TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS

TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS THE SECURITIES SUBJECT TO THESE TERMS AND CONDITIONS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY UNITED STATES STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC, AS AMENDED, FOR THE ISSUE AND OFFERING OF THE SECURITIES SUBJECT TO THESE TERMS AND CONDITIONS. PROMOTION RESTRICTIONS MAY APPLY. The Convertible Bonds may be issued in definitive form (each such Convertible Bond, a Definitive Bond) or in temporary global bond form (Temporary Global Bond), with such Temporary Global Bond being exchangeable in whole or in part for interests recorded in the records of Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) in a permanent global bond (Permanent Global Bond, and together with the Temporary Global Bond, the Global Bonds and each a Global Bond) on or after a date which is expected to be 31 October 2016 upon certification of non-united States beneficial ownership in the form required by the Issuer and, for the avoidance of doubt, in the form required by the United States Treasury Regulations. Following the delivery of the Convertible Bonds into Euroclear and Clearstream, Luxembourg, interests in the Convertible Bonds may also be delivered, held and settled in Euroclear France subject to and in accordance with the applicable rules and regulations of Euroclear France. A summary of the Dutch tax consequences of the acquisition, ownership of the Convertible Bonds is attached as Schedule A. The issue of the 4.25% convertible bonds due 2020 (the Convertible Bonds) was authorised by a resolution of the management board of BCRE-Brack Capital Real Estate Investments N.V. (the Issuer) passed on 8 September 2016 up to a maximum principal amount of EUR 20,000,000, and, subject to the requisite approvals of the general meeting of the Company, an additional principal amount of EUR 10,000,000. The Convertible Bonds have been or will be issued under a trust deed (the Trust Deed) dated 20 September 2016 (the Signing Date) between the Issuer and Stichting BCRE Convertible Bond D Trustee (the Trustee). Under a paying and conversion agency agreement (the Paying and Conversion Agency Agreement) dated the Signing Date between the Issuer, the Trustee, Citibank N.A., London branch as principal paying and conversion agent (the Principal Paying and Conversion Agent), and Citibank N.A., London branch and Citibank Europe plc, Paris branch (together with the Principal Paying and Conversion Agent, the Agents) provision is made for, among other things, the payment of principal and interest and in respect of, and conversion of, the Convertible Bonds.

The statements in these terms and conditions (the Conditions) include summaries of, and are subject to, the detailed provisions of and definitions in the Trust Deed. A copy of the Paying and Conversion Agency Agreement and Trust Deed are available for inspection during normal business hours by the holders of the Convertible Bonds (the Bondholders) at the specified office of the Principal Paying and Conversion Agent and the Trustee. The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying and Conversion Agency Agreement applicable to them. References in these Conditions to the Trustee and the Agents shall include any successors appointed under the Trust Deed and the Principal Paying and Conversion Agent. References in these Conditions to euro, EUR or shall mean the single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty of Rome establishing the European Communities, as amended. 1 STATUS, DENOMINATION AND TITLE 1.1 The Convertible Bonds are direct, unconditional and unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future. 1.2 The Convertibles Bonds are issued in denominations of EUR 100,000 each, issued at par value and will be in bearer form. Under Dutch law, the valid transfer of Convertible Bonds requires, inter alia, delivery (levering) thereof. 1.3 The Convertible Bonds shall be represented by a Global Bond in bearer form. The Global Bond will be deposited with a common depositary for Clearstream, Luxembourg and Euroclear on or about the Signing Date. Upon deposit of such Global Bond, Clearstream, Luxembourg, and Euroclear will credit each holder of the Convertible Bonds represented by such Global Bond with the principal amount of the Convertible Bonds equal to the principal amount thereof for which it has purchased and paid. The Global Bond will be transferable by delivery in accordance with the rules and procedures for the time being of Clearstream, Luxembourg or Euroclear, as appropriate. The Global Bond will be exchangeable for Definitive Bonds only in the circumstances described in Condition 1.6 below. 1.4 Each of the persons shown in the records of Clearstream, Luxembourg or Euroclear as the Bondholder will be entitled to receive any payment made in respect of that Convertible Bond in accordance with the respective rules and procedures of Clearstream, Luxembourg or, as the case may be, Euroclear. Such persons shall have no claim directly against the Issuer in respect of payments due on the Convertible Bonds, which must be made by the holder of a Global Bond, for so long as such Global Bond is outstanding.

