supply chain in order with regulation requirements. 3.3 Conflict Mineral Reporting 3.3.1 The following materials shall continue to be reported according to the Responsible Minerals Initiative (RMI) Conflict Mineral Reporting template standards: (a) Tin, Tantalum, Tungsten & Gold (3TG). 3.3.2 Tin, Tantalum, Tungsten & Gold (3TG). Polestar requires company-specific reporting for with disclosure of smelters, their status, and their country of origin through campaigning towards suppliers in each project with aim of increasing numbers of conformant smelters. 3.4 Data Sharing 3.4.1 The parties recognize that ensuring compliance, fighting corruption and integrating environmental, social, and governance (ESG) topics into corporate strategy, operations and
Agreement No.: PS22-050 41 supply chain are a common effort, and best results can be achieved by sharing data on due diligence activities conducted on Tier 1 suppliers. 3.4.2 In this regard, Volvo shall: (a) conduct sanction screening during selection stage of Tier 1 DM suppliers for new sourcing, and monitor the existing suppliers against the below sanctions lists during the program : 3.4.2.a.1 EU sanctions lists. 3.4.2.a.2 UK sanctions lists 3.4.2.a.3 US lists: (1) OFAC Specially Designated National and Blocked Persons list, (2) OFAC Sectoral Sanctions Identifications List, (3) BIS Entity List, (4) BIS Denied Persons List, and (5) BIS Unverified List, OFAC - Non-SDN Chinese Military-Industrial Complex Companies List 3.4.2.a.4 UN Security Council Consolidated List 3.4.2.a.5 any other sanction list that would be applicable (b) Inform Polestar, without undue delay, and at minimum quarterly, of any Red flag related to Sanction and Sanction ownership and control (c) Assess corruption, reputation, and human rights risks, during selection stage of Tier 1 DM suppliers, and monitor such risks during the program (d) Promptly/ when such red flags arise, inform Polestar of material findings /Red flags, and on a quarterly basis 3.4.3 The parties agree to cooperate to define appropriate risk mitigation actions, and transparently report on progress and issues. 3.5 Sustainability reporting requirements 3.5.1 Polestar require documentation and supporting material related to sustainability reporting requirements such as, but not limited to, EU Taxonomy regulation (EU) 2020/852 and Corporate Sustainability Reporting Directive 2022/2464/EU on an annual basis. Agreement No.: PS22-050 42 Documentation requirements in accordance with the implementing and delegated acts of the regulations. 3.5.2 Prompt communication/reporting to Polestar’s C&E team in case of material finding. 3.6 Supply chain data 3.6.1 In order to enable Polestar to comply with due diligence and reporting obligations, Volvo shall make the data (name, address and country) of Tier 1 DM suppliers connected to Polestar products available to Polestar and provide such data on Polestar’s request. 4. INCLUSION 4.1 Agreed Code of Conduct for Business Partner for the manufacturing of the vehicle as well as by Direct Material (DM) suppliers and their components to be used. Revisions of the CoC for Business Partners must be agreed and aligned. 4.2 Due Diligence 4.2.1 Due diligence practices should be put in place according to OECD due diligence guidelines. These practices include how to embed responsible business conduct, identifying and assessing adverse impact, how to cease, prevent or mitigate and track impact on human rights and this must be transparently communicated so that corrective action plans can be implemented in manufacturing and in our common supply chains effectively. 4.2.2 The supplier shall put processes in place to avoid incompliance with laws and regulations during manufacturing of parts and components and for adhering to the laws and regulations on our sales markets. 4.2.3 During onboarding of Tier 1suppliers: (a) Ensure Self-Assessment Questionnaire (SAQ) is completed in NQC platform (b) Only select suppliers with >70% rating before SOP, or has an agreed roadmap (c) In case the supplier does not meet the 70 score, consult with Polestar to align if supplier can still be selected and define corrective actions. 4.3 Social third-party onsite audits 4.3.1 Existing Tier 1 suppliers, as selected through Turnkey supplier´s risk-based audit strategy program, to undergo third-party social audits. New Tier 1 suppliers shall undergo the Agreement No.: PS22-050 43 Turnkey supplier self-initiated audit program, Polestar to gain access to valid and updated audit report data and Corrective Action Plan (CAP) during the production phase. 4.3.2 Possibility for Polestar to perform own audits unless already performed by Volvo Cars. These should be planned and performed in discussions with Volvo cars. 4.3.3 For materials used in battery pack and modules transparently implement third-party on- site social audits down the supply chain in high-risk markets. 4.4 Protecting Animal welfare 4.4.1 Animal based products, nappa leather and wool, must live up to the standards on Animal Welfare and the Five Freedoms. Polestar should be able to request and obtain access to Agreement No.: PS22-050 44 information about adherence and follow up on animal welfare status during production. Standards and certificates to be aligned between both parties. 5. CIRCULARITY 5.1 Raw Material Use 5.1.1 The recycled content (PCR and PIR) for the following materials in the vehicle shall be identified and disclosed, and where possible, increased until end of production: (a) Aluminium (b) Steel (c) Plastics (d) Copper (e) REEs (e-machine) – (target 50% PCR) 5.1.2 The recycled content (PCR and PIR) for the risk minerals in the batteries shall be identified and disclosed, and where possible, increased until end of production. 5.1.3 Where bio-based materials are used (e.g. in the interior), the quantity and type of biomaterial shall be identified and disclosed. 5.1.4 The supplier shall work continuously through model year improvements to reach the highest technically feasible recycled content for all materials throughout the vehicle lifetime. 5.1.5 The supplier shall work continuously through model year improvements to identify material substitutions where fossil-based and virgin materials can be replaced with more circular materials. 5.1.6 All materials containing recycled content and/or bio content should preferably be accompanied by a valid third-party certification or as a minimum have the means to substantiate any claims in that regard. 5.2 Hazardous substances 5.2.1 The supplier shall support Polestars goal of minimising the use of EU Candidate List substances (Candidate List of substances of very high concern for Authorisation (published in accordance with Article 59(10) of the REACH Regulation) and per- and polyfluoroalkyl substances (PFAS), used in both the product and the manufacturing processes. The cars shall be compliant with Volvo cars RSMS. 5.2.2 Candidate List substances and PFAS shall be identified and disclosed to Polestar on a yearly basis. In addition, data on Candidate List substances shall be disclosed and reported to Polestar at every update of the EU Candidate List, if the update concerns substances present in the cars. The information shall at least include substance name, CAS-number (if applicable), amount (w/w), material/component name, alternatives assessment (yes/no),
Agreement No.: PS22-050 45 outcome of alternatives assessment (if applicable), expected phase out date (if applicable) and date for next alternatives assessment. 5.3 IMDS substance data to mitigate future supply chain and compliance risks 5.3.1 The supplier commits to support Polestar in gathering and to disclose information on substances and substance groups, used in materials/components that are material to Polestar to be able to mitigate future supply chain and compliance risks. Agreement No.: PS22-050 46 EXHIBIT 4B MANUFACTURING SUSTAINABILITY REQUIREMENTS 1. [***]
PS23-023 Amendment Agreement Template v20190325 C