Protect. TU Allianz Polska S.A. GENERAL TERMS AND CONDITIONS OF PROSPECTUS LIABILITY INSURANCE

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1 Contents: page 1. General Scope of cover 2 3. Additional coverage Damages Exclusions 4 6. Other insurance 5 7. Territorial scope of cover 5 8. Deductible Series of claims clause Notices, Statements, Complaints Insurance intermediary clause Proposal form Insured s duties Severability clause Subrogation Premium Notice of cancellation Definitions Miscellaneous 12

2 1 General 1. These General Terms and Conditions of Prospectus Liability Insurance, hereinafter referred to as T&C, shall apply to insurance agreements entered into by TU Allianz Polska S.A., hereinafter referred to as Allianz, with Policyholders. 2. Incorporation into the insurance agreement of any provisions additional to or other than these T&C shall be subject to execution of a notice of intent by the parties, on pain of nullity. Allianz shall notify the Policyholder in writing of any variances between the Underwriting Document and the T&C prior to execution of the Agreement unless the same is subject to negotiation between the Parties. 2 Scope of cover 1. In consideration of the payment of the premium, Allianz hereby grants the coverage to the Insured and undertakes to pay the agreed damages for the Prospectus Claim filed against an Insured for the first time during the Policy Period as specified in the Underwriting Document. A. Allianz undertakes to pay the agreed damages for the Prospectus Claim filed against Insured Persons for the first time during the Policy Period. B. Allianz undertakes to reimburse the Issuer or to pay on behalf of the Issuer any amounts which it paid or has to pay to redress a Pure Financial Loss reasonably attributable to the Wrongful Act of Insured Persons, when the Prospectus Claim was for the first time filed against Insured Persons during the Policy Period (Company Reimbursement). C. Allianz undertakes to pay the agreed damage for the Prospectus Claim filed against Issuer for the first time during the Policy Period. 2. Basic coverage also includes: Image Repair Costs incurred during the Policy Period, up to a sublimit of the Limit of Liability in the amount of PLN 300,000. Said sublimit is part of, and not in addition to the Sum Insured, and payment of Image Repair Costs by Allianz will reduce the sublimit and the Sum Insured.. Emergency Costs incurred during the Policy Period, up to a sublimit of 10 percent of the Sum Insured. Said sublimit is part of, and not in addition to the Sum Insured, and payment of Emergency Costs by Allianz will reduce the sublimit and the Sum Insured. Regulatory Crisis Response Costs incurred during the Policy Period, up to a sublimit of the Sum Insured in the amount PLN 300,000. Said sublimit is part of, and not in addition to the Sum Insured, and payment of Image Repair Costs by Allianz will reduce the sublimit and the Sum Insured. 2

3 3 Additional coverage Pursuant to an agreement with the Policyholder, and in consideration of the payment of additional premium, Allianz may extend coverage to include the following clauses: 1. Underwriter Clause Without prejudice to any other provisions of these T&C, Allianz undertakes to compensate the Insureds for expenses incurred in respect of indemnification from liability of an Underwriter against whom a Prospectus Claim is filed during the Policy Period. Indemnification from liabilities of the underwriter based upon the breach of their professional duties are not covered. As a condition precedent to any right to payment, the Insured shall indemnify and hold the Underwriter harmless from liability arising from violation of law or contract, such contract to be presented to Allianz at the latest before execution of the Insurance Agreement. For the avoidance of doubt it is acknowledged that Allianz is not liable to pay any damages, Defense Costs, or any other costs incurred by the Underwriter in relation to a Prospectus Claim made against the Underwriter. 2. Selling Shareholder Clause. Without prejudice to any other provisions of these T&C, Allianz hereby extends coverage to the Selling Shareholder and undertakes to pay the agreed damages for the Prospectus Claim first made against the Selling Shareholder during the Policy Period. 3. ed Defense Excess Cover. Without prejudice to any other provisions of these T&C, Allianz will reimburse only in case of full erosion of the Sum Insured available under this Underwriting Document and all coverage in excess of this Underwriting Document the Insured Persons for Defense Costs in respect of further Prospectus Claim during the Policy Period up to the amount of the ed Defense Excess Limit. 4 Damages. 1. Allianz will pay damages to satisfy any reasonable Prospectus Claim up to the amount of the Insured s civil liability and up to the maximum Sum Insured and any sublimits provided in the Underwriting Document. Any such payments against such Prospectus Claims will reduce the Sum Insured. 2. Allianz will pay Defense Costs to the Insured up to the maximum Sum Insured as provided in the Underwriting Document. Any such payments against such Defense Costs will reduce the Sum Insured. No 3