1.5 For as long as the Convertible Bonds are represented by a Global Bond, each person who is for the time being shown in the records of Clearstream, Luxembourg or Euroclear as the holder of a particular principal amount of the Convertible Bonds will be treated by the Issuer as a holder of such amount of the Convertible Bonds and the expression 'Bondholder' shall be construed accordingly, but without prejudice to the entitlement of the bearer of the relevant Global Bond to be paid on the principal amount thereof and interest with respect thereto in accordance with and subject to its terms. Any statement in writing issued by Clearstream, Luxembourg or Euroclear as to the persons shown in its records as being entitled to such Convertible Bonds and the respective principal amount of such Convertible Bonds held by them shall be conclusive for all purposes. 1.6 If (i) either Clearstream, Luxembourg or Euroclear is closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearance system is available, or (ii) the Convertible Bonds become immediately due and payable by reason of an Enforcement Event (as defined below) and no conversion has taken place, then the Issuer will at its sole cost and expense, issue Definitive Bonds in exchange for the whole outstanding interest in the Global Bond within 30 calendar days of the bearer requesting such exchange. 1.7 The Issuer shall use its reasonable commercial endeavours to procure that the Convertible Bonds will be admitted to trading and listing on the Marché Libre of Euronext Paris, and to maintain such admission to trading and listing until none of the Convertible Bonds is outstanding; provided, however, that, if it is impracticable or unduly burdensome to maintain such admission to trading and listing, the Issuer shall use its reasonable endeavours to procure the admission to listing, trading and/or quotation for the Convertible Bonds to such other alternative stock exchanges and/or quotation systems as it may decide in its sole and absolute discretion and the Issuer shall be responsible for any fees incurred in connection therewith. The Issuer shall notify the Bondholders of such alternative admission in accordance with Condition 11. 2 INTEREST 2.1 The Convertible Bonds shall bear interest on their principal amount from (and including) the Issue Date, to (but excluding) the Redemption Date (as defined below), at a fixed rate of 4.25% per annum (the Interest Rate), payable annually in arrear on 20 September of each year (each an Interest Payment Date). The first payment (representing a full year's interest) shall be made on 20 September 2017. where: Issue Date means 20 September 2016. 2.2 The Convertible Bonds will cease to bear interest from and including the Redemption Date or each Conversion Date (as defined below) unless payment of the principal in respect of

the Convertible Bonds is improperly withheld or refused by the Issuer on such date or unless default is otherwise made in respect of the payment. In such event, the Convertible Bonds will continue to bear interest at the Interest Rate, increased with 2% default interest per annum, on their remaining unpaid amount until whichever is the earlier of: (a) (b) the date on which all amounts due in respect of such Convertible Bond have been paid; and 5 calendar days after the date on which the full amount of the moneys payable in respect of such Convertible Bonds has been received by the Paying Agent and notice to that effect has been given to the Bondholders in accordance with Condition 11. 2.3 The amount of interest payable on each Convertible Bond on each Interest Payment Date (the Interest Amount) will be the product of the principal amount of such Convertible Bond and the Interest Rate. where: The period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an Interest Period. The amount of interest payable in respect of any period shall be calculated based on the number of calendar days in the period from (and including) the most recent Interest Payment Date (or, if none, the Issue Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. 2.4 All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 2 by the Issuer will (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Paying Agent and all Bondholders and (in the absence of willful default, bad faith or manifest error) no liability to the Bondholders shall attach to the Issuer in connection with the exercise or non-exercise by it of its powers, duties and discretions under this Condition. 3 REDEMPTION AND PURCHASE 3.1 Unless previously converted or purchased and cancelled as provided below, the Issuer will redeem the Convertible Bonds at their principal amount, together with all accrued interest, on 20 March 2020 (the Redemption Date). The Convertible Bonds may not be redeemed otherwise than in accordance with this Condition.

