FOR INFORMATION PURPOSES ONLY

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1 On December 23, 2013, the debtor Metropolitní spořitelní družstvo v likvidaci, having its registered office at Balbínova 404/22, Prague 2, Postal Code , Identification Number: , registered in the Commercial Register maintained by the Municipal Court in Prague, Section Dr, Insert 7890 (hereinafter referred to as the MSD ) was found to be insolvent, bankruptcy was declared on the assets of MSD and Mgr. Ing. Ivo Hala, having its registered office at Italská 1583/24, Prague 2, Postal Code , was appointed the insolvency administrator (hereinafter referred to as the Insolvency Administrator ). MSD assets have been recorded by the Insolvency Administrator and the inventory of these assets has been filed in the Insolvency Register under Nos. 1 B 27, 28, 29, 70, 72, 73, 74 and 84. On November 13, 2014 the creditors committee of MSD (hereinafter referred to as the Creditors Committee ) expressed its consent with regard to the sale of MSD loan portfolio outside an auction, i.e. MSD s receivables due from its debtors, including the appropriate security, which has been specified in detail with regard to the conditions of the sale in the resolution of the Creditors Committee dated December 9, The resolutions of the Creditors Committee have been published in the Insolvency Register on pages Nos. B-89 and B-90 as attachments to the Insolvency Administrator s proposal to the court pursuant to Section 289 of Act No. 182/2006 Coll., on Insolvency and Methods of its Resolution (the Insolvency Act), as amended (hereinafter referred to as the Insolvency Act or the IA ). The Insolvency Administrator reflects all 135 consents with regard to the sale granted to him on December 15, 2014 from the plaintiffs seeking the exclusion of receivables from the inventory of the assets, by procedure under Section 225 paragraph 4 of the IA. The subject of the sale involves MSD assets as they have been filed in the inventory of MSD assets under entry Nos , , , , , , , , , , 710, , , 756, 757, , , , , with the exception of those receivables with regard to which an action for their exclusion from the assets has been filed in accordance with Section 225 of the IA, unless the plaintiff has expressed its consent with regard to the sale pursuant to Section 225 paragraph 4 of the IA (hereinafter referred to as the Receivables and the Debtors ). The Insolvency Administrator has asked the insolvency court to grant approval for the sale of the specified Receivables outside an auction pursuant to Section 289 paragraph 1 of the IA and this request subsequently completed by filling dated December 16, Given that the insolvency court has yet to rule on this request as of the date of the announcement of the Tender (as defined below), the Insolvency Administrator hereby states that the Transaction Documents (as defined below) cannot come into effect before the insolvency court s approval has been granted. In accordance with Section 289 of the IA and with Section 1746 paragraph 2 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the Civil Code ), the Insolvency Administrator hereby announces a public tender procedure (hereinafter referred to as the Tender ) for the selection of a Page 1 of 13

2 prospective buyer (buyers), to whom shall be assigned the Receivables under the terms and conditions set out in accordance with these terms and conditions of the Tender and under the terms and conditions contained in the respective Transaction Documents. This document and any and all its annexes hereto forms THE TERMS AND CONDITIONS OF TENDER (hereinafter referred to as the RULES ). 1. SUBJECT OF THE TENDER 1.1 The subject of the Tender involves the selection of a prospective buyer (buyers) to whom shall be assigned and who shall acquire the Receivables for the payment determined in this Tender and in accordance with the terms and conditions set forth in the respective Transaction Documents. 1.2 The Insolvency Administrator is entitled to divide the Receivables into one (1) to three (3) groups for the purposes of the Tender (hereinafter referred to as the Group or the Groups ). The determination of the Receivables to be sold within each Group is contained in Annex No. 1 hereof which shall be published in the same manner as these Rules no later than on January 10, If all of the Receivables are sold in only one (1) Group, those provisions of these Rules which presuppose the sale of the Receivables in several Groups shall apply accordingly with regard to this fact. 2. CRITERIA FOR PARTICIPATION IN THE TENDER 2.1 Any Czech or foreign entities (hereinafter referred to as the Applicant ) shall be allowed to participate in the Tender provided that they meet any and all of the following conditions and criteria within the period commencing on the day when the Tender was announced and ending at 12:00 p.m. (noon) CET in Prague on February 27, 2015 (hereinafter referred to as the Last Application Day ): (a) the Applicant must have submitted as an offer for the conclusion of the contract two (2) original counterparts of the Agreement on Participation in the Tender duly signed by the Applicant, which correspond to the specimen contained in Annex No. 2 hereto (hereinafter referred to as the Participation Agreement ). The Applicant s signature on the offer of the Participation Agreement shall be notarized; (b) the Applicant must have submitted as an offer for the conclusion of the contract two (2) original counterparts of the Confidentiality Agreement duly signed by the Applicant, which Page 2 of 13

