REGULATIONS OF BANK ACCOUNTS, PAYMENTS AND ELECTRONIC BANKING SERVICES FOR INSTITUTIONAL CLIENTS HANDLED IN THE MIDAS SYSTEM

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1 REGULATIONS OF BANK ACCOUNTS, PAYMENTS AND ELECTRONIC BANKING SERVICES FOR INSTITUTIONAL CLIENTS HANDLED IN THE MIDAS SYSTEM Table of Contents: I. General Provisions... 1 II. Bank Accounts Regulations... 2 III. Regulations of Ordering and Executing payments... 6 IV. Regulations of inord Business Users... 8 V. Complaints, Agreement Termination and Final Provisions... 9 I. GENERAL PROVISIONS 1 1. These Regulations lay down the rules of opening bank accounts and maintaining these accounts by the Bank, the rules of ordering and carrying out payments as well as the rules of making available and using the inord Business electronic banking system by national and foreign entities in relation to the economic or gainful activity of these entities. The terms used hereinabove shall be defined as follows: 1) national entities, i.e.: entrepreneurs which as defined in the Act of 2 July 2004 on the Freedom of Economic Activity (Dziennik Ustaw [Journal of Laws] No. 173, item 1807) are individuals, legal persons and organisational units without legal personality but awarded legal capacity under a separate statute carrying out economic activities on their own behalf. Entrepreneurs shall also comprise partners of civil law partnerships in the scope of their economic activity carried out; 2) foreign entities, i.e.: individuals and legal persons as well as organisational units without legal personality which according to the provisions of the Polish foreign exchange laws are regarded as non-residents. 2. The Regulations shall apply solely to the entities handled by the Bank in the MIDAS system. 2 The terms used in these Regulations shall have the meanings set forth hereinbelow: Bank Beneficiary CEIDG Value Date Disposal Business Day Users Rights Form Cut-off Time Password Access Password Starter Password Identifier Users Rights Card Specimen Signature Card Specimen Electronic Signature Card Private Key Public Key Authorisation Letter Carrier Key Print Regulations Bank DnB NORD Polska S.A. An individual, a legal person or another organisational unit being the addressee of the transfer. Central Business Activity Registration and Information System. Moment in time from which or by which the supplier compounds interest on funds which have been debited from or credited to the bank account. A transfer disposal in national and foreign trading. A day on which the Bank is open for business, i.e. a day on which the Bank carries out an activity necessary to execute a Disposal. A document containing personal data of the System Users indicated by the Account Holder and constituting Attachment no. 2a and 2b to the Agreement. Time by which the Bank executes orders during the relevant day. A combination of signs determined by the Holder after the provision of which the Bank will provide information about the balance in the accounts by phone to the caller. A combination of signs known only to the User which together with the Identifier enables access to the System. A combination of signs which together with the Identifier is used to log into the System for the first time and is provided to the User in a safe envelope. A unique number ascribed by the Bank to each User in the System to which their personal data is unambiguously linked. A document containing data about the scope of Users rights in the System and to Bank Accounts made available via the System and constituting Attachment no. 2b to the Agreement. A document in the paper form enclosed to the Agreement and constituting Attachment no. 1 to the Agreement. Part II of the Users Rights Form containing in particular data about the Users having powers to authorise Disposals. An Electronic Signature Key enabling authorised Users to affix the Electronic Signature under the Disposal. Within the meaning of the Electronic Signature, this Key is a private key known only to the User and it is an electronic reflection of the Client s signature enabling them to authorise orders sent to the Bank via the inord Business System. Clients are obliged to store the Key on the Carrier indicated by the Bank. The second (public) part of the Electronic Signature Key stored on the bank server and used to authorise the Private Key. The value up to which the User may place Disposals in accordance with the approval schemes determined in the Specimen Electronic Signature Card. USB cryptographic carrier a device securing the Private Code recorded on it and used to authorise the Disposal. A combination of signs visible in the System characteristic of the Private Key generated. Regulations of bank accounts, payments and electronic banking services for institutional clients Page 1 of 11

2 PIN Electronic Signature Holder Banking Law Polish Foreign Exchange Laws SEPA Transfer Cross-border Transfer Account System Table of Fees and Charges Help Desk Agreement Account Agreement inord Business Agreement User Managing User (Super User) handled in the MIDAS system. A combination of signs known solely to the User which is used by them to authorise Disposals in the System with the use of the Private Key. The electronic signature as defined in the Act of 18 September 2001 on the Electronic Signature. The entity referred to in Section 1 which has concluded the Agreement with the Bank. The Act of 29 August 1997 the Banking Law (consolidated text Dziennik Ustaw [Journal of Laws] of 2002 No. 72, item 665 as amended) and the implementing provisions thereto. The Act of 27 July 2001 Polish Foreign Exchange Laws (Dziennik Ustaw [Journal of Laws] of 2002, No. 141, item 1178 as amended) and the implementing provisions thereto. A transfer executedd in accordance with the SEPA standards (Single Euro Payments Area). A transfer executed in trading with the Member States of the European Union as well as with Iceland, Liechtenstein and Norway in an amount not exceeding the equivalent of EUR 50,000 converted at the average exchange rates published by the National Bank of Poland on the day of accepting the relevant order. The current and/or auxiliary account of the Holder at the Bank. The inord Business electronic banking system a service consisting in providing access to information and placing Disposals from the Holder s Accounts with the use of an Internet connection. The current table of fees and charges communicated on a case-by-case basis to the Clients handled in the MIDAS system in force at the Bank on the basis of a Management Board Resolution in accordance with the Agreement. Assistance and customer support by phone within the System. The times at which Help Desk Consultants are available are specified on the Bank s website at /kontakt/infolinia. The