3.2 The Issuer or any of its subsidiaries and affiliated entities may at any time sell or purchase Convertible Bonds in the open market or otherwise at any price. Convertible Bonds so purchased by the Issuer or any of its affiliated entities may be held, resold or surrendered for cancellation. 4 CONVERSION 4.1 Each Bondholder has the right at any time, by giving not less than 60 and not more than 90 calendar days prior notice to the Conversion Agent, whereby the Conversion Date (as defined below) shall not be later than the last Business Day prior to the Redemption Date, to convert its Convertible Bonds (in whole only) at their principal amount, into ordinary shares in the capital of the Issuer with ISIN NL0010763611 (the Shares), calculated based on the Bondholder Conversion Price (the Bondholder Conversion Option). where: Bondholder Conversion Price means EUR 1.50 per Share; and Business Day means any day on which commercial banks and foreign exchange markets are open for general business in Amsterdam and London. Conversion can only take place in round Shares, whereby numbers are rounded down. Possible differences resulting from rounding down benefit the Issuer. The Bondholder Conversion Option cannot be exercised once the Issuer has issued a notice in accordance with Condition 4.2. 4.2 The Issuer has the right (i) on the last Business Day immediately preceding the Redemption Date, by giving not less than 60 and not more than 90 calendar days prior notice to the Principal Paying and Conversion Agent and to the Bondholders in accordance with Condition 11 or (ii) upon the occurrence of an Enforcement Event, to convert the Convertible Bonds (in whole or on a pro rata basis between all Bondholders) at their principal amount, and, in case of an Enforcement Event, with or without accrued interest (in whole or in part) into Shares (as defined below) calculated based on the Issuer Conversion Price (the Issuer Conversion Option): where: Issuer Conversion Price means EUR 0.70 per Share. Conversion can only take place in round Shares, whereby numbers are rounded up. Possible differences resulting from rounding up benefit the Bondholder. In the event of the exercise of the Bondholder Conversion Option or the Issuer Conversion Option, notice will be given to Bondholders in accordance with Condition 11, following which the principal amount of the relevant Convertible Bonds will be written down on the Conversion Date. In respect of an Issuer Conversion Option, the relevant Bondholder(s) shall have until the close of business on the 45th calendar day after notice of the exercise of the Issuer

Conversion Option has been given to Bondholders in accordance with Condition 11 (the Notice Stop Date) to provide the Conversion Agent with its details (including its CREST account details and address details to which the Shares should be delivered), and if a Bondholder fails to inform the Conversion Agent of such details by the Notice Stop Date: (a) (b) such Bondholder shall be deemed to have assigned the right to receive, or subscribe for, the Shares to the Trustee as of the day following the Notice Stop Date; and the Issuer shall hold (or procure the holding of) the relevant Shares which such Bondholder would otherwise have acquired (had it provided the requisite details to the Conversion Agent as set out above) for such Bondholder during a period of a maximum of two years after the Conversion Date during which period the relevant Bondholder can claim the relevant Shares if it were able to duly evidence its holding of the relevant Convertible Bonds on the Conversion Date, to the satisfaction of the Issuer in its sole and absolute discretion (and subject to any indemnification that it may require). If a Bondholder fails to claim the Shares and/or evidence its holding of Convertible Bonds as required within the specified time, such Bondholder shall no longer have any claim against the Issuer (in respect of the Shares, Convertible Bonds or otherwise) and the Issuer shall sell (or procure the sale of) the Shares during a period of a maximum of one year and the realized sale proceeds will be contributed to a charity chosen by the Issuer in its sole and absolute discretion. 4.3 Once delivered to the Conversion Agent, a notice to convert will be irrevocable. Payment of the price of the Shares will take place by means of set-off against the relevant Convertible Bonds at their principal amount, and in case of an Enforcement Event, together with all accrued interest, if applicable, the subject of the Bondholder Conversion Option or the Issuer Conversion Option, as the case may be, with such date being the Conversion Date. Shares are allocated by the Issuer ultimately 3 trading days after the Conversion Date. 4.4 Upon the exercise of the Bondholder Conversion Option or the Issuer Conversion Option, the Principal Paying and Conversion Agent shall inform the Issuer or the Bondholders, as the case may be, and the Issuer and the Bondholder(s) undertake to sign a private deed of issuance in order to effect the issuance of Shares and the Principal Paying and Conversion Agent shall write-down the principal amount of the Convertible Bonds accordingly. Upon the exercise of the Bondholder Conversion Option or the Issuer Conversion Option, each Bondholder represents and agrees or shall be deemed to represent and agree that it, or the person(s) who has/have a beneficial interest in the Convertible Bond(s), will, on conversion, become the beneficial owner of the Shares and is located outside the United States (within the meaning of Regulation S) under the Securities. 4.5 If at any time while the Convertible Bonds are outstanding there shall be a consolidation, reclassification or subdivision in relation to the Shares, without an increase or decrease of