3 correspond to the specimen contained in Annex No. 3 hereto (hereinafter referred to as the Confidentiality Agreement ). The Applicant s signature on the offer of the Confidentiality Agreement shall be notarized; (c) the Applicant must have submitted as an offer for the conclusion of the contract three (3) original counterparts of the Agreement on Escrow Account, duly signed by the Applicant, which correspond to the specimen contained in Annex No. 4 hereto (hereinafter referred to as the Agreement on Escrow Account ). The Applicant s signature on the offer of the Agreement on Escrow Account shall be notarized; (d) If the Applicant is represented by an attorney for the purposes of the Tender, the Applicant must have submitted an original or notarized copy of the power of attorney containing said attorney s authorization to represent the Applicant. The Applicant s signature on the power of attorney shall be notarized; (e) If the Applicant or the attorney is a legal entity according to the previous letter (d), the Applicant must have submitted the original extract of the Applicant or the Applicant s representative (as relevant) from the Commercial Register or, in case of a foreign legal entity (i.e. an entity located outside the territory of the Czech Republic), an original extract from the similar register of the given country confirming that the entity (entities) which has (have) signed the offers of the Participation Agreement, Confidentiality Agreement and Agreement on Escrow Account according to the previous letters (a), (b) and (c) is (are) entitled to represent and legally bind the Applicant; (f) if the Applicant is a natural person having his/her residence or a legal entity having its registered office outside the Czech Republic, the Applicant must have submitted the original of the power of attorney containing the authorization of the Applicant s representative for the purposes of delivery according to Clause 11.2 hereof, including the representative s acceptance thereof; (g) under the terms set out in the Agreement on Escrow Account the Applicant must have paid the security deposit to meet the Rules of the Tender and to secure the reimbursement of the purchase price at the amount of 200,000,000 CZK (in words: two hundred million Czech crowns) (hereinafter referred to as the Security ) by means of a bank transfer to the Insolvency Administrator s CZK bank account No. [TO BE ADDED THE NUMBER OF BANK ACCOUNT ACCORDING TO THE RELEVANT AGREEMENT ON ESCROW ACCOUNT] maintained by [TO BE ADDED] (hereinafter referred to as the Bank ). The Security shall be deemed to have been paid as of the moment when it is credited to the Insolvency Administrator s aforementioned bank account; (h) the Applicant has paid the non-refundable administrative fee to cover the defrayal of the costs connected with the Tender at the amount of 300,000 CZK (in words: three hundred thousand Czech crowns), plus VAT by means of a bank transfer to the Insolvency Page 3 of 13

