Appendix no. 12 to ZPZ A/18/2016 REGULATIONS. Bank Accounts, Operations and Services for Corporate Clients of Bank Polska Kasa Opieki S.A.

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1 Appendix no. 12 to ZPZ A/18/2016 REGULATIONS Bank Accounts, Operations and Services for Corporate Clients of Bank Polska Kasa Opieki S.A.

2 Table of contents GENERAL PROVISIONS... 3 PART I BANK ACCOUNTS... 7 CHAPTER 1 OPENING BANK ACCOUNTS... 7 CHAPTER 2 SIGNATURE SPECIMEN CARD/POWER OF ATTORNEY DOCUMENTS CHAPTER 3 INTEREST ON FUNDS ON THE BANK ACCOUNT CHAPTER 4 APPLICATION OF EXCHANGE RATES CHAPTER 5 ADMINISTRATION OF FUNDS ON THE BANK ACCOUNT CHAPTER 6 TERM DEPOSIT ACCOUNTS CHAPTER 7 BANKING SERVICES PROVIDED UNDER THE AGREEMENT. THE PEKAO SALARIES SERVICE CHAPTER 8 DERIVATIVES AND SPOT TRANSACTIONS PART II PAYMENT TRANSACTIONS CHAPTER 9 GENERAL RULES FOR THE PERFORMANCE OF PAYMENT TRANSACTIONS CHAPTER 10 CASH PAYMENT TRANSACTIONS CHAPTER 11 CASHLESS PAYMENT TRANSACTIONS IN PLN CHAPTER 12 CHEQUES IN PLN CHAPTER 13 FOREIGN CURRENCY TRANSFERS CHAPTER 14 FOREIGN CHEQUE TRANSACTIONS PART III. THE PEKAOBIZNES24 ONLINE BANKING SYSTEM CHAPTER 15 IMPLEMENTING AND MAKING AVAILABLE THE PEKAOBIZNES24 SYSTEM CHAPTER 16 USE OF THE PEKAOBIZNES24 SYSTEM CHAPTER 17 SERVICES AVAILABLE IN THE PEKAOBIZNES24 SYSTEM CHAPTER 18 TECHNICAL ASSISTANCE AND SUPPORT CHAPTER 19 PEKAOBIZNES24 SYSTEM SECURITY CHAPTER 20 PRINCIPLES OF LIABILITY PART IV FINAL PROVISIONS CHAPTER 21 COMMISSIONS AND FEES CHAPTER 22 CORRESPONDENCE AND NOTIFICATIONS CHAPTER 23 TERMINATION OF THE AGREEMENT AND BANK ACCOUNT CLOSURE CHAPTER 24 FINAL AND INTERIM PROVISIONS

3 Appendix no. 12 to ZPZ A/18/2016 GENERAL PROVISIONS 1. The present Regulations, hereinafter referred to as the Regulations, contains the general terms and conditions of: 1 1) the maintenance of bank accounts in PLN and in foreign currencies and the provision of other banking services by Bank Polska Kasa Opieki Spółka Akcyjna, hereinafter referred to as the Bank, 2) making available and using the PekaoBiznes24 Internet Banking System, 3) executing payment transactions which form the subject of domestic cash settlements, 4) settlement and execution of foreign currency transfers received by the Bank and the execution by the Bank of instructions for outgoing foreign currency transfers, 5) performing operations on cheques in foreign trading at the Bank for the benefit of entrepreneurs and foreign entrepreneurs within the meaning of the Act on Freedom of Business Activity of July 2, 2004 as well as other entities which are deemed as Corporate Clients according to the separate regulations of the Bank. 2. The following Appendices are attached to the present Regulations: 1) No. 1 the List of banking services which may be provided under the Agreement, 2) No. 2 the cut-off time message, 3) No. 3 Schedule of functionalities included in subscription packages and of services available through the PekaoBiznes24 System. 3. The following provisions of the Payment Services Act are not applicable to bank accounts, operations and banking services referred to in the Regulations: 1) Section II of the Payment Services Act, exclusive of art. 32a, 2) art. 34, art , art. 40 sec. 3 and 4, art. 45, art. 46 sec. 2-5, art and art of the Payment Services Act. 4. The term defined in Article 44 sec. 2 of the Payment Services Act shall be replaced by the term referred to in 40 sec. 2 of these Regulations (subject to the provisions of 92.4 of the Regulations). 5. The provisions excluded under sec. 3 shall be replaced by the provisions of these Regulations. 1. The terms used in the Regulations (subject to the provisions of section 2) shall have the following meaning: 1) The Bank Bank Polska Kasa Opieki Spółka Akcyjna; 2) bank/provider a domestic or foreign bank, as well as an institution or entity acting as provider of payment services; 2 3) correspondent bank a bank which maintains in its ledgers the Bank s account in a specified currency (Nostro account) or a bank the account of which in a specified currency is maintained by the Bank in its ledgers (Loro account), 4) Actual Beneficiary natural person fulfilling the criteria of Actual Beneficiary defined in the Act on Counteracting Money Laundering and the Financing of Terrorism (Dz. U. [the Journal of Laws] for 2010, no. 46, item 276, as amended); 5) cheque (in French: chéque, in German: Scheck) a document containing a written and unconditional order, addressed to the drawee, to pay a specified amount of money to an indicated person or to the presenter, against the funds which are at the drawer s disposal; 6) Value date the day from which or to which the Bank charges interest on cash credited or debited to a Bank Account; 7) Business Day any day except for Saturdays, Sundays and statutory holidays, when the Bank regularly conducts its operation necessary for the execution of transactions, including payment transactions and other activities covered by these Regulations, or 3