4 reimbursement by Allianz of Defense Costs under this Subsection shall determine Allianz liability for further damages with regard to the Prospectus Claim. 3. Allianz will pay the Insured Defense Costs incurred in respect of an Official Proceeding up to the maximum Sum Insured provided in the Underwriting Document. Any such payments against such Defense Costs incurred in respect of an Official Proceeding will reduce the Sum Insured. 4. The Insured Persons have the right to demand that Allianz make any advances against Defense Costs that the Insured Persons are obligated to pay. 5. If Additional coverage as specified in 3 is purchased, Allianz will pay damages for extended coverage, up to the relevant sublimit of the Sum Insured provided in the Underwriting Document or ed Defense Excess Limit. 6. If Allianz asks that a Prospectus Claim be settled amicably, and such amicable settlement cannot be reached due to a fault of the Insured, Allianz will not obligated to pay any damages for any additional claims, interest, or expenses, including Defense Costs, which might arise from such a Prospectus Claim. 5 Exclusions. 1. Allianz will not be held liable for Prospectus Claims arising out of a willful Wrongful Act, or a willful violation of law, bylaws, resolution, power of attorney, or instruction committed by an Insured. Allianz becomes retroactively relieved of any obligation to pay damages if a final administrative decision, judgment, arbitration, or settlement establishes, or the Insured admits, that the Insured committed such a Wrongful Act willfully and knowingly. In such an event, the Insured will reimburse the Insurer for any damages already paid. 2. Allianz will not pay damages for Prospectus Claims made in respect of Wrongful Acts committed prior to the start of the Policy Period, if the occurrence of such a Wrongful Act was known on the start date of the Policy Period specified in the Underwriting Document: to the Insured Person against which the Prospectus Claim was made, or an Insured against which the Prospectus Claim was made, who is an entity represented by a management board member, chief financial officer, general manager, manager of the legal department, accounting and control department, tax department, compliance department, or risk management department, or equivalent functions at corporations operating under foreign jurisdictions. 3. Allianz will not pay damages for any Prospectus Claims for payment of liquidated damages, fines, punitive, multiple, or exemplary damages. 4. Allianz will not pay damages for any Prospectus Claims made in respect of securities exchange transactions, or buy or sell order that may produce false or misleading signals for supply, demand, trading or market prices, or lead to stock manipulation. 4

5 6 Other insurance. Allianz s liability under basic or additional coverage offered with respect to all Pure Financial Losses arising from false statements or a lack of disclosures in the Prospectus shall apply only to that part of Pure Financial Loss which is in excess over any other Sum Insured provided by another insurance, unless otherwise stated by law. 7 Territorial scope of cover. The Coverage applies to Prospectus Claims filed against Insured worldwide. 8 Deductible 1. A deductible may be agreed for each Prospectus Claim in the Underwriting Document. 2. Deductible means a Polish zloty amount or a fixed percentage of Pure Financial Loss, deducted from damages amounts payable. 3. The Underwriting Document may provide separate deductibles for Company Reimbursement, Prospectus Claim made against Issuer, Underwriter Clause and Selling Shareholder Clause. 4. The Underwriting Document may also provide separate deductibles for Defense Costs, Image Repair Expenses, and Regulatory Crisis Response Costs. 5. In case of series of claims as provided in Section 10 below, the deductible is as provided in the policy. 6. No deductible will apply to any claims made against an Insured Person, or any expenses payable by an Insured Person. 9 Series of claims clause. Any number of Prospectus Claims against, Official Proceedings or Regulatory Crisis involving, the Insured which arise out of or are attributable to or connected in any way with a single Wrongful Act or the same conduct or a series of the same, related, interconnected or continuous Wrongful Acts or conduct shall constitute a single Prospectus Claim, Official Proceedings or Regulatory Crisis for the purpose of this Underwriting Document. Where there is more than one such Prospectus Claim, Official Proceedings or Regulatory Crisis, all such Prospectus Claims, Official Proceedings or Regulatory Crisis shall be deemed first made when the earliest such Prospectus Claim, Official Proceedings or Regulatory Crisis was first made. 5