4 Administrator s CZK bank account No /0300 maintained by Československá obchodní banka, a.s. (hereinafter referred to as the Administrative Fee ). The Administrative Fee shall be deemed to have been paid as of the moment when it is credited to the Insolvency Administrator s aforementioned bank account; (i) no decision on the declaration of bankruptcy has been issued against the Applicant pursuant to the Insolvency Act and no other equivalent decision has been issued under any foreign jurisdiction; (j) an Applicant who is a legal entity must not be in liquidation and must not be subject to any equivalent proceedings conducted under any foreign jurisdiction; (k) the Applicant is not acting in concert or on the basis of any understanding with the Debtors of the Receivables and is not acting in concert with MSD or with an person related to MSD; and (l) the funds which the Applicant has used for the payment of the Administrative Fee and for payment of the Security and which the Applicant shall use for the payment of the purchase price for the assignment of the Receivables has not originated from dishonest or illegal sources or from any criminal activities, (hereinafter referred to as the Participation Conditions ). 2.2 The Applicant shall prove the fulfilment of the Participation Conditions set out under letters (i) to (l) of Clause 2.1 hereof by means of the representation which forms part of the Participation Agreement. The offers of the Participation Agreement, the Confidentiality Agreement, the Agreement on Escrow Account and the other documents under Article 2 hereof shall be jointly delivered to the Insolvency Administrator in person, using a courier service or by registered mail to the address of the Insolvency Administrator s registered office in a sealed envelope with the words PUBLIC TENDER FOR MSD S RECEIVABLES PARTICIPATION DO NOT OPEN written on it. If the documents set out in this Article 2 do not correspond to the specimens constituting the annexes hereto (with the exception of the completion of the required information), the Insolvency Administrator shall not consider these documents to have been duly presented and submitted. 2.3 The offers of the Participation Agreement, the Confidentiality Agreement, the Agreement on Escrow Account and any other documents signed by the Applicant must have been signed by persons authorized to act on behalf of the Applicant. Any and all documents evidencing the authorization to act on behalf of the Applicant, including any powers of attorney, must be submitted together with the offers of the Participation Agreement, the Confidentiality Agreement or Agreement on Escrow Account. The Insolvency Administrator is entitled to ask the Applicants to submit any further documents or certificates that the Insolvency Administrator may deem necessary to verify any stated facts. Page 4 of 13

5 3 INSPECTION OF FULFILMENT OF THE PARTICIPATION CONDITIONS AND THE ANNOUNCEMENT OF THE TENDER TO THE PARTICIPANTS 3.1 The Insolvency Administrator shall send notification to the Applicant via and registered mail stating weather the Applicant has duly proved and confirmed the fulfillment of the Participation Conditions and shall do so no later than three (3) business days after the delivery of all the documents specified in Article 2 hereof. If the Applicant has not met all of the Participation Conditions, the Insolvency Administrator shall be entitled to request the Applicant to provide a remedy or to submit any other documents or certificates which the Insolvency Administrator may deem necessary to prove the circumstances relevant for the participation of said Applicant in the Tender. In this case, the Insolvency Administrator shall provide the Applicant with an additional period of up to three (3) business days to provide said remedy. The Applicant shall become a participant in the Tender as of the moment when it receives the notification of its fulfilment of the Participation Conditions (hereinafter referred to as the Participant and the Participants Notification ). 3.2 Following the delivery of the Participants Notification the following documents shall be delivered: (a) one (1) counterpart of the Participation Agreement signed by the Insolvency Administrator; (b) one (1) counterpart of the Confidentiality Agreement signed by the Insolvency Administrator; (c) one (1) counterpart of the Agreement on Escrow Account, signed by the Insolvency Administrator and the Bank; and (d) access data for the purpose of entering into the electronic data room containing the documentation regarding the Receivables (hereinafter referred to as the Electronic Data Room ) The Applicant who has not met the Participation Conditions as per Article 2 hereof or has not duly submitted the documents as per Clause 3.1 hereof or if any such documents have not been sufficient to prove the fulfilment of the Participation Conditions in the Insolvency Administrator s opinion, even after the provision of the additional time by the Insolvency Administrator in accordance with Clause 3.1 hereof, shall not become a Participant in the Tender. The Insolvency Administrator shall notify the concerned Applicant of this fact in writing, whereby any such notification shall also contain the reasons explaining why said Applicant has not become a 1 The provision of the access data to the Electronic Data Room is subject to the provision of a list of persons authorized by the Participant to familiarize themselves with the documents which are accessible in the Electronic Data Room. Page 5 of 13