the share capital of the Issuer, the Bondholder Conversion Price and the Issuer Conversion Price shall be adjusted by multiplying the Bondholder Conversion Price or the Issuer Conversion Price, as the case may be, in force immediately prior to such consolidation, reclassification or subdivision by the following fraction: A B where: A is the aggregate number of Shares in issue immediately before such consolidation, reclassification or subdivision, as the case may be; and B is the aggregate number of Shares in issue immediately after, and as a result of, such consolidation, reclassification or subdivision, as the case may be. Such adjustment shall become effective on the date the consolidation, reclassification or subdivision, as the case may be, takes effect. 4.6 Prior to any adjustment pursuant to, and subject to, Condition 4.8, if and whenever the Issuer shall pay or make any dividend or distribution, in cash or in kind, to the Shareholders, the Bondholder Conversion Price and the Issuer Conversion Price shall be adjusted as of the ex-date of such dividend or distribution (the Dividend Effective Date) by multiplying each of the Bondholder Conversion Price and the Issuer Conversion Price, in force immediately prior to such payment by the following fraction: A - B A where: A is the Bondholder Conversion Price and the Issuer Conversion Price on the date prior to the Dividend Effective Date; and B is the dividend or the distribution, in cash or in kind (in which case the Issuer shall determine the value thereof in its sole and absolute discretion), attributable to one Share, with such portion being determined by dividing the dividend or distribution by the number of Shares entitled to receive the relevant dividend or distribution. 4.7 If and whenever the Issuer has made an interest payment in accordance with Condition 2.3, the Bondholder Conversion Price shall be adjusted as of such Interest Payment Date (the Interest Effective Date) by multiplying the Bondholder Conversion Price in force immediately prior to such Interest Effective Date by the following factor: (1+([.0425] multiplied with the Pre-Interest Day Count Fraction)). where: Pre-Interest Day Count Fraction is the number of days from and including the previous Interest Effective Date to but excluding the Interest Effective Date, divided by 360.

4.8 If, at any time while the Convertible Bonds are outstanding, the Issuer intends to transfer the Issuer s Russian subsidiary from the Issuer or its affiliates to the Issuer s shareholders (in this clause defined as the BCRE Deal), resulting in a reduction of the NAV of the Issuer (according to the Issuer financial statements), the Issuer shall inform the Bondholders, by giving not less than 60 calendar days prior notice, of the: (I) BCRE Deal structure (the Deal Structure) (ii) the NAV reduction deriving from the Deal Structure pursuant to the Issuer; and (iii) the calculation of the proposed Conversion Price adjustment (the Adjusted Conversion Price). The Bondholders Conversion Price shall be adjusted as of the date of the closing of the BCRE Deal (the Disposition Effective Date) in accordance with the Adjusted Conversion Price which shall result in a minimum reduction of the Bondholders Conversion Price with EUR 0.10. The Trustee, if so directed by an Ordinary Resolution of the Bondholders meeting, shall have the right to object to the Adjusted Conversion Price. In case of any such objection, the Issuer will not execute the BCRE Deal, unless an Adjusted Conversion Price (same one or different) shall be approved by an Ordinary Resolution of the Bondholders meeting. For the avoidance of doubt, this provision does not apply to any intended transfer or disposition of all or certain assets of the Issuer s Russian subsidiary from the Issuer or its affiliates to the Issuer s shareholders. 4.9 Whenever the Bondholder Conversion Price, the Issuer Conversion Price or both, as the case may be, is or are adjusted pursuant to this Condition 4.5, 4.6, 4.7 and 4.8, the Issuer shall promptly deliver to the Bondholders a notice setting forth the Bondholder Conversion Price and the Issuer Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Adjustments to the Bondholder Conversion Price and the Issuer Conversion Price shall be made to the nearest EUR 0.01, whereby numbers are rounded up. Neither the Bondholder Conversion Price nor the Issuer Conversion Price shall ever be lower than zero. 4.10 If, at any time while the Convertible Bonds are outstanding: (a) (b) the Issuer effects any merger of the Issuer with or into another legal entity, or any public offer or exchange offer (whether by the Issuer or another person) is completed pursuant to which shareholders are permitted to tender or exchange their Shares for other securities or cash (in any such case, a Material Transaction), then upon any subsequent conversion of the Convertible Bonds, the Bondholder shall have the right to receive, for each Share that would have been issuable upon such conversion immediately prior to the occurrence of such Material Transaction, the same kind and amount of securities or cash as it would have been entitled to receive upon the occurrence of such Material Transaction if it had been, immediately prior to such Material Transaction, the holder of Shares.