4 a day on which a bank participating in the execution of such transactions/activities regularly conducts its operations necessary for their execution; 8) Cut-off Times the cut-off times specified by the Bank, during which the Bank shall perform the following actions: a) settlement of Domestic Transfer Orders received in interbank settlements as well as foreign exchange transfers, b) acceptance of payment orders pertaining to the execution of Domestic Transfer Orders/foreign currency transfers to be performed on the same Business Day. The message which specifies the Cut-off Times shall form an appendix to the Regulations. 9) endorsement transfer of cheque rights by the cheque holder (endorser), by placing an appropriate endorsement clause on the reverse of the cheque (blank or full ownership endorsement/endorsement for collection) and by handing the cheque over to the person to whom the rights under the cheque are to be transferred (endorsee). 10) documentary collection a bank transaction during which the Bank receives a cheque from the presenter, after which the funds payable under such cheque are placed at the payee s disposal after the payment is received from the drawee; 11) Bank unit an outlet or branch of the Bank providing operational services to Clients; 12) Information Card a bank form filled in by the Client with whom the Bank had entered into an Agreement, containing information on the entity; 13) Client an entrepreneur, foreign entrepreneur or other entity that fulfils the corporate client criteria defined in separate regulations of the Bank, with whom the Bank has signed the Agreement; 14) Signature Specimen Card Signature Specimen Cards submitted to the Bank by the Client; 15) Non-resident within the meaning of art a) of the Foreign Exchange Law of July 27, 2002, a natural person resident abroad, a legal person having its registered office abroad as well as other entities having their registered office abroad; 16) Recipient the beneficiary, a natural person, legal person or organisational entity without legal personality (including the Client where such Client is the recipient of the funds which form the subject of a payment transaction), specified in the given domestic transfer/foreign transfer, whose account is to be credited or for whom the payment is to be made as a result of the execution of the domestic transfer/international transfer; 17) Contractual Period the period for which the term deposit account was opened, specified by the Client in the instruction pertaining to the payment of a term deposit; 18) EEA country a Member State of the European Union or a member state of the European Free Trade Association (EFTA) which is a contracting party to the Agreement on the European Economic Area (EEA), 19) presenter payee of the cheque, or a person authorised by the payee, who presents the cheque for cashing. A domestic or foreign bank may also be the presenter, 20) Domestic Transfer Order/domestic transfer an order for the debiting of the Bank Account with a specific amount in PLN and for crediting with the said amount the bank account of the Recipient, whether maintained by the Bank or by another domestic bank, or an order for the crediting of the Account received from another domestic bank; 21) foreign transfer a foreign currency transfer sent by the Bank on the basis of a payment order submitted by the Client for the benefit of a specified Recipient, or a foreign transfer received by the Bank from a foreign bank, a foreign financial institution or domestic bank for the purposes of crediting the Client s account; 22) SEPA transfer a foreign transfer received/sent in EUR, executed between banks which are the participants of SEPA settlements (SCT-SEPA CREDIT TRANSFER), executed by the Bank using the EuroELIXIR system; 23) STP transfer transfer drawn up in a way enabling automatic (without the operator s participation) processing of payment messages, the so-called Straight Through Processing. An STP transfer must contain SWIFT code (BIC) and the Recipient s account number (IBAN format if applied in a given country); it cannot include special instructions; 24) SWIFT transfer transfer received/ sent by the Bank by means of the SWIFT system; 25) Bank Account, Account a current, auxiliary or term deposit account maintained for the Client by the Bank; 4

