MCI Venture Projects Spółka Z Ograniczoną Odpowiedzialnością VI Spółka Komandytowo – Akcyjna Prospectus Floating Rate B

MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna

Prospectus

Floating Rate Bonds bearing an interest of 6-month PRIBOR plus 3.8 per cent. up to CZK 351,000,000 due 2021

This document constitutes the prospectus (the Prospectus) which applies to bonds up to the aggregate principal amount of CZK 351,000,000 (in words: three hundred and fifty one million Czech crowns) (the Bonds or the Issue) issued by MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna, a limited joint-stock partnership incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000485654 (the Issuer or MCI Venture or the Company). The Bonds will bear floating interest rate payable semi-annually on 8 April and 8 October each year until the maturity date. The Issue Date of the Bonds is 8 April 2016. The Bonds will mature on 8 April 2021. The ISIN of the Bonds assigned by the Central Depository (in Czech: Centrální depozitář cenných papírů, a.s.) is CZ0000000708.

Liabilities under the Bonds will be unconditionally and irrevocably secured by a guarantee (the Guarantee) issued by MCI Capital S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000004542 (the Guarantor) in favour of each Bondholder (as defined in the Prospectus), and by a pledge over shares in ABC Data S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (03-230), ul. Daniszewska 14, Poland (ABC Data), held by the Issuer, and over shares in company Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş., a joint-stock company incorporated under the laws of Turkey, with its registered office at Merkez Mah. Erseven Sok. No: 8, 34406 Kağıthane / Istanbul, Turkey (Indeks), held by company Alfanor 13131 AS, a private limited liability company incorporated under the laws of Norway, with its registered office at c/o Intertrust (Norway) AS, Bryggegata 6, 0250 Oslo, Norway (the Security Provider). The Security (as defined in the Prospectus) will be created in favour of the Security Agent (as defined in the Prospectus) under the concept of the parallel debt as specified in Clause 4.4 of the Terms and Conditions (as defined in the Prospectus).

If needed, the Issuer will update this Prospectus in the form of supplements. Each such supplement will be approved by the Czech National Bank (the CNB) and published in a way that the Issue becomes listed on the regulated market on the basis of an up-to-date security prospectus if such application is made. For the purpose of listing the Bonds on the regulated market, this Prospectus will be valid for twelve (12) months from the date of its approval by the CNB. The Issuer does not intend to make any public offering of the Bonds under applicable legislation, nor does it intend to entrust any third person with public offering of the Bonds.

An application has been made for the Bonds to be admitted to listing on the regulated market (in Czech: Regulovaný trh) of Burza cenných papírů Praha, a.s. (the Prague Stock Exchange or the PSE). The Bonds are expected to be admitted to trading on the PSE on or around the Issue Date.

The Prospectus, which includes the wording of the Terms and Conditions (as defined in the Prospectus), has been approved by the CNB's decision on 1 April 2016, ref. no. 2016/039090/CNB/570, file no. S-Sp-2016/00009/CNB/572, which became final and effective on 2 April 2016. This Prospectus was made on 24 March 2016.

This Prospectus does not constitute any public or any other offer to purchase any Bonds. The persons interested in the purchase of any Bonds should make their investment decision on the basis of information provided not only in this Prospectus, but also in its supplements (if any).

The distribution of this Prospectus, as well as any offers, sale or purchase of the Bonds, are restricted by law in some jurisdictions. The Bonds were not permitted or approved by any administrative or other authority in any jurisdiction with the exception of the CNB.

Lead Manager Česká spořitelna, a.s.

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IMPORTANT NOTICE

This Prospectus represents a prospectus of the Bonds within the meaning of Article 5 of Directive 2003/71/EC of the European Parliament and of the Council, as amended (the Prospectus Directive) and Section 36 of Act No. 256/2004 Coll., the Capital Market Act, as amended (the CMA).