4.11 The name of the initial Conversion Agent and its specified offices are set out below: Conversion Agent CITIBANK N.A., LONDON BRANCH Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone: +353 1 622 2211 Fax No: +353 1 506 0334 Attention: Conversion Agent Email: corporateaction.instruction@citi.com The Issuer reserves the right at any time to vary or terminate the appointment of the Conversion Agent and/or appoint an additional or other Conversion Agent or approve any change in the office through which any such Conversion Agent acts. Notice of any such change or any change of specified office shall promptly be given as soon as reasonably practicable to the Bondholders in accordance with Condition 11 and, so long as the Convertible Bonds are listed on Marché Libre of Euronext Paris and if the rules of such stock exchange so require, to such stock exchange. Any termination or appointment shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not more than 60 nor less than 30 calendar days notice thereof shall have been given to the Bondholders by the Issuer in accordance with Condition 11. 4.12 The issue of Shares resulting from conversion under this Condition 4 will be subject to having obtained all regulatory approvals and shall be subject to, and made in accordance with, all applicable laws, regulations and listing rules. The Issuer undertakes to use its reasonable endeavours to obtain any and all such requisite approvals and to comply with all such applicable laws, regulations and rules. 5 PAYMENTS 5.1 Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee. None of the Issuer or the Paying Agent shall be liable to any Bondholder or other person for any commission, costs, losses or expenses in relation to, or resulting from, the credit or transfer of euro, or any currency conversion or rounding effect in connection with such payment being made in euro. 5.2 The Issuer s obligation to pay principal and interest on the Convertible Bonds is discharged once it has paid the Paying Agent, and the Issuer has therefore no responsibility for any withholding or deduction on payments made thereafter through or by the Paying Agent and custodians or intermediaries.

5.3 If any due date for payment of principal, interest or other amounts in respect of any Convertible Bond is not a Business Day, then the holder of such Convertible Bond shall not be entitled to payment of the amount due until the next following Business Day and will not be entitled to any interest or other sums with respect to such postponed payment. 5.4 The name of the initial Paying Agent and its specified offices are set out below: Paying Agent CITIBANK N.A., LONDON BRANCH Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone: +353 1 622 0866 Fax No: +353 1 622 2210 Attention: PPA Payments Email: ppapayments@citi.com The Issuer reserves the right at any time to vary or terminate the appointment of the Paying Agent and/or appoint an additional or other Paying Agent or approve any change in the office through which any such Paying Agent acts. Notice of any such change or any change of specified office shall promptly be given as soon as reasonably practicable to the Bondholders in accordance with Condition 11 and, so long as the Convertible Bonds are listed on the Marché Libre of Euronext Paris and if the rules of such stock exchange so require, to such stock exchange. Any termination or appointment shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not more than 60 nor less than 30 calendar days notice thereof shall have been given to the Bondholders by the Issuer in accordance with Condition 11. 5.5 Payments to be made by the Issuer to the Trustee have priority over payments to the Bondholders as set out in the Trust Deed. 6 TAXATION All payments of, or in respect of, principal and interest on the Convertible Bonds will be made without withholding of, or deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Netherlands, any authority therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law. In that event, the Issuer will make the required withholding or deduction of such taxes, duties, assessments or charges for the account of the Bondholders, as the case may be, and shall not be obliged to pay any additional amounts to such Bondholders.

7 PRESCRIPTION Claims against the Issuer for the payment of principal and interest in respect of the Convertible Bonds shall become prescribed unless made within 2 years from the due date for payment thereof. 8 ENFORCEMENT EVENTS The Trustee at its discretion may or, if so directed by an Extraordinary Resolution of the Bondholders (as defined below) (subject to being indemnified to its satisfaction), shall subject (save for the events referred to in paragraphs (i) or (iv) below) to the Trustee having certified in writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Bondholders, give notice (an Enforcement Notice) to the Issuer that the Convertible Bonds are, and, notwithstanding the right of the Issuer to exercise the Issuer Conversion Option, each Convertible Bond shall become, immediately due and payable at their or its principal amount, together with accrued interest, if any of the following shall occur and is continuing: (i) if default is made in the payment of any principal or interest due in respect of the Convertible Bonds or any of them and the default continues for a period of 14 calendar days; or (ii) if the Issuer fails to perform or observe any of its other material obligations under the terms and conditions of the Convertible Bonds or the Trust Deed and (except in any case where the Trustee considers the failure to be incapable of remedy when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 20 Business Days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or (iii) if any indebtedness of the Issuer is not paid on its due date (or in the case of indebtedness payable on demand, is not paid within 10 Business Days of such demand (or in either case, if later and if applicable, by the expiry of any applicable grace period)) and a formal legitimate claim is made for enforcement or if any indebtedness of the Issuer becomes due and payable prior to its stated maturity by reason of default, or if any guarantee or indemnity of the Issuer is not honoured when due and called upon (or if later and if applicable, by the expiry of any applicable grace period) provided that no such event shall constitute an event of default unless (a) the indebtedness or other relevant liability (either alone or when aggregated with other indebtedness or other relevant liabilities of the Issuer in respect of which any such non-payment, default or dishonor has occurred) shall amount to more than USD 10 million (or its equivalent in any other currency) and (b) such indebtedness or other relevant liability has been finally judicially determined to be due and payable by the Issuer; or