6 10 Notices and Statements. 1. All notices and statements to Allianz shall be made in writing and submitted to Allianz s registered offices or another address as may be provided in the Underwriting Document or any attachments thereto. 2. Every complaints, attentions and reservations relating to the insurance agreement, its concluding and implementation as well as services provided by employees and / or cooperators of Allianz may be notify directly or by the representative, in written form or by phone: on address: TU Allianz Poland S.A., 1 Rodziny Hiszpańskich Street, Warsaw (with additional note " The Casualty Department ), on Call Center telephone number : , operative from Mon. to Fri. between 8.00 a.m and 8.00 p.m. as well as on Saturday between 9.00 a.m. and 3.00 p.m., on address: uwagi@allianz.pl Every notified problem will be considered in the possibly quickest time, and answers will be given at the latest within 30 days from the date of the receipt of complaints, attentions and reservations. 11 Insurance intermediary clause. Where an agent or broker of the Policyholder intermediates in the execution or performance of the insurance agreement, all notices and statements of intent addressed to the Policyholder shall be submitted to such an agent or broker. All notices and statements of intent shall be deemed given by Allianz, and all obligations toward Allianz shall be deemed met, if given or met by or to the agent or broker of the Policyholder. 12 Proposal form. 1. The Policyholder shall disclose to Allianz all information that Allianz may enquire about in an proposal form or other documents prior to execution of the insurance agreement. The foregoing applies to any representative, including an agent or broker acting on behalf of the Policyholder, and is further extended to include the disclosure of all facts known to such a representative. 2. Where Allianz enters into an insurance agreement based on information provided in response to enquires made by another entity, or on an enquiry form of another entity, such information shall have the same effect as if it was provided in responses to enquiries made by Allianz or on a proposal form enquiry form of Allianz. 3. All representations and warranties of the Policyholder in the proposal form shall be made to the best of the Policyholder s knowledge and with due diligence, and subject to approval of the Policyholder s corporate managing body and legal department. 6