5 26) Regulations The present Bank Accounts, Operations and Banking Services for Corporate Clients of Bank Polska Kasa Opieki S.A. Regulations; 27) payee a natural person indicated on the cheque, having full legal capacity, or a legal person or entity which is neither a legal nor a natural person but which has the capacity to acquire certain rights, such as a registered partnership, to which or upon the request of which the cheque amount is to be paid; 28) Representatives members of a body authorised to represent the entity, as well as proxies appointed by the entity and other persons authorised to represent it, disclosed in a relevant register, and, in the case of organisational units without legal personality, not entered into the register persons defined in the relevant deed of incorporation, as well as self-employed natural persons conducting economic activity, including natural persons who have the status of entrepreneurs; 29) Resident within the meaning of art a) of the Foreign Exchange Law of July 27, 2002, a natural person resident in the given country, a legal person resident in the given country and other entities resident in the given country as well as branch offices, agencies and enterprises established by non-residents which are located in the given country; 30) electronic banking system the PROFFICE electronic banking service system or another electronic banking system used by the Client; the rules for making available and using the electronic banking system are contained in separate regulations/agreements concluded between the Bank and the Client using the given system, 31) The EuroELIXIR system an interbank electronic payment settlement system designed for the settlement of transactions in EUR, operating within the framework of Krajowa Izba Rozliczeniowa S.A. (the National Clearing House); 32) The PekaoBiznes24 System the PekaoBiznes24 Internet Banking System; 33) SWIFT system the Society for Worldwide Interbank Financial Telecommunication, handling financial telecommunications between banks and other financial institutions connected to this network; 34) Tariff the Bank s Tariff of commissions and bank fees for Corporate Clients from the medium and large enterprises segment; 35) payment transaction payment or withdrawal of cash, Domestic Transfer Order, foreign currency transfer or cheque operation (including FX cheque operations); 36) drawee the bank indicated on the cheque or the person who administers the drawer s funds for the cheque payment; for cheques issued and payable in Poland, only a bank may be indicated as the drawee, 37) Agreement any Agreement forming the basis for the Bank to open and keep the bank accounts for the Corporate Client. 38) Unique Identifier when performing payment transactions using a banking account: a bank account number used in the Polish (NRB format) or international (IBAN format) account numbering system or other unique identifier specified in the agreement for the purposes of the designation and unambiguous identification of accounts operated by the Bank or bank/provider. For other products, the Unique Identifier is defined under separate agreements and regulations pertaining to such products; 39) PSA the Payment Services Act; 40) User a natural person authorised to use the PekaoBiznes24 System or other online banking system used by the Client on behalf of and for the benefit of the Client. 41) payment instruction an instruction of the Client addressed to the Bank, containing instructions to execute a payment transaction. 2. The terms used in Part III: The PekaoBiznes24 Internet Banking System are defined in 77 of the Regulations. 1. The Bank shall bear full liability for funds accepted for safekeeping and is obliged to ensure their due protection. The Bank s liability does not extend to losses resulting from willful actions performed by the Client and proxies appointed by the Clients within the limits of the powers granted to them, as well as to losses resulting from circumstances beyond the control of the Bank, in particular force majeure or decisions and orders of the authorities and state administration. 2. The Bank shall be liable for actual damages, excluding lost profits, suffered by the Client/Recipient as a result of incorrect performance of the payment transactions covered by the provisions of the Regulations. Should the payment order be executed in an untimely man- 3 5

6 ner, the Bank shall be obliged to pay statutory interest on the amount to be paid for the period from the day on which the payment order should have been executed to the day preceding the day of its actual execution. 1. In connection with the process of collecting from the Client of the personal data of Representatives, persons authorised by the Client, Users and the personal data of Actual Beneficiaries, pursuant to the provisions of art of the act of August 29, 1997 on the protection of personal data (Dz.U. [the Journal of Laws] for 2014, item 1182, consolidated text, as amended), the Bank ensures the protection of personal data of the person to which such data pertains, acting as the administrator of such data. The Data is processed by the Bank for the purposes of the execution of banking activities and other activities being the subject of the Bank s operations, as well as for the purposes of the fulfilment of the Bank s justified needs stemming from the provisions of law which include, in particular: marketing needs related to the Bank s own products and services, as well as the assertion of claims with respect to the business activity conducted. 4 Personal data may be provided exclusively to entities which are duly authorised pursuant to the provisions of applicable laws, including to the Polish Bank Association with registered office in Warsaw, ul. Kruczkowskiego 8, Warsaw, as well as to Biuro Informacji Kredytowej S.A. (the Credit Information Bureau) with registered office in Warsaw, ul. Modzelewskiego 77a, Warsaw, as well as to other entities authorised on the basis of contracts concluded by the Bank. Furthermore, in relation to international money transfers performed through the Society for Worldwide Interbank Financial Telecommunication (SWIFT), access to the personal data of the participants of these transactions may be provided to the government administration of the United States. American authorities undertake to use the personal data obtained from SWIFT only for the purposes of combating terrorism, subject to the guarantees provided for in the European personal data protection system expressed in the Directive 95/46/EC of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. All persons whose information is being processed shall have the right to access and correct the contents thereof. Such persons are also entitled to lodge a written, substantiated request to cease the processing of their data due to their specific situation and to submit a written objection to the processing of their data for marketing purposes or to the transfer thereof to another data administrator. 2. The Client is obliged to inform the Representatives, persons authorised by the Client, Users and Actual Beneficiaries whose personal data has been provided by the Client to the Bank for the purposes of the processing thereof about this fact, and to communicate the information specified in section 1 to these persons on behalf of the Bank, indicating itself (the Client) as the source of personal data. The Bank is not liable in the event of any violation of the above-mentioned obligations by the Client. 1. The Client shall be obliged to immediately notify the Bank in writing of any material changes in their legal or factual situation, in particular of: a) change of address, including address or name/company name of the Client, b) change of the subject of the business activity pursued, c) change of the foreign exchange status of the Client, d) change of the Representatives, e) loss or acquisition of concessions/permits, f) change of natural persons being Ultimate Beneficial Owners or personal data concerning these persons, g) occurrence of conditions for filing of a bankruptcy petition or a winding-up petition. 2. In the case of change of the company name or legal form of the Client in the event of a merger, acquisition or other change, the Client shall notify the Bank of the changes by submitting documents confirming these changes and the scope thereof, including in particular court decisions concerning such changes as well as other documents required by the Bank. 3. The Bank shall not be liable for damage incurred by the Client in the event of non-performance of the obligation referred to in section