6 Participant in the Tender. This does not exclude the possibility of any such Applicant meeting the Participation Conditions in a new application under the appropriate conditions. 4 DUE DILIGENCE AND DRAFT TRANSACTION DOCUMENTS 4.1 The Participants shall have a possibility to obtain information on the Receivables via the process of Due Diligence (hereinafter referred to as the Due Diligence ), which shall be commenced on January 15, 2015 and terminated on February 28, 2015 (hereinafter referred to as the Due Diligence Period ). 4.2 The documents related to the Receivables shall be provided to the Participants within the process of the Due Diligence through the Electronic Data Room by providing the access data according to Clause 3.2 hereof letter (d) herein. The documents shall only be provided in the language versions as they are, and no further translations shall be provided. 4.3 The Participant shall be obliged to ensure that the Participant s advisors in the matter of the Tender and any other third parties participating within the Participant on the Tender process are bound by the obligation to keep confidentiality to the same extent as the Participant is bound according to the Confidentiality Agreement and to do so before they gain access to the Confidential Information (as specified in the Confidentiality Agreement). 4.4 A draft of the unified Transaction documents related to the Receivables, i.e. the draft of the assignment agreement (hereinafter referred to as the Assignment Agreement ) and the related contractual documents, in particular those stipulating the terms and conditions of the assignment of the Receivables to the acquirer and the settlement of the transaction (hereinafter referred to as the Transaction Documents ) shall be made accessible to the Participants in the Electronic Data Room during the Due Diligence Period subject to the rules of the Electronic Data Room. The Transaction Documents shall contain, amongst other things, (i) the obligation of the Participant not to assign the Receivables to any Debtor or any entity controlled by a Debtor, controlling a Debtor or in any other way affiliated with a Debtor, (ii) provision on postponing the effectiveness of the assignment of the relevant Receivables to the moment of the full payment of the price for the assignment and (iii) the exclusion of the Insolvency Administrator s liability for the existence and recoverability of the transferred Receivables. 5 SUBMITTING A BID 5.1 The Participant who is interested in acquiring the Receivables or a Group of Receivables shall submit a binding bid for the purchase of the Receivables (hereinafter referred to as the Bid ) in the manner described in Clause 5.3 hereof and within the period commencing on the first day Page 6 of 13

7 after the termination of the Due Diligence Period and ending at 12:00 p.m. (noon) CET on March 6, 2015 in Prague (hereinafter referred to as the Last Bidding Date ). 5.2 The Bid shall be delivered in the form of a written, duly signed document addressed to the Insolvency Administrator with reference to the Tender and the Rules and it shall include: (a) the Participant s identification data; (b) an unconditional and irrevocable offer to purchase the Receivables; and (c) the amount of the offered purchase price for each Group of the Receivables. Any additional conditions specified in the Bid shall not be taken into account. All the signatures of the Participant s authorized individuals attached to the Bid must have been notarized. 5.3 The Participant shall deliver its Bid to the Bank (to person determined in the Agreement on Escrow Account) at the address of its registered office in an opaque, sealed and intact envelope with the words PUBLIC TENDER FOR MSD RECEIVABLES BID DO NOT OPEN written on it and shall do so in person, via its authorized representative or using a courier service. The envelope with the Bid must contain the Participant's identification data and must be sealed with a sticker bearing the Participant s signature and, if applicable, its seal. The Bank shall confirm the takeover of the Bid and shall retain it. 5.4 Once submitted, the Bid may not be changed or amended; any errors in the documents being part of the Bid cannot be corrected. Bids submitted by the Participants in accordance with Article 5 hereof are valid, effective and binding for a period of sixty (60) days from the Last Bidding Date. 6 EVALUATION OF BIDS 6.1 The envelopes with the Bids shall be delivered by the Bank and opened in the presence of a notary public, the Insolvency Administrator and the Creditors Committee at a meeting of the Creditors Committee which shall be convened by the Insolvency Administrator for this purpose. The course of the meeting shall be recorded in the form of a notarial deed. 6.2 The Participants which did not meet the criteria stipulated in Article 5 hereof shall be excluded from the Tender; this shall not apply, if any such failure is merely of a formal nature (assessed exclusively at the Insolvency Administrator s discretion and with the consent of the Creditors Committee) and the respective Participant has remedied any such formal errors within the time limit specified for the rectification thereof by the Insolvency Administrator. Any incorrectly stated amount of the purchase price in the Participant s bid or any changes against the final version of the Transaction Documents made by the Participant, other than the additions permitted by these Rules, shall not be qualified as a formal error by no means. The Insolvency Administrator shall inform the relevant Participant about its exclusion from the Tender by Page 7 of 13