Integrated Agreement with provisions concerning the rules of maintaining accounts and providing services via the inord Business electronic banking system for Clients handled in the MIDAS system. The Agreement to maintain accounts for Clients handled in the MIDAS system. The Agreement to provide services via the inord Business electronic banking system. A person indicated by the Client in the Users Rights Form entitled to use the System for and on behalf of the Client. A person who on the basis of their rights is entitled to use the System on behalf and with the consent of the Holder and who is entitled to limit the rights of other System Users. II. BANK ACCOUNTS REGULATIONS 3 The Bank shall accept full liability for the funds deposited at it and it shall be obliged to ensure appropriate protection thereof. The Bank shall not accept liability for damage caused by the Holder s activities or any other damage as long as it was caused by factors beyond the control of the Bank. 4 In the case any of the provisions of the Regulations or the Agreement was or became invalid wholly or in part, the provisions of the Regulations and the Agreement shall remain in force unless it follows from the circumstances that without the provisions affected by invalidity the Agreement would not have been concluded. Any gap in the Regulations and the Agreement resulting therefrom as well as any existing gap shall be filled in by the provision as close as practicable to the economic objective hereof The Holder shall be obliged to: 1) immediately notify the Bank in writing of any changes concerning the Holder which affect the contents and the performance of the Agreement. The Holder shall be in particular obliged to notify the Bank of: a) a change of the address and/or the name, b) a change in persons representing the Holder, c) a change in the company stamp, d) a loss or obtaining licences/permits, e) submitting a motion to declare the Holder bankrupt, f) liquidating the Holder; 2) provide, at each request of the Bank, explanations in matters related to: a) transactions executed in the Account, b) maintaining the Account by the Bank. 2. Persons: 1) representing the Holder, 2) having powers of attorney to manage the funds in the Holder s Account shall be obliged to present their ID documents at each request of the Bank. Page 2 of 11

3 Concluding the Agreement and Opening Accounts 6 1. Prior to concluding the Agreement, the Holder shall be obliged to submit to a branch of the Bank original copies or copies certified by a notary or an employee of the Bank of the following documents: 1) if they are a national entity: a) documents on the basis of which the entity carries out its activity, i.e. the articles of association, the deed of company formation etc. and an extract from the National Court Register (the extract should be issued within 3 months before its submission to the Bank) and a certificate of an entry to the Central Business Activity Registration and Information System ( CEIDG ), b) notification of assigning the statistical number (REGON), c) a certificate issued by the competent tax office on assigning the tax identification number (NIP), d) other documents if such an obligation results from separate provisions or if the Bank recognises that they are mandatory to conclude the Agreement; 2) if they are a foreign entity: a) a current extract from the Commercial Companies Register or other current official document containing basic data about the foreign entity, b) an opinion of the foreign bank maintaining the account of the foreign entity, c) other documents if the Bank recognises that they are mandatory to conclude the Agreement. 2. A foreign entity also may, except for the documents listed in Section 1 (2) hereinabove, submit the certificate of residence to the Bank in the case where this entity is not subject to unlimited tax liability in the territory of the Republic of Poland. Submitting this document by a foreign entity shall authorise the Bank to charge a preferential rate of the lump sum income tax in the payment of interest to this entity. 3. In the case when the Holder is an individual carrying out an economic activity on the basis of an entry to the CEIDG, the Holder shall be obliged to submit a certificate of an entry to the CEIDG in the form of an electronic document or printout from the website of the CEIDG. The Bank shall verify the entry presented. 4. Documents issued abroad should be certified to be in compliance with the law of the place of issue by: 1) appending the apostille clause in accordance with the Hague Convention Abolishing the Requirement for Legalisation of Foreign Public Documents of 5 October 1961 Dziennik Ustaw [Journal of Laws] of 2005 No. 112, item 938; 2) a Polish diplomatic or consular mission; 3) a local notary in countries which are not signatories of the Convention referred to above in which there are no Polish diplomatic or consular missions. 5. Documents issued in foreign languages shall be submitted to the Bank together with their translation into the Polish language if they were issued in a language other than English. Such documents should be translated by a certified translator. Translations made by a foreign translator should be certified in the manner stipulated in Section 4 hereinabove The Agreement shall be concluded in writing on the basis of documents ascertaining the legal status of the Holder and other documents required by the Bank as referred to in Clause 6 (1). 2. The Agreement may be concluded for a definite or an indefinite time 3. The Account Agreement may provide for maintaining more than one Account. 4. Each subsequent Account shall be opened after the Holder has placed a relevant instruction: 1) written instruction Application to open an account within the Agreement, signed in accordance with the Holder s mode of representation by persons authorised thereto, or 2) an electronic application submitted via the System, approved in accordance with the Holder s mode of representation by persons authorised thereto and having appropriate rights in the System. 5. The Bank shall notify the Holder of having opened another account in writing. Specimen Signature Card 8 1. The Specimen Signature Card is a document indicating persons authorised to manage funds for and on behalf of the Holder in the scope and in the manner determined in it. 2. The Specimen Signature Card is used to keep records of the persons listed in Section 1 hereinabove, their signatures and identity data The Specimen Signature Card shall be deemed applicable to Disposals from all the Holder s accounts at the Bank unless the Holder places a separate instruction. 2. Whenever the persons specified in the Specimen Signature Card have lost rights to manage the Account, the Holder shall be obliged to notify the Bank thereof immediately. 3. The Bank shall not accept liability for damage which may be caused if the notification referred to in Section 2 hereinabove is not submitted. 4. The Holder shall be obliged to submit a new Specimen Signature Card with a letter annulling the previous one to the Bank in the case of dismissing current proxies, appointing new ones and in the case of any change in the data of both the proxies and the persons authorised to submit statements of intent on behalf of the Holder. 5. The new Specimen Signature Card shall be effective as of the Business Day following the day on which it was submitted to the Bank. The Bank shall have the right to refuse to accept a new Specimen Signature Card if the persons referred to in Clause 10 (1) are not duly authorised to represent the Holder. The Bank shall notify the Holder of having refused to accept the Specimen Signature Card immediately. Page 3 of 11