The distribution of this Prospectus, as well as any offers, sale or purchase of the Bonds, are restricted by law in some jurisdictions. Neither the Bonds nor the Prospectus related thereto will be at the instance of the Issuer listed, registered, permitted, recognized or approved by any administrative or other authority in any jurisdiction with the exception of the CNB. All persons in possession of this Prospectus will be responsible for observing any restrictions relating to offers, purchase and sale of the Bonds and the possession and distribution of any documents relating to the Bonds in all relevant jurisdictions.

The Issuer would like to draw the attention of potential investors to the fact that the Bonds have not been and will not be registered under the U.S. 1933 Securities Act, as amended (the U.S. Securities Act) or by any securities commission or any other authority of any State of the United States and therefore will not be offered, sold or transferred within the United States or to U.S. residents (as defined in Regulation S implementing the U.S. Securities Act) except pursuant to an exemption from the registration duty under the U.S. Securities Act or in transactions not subjected to registration under the U.S. Securities Act.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a Relevant Member State), the Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Bonds which are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Bonds to the public in that Relevant Member State:

(a) following the date of publication of a prospectus in relation to such Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus and the Issuer has consented in writing to its use for the purpose of that offer;

(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Lead Manager; or

(d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Bonds referred to in (b) to (d) above above shall require the Issuer or the Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Bonds to the public in relation to any Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

The Issuer further wishes to point out that the Bonds will not be offered or sold in the United Kingdom of Great Britain and Northern Ireland (the United Kingdom) by way of distributing any documents or notices except for offers to persons authorised to trade with securities on their own or on someone else's account in the United Kingdom or under such circumstances that do not constitute a public offer of securities under the 1985 Companies Act, as amended. All legal acts pertaining to the Bonds made in the United Kingdom, from the United Kingdom or otherwise associated with the United Kingdom in any manner whatsoever will also be performed in compliance with the 2000 (FSMA 2000) legislation governing financial services, including the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), and with the Prospectus Regulations 2005, as amended. In particular, this Prospectus may only be distributed to, and is directed at (a) persons who have professional experience in matters relating to investments falling within article 19(1) of the Order or (b) high net worth entities falling within article 49(1) of the Order (all such persons together being referred to as relevant persons). Any person who is not a relevant person should not act or rely on this document or any of its contents.

The persons interested in the purchase of any Bonds should make their investment decision on the basis of information provided in this Prospectus, including its supplements, and in conjunction with all documents which are deemed to be incorporated herein by reference (see the "Information Incorporated by Reference"). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. In case of any discrepancy between the information provided in this Prospectus and its supplements, the last-published information will be valid.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Lead Manager to subscribe for or purchase, any Bonds.

No person has been authorised in connection with the offering of the Bonds to give any information or make any representation regarding the Issuer, the Guarantor, the Security Provider, the Lead Manager or the Bonds other than as contained in this Prospectus. Any such representation or information must not be relied upon as having been authorised by the Issuer or the Lead Manager. The delivery of this Prospectus at any time after its drafting should not mean that the information contained therein is correct at any time after the publication of the Prospectus. Moreover, the information included in this Prospectus may be further modified or supplemented by the specific supplements to the Prospectus.

None of the Issuer or the Lead Manager or any of their respective representatives is making any representation to any offeree or purchaser of the Bonds regarding the legality of any investment by such offeree or purchaser under appropriate legal investment or similar laws. Each investor should consult with his own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Bonds. The Lead Manager has not independently verified the information contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead Manager as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer, the Guarantor or the Security Provider in connection with the offering of the Bonds. The Lead Manager does not accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer, the Guarantor or the Security Provider in connection with the offering of the Bonds or their distribution. The Lead Manager expressly does not undertake to review the financial condition or affairs of the Issuer, the Guarantor or the Security Provider during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention.

The information included in chapters "Taxation" and "Enforcement of Civil Liabilities against the Issuer, the Guarantor and the Security Provider" is provided as general information only (is not intended to be comprehensive) that is based on the state as of the date of this Prospectus, and that was obtained from public sources, which have not been processed or independently verified by the Issuer. Besides, the information contained in these chapters cannot be considered an indicator of future trends due to the significant political, economic and other structural changes in Poland in the recent years. All potential purchasers of any Bonds should rely exclusively on their own analyses of the factors stated in those chapters and upon the opinion of their own legal, tax and other professional advisors.