(iv) if any order is made or an effective resolution is passed for the winding up of, or an administration order is made in relation to, the Issuer and, where possible, not discharged or stayed within a period 60 calendar days (save with the prior written consent of the Trustee or the prior sanction of any Extraordinary Resolution of the Bondholders in each case for the purpose of or in connection with an amalgamation, reconstruction or merger); or (v) if the Issuer ceases to carry on the whole or substantially the whole of its business, or if the Issuer stops payment to its creditors generally (save with the prior written consent of the Trustee or the prior sanction of any Extraordinary Resolution of the Bondholders in each case for the purpose of or in connection with an amalgamation, reconstruction or merger); or (vi) if an encumbrancer takes possession or an administrative or other receiver is appointed of the Issuer or of the whole or substantially the whole of the undertaking, property and assets of the Issuer or if a distress or execution is levied or enforced upon or sued out against the whole or substantially the whole of the chattels or property of the Issuer and, in the case of any of the foregoing events, is not discharged within 90 calendar days (or such longer period as the Trustee may permit); or (vii) if a change of control occurs in respect of the Issuer, where change of control means that any persons, other than Brack Capital Investments Ltd or its controlled subsidiaries or controlling entities, acting in, or concert (as defined in the City Code on Takeovers and Mergers), or any person(s) acting on behalf of such person(s), shall become interested in: (i) more than 50 per cent of the issued or allotted ordinary share capital of the Issuer; or (ii) shares in the capital of the Issuer carrying more than 50 per cent of the voting rights normally exercisable at a general meeting of the Issuer; or (viii) the Issuer is insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or substantially all of its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or substantially all of the debts of the Issuer, 9 ENFORCEMENT each an Enforcement Event. 9.1 At any time after the Convertible Bonds become due and payable, the Trustee may, at its discretion and without further notice, take such steps and/or institute such proceedings as it may think fit pursuant to the terms of the Trust Deed, including the making of a demand for payment thereunder, but it need not take any such proceedings unless (i) it shall have been directed by an Extraordinary Resolution, and (ii) it shall have been indemnified to its satisfaction.

9.2 No Bondholder may proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 10 MEETINGS OF BONDHOLDERS AND MODIFICATION 10.1 The Trust Deed contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including the modification by a resolution passed at a meeting of the Bondholders duly convened and held in accordance with these presents by a majority of at least 60 per cent. of the persons voting thereat upon a show of hands or if a poll is duly demanded by such majority (the Extraordinary Resolution). The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than a clear majority in principal amount of the Convertible Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the Convertible Bonds so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Convertible Bonds (including modifying the date of maturity of the Convertible Bonds or any date for payment of interest thereof, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Convertible Bonds or altering the currency of payment of the Convertible Bonds) or certain of the provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in principal amount of the Bonds for the time being outstanding. Any resolution passed at a meeting of the Bondholders duly convened and held in accordance with these presents shall be binding upon all the Bondholders whether present or not present at such meeting and whether or not voting and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. 10.2 These Conditions may be amended by the Issuer and the Trustee, without the consent of the Bondholders, to the extent that (i) the amendments are of a formal, minor or technical nature or is made to correct a manifest error and (ii) any other modification (except if prohibited in the Transaction Documents), and any waiver or authorisation of any breach or proposed breach of, inter alia, any of the Conditions, provided that the Trustee is of the opinion that such event or matter is not materially prejudicial to the interests of the Bondholders or the relevant event or matter having been sanctioned by an Extraordinary Resolution passed at any meeting of the Bondholders. 11 NOTICES 11.1 Notices to Bondholders will be valid if (i) published through a press release which will also be made available on the website of the Issuer (http://www.brack-capital.com), and (ii) as long as the Convertible Bonds are represented by a Global Bond and are admitted to listing, trading and/or quotation on the Marché Libre of Euronext Paris or by any other

competent authority, stock exchange and/or quotation system, notice shall also be published in such other place as may be required by the rules and regulations of such competent authority, stock exchange and/or quotation system. 11.2 For as long as all of the Convertible Bonds are represented by a Global Bond and such Global Bond is held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Clearstream, Luxembourg and/or Euroclear (as the case may be) for communication to the relevant accountholders. 11.3 Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication. 12 FURTHER ISSUES The Issuer may from time to time without the consent of the Bondholders create and issue further Convertible Bonds, having terms and conditions the same as those of the Convertible Bonds, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the outstanding Convertible Bonds. 13 GOVERNING LAW The Trust Deed, the Convertible Bonds and any non-contractual obligations arising out of or in relation with the Trust Deed and the Convertible Bonds are governed by, and shall be construed in accordance with, Dutch law. 14 JURISDICTION The court (rechtbank) of Amsterdam, the Netherlands has exclusive jurisdiction to settle at first instance any dispute arising out of or in connection with the Paying and Conversion Agency Agreement and the Convertible Bonds.