4 10 1. Persons authorised to submit statements of intent on behalf of the Holder who affixed their signatures on the Specimen Signature Card shall be liable for the authenticity and validity of the signatures thereon. 2. The Specimen Signature Card shall constitute an integral part of the Agreement. Powers of Attorney The Holder may grant a power of attorney to manage funds maintained in the Holder s Accounts. 2. The power of attorney may be permanent or it may apply to one transaction alone. 3. The proxy may grant further powers of attorney only when they are authorised thereto in their power of attorney. 4. The Holder may grant a power of attorney: 1) on the Specimen Signature Card, 2) by submitting an appropriate statement of intent in a separate document. 5. For the power of attorney to be effective: 1) the proxy shall affix their specimen signature on the Specimen Signature Card in the presence of an employee of the Bank or 2) the proxy s signature shall be certified by a notary. 6. The Bank may refuse to accept a power of attorney if the proxy is included in the sanctions lists of the European Union A permanent power of attorney may be granted only as a specific power of attorney within which the proxy is entitled to: 1) open and close accounts within the same Agreement, 2) negotiate and make decisions concerning the interest and other terms and conditions of maintaining the Accounts, 3) perform activities within the Agreement concluded with respect to bank accounts, in particular to place Disposals concerning these accounts, 4) terminate the Agreement. 2. A single power of attorney authorises to perform the single transaction specified therein A power of attorney to manage Accounts shall apply to all the Accounts maintained within one Agreement existing upon granting the power of attorney as well as those that will be opened in the future within the same Agreement, unless the Holder has instructed otherwise. 2. In the case of granting a power of attorney to another creditor to secure the payment of their claims with respect to the Holder, the scope of such a power of attorney shall be approved in writing by the Bank on a case-by-case basis Powers of attorney submitted to the Bank shall be deemed valid until they are revoked in writing or until they have expired by operation of the law or after the lapse of the term specified therein. 2. Revoking the power of attorney to manage the Accounts shall be effective as of the Business Day following the day on which a written notification of revoking the relevant power of attorney was submitted to the Bank. The Bank shall have the right to refuse to execute an Disposal already on the day of receiving such a notification if it was placed by a person whose rights to manage the Account have expired. Interest on Funds Maintained in Accounts Interest shall be paid on funds maintained in Accounts at the percentage rates determined by the Bank on an annual basis. 2. The current rate of interest paid on Accounts may be found in the Table of Fees and Charges constituting an Attachment to the Agreement and available on the Bank s website The Bank may change the rate of interest paid on the Accounts in the case of a failure of the Holder to satisfy the agreed terms and conditions on which the rate of interest depends. 2. Regardless of the provisions of Section 1 hereinabove, a change of the rate of interest depends on the occurrence of some or all of the following: 1) a change of the rate of the statutory reserve determined by the Monetary Policy Council and the terms and conditions of its contribution, 2) a change of the interest rate of the lombard loan of the National Bank of Poland, 3) a change of the rediscount rate of bills of exchange set by the Monetary Policy Council, 4) a change of the WIBOR/WIBID rates specifying the interest on inter-bank deposits, 5) a change in the profitability of treasury stocks (e.g.: treasury bills, treasury bonds), 6) a change of the inflation rate, 7) a change in the profitability of treasury instruments issued by the governments of particular countries in their national currencies, 8) a change in the rates of interest on deposits on the global currency and money market. 3. The Bank shall notify the Holder of a change of interest in writing and by an appropriate notification published on the Bank s website. Page 4 of 11

5 17 Interest shall be compounded: 1) on the last day of each month and paid to the Holder on the following Business Day, or 2) on the day preceding the day of closing the Account and paid to the Holder on the day of closing the Account Interest on funds maintained in the Accounts shall accrue as of the day on which funds were paid into the Account. 2. Interest on funds maintained in the Accounts shall cease to accrue on the day preceding the day of disbursing the whole or part of the funds with respect to the amount of this payment. 3. Interest shall not accrue on amounts frozen in the Accounts for the payment orders placed. 4. Interest shall not accrue on funds credited and withdrawn on the same day The day of crediting funds to the Account (the transaction day) shall be defined as: 1) the day of crediting funds at the Bank whenever the funds may be directly credited to the Account in accordance with the rules of carrying out orders in force at the Bank, 2) the date of crediting funds/submitting to the Bank required documents or an instruction to credit funds to the Account whenever the instruction may be executed in accordance with the rules of carrying out disposals/orders in force at the Bank. 2. The day of disbursing funds from the Account (the transaction day) shall be defined as the day on which the Principal s Disposal has been performed in accordance with the rules of carrying out orders in force at the Bank. Managing Funds Maintained in Accounts Persons authorised by the Holder: 1) specified in the registration documents of the Holder (after submitting earlier a specimen signature of this person certified by a notary) and/or 2) specified in the Specimen Signature Card and/or 3) specified in the Users Rights Form shall have the right to manage funds maintained in the Account in accordance with the indicated method of submitting statements of intent and/or the rights awarded to them. 2. The Holder may manage funds up to the balance of the Account and, in the case of concluding an overdraft credit facility agreement, up to the amount of this credit facility, subject to Section 7 hereinbelow. 