7 6 Persons: 1) representing the Client, 2) holding powers of attorney granted by the Client, 3) persons making cash transaction commissioned by or in favour of the Client, 4) submitting documents to a Bank unit containing Client's instructions on behalf of the Client are under an obligation to produce an identity document at each request of the Bank. PART I BANK ACCOUNTS CHAPTER 1 OPENING BANK ACCOUNTS 1. The Bank opens and maintains the following types of Bank Accounts: 1) current accounts, 2) auxiliary accounts and 3) term deposit accounts Current accounts, payable on demand, are maintained in PLN or in foreign currencies1 and are intended for the accumulation of the Client s funds and for domestic and international settlements linked to the activities pursued by the Client. 3. Auxiliary accounts, payable on demand, are maintained in PLN or in foreign currencies and are intended for the segregation of the Client s funds for specific purposes as well as for the performance of cash settlements specified by the Client. Opening an auxiliary account is not in any way dependent upon the maintenance of a current account for the given Client The UNIA auxiliary account is designed for the accumulation of funds for the implementation of a project co-financed by the European Union, for the execution of payments performed in relation with a project co-financed by the European Union as well as for the receipt of public resources in the form of subsidies. 2. Expenditures incurred by programme beneficiaries due to: 1) commissions and fees for opening and maintaining a UNION auxiliary account, 2) commissions and fees on domestic and foreign transactions executed to the debit of the UNION auxiliary account may be eligible for co-financing from the European Union funds. In such a case, the Client for the benefit of whom an auxiliary UNION account is maintained may apply for the reimbursement of the aforementioned expenses when settling a given project, in accordance with the applicable regulations for individual European Union schemes. 9 Term deposit accounts are maintained in PLN and in foreign currencies and are designed for keeping the Client s funds throughout the Contractual Period. The detailed terms and conditions for the opening and operation of term deposit accounts are laid down in Chapter 6 of the Regulations. 1 The list of foreign currencies for which the Bank maintains bank accounts shall be announced at the units of the Bank and made available to the Client at the Client s request. 7

8 1. The precondition for opening a Bank Account is the conclusion of an Agreement between the Bank and the Client. 2. Prior to the conclusion of the Agreement, the Client having Resident status shall submit the following documents to a unit of the Bank: 10 1) up-to-date documents confirming the acquisition of a legal personality or confirming the pursuit of business activities, including concessions and permits, where the business activities performed by the Client may not be pursued in the absence thereof, as well as a certificate of entry into the register of regulated activities where the business activities performed by the Client require such an entry, or a declaration of the commencement of business activities which do not require any concessions, permits or entries into the register of regulated activities to be acquired or made. Branches and agencies of Non-residents shall, respectively, submit a copy of an entry in the National Court Register or a certificate of entry into the register of agencies of foreign entrepreneurs, 2) the relevant documents confirming that the persons representing the Client at the conclusion of Agreement are authorised to sign declarations on behalf of the Client within the scope of their property rights and obligations, provided that the data does not originate from documents referred to in point 1(a) of this paragraph, including in particular the power of attorney or resolution of a relevant body of the Client, 3) the certificate of the Province Statistical Office confirming the allocation of a REGON statistical number as well as the decision of the competent tax office on the allocation of a Tax Identification Number (NIP) subject to the provisions of section 3, 4) a completed Information Card, 5) other documents, if such obligation arises out of separate regulations or the Bank considers that they are necessary for the conclusion of the Agreement. 3. The obligation to submit documents listed in section 2.3 does not apply to a Client whose REGON and PIN numbers are available in the Central Register and Information on Economic Activity (CEIDG), in the Central Information of the National Court Register (CI KRS) or through the epuap electronic platform for public administration services, in which case the documents listed in section 2.3 shall be replaced by a printout from the CEIDG website, the CI KRS website or the epuap website (this applies to the REGON number), containing the Client's data (including the NIP and REGON numbers). 4. The Bank may open a Bank Account for the benefit of an entity (a Resident) which acquires a legal personality at the moment of entry into the applicable register (a limited liability company or joint-stock company in the process of formation), following the submission by such entity of an applicable document confirming the execution of a deed of company formation as well as of a copy of the application for entry into the register, along with the confirmation of the submission thereof to the competent registration authority provided that such application has already been submitted. 5. A Client having a Resident status shall, prior to the conclusion of the Agreement, submit the following documents to the unit of the Bank: 1) an official document originating from the country in which the given Non-resident has its registered office, containing the basic data of the Non-resident as well as information on its legal status, along with a confirmation of the conformity with the laws of its place of origin, issued by the competent authority in accordance with the international agreement to which the Republic of Poland is a party, a Polish consular office or consular division of a Polish diplomatic representation. If the document has been drawn up in a country which is a contracting party to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents, the only form of authentication shall be an apostille placed on the document or attached thereto. 2) relevant documents confirming that the persons representing the Client at the conclusion of Agreement are authorised to submit declarations on behalf of the Client within the scope of their property rights and obligations, provided that the data does not originate from documents referred to in item 1), including, in particular, the power of attorney or the resolution of a relevant body of the Client, 3) a completed Information Card, 4) other documents, if such obligation arises out of separate regulations or the Bank considers that they are necessary for the conclusion of the Agreement, 8