8 means of written notification which shall state the reasons for the Participant s exclusion from the Tender. 6.3 The Bids from those Participants who have met all of the requirements for submitting a Bid set out in the Rules according to the Insolvency Administrator s evaluation with the consent of the Creditors Committee shall be further evaluated by the Insolvency Administrator and Creditors Committee. 6.4 Once the Bids have been evaluated, the Insolvency Administrator shall be entitled to select the winner of the Tender (hereinafter referred to as the Winner of the Tender ) whose Bid contained the highest amount of the purchase price for a given Group or to decide that no Winner of the Tender has been selected within the respective Group with the consent of the Creditors Committee. The Insolvency Administrator shall inform all of the Participants within the respective Groups about the selection of the Winner of the Tender in writing and without undue delay. The Winner of the Tender shall sign the Transaction Documents with the Insolvency Administrator within five (5) business days after the notification of the Insolvency Administrator. 7 SECURITY AND CONTRACTUAL PENALTY 7.1 The Security provided in accordance with letter (g) of Clause 2.1 hereof by the Participant who has been selected as the Winner of the Tender by the Insolvency Administrator and with whom the Transaction Documents shall be concluded shall be used on the payment of the purchase price in accordance with the terms and conditions of the Transaction Documents. 7.2 The Security provided by the Participant who has not been selected as the Winner of the Tender shall be refunded to the relevant Participant s bank account stated in the said Participant s Agreement on Escrow Account within five (5) business days after the day on which all the Winners of the Tender paid the total purchase price in accordance with the Transaction Documents. All the banking charges associated with the receipt or refunding of the Security shall be borne by the given Participant. The Security shall be considered to have been returned as of the day when it was credited from the escrow account to the Participant s account. The Security shall also be returned in the same manner to the Participant, provided that (a) the Participant has been excluded from the Tender, or (b) the Participant has withdrawn from the Tender, or (c) the Tender has been cancelled, or (d) the Insolvency Administrator has not decided on the Winner of the Tender within any Group of the Receivables. In these cases, the provided Security shall be returned to the Participant within five (5) business days after the occurrence of any of the aforementioned circumstances; this is without prejudice to Clause 7.4 hereof. Page 8 of 13