3. In the case the Holder has withdrawn an amount exceeding the balance of the Account or the credit facility limit, the Bank shall treat the overdraft in the Account as an overdue debt. 4. The Bank shall request the Holder to repay the debt and between the day on which the debt arose and until the day preceding the repayment thereof the Bank shall charge interest at the rate determined for overdue overdraft in the zloty. The rate of interest charged on overdue overdraft in the zloty shall be communicated to the Holder in the Table of Fees and Charges. 5. Whenever the Bank has been notified by a court enforcement officer or by an administrative enforcement authority of attachment of claims from the Account in relation to the enforcement proceedings carried out, the Bank shall put the Holder s Accounts on permanent hold The Bank shall charge fees and charges for bank transactions according to the Table of Fees and Charges regardless of the balance of the Account and without a separate instruction of the Holder. 2. If the funds maintained in the Account are not sufficient to cover fees, charges and costs, the Holder shall be obliged to indicate another Account from which they will be covered. 3. The Bank shall reserve the right to collects its amounts due from the Holder from funds maintained in any other Account and also to convert the currency of the funds at the foreign exchange rates currently applicable at the Bank, to which the Holder hereby gives their consent The Holder s rights to manage funds in the Account may be restricted by way of: 1) legally valid court decisions, including decisions made during enforcement proceedings, 2) final decisions made by enforcement authorities in administrative enforcement proceedings, 3) other statements provided by the law, 4) instructions placed by the Holder, 5) occurrence of a prohibited overdraft in any of the Holder s Accounts. 2. The Holder may place a written instruction concerning: 1) the order of repaying certain liabilities, 2) putting a specific amount or the whole Account on permanent hold. 3. The Holder s Disposals referred to in Section 2 hereinabove may not put on hold payments of liabilities whose payment date may not be deferred (e.g. Holder s liabilities due and payable to the Bank under loan agreements if the loan is repaid regardless of the Holder s instructions) In the case payment cards have been issued to the Holder under separate arrangements, the Bank shall open a technical account to settle the transactions carried out with the payment cards issued to the Holder as well as fees and charges resulting from settling these transactions and also other fees and charges related to handling these cards. Page 5 of 11

6 2. The Holder hereby grants to the Bank an irrevocable power of attorney to debit the Account, regardless of the balance of this Account, with the total amount of debt arisen on the technical account due to transactions referred to in Section 1 hereinabove on payment dates agreed by the Holder and the Bank under separate arrangements. Account Statements and Reconciliation of Accounts The Holder who has concluded the inord Business Agreement with the Bank shall receive bank statements in an electronic form from the Bank after each daily change of the balance. The Bank shall charge an additional fee specified in the current Table of Fees and Charges for sending statements in paper from at request of the Holder. 2. The Bank shall send notifications of the balance of the Account (statement of account) at the end of the calendar year free of charge. 3. At written request of the Holder submitted to the Bank statements may be printed on a monthly basis or another basis agreed with the Holder and then sent to the principal office of the Holder by post. The Bank shall charge fees specified in the Table of Fees and Charges for the operations referred to above. 4. The Holder may use the service of obtaining information about balances by phone after submitting a separate instruction to the Bank. The Holder hereby accepts that the Bank shall not bear liability for any consequences of disclosing the Password to unauthorised parties by the Holder. The Bank shall charge an additional fee specified in the Table of Fees and Charges for the service referred to above The Holder shall be obliged to check whether the balance indicated in the statements and in the notification referred to in Clause 24 (1-3) is correct and report any irregularities to the Bank within 14 days from the day of receiving the relevant statement or notification. 2. In the case of having performed an incorrect transaction, the Bank shall have the right to adjust the incorrect entry in the Account only if the entry in the Account resulted from incorrect posting made by the Bank. The Bank shall immediately notify the Holder of having adjusted the entry and of the grounds thereof. 3. A failure of the Holder to report irregularities in the balance of the Account by the date specified in Section 1 hereinabove shall be treated as confirmation of the balance of the Account. III. REGULATIONS OF ORDERING AND EXECUTING PAYMENTS The Bank shall execute transactions in the Accounts on the basis of Disposals placed by the Holder (referred to as the Principal in the Regulations of Ordering and Executing Payments) to the Beneficiary indicated in forms permitted by the Bank, in particular via the System. 2. Disposals may be placed via the System 24/7 but they shall be executed only on Business Days. 3. Disposals from the Principal s Account at the Bank may be provided to the Bank in the form of SWIFT MT101 messages. Detailed rules of carrying out orders to pay in this mode shall be specified by separate arrangements between the Bank and the Holder as well as the Bank and the institution sending the SWIFT MT101 message. 4. The contents of written Disposals may not be modified in any way. 5. The company stamp, the name of the Principal and signatures on the Disposals placed by the Principal in writing shall be consistent with the company stamp, the name and the signatures specified in the Specimen Signature Card. It shall be prohibited to use the facsimile instead of the signature. 