7 4. Throughout the effective term of the insurance agreement, in case of any changes in the circumstances referred to above, the Policyholder shall notify Allianz thereof immediately after being made aware of such changes. 5. Allianz shall not be liable for any consequences of any circumstances not notified in violation of the foregoing provisions. In the event of willful violation of the foregoing provisions, in case of doubt, a Prospectus Claim and all its consequences will be deemed to have been caused by the circumstances referred to in the foregoing sentence. 13 Insured s duties. 1. The Insured shall give notice to Allianz of any Prospectus Claim within fourteen business days after such Prospectus Claim is made. 2. The Insured shall give notice to Allianz of any Official Proceeding or Regulatory Crisis initiated against the Insured, or the occurrence of sudden and unforeseeable circumstances beyond the control of the Insured, giving rise to Image Repair Costs, forthwith, and not later than within fourteen business days of being made aware of such an Official Proceeding, Regulatory Crisis, or sudden and unforeseeable circumstances beyond the Insured s control. 3. Where a Prospectus Claim against the Insured is brought before a court or arbitration tribunal, where a request to waive court fees is filed, or where the Insured is otherwise notified of a court dispute, the Insured shall give notice thereof to Allianz (at the latest within 14 business days), even if the Insured had already given notice of the Prospectus Claim itself. 4. It is the duty of the Insured, not Allianz, to defend and refute Prospectus Claims made against the Insured, including claims in respect of Underwriter indemnity. 5. Without prior written consent of the Allianz the Policyholder and Insured is not entitled to admit or settle any Prospectus Claim or to enter into an amicable agreement or negotiations with the injured party or take any measures to stop or hold the statutory period of limitations without prior written consent of Allianz. 6. Allianz may, at its option, monitor any civil or Official Proceeding, either directly or through external counsel of its instruction. Allianz reserves the right to attend and participate in any stages of the civil or Official Proceeding, including settlement negotiations. 7. It is the responsibility if the Insured to apply all measures available to prevent and reduce Prospectus Claim and make all possible efforts to determine the causes of such Prospectus Claim. 8. The Insured shall provide thorough and accurate information to Allianz and notify Allianz of all facts which are or may be related to the Prospectus Claim, and submit all documents and records as might be requested by Allianz for purposes of determining the Prospectus Claim. The Insured shall cooperate with Allianz and provide Allianz with all assistance as Allianz may reasonably request, including but not limited to access to correspondence with Claimants, letters, court judgments and orders. 7

8 9. In the event of a Prospectus Claim, the Insured shall make all efforts to enable Allianz to take recourse against persons responsible for a Pure Financial Loss. 10. In the event of violation of any of the duties to Allianz set forth above, or any other provision of these T&C, Allianz shall be exempt from damages under the insurance agreement unless such violation was without intent or gross negligence. In the event of gross negligence Allianz shall remain liable to pay damages to the extent that such violation did not affect the determination of the Prospectus Claim, or the calculation of the resulting damages. If grossly negligent violation was committed with respect to the duty specified in Section 13.7 hereof, Allianz shall remain liable to pay damages to the extent that the Pure Financial Loss would be smaller if such a violation had not been made. 14 Severability clause 1. The knowledge, acts, and omissions of one Insured will not be imputed to another Insured except with the other Insured s knowledge and will. 2. For purposes of the insurance agreement executed pursuant to these T&C, it is agreed that the knowledge, acts, and omissions of any one member of the management, the chief financial officer, general manager, manager of the legal department, accounting and control department, tax department, compliance department, or risk management department, or equivalent functions at corporations operating under foreign jurisdictions, will be imputed to the Issuer or Selling Shareholder who employ such persons. 3. It is agreed that the knowledge, acts, and omissions of any one member of the management, the chief financial officer, general manager, manager of the legal department, accounting and control department, tax department, compliance department, or risk management department, or equivalent functions at corporations operating under foreign jurisdictions, will be imputed to the Issuer who employs such persons and to the Selling Shareholder 15 Subrogation Upon payment of damages by Allianz, Allianz shall be subrogated to an assignment of all of the Insured s rights of recovery therefor from the persons responsible for Pure Financial Losses, up to the amount of damages paid. Allianz may request execution of a document confirming such subrogation. Allianz shall not take recourse against other Insureds. 16 Premium 1. The insurance premium is fixed for the Policy Period as stated in the Underwriting Document. The amount of the premium is provided by Allianz in the Underwriting Document. 8