9 5) optionally a Certificate of Tax Residency for the purposes of determining the tax rate on interest in accordance with the provisions of The required documents referred to in 10 may be provided to the Bank by letter, provided that both the identity of the Representatives and the authenticity of their signatures, placed on the declarations and documents provided as well as their authorisation to represent the Client have been confirmed: 11 1) in case of documents pertaining to a Resident by a Polish notary, 2) in case of documents of a Non-resident by a competent authority, according to an international agreement to which the Republic of Poland is a party, a Polish consular office, a consular division of a Polish diplomatic representation or a Polish notary. The documents can also be authenticated by a foreign notary whose powers shall be certified by a competent authority, according to an international agreement to which the Republic of Poland is a contracting party, Polish consular office or consular division of a Polish diplomatic representation, appropriate to the country of residence of Non-resident. 3) If the documents are submitted in the form of extracts or copies, their conformity with the original documents shall be confirmed by the employee of the Bank or by one of the persons specified in section Documents drawn up in a foreign language shall be translated into Polish by a certified translator. Translations of documents prepared by foreign translators should be verified in the manner specified in section Where the Bank opens an Account for the Client who is a client of another bank which is part of the UniCredit Group, the documents required for the purposes of conclusion of the Agreement may be authenticated and confirmed by the employees of such bank, with respect to the following issues: 1) the authenticity of the handwritten signatures placed on the declarations and documents used for the purposes of opening an Account with the Bank, 2) the conformity of the copies of documents containing the identification data of the Representatives as well as of the copies of documents containing the identification data of the Actual Beneficiary with their respective original versions, 3) the conformity of the documents provided by the Client with the laws of the jurisdiction in which such documents have been issued, 4) the confirmation that the translation into Polish of documents drawn up in a foreign language was made by a sworn translator. In exceptional circumstances, the requirement for the submission of the Polish translation of documents drawn up in a foreign language may be waived. 4. The provisions of sections 1-4 shall apply mutatis mutandis to documents and declarations made by the Client during the term of the Agreement. 1. The opening of subsequent current and auxiliary accounts under the Agreement with the exception of salary accounts opened within the framework of the Pekao Salaries service referred to in Chapter 7 of the Regulations shall be effected by way of submitting an appropriate instruction: 1) in paper form, or 2) in electronic form via the PekaoBiznes24 System and the approval thereof by the Bank; the conclusion of an annex to the Agreement by the Parties is not required. 2. In cases where the Agreement provides that subsequent bank accounts may only be opened where an annex to the Agreement is concluded, the signing the aforementioned Instruction by the Parties to the Agreement shall be in lieu of such annex. 12 9

10 CHAPTER 2 SIGNATURE SPECIMEN CARD/POWER OF ATTORNEY DOCUMENTS 1. Subject to the provisions of 79 of the Regulations, the Client may grant a power of attorney to make dispositions of the funds present on the Client s accounts or to perform other actions related to the performance of the Agreement. A power of attorney may be either an enduring power of attorney or a power of attorney to perform a single action (specifying a single action to be performed). 2. The Representative shall be entitled to grant further powers of attorney only if the original power of attorney provides that the Representative may do so. 3. Subject to the provisions of 109.3, an enduring power of attorney may be granted as: 13 1) a generic power of attorney for an indeterminate duration, as part of which the proxy has the right to independently perform the following actions: a) to open and close Bank Accounts, within the framework of the Agreement, b) to negotiate and adopt decisions with respect to interest rates, fees and commissions and other conditions related to the maintenance of Accounts, c) to place and authorise all instructions pertaining to the Accounts maintained under the Agreement, including also to make withdrawals from the Accounts and to place payment orders without any restrictions in that regard up to the amount of funds available under the credit limit or other limit specified with respect to credit which may be drawn against the Account. A general power of attorney does not include an authorisation for the submission and authorisation of instructions pertaining to banking services other then the Accounts maintained under the Agreement; in particular, such power of attorney shall not extend to submitting and signing instruction/applications of the Client with the aim of conclusion, amendment or termination of agreements for the provision of such services. 2) limited power of attorney under which the proxy has the right to perform activities in the scope and within the timeframe defined in the power of attorney document. 4. The Client declares and assures the Bank that the persons to whom the power of attorney was granted in accordance with the provisions of applicable laws and internal regulations hold valid and effective authorisations to make dispositions of the funds present on the Client s accounts or to perform other actions related to the performance of the Agreement. 5. The Client assumes full liability for the contents including, in particular, the effectiveness and veracity of the declaration referred to in section 4. Should the declaration of the Client prove ineffective or inaccurate, the Client agrees to redress the damage incurred by the Bank as a result thereof. 1. The power of attorney shall be made in writing, using the Signature Specimen Card or by way of a declaration of intent made in a separate document. For the power of attorney to be effective vis-à-vis the Bank, a declaration confirming that the power of attorney has been granted by the Client and a signature specimen of the proxy shall be submitted in the presence of an employee of the Bank or, alternatively, the authenticity of the declaration/signature shall be certified in the manner specified in or of the Regulations. 2. The Signature Specimen Card is a document which specifies the persons who are authorised to submit and sign documents required by the Bank to make dispositions of the funds present on the Bank Account as well as documents linked to the performance of the Agreement, for and on behalf of the Client, due to the functions which such persons perform or on the basis of a permanent power of attorney granted, within the scope and in the manner (i.e. individually or jointly) specified alongside the identification data and signature specimen of the given person. The Authorised Person Card forms an integral part of the Signature Specimen Card; the Authorised Person Card shall be completed by all persons specified on the Signature Specimen Card. In order for a document submitted by the Client in performance of the Agreement to be valid, it must contain the signatures of persons specified on the Signature Specimen Card or the signatures of proxies to whom powers of attorney have been granted in a separate document