6. It shall be possible to place Disposals under individual arrangements with the Holder as long as any such a Disposal contains all the elements necessary to execute the order The Holder may place Disposals in the zloty and in the currency of the Account or any other convertible currency in which the Bank handles payments. 2. Payments in a currency in which the Holder does not have an Account or in which the Bank does not maintain accounts shall be converted in accordance with the rules stipulated in Section 3 hereinbelow and transferred to the Holder s Account. 3. In the case of payments and withdrawals in any other convertible currency than the currency of the Account which the relevant Disposal concerns, the buying and selling exchange rates applicable on the day of executing the transaction or buying or selling currency shall apply taking into account changes in the exchange rates during the transaction day; they shall be determined by the Bank and communicated to the Holder/User in the System. 4. The execution date of Disposals, as referred to in the Agreement, shall begin its course on the day of submitting a complete Disposal and after satisfying all the terms and conditions specified by the Bank, including submitting all the necessary data and ensuring funds to execute it, or on another day agreed in separate arrangements between the Bank and the Principal. The day of accepting the Disposal shall be defined as the day of submitting a complete Disposal by the Cut-off Time (the rules laying down the time limits by which Disposals are accepted by the Bank for execution are specified in the Table of Fees and Charges in force at the Bank). On this day the Principal s Account shall be debited with the amount of the Disposal and any other fees and charges for its execution with the stipulation that any fees and charges may be charged on other dates agreed with the Holder. 5. The amount of compensation for exceeding the dates of executing the Principal s Disposals as referred to in these Regulations shall amount to the equivalent of interest accrued on the amount covered by the Disposal for each day of delay according to the current rate of interest on funds maintained in the Account for the relevant currency. 6. In the case of any delay in executing a Disposal, the Bank shall pay to the Principal the interest on the amount covered by the order for the period from the end of the contractual date and, if such a date has not been specified, from the end of the fifth Business Day following the day of accepting the Disposal until the day of crediting the Beneficiary s account. Page 6 of 11

7 7. The interest referred to in Sections 5 and 6 hereinabove shall not be paid if the Bank determines that the delay occurred on grounds attributable to the Principal or the Beneficiary or if it was caused by factors beyond the control of the Bank The Bank shall execute Disposals in accordance with the Agreement concluded, these Regulations and the Table of Fees and Charges with the stipulation that Disposals may be executed on these dates only if they do not contain formal or technical errors that cannot be corrected immediately. 2. The Principal shall give their consent to the execution of Disposals on the rules laid down in Section 1 hereinabove and renounce any claims on these grounds with respect to the Bank. 3. The Bank shall notify the Principal of any change in the method and times of executing Disposals by publishing an appropriate notification on the Bank s website. Any such a change shall not amend these Regulations Regardless of the obligation to pay the bank fees and charge as referred to in Clause 21 (1), the Principal shall be obliged to cover any other costs which the Bank will be encumbered with by the foreign correspondent or other bank intermediating in the execution of the relevant Disposal. 2. In the case of a lack of funds in the Account, the Account Holder shall authorise the Bank to cover charges, fees and costs from other Accounts of the Account Holder maintained at the Bank without a separate instruction. 3. The Bank shall reserve the right to collect its amounts due from the Account Holder from funds maintained in any other Account and also to convert the currency of the funds at the foreign exchange rates currently applicable at the Bank, to which the Account Holder hereby gives their consent The Bank shall accept liability for executing the Disposal in accordance with the contents thereof. The Principal shall be liable for any errors in the contents of the Disposal submitted to the Bank. 2. The Principal shall be obliged to specify in the Disposal all the elements necessary to execute and settle the transaction correctly, in particular: 1) the name (name and surname) and the address of the Principal, 2) the name (name and surname), the address and the number of the Beneficiary s account, 3) the data of the Beneficiary s bank, 4) the name of the currency and the amount of the order (in the case of a discrepancy between the amount expressed in digits and in words the Disposal shall be deemed incorrect and its execution shall be suspended until this discrepancy has been explained by the Principal), 5) the form and method of payment, 6) data concerning the coverage of fees and charges related to the execution of the Disposal (indicating the cost option), 7) indicating the Account to be debited with the amount of the Disposal and, if necessary, the Account to be debited with the amount of fees and charges of the Bank, the intermediary banks and the Beneficiary s bank. 3. In the case of requesting the data referred to in Section 2 (2) and (3) hereinabove, the Bank shall reserve the right to request this data in a specific form, i.e. in the form of NRB or IBAN standard and it shall reserve the right to identify the Beneficiary solely on the basis of their account. 4. In the case of a lack of a clear indication, as referred to in Section 2 (6) hereinabove, it shall be assumed that the SHA cost option has been selected. 5. In the case of placing Disposals, the Principal may indicate one of the following cost options: 1) SHA the costs of fees and charges collected by the Bank are covered by the Principal while the costs of fees and charges collected by the intermediary banks and the Beneficiary s bank are covered by the Beneficiary, 2) OUR the costs of fees and charges collected by the Bank, the intermediary banks and the Beneficiary s bank are covered by the Principal, 3) BEN the costs of fees and charges collected by the Bank, the intermediary banks and the Beneficiary s bank are covered by the Beneficiary and these costs are deducted from the amount of the Disposal. 