Any assumptions and projections concerning the future development of the Issuer, the Guarantor or the Security Provider, their financial or market positions and the scope of their business, should not be deemed as representations or binding promises of the Issuer, the Guarantor or the Security Provider regarding any future events or outcomes, because such future events and outcomes are subject, entirely or in part, to circumstances and events beyond the Issuer's, the Guarantor's or the Security Provider's control. Potential investors should make their own analyses of any development trends or projections contained in this Prospectus, and if relevant, conducts further independent investigations, and base their investment decisions on the results of such investigations and analyses.

The Issuer, the Guarantor and the Security Provider will publish their economic and financial reports within the scope and in accordance with the generally binding legislation and regulations governing the individual official securities markets on which the Bonds are to be listed and will observe their reporting duties.

The Prospectus, all annual reports of the Issuer, the Guarantor and the Security Provider, copies of any audit reports concerning the Issuer and the Guarantor, as well as any documents incorporated in this Prospectus by reference, will be available for inspection, free of charge, to all interested persons on business days during regular office hours from 9 a.m. to 4 p.m. at the Issuer's registered office and at the Specified Office of the Fiscal and Paying Agent. Documents regarding the Issuer and the Guarantor will be also available in electronic form on the Issuer's website: http://www.privateequitymanagers.pl by selecting the following sections: “FUNDS MANAGED”-”MCI.EUROVENTURES 1.0”-“MCI Venture Projects Sp. z o.o. VI S.K.A.” and documents regarding the Guarantor on the Guarantor's website: http://www.mci.pl/en/ by selecting the section “INVESTOR RELATIONS”.

Certain values contained in this Prospectus have been rounded. Accordingly, there may be slight differences between certain values relating to a single information item appearing in several tables of this Prospectus and certain values presented as sums in some tables may not be the arithmetic sum of the counted numbers.

The Issuer and the Lead Manager do not intend to make any public offering of the Bonds in the Czech Republic or abroad. The Issuer and the Lead Manager and their authorised persons will offer the Bonds for subscription and purchase in the Czech Republic exclusively to professional customers (within the meaning of Section 2a(1) of the CMA) or outside of the Czech Republic in accordance with applicable laws. The nominal value of a Bond exceeds an equivalent of EUR 100,000. The Issuer has not authorised and does not intend to authorise the Lead Manager or other persons to conduct a public offering of the Bonds and requests all investors in possession of the Bonds not to make any public offering of the Bonds within the meaning of applicable laws and to observe all statutory restrictions concerning the Bonds offer in the Czech Republic and abroad. This Prospectus does not include a prospectus summary within the meaning of the Prospectus Directive in accordance with Section 36(2) of the CMA.

The primary offering of the Bonds will not be made through an automated trading system of the PSE (XETRA® Prague).

TABLE OF CONTENTS

Risk Factors ...... 11 1. Risk Factors Related to the Business of the Issuer ...... 11 2. Risk Factors Related to the Guarantor and the Guarantor's Group ...... 14 3. Risk Factors Related to the Security Provider ...... 19 4. Risk factors related to Indeks ...... 21 6. Risk Factors Related to Poland and Czech Republic ...... 29 7. Risk Factors Related to the Bonds ...... 29 8. Risk Factors related to the Guarantee...... 35 Responsible Persons ...... 37 Information Incorporated by Reference ...... 39 Terms and Conditions of the Bonds ...... 42 Annex to the Terms and Conditions – the Financial Guarantee...... 70 1. FINANCIAL GUARANTEE DECLARATION ...... 70 2. TERMS OF THE FINANCIAL GUARANTEE DECLARATION...... 71 3. SUBORDINATION OF SUBROGATION CLAIM ...... 72 4. ISSUE TERMS ...... 72 5. PAYMENTS ...... 72 6. REPRESENTATION TO HOLDERS OF THE BONDS ...... 72 7. FINAL PROVISIONS ...... 73 Description of the Security ...... 74 1. Initial Polish Pledge...... 74 2. Initial Turkish Pledge ...... 76 Interest of Persons Involved in Issuance and Offering of Bonds ...... 80 Use of Proceeds ...... 81 Information about the Issuer ...... 82 1. General information about the Issuer ...... 82 2. Incorporation and History of the Issuer ...... 82 3. Responsible Auditors ...... 83 4. Risk Factors ...... 83 5. Recent Events Related to Issuer's Solvency ...... 83 6. Business Overview ...... 84 7. Simplified Organisational Structure as of 29 February 2016 ...... 85