11 3. Where the Client fails to issue a separate instruction, the Signature Specimen Card shall apply to all Bank Accounts maintained by the Bank for the Client under the Agreement at the time when the power of attorney is granted as well as to those Bank Accounts which may be opened under such Agreement in the future. The Client may indicate different persons to administrate individual Accounts maintained for the benefit of such Client by the Bank. Their signatures should, in such case, be placed on separate Signature Specimen Cards. 4. The Signature Specimen Card shall be signed on behalf of the Client by the Representatives in the presence of a Bank's employee who shall verify their identity on the basis of the identity documents produced. The Bank allows for the possibility of the authentication of the signature placed on the Signature Specimen Card as well as of the rights to represent the Client in a manner specified in 11.1 or The Bank shall be entitled to refuse to accept a signature specimen card if the authorisation of persons listed on the card to submit declarations concerning property rights and obligations of the Client has not been properly documented. 1. A power of attorney shall be deemed valid until revoked in writing, until its expiry under the provisions of applicable laws, the performance of the action for the purposes of which it has been granted or until the lapse of specified period for which is has been granted. 2. Cancellation of a power of attorney or its expiry shall be effective for the Bank on the Business Day following the day of receipt of a written notification by the Bank; however, the Bank shall be entitled to refuse to execute an instruction even on the day of receipt of the notification of cancellation or expiry of the power of attorney of the person who has signed such instruction. The Bank shall make an appropriate note on the Signature Specimen Card whenever any power of attorney is revoked or expires, resulting in the loss of authorisation by a given person. 3. The Signature Specimen Card shall be valid until the written revocation or amendment thereof by the Client (subject to the provisions of section 2). 4. The Client is obliged to submit to the Bank a new Specimen Signature Card, including, in particular, where: 1) change of the name/business name/company stamp or registered office of the Client, 15 2) loss of the authorisations to administrate the account and to perform the Agreement by all persons listed on the Signature Specimen Card, and 3) occurrence of other circumstances having an impact on the dispositions of the funds present on the Account and on the performance of the Agreement. 5. The changes in the Signature Specimen Card may be made before the changes are introduced to the relevant register on the basis of a copy of an application addressed to the registration body along with the confirmation of receipt and agreements, appointments or resolutions of authorised bodies of the Client. The possibility of introducing changes to the Signature Specimen Card prior to making such changes in an appropriate register shall not be available to applicants having the status of Non-residents. CHAPTER 3 INTEREST ON FUNDS ON THE BANK ACCOUNT 1. Funds accumulated on bank accounts are either interest-free or bear interest in accordance with the principles defined in the Agreement. On the day on which the balance on a current account, auxiliary account or a specific funds PLN account is lower than the minimum amount defined by the Bank, the funds accumulated on the account shall not bear interest. 2. The interest on funds on a interest-bearing Bank Accounts shall be applied as of the day constituting the value date for a payment or amount credited on the bank account, and end on the day preceding the date of value for a withdrawal or amount debited from the bank account. The Bank shall not calculate interest on the funds paid into and out of the Account on the same day