6. In order to execute the SEPA Transfer Disposal, it is necessary to indicate the SHA cost option referred to in Section 5 (1) hereinabove. 7. The Bank shall not accept liability for a failure to perform or a delay in executing the Disposal caused by: 1) a change in the contents of the order to pay submitted abroad by telephone independent of the Bank, 2) errors, mistakes or negligence committed by the foreign correspondent or the intermediary bank, 3) a delay of banks to perform certain operations or a failure to do so, in particular crediting the amount of the order to pay to the Beneficiary s account, 4) restrictions in or suspension of postal or telecommunications services in the relevant country caused in particular by strike or force majeure, 5) other factors beyond the control of the Bank. 8. In the case of a failure of computer systems making it impossible to access postings or provide services, the Bank may decline to execute transactions on the Account until the failure has been repaired. The Bank shall not accept liability for any losses resulting therefrom The Bank shall execute the Disposal up to the amount of funds maintained in the Account. The Principal shall be obliged to ensure a sufficient amount of funds in the Account to execute the order placed as well as to cover the fees and charges related to this order or otherwise the Disposal placed will be rejected by the Bank. 2. The provisions of Clause 27 (3) shall apply to operations in the Account executed in currencies other than the currency of the Account. 3. The Principal shall be obliged to specify in Disposals the type of transaction in a clear and unambiguous manner. Page 7 of 11

8 4. The Bank shall execute Disposals connected with foreign exchange transactions within the limits and on the rules stipulated in the Polish foreign exchange laws. The Principal shall be obliged to specify the legal title to the Bank and in the case of a Disposal provided for by the law, submit documents required by enforceable provisions of the law or indicated by the Bank which shall serve as the basis for the Bank to perform foreign exchange control operations. 5. At request of the Bank the Principal shall be obliged to submit original copies of documents confirming the legal title. 6. Disposals placed by the Principal shall be executed solely on the basis of the number of the Beneficiary s account they have provided. The Bank shall not accept liability for consequences of executing a Disposal executed on the basis of an incorrect number of the Beneficiary s account provided by the Holder. 32 The Principal shall have the right to withdraw a Disposal by placing a written statement if until the receipt of such a statement the relevant Disposal has not been provided to the Beneficiary s bank. 33 The Bank shall select the banks intermediating in the execution of Disposals at its own discretion. 34 The Bank hereby reports that due to carrying out international money transfers via SWIFT, the government administration of the United States may have access to personal data. The US authorities have undertaken to use the personal data obtained via SWIFT only to combat terrorism with respect of guarantees stipulated by the European personal data protection system specified in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal and on the free movement of such data. IV. REGULATIONS OF INORD BUSINESS USERS The System may be used for and on behalf of the Holder by Users duly authorised by the Holder. 2. The Bank shall make the System available to the Holder on the terms and conditions defined in the Agreement and herein after performing the following operations: 1) placing Users data in the Users Rights Form, 2) defining Users rights in the Users Rights Card, 3) entering the Users Rights Form and the Users Rights Card to the System by the Bank, 4) issuing Starter Passwords to the Users, 5) generating Keys by the Holder for the Users who will authorise Disposals placed in the System (this applies only to those Holders who have defined Users with the right of authorisation), 6) recording the Key generated on the Carrier indicated by the Bank. 3. The Bank may broaden the scope of activities and transactions which the Holder may perform in the System of which the Bank will notify the Holder by publishing an appropriate notification on the Bank s website and in the information materials issued by the Bank. By carrying out new activities and transactions, the Holder shall approve these changes and authorise the Bank to collect fees and charges for the enlarged scope thereof on the rules defined in the Table of Fees and Charges. 4. The Bank recommends to use an Internet connection with the bandwidth at least 128 Kb/s and Internet browsers from the reference list available: 1) on the Bank s website, 2) at the Bank s employees, 3) in the information materials issued by the Bank. Whenever it is necessary for the Holder to use other operating systems or browsers than those listed hereinabove, the Bank shall not accept liability for any errors in the operation of the System or for damage resulting therefrom. The Holder shall accept liability for the Users to familiarise themselves with the current rules of using the System The Holder shall receive access data by registered or courier mail to the address of their principal office or shall have this data delivered directly with the participation of a person indicated by the Holder. Access data shall comprise the Identifier, the Starter Password and the Carriers (depending on the Users rights defined). In the case of receiving an envelope with the Starter Password with signs of tampering, the User shall be obliged to notify the Bank thereof immediately. A failure to notify the Bank of having received the envelope with signs of tampering shall exempt the Bank from liability for unauthorised use of the Identifier and the Starter Password by persons not authorised thereto. 2. During logging in with the use of the Starter Password, the System enforces a change of this Password to an Access Password defined by and known only to the User. 3. The System may be accessed only after providing the correct Identifier and the Access Password connected with it. 4. The Public and Private Keys should be generated by the System and recorded on the Carrier indicated by the Bank after the first login of the User into the System. The cost related to the use of the Carrier (a one-off fee) is defined in the Table of Fees and Charges. 5. The System displays the Key Print during the operation of generating the Public and Private Key. The Key generated and recorded on the Carrier indicated by the Bank is active after another login. 6. It shall be prohibited to make the Private Key and the Carrier on which the Private Key is recorded available to third parties. The User shall be responsible for keeping this Key confidential and secure. 7. The Private Key Carrier is protected with a PIN defined by the User. It shall be prohibited to make the PIN available to third parties. The Holder and the User shall be responsible for keeping the PIN code confidential and secure. 8. The User shall be prohibited from making any passwords or codes available to third parties. The User shall be responsible for keeping this these passwords confidential and secure. Page 8 of 11