SCHEDULE A DUTCH TAXATION SCHEDULE Unless defined otherwise hereinafter and except to the extent that the context requires otherwise, capitalised terms used in this Dutch taxation schedule shall have the meanings assigned to them in the terms and conditions of the Convertible Bonds. This summary solely addresses the principal Dutch tax consequences of the acquisition, ownership and disposal of the Convertible Bonds and/or Shares that are acquired upon exercise of the Bondholder Conversion Option or the Issuer Conversion Option; together the Conversion Options, and does not purport to describe every aspect of taxation that may be relevant to a particular holder. Tax matters are complex, and the tax consequences of the issuance of the Convertible Bonds to a particular holder of the Convertible Bonds and/or Shares will depend in part on such holder's circumstances. Accordingly, a holder is urged to consult his own tax advisor for a full understanding of the tax consequences of the issuance of the Convertible Bonds to him, including the applicability and effect of Dutch tax laws. Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law. Where in this summary the terms "the Netherlands" and "Dutch" are used, these refer solely to the European part of the Kingdom of the Netherlands. This summary assumes that the Issuer is organised, and that its business will be conducted, in the manner outlined in the terms and conditions the Convertible Bonds. A change to such organisational structure or to the manner in which the Issuer conducts its business may invalidate the contents of this summary, which will not be updated to reflect any such change. This summary is based on the tax law of the Netherlands (unpublished case law not included) as it stands at the date of the terms and conditions of the Convertible Bonds. The tax law upon which this summary is based, is subject to changes, possibly with retroactive effect. Any such change may invalidate the contents of this summary, which will not be updated to reflect such change. This summary assumes that each transaction with respect to the Convertible Bonds and/or Shares is at arm s length. The summary in this Dutch taxation schedule does not address the Dutch tax consequences for a holder of the Convertible Bonds and/or Shares who: (i) is a person who may be deemed an owner of the Convertible Bonds and/or Shares for Dutch tax purposes pursuant to specific statutory attribution rules in Dutch tax law; (ii) is, although in principle subject to Dutch corporation tax, in whole or in part, specifically exempt from that tax in connection with income from the Convertible Bonds and/or Shares; (iii) is an investment institution as defined in the Dutch Corporation Tax Act 1969; (iv) owns the Convertible Bonds and/or Shares in connection with a membership of a management board or a supervisory board, an employment relationship, a deemed employment relationship or management role; or

(v) has a substantial interest in the Issuer or a deemed substantial interest in the Issuer for Dutch tax purposes. Generally, a person holds a substantial interest if (a) such person either alone or, in the case of an individual, together with his partner or any of his relatives by blood or by marriage in the direct line (including foster-children) or of those of his partner for Dutch tax purposes owns or is deemed to own, directly or indirectly, 5% or more of the shares or of any class of shares of the Issuer, or rights to acquire, directly or indirectly, such an interest in the shares of the Issuer or profit participating certificates relating to 5% or more of the annual profits or to 5% or more of the liquidation proceeds of the Issuer, or (b) such person's shares, rights to acquire shares or profit participating certificates in the Issuer are held by him following the application of a non-recognition provision. Withholding tax All payments of interest under the Convertible Bonds may be made free from withholding or deduction of or for any taxes of whatever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority of or in the Netherlands. The Issuer is generally required to withhold Dutch dividend withholding tax at a rate of 15% from dividends paid in respect of the Shares, subject to possible relief under Dutch domestic law, the Treaty on the Functioning of the European Union or an applicable Dutch income tax treaty depending on a particular holder of Shares individual circumstances. The concept "dividends" as used in this Dutch taxation schedule includes, but is not limited to, the following: - distributions in cash or in kind, deemed and constructive distributions and repayments of capital not recognised as paid-in for Dutch dividend withholding tax purposes; - liquidation proceeds and proceeds of repurchase or redemption of Shares in excess of the average capital recognised as paid-in for Dutch dividend withholding tax purposes; - the par value of Shares issued by the Issuer to a holder of Shares or an increase of the par value of Shares, as the case may be, to the extent that it does not appear that a contribution, recognised for Dutch dividend withholding tax purposes, has been made or will be made; and - partial repayment of capital, recognised as paid-in for Dutch dividend withholding tax purposes, if and to the extent that there are net profits, unless (a) the general meeting of the Issuer's shareholders has resolved in advance to make such repayment and (b) the par value of the Shares concerned has been reduced by an equal amount by way of an amendment to the Issuer's articles of association. The concept "dividends" may for the purposes of Dutch dividend withholding tax include any amounts attributable to the Bondholder Conversion Option paid as part of the consideration for a direct or indirect purchase or redemption of the Convertible Bonds or of the Bondholder Conversion Option by the Issuer.