12 3. Interest-bearing bank accounts bear interest according to floating interest rates defined by the Bank per annum. For the purposes of calculation of the interest on the funds present on Bank Accounts, it is assumed that the year has 365 days. 4. The Bank shall notify the Client of the current interest rate by placing the information on the Account statement. 5. The Bank may change the interest rate for Bank Accounts bearing interest calculated in accordance with a floating rate, without prior notice and with immediate effect, irrespectively of the frequency and scale of such change, should at least one of the following circumstances occur: 1) change of the mandatory reserve rate determined by the Monetary Policy Council and conditions of transferring thereof, 2) change of base interest rates determined by the Monetary Policy Council, 3) changes in interest rates for deposits on interbank exchange and money market, 4) change of inflation rate. 5) changes in interest rates or resignation rates for cash on bank accounts of clients who are not consumers by other domestic banks. 6. The interest calculated by the Bank is added to the account balance (capitalised): 1) once a month (on the last day of each month; interest amounts shall be made available to the Client on the first calendar day of the following month) on accounts maintained in PLN, 2) once a year (on January 31; interest amounts shall be made available to the Client on February 1) on foreign currency accounts, 3) as at the day of liquidation of the account. Capitalisation of interest shall be included on the Bank Account statement which includes the day on which the capitalisation of interest has taken place. 1. In the cases specified in applicable provisions of law, the Bank shall charge and pay income tax for interest earned by a Non-resident Client. 2. The application of interest taxation rates resulting from agreements on the avoidance of double taxation or refraining from charging tax under such agreement shall be possible if the Client submits a Certificate of Tax Residency (a declaration on the location of his registered office or place of residence for tax purposes, issued by the competent tax administration authority in the country in which the Client has its registered office or place of residence), as well as certificates and declarations required under the provisions of applicable laws. The above-mentioned documents may be submitted either in the form of original documents or as copies thereof (provided that such copies are certified to be true to the original documents in a manner specified in ); however, in the latter case, the Client shall be under an obligation to deliver the original documents within the period specified by the Bank at every request of the Bank. 3. The date of validity of the Certificate of Tax Residency should be possible to determine based on the contents of the document. Where the validity period is not specified in the document, it shall be assumed that the document shall be valid for the period of the next 12 months from the date of issuance thereof. 4. Where the validity period of the Certificate of Tax Residency lapses (or where the data which this document serves to certify is changed), the Client shall be under an obligation to provide an updated document prior to such date. Failure to provide an up-to-date document will result in the application of a tax rate specified under the provisions of laws currently in force in Poland, notwithstanding the applicable agreement on the avoidance of double taxation

13 CHAPTER 4 APPLICATION OF EXCHANGE RATES 1. When purchasing or selling a foreign currency for PLN or another foreign currency, the following exchange rates shall be applied: 18 1) basic exchange rates, i.e. foreign currency sale and purchase rates defined in PLN announced by the Bank in the form of foreign exchange rates tables of the Bank, 2) preferential exchange rates specified by the Bank or negotiated individually between the Bank and the Client. 2. The base exchange rates may be changed by the Bank without forewarning and without prior notification, and the changes become effective on the day of announcement thereof. The Bank informs about changes in exchange rates in the form of a currency exchange rate table available at Bank units and on website. 3. A preferential rate may be applied with respect to a foreign exchange transaction, taking into account the separate regulations of the Bank. 1. Foreign exchange transactions pertaining to the purchase or sale of foreign currencies in exchange for PLN or for other foreign currencies may be concluded by phone, via the PekaoBiznes24 System on the basis of a written instructions of the Client. Foreign exchange transactions may be concluded on any business day, taking into account the times set individually in line with a separate procedure between the Client and the Bank, subject to the provisions of sec When concluding a foreign exchange transaction, the Client authorises the Bank to debit the Client's account with the amount necessary to settle the foreign exchange transaction, and also, in cases referred to in , the amount of "net" settlement. 3. In order for a foreign exchange transaction to be concluded, the Client must have the cash necessary to settle the transaction on the Bank Account, unless the Bank waives this requirement. 4. In order to agree upon the conditions of the foreign exchange transactions, the Bank and the Client should in particular agree upon the following issues: 1) transaction amount, 2) transaction type i.e. purchase or sale of a foreign currencies for PLN or another foreign currency, 19 3) currency pair i.e. currencies forming the subject of a given transaction, 4) exchange rate i.e. the exchange rate of the currency pair, 5) transaction settlement date if different from the day of the conclusion of the transaction. 5. The Bank has the right to refuse to conclude a foreign exchange transaction without justification. 1. Foreign exchange transactions shall be settled on the second business day from the day on which agreement is reached on their conditions at the latest. As a result of the settlement of a foreign exchange transaction, the Bank Account relevant for the currency sold by the Client shall be debited with the amount of the sold currency, and the bank account relevant for the currency purchased by the Client shall be credited with the amount of the currency purchased by the Client. The settlement of a foreign exchange transaction is confirmed by the Bank with the statement from the Client's bank account through which the transaction was settled, or in another form agreed by the Bank and the Client. 2. Should the Bank waive the requirement for the Client to have the necessary amount of cash on the bank account to settle the currency exchange transaction, the Client is obliged to ensure, until 4:00 p.m. on the day of settlement of the foreign exchange transaction, the amount of funds corresponding to the currency sold by the Client. In justified cases, the Bank and the Client may enter into a reverse 20 13