8. Trend Information ...... 86 9. Profit Forecasts or Estimates ...... 87 10. Administrative, Management, and Supervisory Bodies ...... 87 11. The Sole Shareholder...... 89 12. Financial Information Concerning the Issuer's Assets and Liabilities, Financial Position and Profits and Losses ...... 90 13. Additional Information ...... 92 14. Material Contracts ...... 93 15. Third Party Information and Statement by Experts and Declarations of any Interest ...... 95 16. Documents on Display ...... 96 Information about the Guarantor ...... 97 1. General information about the Guarantor ...... 97 2. Incorporation and History of the Guarantor ...... 97 3. Responsible Auditors ...... 101 4. Risk Factors ...... 101 5. Recent Events Related to Guarantor's Solvency ...... 102 6. Business Overview ...... 102 7. Organisational Structure ...... 103 8. Trend Information ...... 103 9. Profit Forecasts or Estimates ...... 103 10. Administrative, Management and Supervisory Bodies ...... 104 11. Major Shareholders ...... 108 12. Financial Information Concerning the Guarantor's Assets and Liabilities, Financial Position and Profits and Losses ...... 109 13. Additional Information ...... 113 14. Material Contracts ...... 115 15. Third Party Information and Statement by Experts and Declarations of Any Interest ...... 128 16. Documents on Display ...... 129 Information about the Security Provider ...... 130 1. General Information about the Security Provider ...... 130 2. Incorporation and History of the Security Provider ...... 130 3. Responsible Auditors ...... 130 4. Risk Factors ...... 131 5. Recent Events Related to Security Provider's Solvency ...... 131 6. Business Overview ...... 131 7. Organisational Structure ...... 131 8. Trend Information ...... 132

9. Profit Forecasts or Estimates ...... 132 10. Administrative, Management and Supervisory Bodies ...... 132 11. Major Shareholder...... 133 12. Financial Information Concerning the Security Provider's Assets and Liabilities, Financial Position and Profits and Losses ...... 133 13. Additional Information ...... 134 14. Material Contracts ...... 134 15. Third Party Information and Statement by Experts And Declarations of Any Interest ...... 136 16. Documents on Display ...... 137 Information about Indeks ...... 138 1. General information about Indeks ...... 138 2. Incorporation and History of the Indeks ...... 138 3. Responsible Auditors ...... 143 4. Risk Factors ...... 143 5. Recent Events Related to Indeks Solvency ...... 143 6. Business Overview ...... 143 7. Organisational Structure ...... 145 8. Trend Information ...... 146 9. Profit Forecasts or Estimates ...... 146 10. Administrative, Management, and Supervisory Bodies ...... 146 11. The Major Shareholder ...... 149 12. Financial Information Concerning the Indeks Assets and Liabilities, Financial Position and Profits and Losses ...... 150 13. Additional Information ...... 151 14. Material Contracts ...... 152 15. Third Party Information and Statement by Experts and Declarations of any Interest ...... 152 16. Documents on Display ...... 153 Taxation ...... 154 1. Taxation in Poland ...... 154 2. Taxation in the Czech Republic ...... 158 Enforcement of Civil Liabilities Against the Issuer, the Guarantor and the Security Provider .... 160 1. Enforcement Against the Issuer (in Poland) ...... 160 2. Enforcement Against the Issuer as a Security Provider (in Poland) ...... 163 3. Enforcement against the Guarantor (in Poland) ...... 166 4. Enforcement Against Alfanor as the Security Provider ...... 166 Subscription and Sale ...... 169 Certain Definitions ...... 172