9 37 1. Rights to the System may be awarded or withdrawn by modifying: 1) the Users Rights Form (including the Specimen Electronic Signature Card) and/or 2) the Users Rights Card. 2. The Managing User (Super User) shall be authorised to change other Users rights to the System, i.e. to: 1) withdraw rights awarded to the User, 2) award rights to the User again Entering the system after providing the Identifier and the Access Password gives the User access to information about the Accounts opened under the Agreement and information about products which the Agreement concerns. 2. In the case the User has exceeded the limit of three incorrect Access Passwords, the Bank shall block access to the System. Blocking access to the System shall be defined as a lack of possibility to use the System by the User. 3. If access to the System has been blocked, access may be restored by: 1) unblocking the Access Password by the Bank in this case the User shall be obliged to contact the Help Desk, where after identifying the User the Bank shall unblock the Access Password. If the User provides an incorrect Access Password 3 times, it shall be necessary to follow the procedure defined in Subsection 2 hereinbelow. 2) setting a new Access Password in accordance with the procedure defined in Clause 36 (1 2). 4. If the Electronic Signature Carrier has been blocked, it may be unblocked by using the PIN code defined by the User upon recording the first Private Key. if the PIN code has been blocked, the User should contact the Bank. Having identified the User, the Bank shall unblock the PIN code by initialising the Carrier. 5. If the Private Key Carrier has been lost, the User shall be obliged to block the Key in the System. This operation may be performed by the User on their own in accordance with the System Manual or by immediately notifying the Bank of the necessity to block the Key. The Bank shall block the current Key immediately after receiving such a notification. Any liability of the Bank for damage suffered by the Holder shall be excluded as of the moment of receiving a notification about the loss of the Private Key. 6. The User may block the Key on their own The User shall authorise any Disposals placed via the System with the Electronic Signature. The Holder may not undermine the authenticity of a correctly authorised Disposal. 2. The Bank shall process the Applications listed hereinbelow and placed via the System only if they have been placed by a person/persons duly authorised to represent the Holder: 1) the Order to Open a Letter of Credit, 2) the Order to Furnish a Guarantee, 3) the Order to Open and Close the Auxiliary Account, 4) Adding and Removing a System User. 3. If the Electronic Signature has been negatively verified by the Bank, the Disposals submitted by the User to the Bank shall not be executed. 4. Any Disposal requiring authorisation and placed via the System shall be approved in accordance with the Specimen Electronic Signature Card and the Users Rights Form. In the case the Holder has entered a new User with the use of an electronic application, the Bank shall execute the User s Disposals even though this User is not included in the Specimen Signature Card. V. COMPLAINTS, AGREEMENT TERMINATION AND FINAL PROVISIONS Complaints The Holder shall have the right to file complaints about the way the Account and payments are handled as well as about the operation of the System. 2. Complaints may be filed: 1) in writing at a branch of the Bank or at the Corporate Banking Centre (a list of the Bank s branches is available on the website 2) in writing by post or courier mail to the address of the Bank: Bank DnB NORD S.A., Contact Center Department, ul. Postępu 15c, Warsaw, 3) by electronic mail to the address: reklamacje@dnbnord.pl 4) by phone at the phone no lub ) by fax at fax number , 6) via the System. 3. An employee of the Bank shall provide confirmation of filing a complaint to the Holder at their request and in the manner agreed with them. 4. Complaints may be filed by a Holder s proxy in the manner specified in Section 2 on the basis of the power of attorney in an ordinary written form unless specific requirements concerning the form of the power of attorney were defined at the moment of concluding the Agreement. 5. The Holder should file any complaints concerning the method of handling the Account, the operation of the System, transactions executed as well as the fees and charges collected immediately after obtaining information about the occurrence of circumstances causing reservations. 6. A complaint filed shall contain the following in particular: 1) the name and the surname/the name of the Holder; 2) the number of the Holder s Account / Agreement, Page 9 of 11

10 3) the name of the Corporate Banking Region handling the Holder, 4) a description of the incident being the subject of the complaint, 5) the resolution of the complaint requested by the Holder (if possible). 6. In the case of filing a complete complaint, the Bank shall process it immediately, however, not later than within 30 Business Days from the day of filing the relevant complaint. 7. The day of filing a complaint shall be defined as: 1) the day of filing a complaint with a branch of the Bank or the Corporate Banking Centre, 2) the day of receiving a complaint sent by post or courier mail, 3) the day of receiving a complaint by , phone or fax. 8. In especially justified cases when more time is required to process a complaint filed by the Holder than that specified in Section 6 hereinabove, prior to the lapse of this term the Bank shall notify the Holder in writing of extending the deadline specifying: 1) the grounds of delay, 2) the new date by which the complaint will have been processed, 3) the conditions which need to be satisfied prior to responding to the complaint filed by the Holder. 9. The term referred to in Section 8 hereinabove may not be longer than 90 days from the day of receiving the relevant complaint. 10. The Bank shall respond to the Holder s complaint in writing or in any other form agreed with the Holder. 11. A response to the Holder s complaint provided by the Bank shall contain the following in particular: 1) a decision to acknowledge or reject the complaint with grounds thereof, 2) indication of the person who prepared the response with details of their official position. 