14 foreign exchange transaction, and then compensate the payable receivables under the foreign exchange transaction and the reverse foreign exchange transaction. 3. Should the Client fail to ensure, until 4:00 p.m. on the day of settlement of the currency exchange transaction, the funds to settle the foreign exchange transaction or fail to conclude a reverse foreign exchange transaction and to compensate the payable receivables stemming from the foreign exchange transaction and the reverse foreign exchange transaction, the Bank shall perform a "net" settlement, using the exchange rate taken from the currently applicable Exchange Rates Tables of the Bank. 4. Unless the Parties agree otherwise, the amount of "net" settlement is the product of the transaction amount (expressed in a foreign currency), and the absolute value of the difference between the agreed exchange rate and the exchange rate of the currency pair determined by the Bank on the basis of the applicable Exchange Rate Tables of the Bank. 5. "Net" settlement is executed as follows: 1) when the Client purchases a foreign currency amount and the purchase rate for the currency from the currently applicable Exchange Rates Table of the Bank is lower than the exchange rate, the bank account of the Client shall be debited with the amount of the "net" settlement, 2) when the Client purchases a foreign currency amount, and the purchase rate for the currency specified in the currently applicable Exchange Rates Table of the Bank is lower than the exchange rate, the bank account of the Client shall be credited with the amount of the "net" settlement, 3) when the Client sells a foreign currency amount, and the sale rate for the currency specified in the currently applicable Exchange Rates Table of the Bank is lower than the exchange rate, the bank account of the Client shall be credited with the amount of the "net" settlement, 4) when the Client sells a foreign currency amount, and the sale rate for the currency from the currently applicable Exchange Rates Table of the Bank is higher than the exchange rate, the bank account of the Client shall be debited with the amount of the "net" settlement. 6. If none of the foreign exchange transaction currencies is PLN, the exchange rate for the currency pair shall be defined by combination of the two relevant exchange rates for these currencies from the Exchange Rates Table of the Bank. 1. Foreign exchange transactions concluded in connection with: 21 1) payment transactions in foreign exchange and foreign trade (foreign currency transfers, cheques in foreign trading, documentary collection), 2) documentary letter of credit, foreign exchange guarantees and credits, foreign trade financing transactions as well as other transaction made in currencies other than the currency in which the Bank Account is maintained shall be performed subject to the rules for the settlement of banking operations, specified in the Regulations and in other rules of the Bank, applicable to the given transaction/bank operation. 2. Should the Client conclude a foreign exchange transaction in order to execute a banking operation referred to in sec. 1 and fail to place an instruction for the execution of this operation, or where the operation is not executed by the Bank for reasons provided for in the regulations referred to in sec. 1, the Bank shall settle the foreign exchange transaction through bank accounts of the Client, subject to the provisions of section If the Client does not have a bank account for the currency purchased in a foreign exchange transaction, the Bank shall perform "net" settlement" of the currency exchange transaction in line with the provisions of 20 sec

15 CHAPTER 5 ADMINISTRATION OF FUNDS ON THE BANK ACCOUNT 1. The Client shall be entitled to use the funds up to the amount of the Bank Account balance plus the amount of the allocated overdraft limit or other limit specified with respect to credit which may be drawn on the bank account, minus the amounts blocked on the account (if any), unless the Agreement contains any provisions limiting this entitlement The Bank shall execute Payment Orders submitted by the Client which are: 1) signed in accordance with the specimen signatures on the Signature Specimen Card, using a company stamp where the Client has stated the intention to use such stamp and has placed the specimen thereof on the Signature Specimen Card, subject to the condition that the Bank shall be under no obligation to verify the consistency of the type and colour of the ink used for the given instruction with the specimen stamp referred to above. The use of a facsimile in lieu of a signature is forbidden, 2) submitted in electronic form via the PekaoBiznes24 System/ the electronic banking system, 3) submitted in another manner agreed upon by the Bank and the Client in the form of a separate contract, 4) made in a correct manner in terms of form, 5) compliant with the provisions of applicable laws. 3. The Client shall be responsible for ensuring the correctness and legibility of the data provided when making instructions or payment orders as well as for ensuring that the forms required by the Bank for the purposes of execution of an instruction/payment order are correctly filled. The Bank shall not be liable for the execution of an instruction/payment order the contents of which contain any errors. 1. In cases where there are insufficient funds on the Client s accounts to cover the Client s obligations arising under the Agreement or where the Client makes a transaction for an amount exceeding the account balance or credit limit (or other limit specified with respect to credit which may be drawn against the Account), the unpaid amount or the debit on the Account shall be treated by the Bank as overdue receivables. The Bank makes a request to the Client for the repayment of the overdue debt and charges interest in the amount defined for overdue debt from the day on which the debt became overdue until the day preceding the repayment thereof. The interest rate for overdue debt is provided in messages sent by the Bank. The Bank may change the rate of interest on overdue receivables without the prior notification of the Client, with immediate effect and regardless of the frequency and scale of such change, including, in particular, where any amendments are made to the provisions of applicable laws governing the amount of maximum interest for delays or where there is a change of market conditions which makes it necessary to modify the overdue receivables interest rate. 2. The payment order placed by the Client shall be deemed ineffective from the moment of notification of the Bank on the seizure of the receivables on the Client s bank account. 3. The Bank reserves the right to limit the Client s possibility of making dispositions with respect to the available cash, including: 1) refusal to perform a payment order, 2) freezing the Client s assets, 3) to block cash deposited on the Client s Account 23 in cases provided for under the provisions of applicable laws, including, in particular, under and in accordance with the provisions of the Act on the Prevention of Money Laundering Practices and Financing of Terrorism, as well as in cases where the Client fails to comply with the conditions specified in the Agreement, the Regulations and other documents governing the functioning of products and services which are binding upon the Client. 15