General Information...... 177

RISK FACTORS

Potential investors in the Bonds should familiarise themselves with this Prospectus as a whole. The Issuer believes that the following factors may affect its, the Guarantor's and the Security Provider's ability to fulfil their obligations under the Bonds. In addition, factors which are material for the purpose of assessing the market risks associated with the Bonds are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Bonds, but its inability to pay interest, principal or other amounts on or in connection with the Bonds may occur for other reasons. The risks and uncertainties the Issuer describes below are not the only ones the Issuer, the Guarantor or the Security Provider may face. Additional risks not currently known to the Issuer or that the Issuer now deems immaterial may also harm the Issuer, the Guarantor or the Security Provider and affect their businesses, results of operations, financial condition and your investment. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and in the terms of the Bonds offer and reach their own conclusions prior to making any investment decision.

The order in which the following risk factors are presented is not an indication of the likelihood of their occurrence.

1. Risk Factors Related to the Business of the Issuer

The Issuer is exposed to risks from a newly established company

The Issuer was established in November 2013 as a special purpose vehicle, mainly to hold shares in other companies and businesses. The Issuer has made a significant investment in the listed Polish company ABC Data. The Issuer's financial data disclosed in this Prospectus thus only has limited informative value for assessing the Issuer's capability to fulfil its obligations under the Bonds.

Risk associated with losing key management personnel

Key personnel of the Issuer, i.e. members of management and especially senior management of the General Partner, assist in the creation and implementation of the key strategies of the Issuer. Their activity is crucial for the overall management of the Issuer as well as their ability to introduce and implement these strategies. The Issuer cannot guarantee its ability to keep and motivate the key personnel. A potential loss of members of its key personnel could adversely affect the Issuer's business, its economic results and financial situation.

Risk connected with changes in tax law

The Polish tax system is characterized by frequent changes of regulations. Some of these regulations are ambiguous and often a coherent and unified interpretation or tax bodies' practice is missing. Due to different interpretation of tax law, the risk related to tax law in Poland is higher than in some other legal systems. The Issuer may not guarantee that tax bodies will apply different interpretation of tax provisions, which would be unfavorable for companies from the Issuer's Group. Furthermore, the Minister of Finance may, ex officio, change the previously issued general or individual tax rulings. Moreover, tax settlements in Poland may be subject to inspection for a period of five years. Consequently, the amounts shown in financial statements may be changed at a later date, after the final determination of their value by the competent authorities.

The attractiveness of investments undertaken by the Issuer's Group sometimes depends on tax privileges. The current income tax regulations generally permit deferred taxation of accumulated profits from certain products offered by investment fund companies, or their full exemption from such taxation. Any legislative changes resulting in the abolishment or limitation of these tax privileges may contribute to limitation, in full or in part, the benefits attributed to investments by members of the Issuer's Group.

The above factors may have a material adverse impact on the prospects of growth, results and financial standing of the Issuer and members of the Issuer's Group. The above may, in consequence, affect the Issuer's ability to meet its liabilities under the Bonds.

Risk of insufficient refinancing opportunities

The total nominal value of the Bonds is considerably high and as the redemption of the Bonds is based on a repayment structure with a single payment on the Final Redemption Date, the Issuer is exposed to liquidity and the refinancing risks. The Issuer may face a liquidity risk if it is unable to fulfill its liabilities under the Bonds. The Issuer may not be in the position to mitigate the liquidity risk by obtaining a suitable refinancing of the debt under the Bonds. The Issuer's ability to fulfill its obligations to redeem the Bonds under the Terms and Conditions may depend on the Issuer's ability to obtain a suitable refinancing, through debt instruments, credit facilities, loan or otherwise, of the debt under the Bonds.

