Information about the bank

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1 INFORMATION SHEET RELATING TO FACTORING TRANSACTIONS MANAGEMENT ONLY April 1, 2015 Information about the bank Banca Farmafactoring Spa Registered office and headquarters: Via Domenichino, Milan Telephone number to which the customer can contact for information and contract conclusion: Fax number: and web site: info@bancafarmafactoring.it, Tax identification number and registration number (Milan Register of Companies) Bank of Italy s Register of Banks no. 5751, Italian Banking Association Code , Member of the Interbank Deposit Guarantee Fund, the Italian Factoring Association Parent company of the Banca Farmafactoring S.p.A. banking group, listed on the Register of Banking Groups Share capital: euro 130,900,000 fully paid up WHAT IS FACTORING Factoring is an agreement pursuant to which the Factor purchases from the Client and/or manages for the Client trade receivables owed to the Client by a predetermined pool of debtors, with the possibility for the Client to obtain from the Factor before maturity the advance, in whole or in part, of the consideration for the assigned receivables, or to obtain that the Factor assumes the risk of non payment by the debtor at maturity. Factoring transactions - management only The transaction consists of the assignment for management purposes only of trade receivables owing to the Client by all the debtors within the Italian Public Healthcare System (or within the Italian Public Administration), or by a predetermined pool of the above mentioned debtors, in relation to whom the Client granted to Banca Farmafactoring S.p.A. a power of attorney to collect receivables. The Factor manages, recovers and collects the aforesaid receivables. The collected amounts are applied to the benefit of the Client, subject to the Factor s right to set off its own credits against amounts collected from receivables under management. Client risks The Client guarantees the existence of the receivables managed by the Factor and assumes any obligations arising out of any claims raised by the debtor. 1

2 MAXIMUN APPLICABLE FINANCIAL TERMS Commission ITEM Management, recovery and collection commission Commission applicable in case of collection of receivables that have not been transferred for management purposes COST Cost of commission will be quantified at the time of conclusion of the contract and, in any case will never exceed 1.50% with a minimum annual amount of euro 25, % of the amount collected Other terms and costs Fees for wire transfers Euro 20,00 for wire transfer Preliminary due diligence expenses Euro 1.000,00 Other terms and costs (continues) Contract registration expenses Possible expenses relating to contract registration or the relevant accomplishments and acts connected therewith are borne by the Client Expenses for the renewal of the Euro 750,00 application Expenses for collection of Euro 200,00 for Debtor per year or information about the debtors in case of events occurance Mail expenses Cost of shipping + 5% Handling expenses per document Euro 2.50 per document handled relating to the assigned receivables Expenses to duplicate or obtain copy of book value documents Expenses for statements to be produced to auditors Expenses for wire transfer notice Fees for communications to Client. Premium fee related to the collection performance regarding the principal Premium fee related to the collection performance regarding the Interest Debt Notes Commission in case of withdrawal earlier than the expected minimum Euro 10,00 for page Euro 10,00 for page Euro 5,00 for notice Euro 5,00 for communications 100% of face Value of Issued Debt Notes 50% of overdue interests collected after judicial or extra-judicial activities In case of minimum contract duration 100% 2

3 Value ITEM contract duration Value date applicable to advances from the Factor COST of the commissions are due even if not charged as a result of early termination by the customer. 2 business days starting from the value date (credit money) of the amount paid as a consideration for the receivables Without prejudice to the financial terms above, VAT, where applicable, shall be refunded. The Global Actual Average Rate (TEGM) provided for by Article 2 of Law No. 108/1996 Italian Usury Law in relation to factoring transactions is available for consultation in Banca Farmafactoring s offices and on the web site WITHDRAWAL, CONTRACT TERMINATION AND CLAIMS Withdrawal The agreement, shall expire in maximum three years and shall be renewed from year to year unless termination is notified by either party. Each of the Factor and the Client will have the right to terminate the factoring agreement - management only, with no application of penalties or termination expenses, by sending a communication addressed to Banca Farmafactoring, via return registered letter, with a six month prior notice in respect of contract s expiration. The Factor shall inform the Client with at least a two months notice of any unilateral amendments to the contract terms, in any case to the extent these are provided for by the contract and subject to the existence of good grounds ( giustificato motivo ). The amendment(s) will be deemed approved save where the Client withdraws from the contract within the due date for its implementation (in which case no extra charge shall be payable). Time of contract termination Where termination has been notified, the agreement will become no more effective after the elapse one month from the expiration date agreed upon in the contract, without prejudice to other agreement between the parties. Claims Any claims shall be submitted to the Complaints Department (Ufficio Reclami) of Banca Farmafactoring S.p.A., to the attention of the Department Manager (by postal mail Via Domenichino, Milan or reclami@bancafarmafactoring.it), who will respond within 30 days of receipt of the claim. If the Client is not satisfied or does not receive any reply within the 30 day term above, before commencing legal proceeding the Client shall be entitled to contact: Banking and Financial Arbiter (Arbitro Bancario Finanziario - ABF). Additional information on how to contact the ABF may be found at or may be obtained from any branch of the Bank of Italy or from the Factor. A guidebook summarising the information about the ABF and the form to address the ABF is also available at at, and in the offices of the 3

4 Factor. The claim addressed to the BFA relieves the Client from taking the mediation process as to the next paragraph, in case of submission of the dispute to the Judicial Authority. In order to settle the disputes out of court and relating to the provision as per Legislative Decree 4 March 2010, to bring the mediation process before addressing the court, the client and the intermediary can address: - the Conciliatore Bancario Finanziario (body listed in the register managed by the Ministry of Justice) located in Via delle Botteghe Oscure, Roma tel , web site where the client can apply to; i) Conciliazione, ii) Arbitrato iii) Ombudsman Giurì Bancario. In the website the Client can find the forms and regulations governing the three services of Alternative Dispute Resolution. - another body listed in the register managed by the Ministry on Justice, specializing in banking and finance. 4

5 Main items referred to in the Information Sheet Factor: means, in addition to Banca Farmafactoring S.p.A., the foreign Factor or the foreign correspondent entity (bank) used or to be used by Banca Farmafactoring S.p.A. for carrying out its services internationally. Client: means the supplier being the Factor's customer, that is the Factor's counterparty in the factoring contract. Debtor: the entity or individual, whether Italian or foreign, which has the obligation to make payment to the Client (supplier) with respect to one or more receivables. Receivables: (a) cash amounts currently receivable or which will become receivable owing to the Client by debtors as payment for goods sold or services rendered by the Client pursuant to existing contracts or contracts to be entered into by the Client in the course of its business; and (b) any cash amounts receivable by the Client from the debtor as payment for any other reason. Interest: periodic remuneration owing by the Client to the Factor. Value (accrual date): date on which an amount is credited or debited and from which credit or debit interest start accruing on such amount. Handling expenses: processing and management expenses relating to every document produced and/or issued (e.g. invoices, notes, bills). Debt Interest Notes: debt notes issued in relation to the late payment of principal by the debtor. Claims: every action by means of which an identified Client raises a complaint in writing (eg. letter, facsimile or ) concerning an action or omission by the Factor. 5