Taxes on income and capital gains Resident holders of the Convertible Bonds and/or Shares A holder of the Convertible Bonds and/or Shares who is resident or deemed to be resident in the Netherlands for Dutch tax purposes is fully subject to Dutch income tax if he is an individual or fully subject to Dutch corporation tax if it is a corporate entity, or an entity, including an association, a partnership and a mutual fund, taxable as a corporate entity, as described in the summary below. Individuals deriving profits or deemed to be deriving profits from an enterprise Any benefits derived or deemed to be derived from or in connection with the Convertible Bonds and/or Shares that are attributable to an enterprise from which an individual derives profits, whether as an entrepreneur or pursuant to a co-entitlement to the net value of an enterprise, other than as a shareholder, are generally subject to Dutch income tax at progressive rates up to 52%. Individuals deriving benefits from miscellaneous activities Any benefits derived or deemed to be derived from or in connection with the Convertible Bonds and/or Shares that constitute benefits from miscellaneous activities by an individual are generally subject to Dutch income tax at progressive rates up to 52%. An individual may, inter alia, derive or be deemed to derive benefits from or in connection with the Convertible Bonds and/or Shares that are taxable as benefits from miscellaneous activities if his investment activities go beyond regular active portfolio management. Other individuals If a holder of the Convertible Bonds and/or Shares is an individual whose situation has not been discussed before in this section "Dutch taxation schedule - Taxes on income and capital gains Resident holders of the Convertible Bonds and/or Shares", the value of his the Convertible Bonds and/or Shares forms part of the yield basis for purposes of tax on benefits from savings and investments. A deemed benefit of 4% per annum of this yield basis is taxed at the rate of 30%. Actual benefits derived from or in connection with his the Convertible Bonds and/or Shares are not subject to Dutch income tax. Corporate entities Any benefits derived or deemed to be derived from or in connection with the Convertible Bonds and/or Shares that are held by a corporate entity, or an entity, including an association, a partnership and a mutual fund, taxable as a corporate entity, are generally subject to Dutch corporation tax. General A holder of the Convertible Bonds and/or Shares will not be deemed to be resident in the Netherlands for Dutch tax purposes by reason only of the execution and/or enforcement of the documents relating to the issue of the Convertible Bonds and/or Shares or the performance by the Issuer of its obligations under such documents or under the Convertible Bonds and/or Shares.

Non-resident holders of the Convertible Bonds and/or Shares Individuals If a holder of the Convertible Bonds and/or Shares is an individual who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch income tax, he will not be subject to Dutch income tax in respect of any benefits derived or deemed to be derived from or in connection with the Convertible Bonds and/or Shares, except if: (i) he derives profits from an enterprise, whether as an entrepreneur or pursuant to a coentitlement to the net value of such enterprise, other than as a shareholder, and such enterprise is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and the Convertible Bonds and/or Shares are attributable to such permanent establishment or permanent representative; or (ii) he derives benefits or is deemed to derive benefits from or in connection with the Convertible Bonds and/or Shares that are taxable as benefits from miscellaneous activities performed in the Netherlands. Corporate entities If a holder of the Convertible Bonds and/or Shares is a corporate entity, or an entity, including an association, a partnership and a mutual fund, taxable as a corporate entity, which is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch corporation tax, it will not be subject to Dutch corporation tax in respect of any benefits derived or deemed to be derived from or in connection with the Convertible Bonds and/or Shares, except if: (i) it derives profits from an enterprise directly which is carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and to which permanent establishment or permanent representative the Convertible Bonds and/or Shares are attributable; or (ii) it derives profits pursuant to a co-entitlement to the net value of an enterprise which is managed in the Netherlands, other than as a holder of securities, and to which enterprise the Convertible Bonds and/or Shares are attributable. General If a holder of the Convertible Bonds and/or Shares is neither resident nor deemed to be resident in the Netherlands, such holder will for Dutch tax purposes not carry on or be deemed to carry on an enterprise, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands by reason only of the execution and/or enforcement of the documents relating to the issue of the Convertible Bonds and/or Shares or the performance by the Issuer of its obligations under such documents or under the Convertible Bonds and/or Shares. Gift and inheritance taxes No Dutch gift tax or Dutch inheritance tax will arise with respect to an acquisition or deemed acquisition of the Convertible Bonds and/or Shares by way of gift by, or upon the death of, a holder of the Convertible Bonds and/or Shares who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax except if, in the event of a gift