9 2. Premium may be paid by wire transfer. Premium shall be deemed paid subject to a confirmation of wire transfer. 3. Premium is payable in advance for the entire Policy Period. 4. If Allianz becomes liable prior to payment of premium, and premium is not paid as due, Allianz may cancel the Agreement effective immediately and demand payment of premium earned during the effective liability period. In the event of no cancellation, the Agreement expires upon expiration of the period for which premium was earned. 5. If the insurance is cancelled prior to expiration of the agreed Policy Period, the Policyholder is entitled to a refund of pre-paid premium. Refundable unearned premium will be computed on a pro-rata basis. 17 Notice of cancellation Except as otherwise provided by law, neither Allianz nor the Policyholder are entitled to cancel the insurance agreement, whether or not good cause exists. When used in these T&C: 18 Definitions 1. Defense Costs means attorney s fees and expert fees, as well as witness fees reimbursed by an Insured, and court fees, incurred by an Insured: (d) in the defense of a Prospectus Claim whether in or out of court, or in the defense of, or as payment of legal counsel fees related to, an Official Proceeding, and unless the Underwriting Document provides otherwise, up to the amount of the Sum Insured specified in the Underwriting Document; upon a prior consent of Allianz, or, in case of additional coverage, up to the amount of Extraordinary Expenses, and evidenced by proof of payment in the form of relevant invoices, bills, or other evidence. 2. Emergency Costs Defense Costs incurred by an Insured without the prior written consent of Allianz where it was impossible to obtain such a consent prior to such expenses being incurred in relation to a Prospectus Claim due to a sudden and unforeseeable event beyond the control of the Insured, to the extent that the Insured is able to subsequently obtain Allianz s consent to incur such expenses. 3. Image Repair Costs means reasonable and necessary costs, expenses, and fees for the external public relations experts consulting services incurred by the Issuer: upon a prior written consent of Allianz, 9

10 (d) for purposes of mitigating the consequences of loss or impairment of the Issuer's image due to delay or cancellation of a public offering or securities listing request; where such event mentioned in previous subsection was caused or could have been caused by a sudden and unforeseeable event beyond the Insured s control, which first occurs after the inception date of the policy. evidenced by proof of payment in the form of relevant invoices, bills, or other evidence. 4. Insured means third parties covered by the insurance agreement, specifically: Insured Persons; the Issuer, and the Selling shareholder, provided that the coverage is extended to include Section 3.2 of the T&C. 5. Insured Persons means: (d) all past, present and future members of the management board, members of the supervisory board, members of advisory committees and all other bodies appointed in accordance with the bylaws of the Issuer under Polish laws, or equivalent bodies of the Issuer appointed under foreign laws, who are employed by the Issuer or provide services to the Issuer under other contractual arrangements for managerial services, all of the Issuer s past, present and future managers of the legal department, accounting and control departments, tax department, compliance department, and risk management department, all other past, present and future employees of the Issuer involved in the preparation or execution of public offerings of securities to an extent giving rise to civil liability, the spouses, domestic/life partners, heirs, executors, and/or legal representatives (in case of incapacitated Insured Persons) of the persons listed in subsections,, and above, to the extent that persons listed in mentioned subsections may commit a Wrongful Act when preparing the Prospectus 6. Issuer means the Policyholder and its Subsidiaries. 7. Official Proceeding means appeared in connection with the Prospectus: Preparatory stage or discovery proceeding initiated by a competent authority in the Policy Period in relation to the Issuer s public offering or securities listing request, to which the Insured Persons are obliged to participate in; offense proceeding, or criminal or administrative proceeding initiated in the Policy Period, alleging a Wrongful Act by an Insured pursuant to regulations governing government supervision over financial institutions and corporations (including government-controlled corporations), or regulations governing issuance of practice permits to professionals. 8. Policyholder means a corporate entity as specified in the Underwriting Document, obliged to pay premium. 9. Policy Period means either the thirty-six-month, or the seventy-two month period provided in the Underwriting Document. 10