12. The Bank shall reserve the right not to acknowledge the resolution of the complaint requested by the Holder. In the case the Holder s claims have not been acknowledged, the Holder shall have the right to purse their claims in the method specified in Clause 41 (2) and (3) The Bank is subject to the Polish Financial Supervision Authority. 2. Any disputes and claims which may arise out of the application of these Regulations shall be in the first place settled in an amicable manner. 3. Whenever it is impossible to settle a dispute in an amicable manner, the relevant dispute shall be referred to a competent common court of law. Agreement Termination The Bank may terminate the Agreement by sending an appropriate notification in the form of registered mail with receipt confirmation or by courier mail. 2. The Holder may terminate the Account Agreement (if the relevant Account is not the only Account of the Holder) by: 1) a written instruction signed in accordance with the Holder s mode of representation by persons duly authorised thereto, or 2) an electronic application submitted via the System, approved in accordance with the Holder s mode of representation by persons authorised thereto and having appropriate rights in the System. 3. The Bank may terminate the Agreement only on significant grounds, in particular in the case of: 1) submitting payment instructions exceeding the balance, 2) a failure to perform the obligations made to the Bank, 3) initiating bankruptcy proceedings, 4) submitting false data, 5) breaching the terms and conditions of the Agreement, the provisions of the Regulations, 6) avoiding to provide explanations to the Bank as referred to in Clause 5 (1) (2), 7) refusing to present ID documents to the Bank by persons carrying out bank transactions, 8) fading out / lack of transactions in the Account (with the exception of accruing and paying interest on a regular basis and collecting fees related to the handling of the Account) continuing for 6 months, 9) withdrawing a specific type of product or service from the Bank s offer, 10) obtaining unjust enrichment by the Holder due to the fact of having the Account, 11) a failure to pay the fees and charges due to the Bank for handling the Account, 12) repeatable court or administrative seizures, 13) suspension of the economic activity by the Holder, 14) initiating liquidation proceedings of the Holder, 15) using the Account for an activity in breach of the law, these Regulations and the agreements concluded by and between the Bank and the Holder An Agreement concluded for a definite time shall expire at the lapse of the term for which it was concluded. 2. An Agreement concluded for a definite time may be prolonged by way of a written annexe. The appropriate provisions concerning signing the Agreement shall apply to singing the annexe. 3. An Agreement concluded for an indefinite time shall expire at the lapse of the notice period defined in this Agreement The Parties may close each Account opened within the Agreement separately. 2. Terminating the Account Agreement, if it is the only Account opened under the Agreement, shall be equivalent to terminating the Agreement. Page 10 of 11

11 45 1. The Bank shall notify the Holder in writing of the amount of the balance upon closing the Account and, if applicable, request the Holder to specify the method of managing the funds within 14 days from the day of receiving the relevant notification. 2. No interest shall accrue on the funds maintained in the Account as of the day of terminating the Account Agreement. Final Provisions 46 The Holder may not provide information of illegal nature via the System to the Bank. 47 If executing a Disposal placed by the Holder exceeds the scope of activity of the Bank, the Bank shall reserve the right to entrust another bank with the execution thereof acting in good faith and promoting the interest of the Holder. 48 Payment documents shall be sent at the risk of the Holder, i.e. the Bank shall not accept liability for any consequences resulting from activities carried out by the entity shipping bank documents (e.g. the post) unless the mandatory provisions of the law provide for otherwise. If the Holder has not placed any specific instruction, the Bank shall select the method of shipping bank documents taking into account the interest of the Holder. 49 A letter sent by the Bank to the last address of the Holder shall be deemed effectively delivered as of the day of the second notification of delivery or return by the post with the note addressee unknown, addressee moved out or similar The amount of current bank fees and charges specified in the Table of Fees and Charges is published on the Bank s website. The amount of current bank fees and charges may be adjusted if any or all of the factors listed below have changed: 1) the inflation rate, 2) the degree of labour intensity, 3) the scope or form of performing specific activities/services, 4) the amount of telecommunications fees. 2. The Bank shall notify the Holders of changes in the Table of Fees and Charges by publishing an appropriate notification on the Bank s website and also, if the agreement concluded with the Holder stipulates to this effect, in accordance with the mode and scope defined in any such agreements. 51 Regardless of the provisions of these Regulations, specific terms and conditions as well as execution method shall apply to specific types of transactions The Bank shall reserve the right to amend these Regulations. The Bank shall notify the Holder of any amendments in these Regulations by publishing an appropriate notification on the Bank s website. 2. If the Holder does not terminate the Agreement within 30 days from the day of receiving such a notification, it shall be assumed that the amendments have been approved and that they apply to both parties. 53 To all matters not regulated herein, the enforceable provisions of law shall apply, in particular the provisions of 1) the Banking Law, 2) the Polish Foreign Exchange Laws, 3) the Polish Civil Code Pursuant to the Act of 14 December 1994 on the Bank Guarantee Fund, funds deposited at the Bank by clients in individual accounts as well as clients receivables resulting from other bank operations, in the Polish currency or in foreign currencies, shall be, with the exceptions precisely defined in this Act, guaranteed by the Bank Guarantee Fund based in Warsaw. 2. Guaranteed funds are covered with a mandatory guarantee system in 100% up to (including the interest thereon accrued by the day of satisfying the guarantee terms and conditions in accordance with the rate of interest defined in the agreement regardless of its maturity date) the equivalent of EUR 100,000 in the zloty. Page 11 of 11