9 7.3 The Security shall be forfeited in favor of the assets of MSD and the Participant shall lose the right to demand its release, if as: (a) the Winner of the Tender, it has failed, contrary to these Rules, to sign the Transaction Documents in the wording presented by the Insolvency Administrator; or (b) the Winner of the Tender, it has failed to pay the total purchase price in accordance with the Transaction Documents, including amendments thereto, if any exist. The aforementioned shall not affect the right of the Insolvency Administrator to demand the payment of any penalties or damages for breaches of the Participant s obligations in accordance with the Transaction Documents, the Participation Agreement, the Confidentiality Agreement, and/or Agreement on Escrow Account in any cases other than those specified under letters (a) and (b). 7.4 The Insolvency Administrator s claims for the payment of the contractual penalties may be offset against the Security or any part thereof. The payment of the contractual penalty shall not affect the Insolvency Administrator s right to claim damages over and above the amount of the contractual penalty. 8 THE CONCLUSION OF THE TRANSACTION DOCUMENTS, SETTLEMENT 8.1 Once the Winners of the Tender have been selected, the Transaction Documents shall be completed with respect to each Winner of the Tender only with: (a) the identification data of the Winner of the Tender; (b) the identification of the relevant Receivables; (c) the amount of the purchase price identical to the purchase price offered by the Winner of the Tender for the respective Group of the Receivables in the Bid; and (d) any other data necessary for the finalization of the Transaction Documents. After being completed, the Transaction Documents shall be signed by the Winner of the Tender and the Insolvency Administrator at a joint meeting. The Insolvency Administrator shall be entitled to request the Winner of the Tender to attend this meeting and to sign the Transaction Documents at a place and time determined by the Insolvency Administrator at least three (3) business days in advance. All of the signatures of the authorized representative of the Winner of the Tender attached to the Transaction Documents shall be notarized. 8.2 The Winner of the Tender shall pay the lump sum of the purchase price according to the Transaction Documents after the deduction of the amount paid pursuant to Clause 7.1 hereof and eventually considering the payments of the contractual penalty demanded by the Insolvency Administrator in accordance with the Rules to the Insolvency Administrator s bank account as Page 9 of 13

10 specified in the Assignment Agreement and shall do so within the deadline stipulated in the Transaction Documents. The purchase price shall be considered to have been paid once the Insolvency Administrator s bank account has been credited with the sum in question. 8.3 If the Winner of the Tender has not paid the purchase price duly and on time, the Insolvency Administrator shall be entitled to (i) withdraw from the concluded Transaction Documents and (ii) to conclude the Transaction Documents with the Participant who as the next in the line offered the highest purchase price within the respective Group of Receivables. A similar procedure shall apply, if the transfer of the Receivables based on the Transaction Documents concluded with the Participant does not come into effect. The provisions of these Rules applying to the Winner of the Tender shall apply mutatis mutandis to the Participant who as the next in the line offered the highest purchase price within the respective Group of Receivables. 9 EXCLUSION AND WITHDRAWAL FROM THE TENDER 9.1 The Insolvency Administrator may exclude from the Tender any Participant who provides untrue information or representation in any document submitted to the Insolvency Administrator throughout the course of the Tender or who no longer fulfills the Participation Conditions or otherwise breaches the Rules or legal requirements for the assignment of the Receivables. The Insolvency Administrator shall deliver to the Participant a written notice of their exclusion, in which the grounds for the exclusion shall be set out. 9.2 The Participant may withdraw from the Tender by means of written notice delivered to the Insolvency Administrator prior to the submission of the Bid pursuant to Article 5 hereof. 10 CANCELLATION OF THE TENDER AND CHANGE OF THE RULES 10.1 The Insolvency Administrator reserves the right to change or amend these Rules and to suspend or cancel the Tender at any time with the consent of the Creditors Committee. The Insolvency Administrator also reserves the right to reject all the submitted Bids and not to conclude the Transaction Documents with any of the Participants with the consent of the Creditors Committee Any changes or amendments to the Rules shall be notified to each Participant of the present Tender by a written notice and/or via . Page 10 of 13