11 10. Prospectus the document referred to in the Underwriting Document (including but not limited to a stock prospectus or information memorandum) as amended, prepared for purposes of a public offering or a request to have Issuer s securities listed on a regulated market, approved by relevant market or stockexchange governing bodies, and made public in accordance with applicable provisions of law. Prospectus is also construed to mean a draft information document or draft attachments filed with relevant stockexchange governing bodies. 11. Prospectus Claim means any demand made in writing (including notices of civil action or arbitration proceedings) for monetary relief in respect of Pure Financial Loss reasonably attributable to a Wrongful Act committed by an Insured, provided that such a demand is made pursuant to the applicable laws governing civil liability. 12. ed Defense Excess Limit means a separate limit for the protected defense excess cover mentioned in Section no 3.3 as specified in the Underwriting Document. 13. Pure Financial Loss means a financial loss incurred, other than a personal injury (suffered as a result of death, bodily injury, or disease, including mental anguish of the injured person), and other than property damage (damage to, destruction of, or loss of tangible property), or any consequences thereof. Tangible property shall be construed to include money and coins. 14. Regulatory Crisis means unexpected investigation or inspection of the Issuer commenced in the Policy Period by relevant governmental or local authorities, or requests by such authorities demanding: presentation, copies, or submission of records, or filing of testimonies concerning the Issuer s business or finances, or participation of the Insured in such investigation or inspection; to the extent that such proceedings or requests cause a delay or cancellation of a public offering, or requested listing of Issuer s securities Regulatory Crisis Response Costs means legal counsel fees, experts fees, and reimbursable witness expenses incurred by the Issuer in connection with an Regulatory Crisis necessary to avoid a delay or cancellation of the scheduled public offering, or requested listing of securities of the Issuer: up to the sublimits specified in the Underwriting Document; subject to a prior consent by Allianz; subject to proof of payment in the form of relevant invoices, bills, or other evidence. 16. Selling shareholder means the owner of the securities being offered or requested to be listed on a regulated market, as specified in the Underwriting Document. 17. Subsidiaries means companies with respect to which the Policyholder: has majority voting rights, or is entitled to appoint and dismiss the majority of members of the managing or supervisory bodies, while holding an equity interest in such a company, or 11

12 is entitled to exercise influence over the company pursuant to a management agreement or the company s bylaws. 18. Sum insured means the maximum amount payable by Allianz for damages and Defense Costs in respect of any one Prospectus Claim, and for all Prospectus Claims within the Policy Period. The insurance agreement may, within the Sum Insured, establish sublimits of liability for different types of risks, constituting the maximum liability applicable to such risks. 19. Underwriter means a natural or legal person, or an entity lacking legal personality named in the Underwriting Document, involved in the drafting of the Prospectus and put in charge of drafting certain parts thereof, who is party to an agreement with the Issuer laying down each party s liability for Pure Financial Losses incurred as a consequence of a Wrongful Act. 20. Underwriting Document means a document constituting proof of this insurance agreement and setting out the principal provisions thereof. 21. Wrongful Act means omission to make a disclosure required by law to be stated in the Prospectus referred to in the Underwriting Document, or inclusion of untrue or incomplete statements in the Prospectus. Wrongful Act is further defined to mean false or incomplete statements of fact made in circumstances directly related to the securities offering referred to in the Underwriting Document, and prior to the first day of trading in the securities offered as referred to therein in a regulated market, whether such statements are made: (d) (e) (f) orally or in writing, in presentations, during negotiations, in discussions, in press releases, or in interviews. 19 Miscellaneous. 1. Any disputes arising out of or in relation to Insurance Agreements shall be resolved by a common court having jurisdiction of the matter and of Allianz, the Policyholder, or the Insured. 2. These T&C and the Agreement entered into pursuant hereto shall be governed by and construed in accordance with the laws of Poland. 3. If any provision of this Agreement is held to be unenforceable or invalid by a competent court, the remaining provisions of this Agreement shall remain in full force and effect, unless such determination renders this Agreement unenforceable. 4. All reference to singular include plural and vice-versa 5. Words of the masculine gender include the feminine and the neuter. 12

13 6. All references to laws shall be deemed to refer to such laws as they may from time to time be amended or modified, and to equivalent laws applicable in any country in which a Claim is made. 7. Any references to functions and titles shall be deemed to refer to the equivalents thereof used in any country in which a Claim is made. 8. These terms and conditions were approved by way of Resolution 61/2008 of the Management Board of Towarzystwo Ubezpieczeń Allianz Polska Spółka Akcyjna dated on 04 th September 2008, and apply to all insurance agreements entered into on or after 04 th September 2008 Rynia, 04 th September