11 11 OTHER PROVISIONS 11.1 The announcement of the Tender and the publication of the Rules The Tender is announced on the website of MSD ( Information about the Tender shall also be published in a nationally distributed daily newspaper. The Rules and any amendments thereto, with the exception of Annex Nos. 2-4 hereof, shall be published on the website of MSD ( The specimen contractual documentation, which is contained in Annex Nos. 2 to 4 hereof, shall be sent to the applicants on the basis of a duly signed request containing the applicant s identification information (including the address). This request must be received (i) as an attachment in the PDF format sent to: pohledavky@imsd.cz ( subject: MSD TENDER A REQUEST FOR THE PROVISION OF DOCUMENTS ) or (ii) as a letter delivered in person, using a courier service or by registered mail to the following address: Mgr. Ing. Ivo Hala, the Insolvency Administrator of Metropolitní spořitelní družstvo v likvidaci, having its registered office at Italská 1583/24, Vinohrady, Prague 2, Postal Code (envelope marked as: MSD TENDER A REQUEST FOR THE PROVISION OF DOCUMENTS ) Notices The Applicants shall state their contact information in the Participation Agreement, especially their address, fax number and the postal address in the Czech Republic, to which the required notices may be sent. The Applicants with their registered offices abroad who do not have a postal address in the Czech Republic are obliged to establish a representative with a registered office or permanent residence in the Czech Republic for the delivery of all the notices pertaining to the Tender and to specify said representative s contact information in the Participation Agreement. The Applicants (Participants) are required to only use the following contact details when communicating with the Insolvency Administrator: Mgr. Ing. Ivo Hala Registered office: Italská 1583/24, Prague 2, Postal Code imsd@akhala.cz 11.3 Costs of Tender All of the costs of the Applicants and the Participants connected with their participation in the Tender and in connection with it shall be borne in full by these Applicants and Participants, even if the Applicant or Participant is excluded from the Tender, the Rules are changed or the Tender is cancelled by the Insolvency Administrator. Page 11 of 13

12 11.4 Language of Tender The Tender shall take place in the Czech language. These Rules have been drawn up in the Czech language and the Czech language version shall be decisive regardless of any of its translations. These Rules have also been drawn up in the English language translation, but this is only of an informative nature and is not binding. Unless stipulated otherwise, the Participation Agreement, the Confidentiality Agreement, the Agreement on Escrow Account and the other documents submitted by the Applicant (Participant) in accordance with the Rules shall be drawn up in the Czech language. The only exceptions are official documents issued abroad which the Applicants (Participants) may submit in the English original or in a notarized translation into Czech or English language. In order to ensure the better orientation of the Applicants, or the Participants, the Insolvency Administrator may also submit or make available the documents regarding the Tender in English language. Any such translations are for information purposes only and are not binding Identification of Payment The Applicant (Participant) who credits any payment to the Insolvency Administrator s bank account in accordance herewith, shall state its business identification number or another similar number stated in the Participation Agreement or the Agreement on Escrow Account Agreement as the variable symbol, otherwise the payment may not be recognized as having been properly credited. If the Applicant (Participant) has not been assigned any such number, it shall contact the Insolvency Administrator who shall give it the variable symbol to be used for the purpose of the payments. When identifying a payment that which has not been properly identified, the Applicant (Participant) shall provide the Insolvency Administrator with all necessary cooperation Governing Law The Rules and all the legal relationships constituted hereunder shall be governed by the Czech law with the explicit exclusion of (i) the principles concerning conflicts of law and (ii) the UN Convention on Contracts for the International Sale of Goods (the so-called Vienna Convention). Any disputes arising from these Rules or in connection with them (including the matter of the existence of these Rules and the interpretation thereof) shall be submitted to the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic (hereinafter referred to as the Arbitration Court ). The Arbitration Court shall consist of three (3) arbitrators appointed in accordance with the effective Arbitration Rules of the Arbitration Court. The place of arbitration shall be in Prague, the Czech Republic and the language of arbitration shall be Czech. The arbitration award shall be final and binding on the parties to the Rules, i.e. especially the Applicants and/or Participants and/or the Insolvency Administrator. With the exception of any events where an arbitration award may be reviewed Page 12 of 13

13 by a court under the applicable law, no party to the Rules, i.e. especially the Applicants and/or Participants and/or the Insolvency Administrator, shall be entitled to call for the arbitration award to be reviewed by the courts This Tender is neither a public offer for a contract pursuant to Section 1780 et seq. of the Civil Code nor a public tender for the most convenient offer pursuant to Section 1772 et seq. of the Civil Code List of Annexes Annex No. 1: Annex No. 2: Annex No. 3: Annex No. 4: Definition of Receivables / Group of Receivables Specimen of the Participation Agreement Form Specimen of the Confidentiality Agreement Form Specimen of the Agreement on Escrow Account Form Page 13 of 13