Risk associated with the Issuer's current financial situation

The special purpose financial statements of the Issuer for the period from 1 January 2014 to 31 December 2014 show a cumulative loss of PLN 42,511,614. The loss exceeded the sum of the Issuer's supplementary and reserve capital and one-third of its share capital.

The Issuer concluded the agreement on sale of the ABC Data shares, including the Initial Polish Pledged Shares, on 26 September 2014, 12 December 2014 and 23 December 2014. Under these agreements, the sale price for the ABC Data shares was to be paid by the Issuer by 31 December 2015. On 29 December 2015 the Issuer concluded additional agreements with the sellers of the ABC Data shares (ABCD Management sp. j. and MCI Venture Projects sp. j., also owned by the Sub-fund MCI.EuroVentures 1.0.) on the basis of which the settlement date was changed to 30 April 2016. As of the date of this Prospectus, the price for the Initial Polish Pledged Shares under the abovementioned agreements has not been paid. On 25 January 2016 the Issuer concluded annexes to the sale agreements with the sellers of ABC Data shares, on the basis of which the sellers waived their right to withdraw from these agreements if the Issuer fails to pay the sale price before the settlement date.

As the Issuer concluded the agreements on sale of ABC Data shares with companies ABCD Management sp. j. and MCI Venture Projects sp. j., which are also owned by the Sub-fund MCI.EuroVentures 1.0., there is no risk in respect of the settlement of the sale price of ABC Data shares as the transaction was concluded between related parties, fully controlled by Sub-fund MCI.EuroVentures 1.0. and the sellers have no intention to whithdraw from the sale agreements and request return of the ABC Data shares from the Issuer.This has been confirmed by the annexes concluded on 25 January 2016.

If the Issuer fails to obtain sufficient funds or if it fails to obtain a loan from its group entities before the settlement date on 30 April 2016, the Issuer will not be able to repay its liabilities, including its liabilities under the Bonds.

The Issuer expects that the Bonds will be redeemed from the future dividends proceeds received from current and future portfolio companies, as well as from the proceeds received by the Issuer from partial or full sale of its investments.

The risk for the Issuer to be a going concern

The financial statements prepared by the Issuer for the purposes of this Prospectus for the period from 1 January 2014 to 31 December 2014 show a cumulative loss of PLN 42,511,614. The loss exceeded the sum of the Issuer's supplementary and reserve capital and one-third of its share capital.

If the balance sheet prepared as at 31 October 2015 still presents cumulative loss exceeding the sum of Issuer's supplementary and reserve capital and one-third of its share capital then, in accordance with Art. 397 of the Commercial Companies Code, the General Partner's Management Board will be obliged to

immediately convene the Issuer's General Meeting for the purpose of adoption of a resolution regarding Issuer's further existence as a going concern.

On 14 December 2015 the General Partner's Management Board convened extraordinary Issuer's General Meeting and adopted a resolution on the continued operation of the Issuer. Based on the analysis performed it was decided that there are no obstacles or any other financial difficulties for the Issuer to conduct its business activities in the unchanged scope.

As the majority of the Issuer's assets constitute ABC Data shares (the Issuer has liabilities from the acquisition of shares (publicly listed on the Warsaw Stock Exchange) that generate negative net assets), there is also a market risk that the Issuer is exposed to. The ABC Data share price may fluctuate depending on the market situation, however, the main risk factor for the Issuer is lack of growth of the market price of ABC Data, which may cause that the existing negative net assets to remain or even rise if the market price of ABC Data shares goes down. However this risk is a natural consequence of the Issuer's business.

The above may have a negative impact on the Issuer's capability to fulfil its obligations under the Bonds.

Risk connected with the Issuer's possible bankruptcy or restructuring

Pursuant to the Polish Bankruptcy Law of 28 February 2003 (Journal of Laws 2015, item 233, as amended) (the Polish Bankruptcy Law) and the Polish Restructuring Law of 15 May 2015 (Journal of Laws 2015, item 978, as amended) (the Polish Restructuring Law), a debtor's insolvency is the basis for the restructuring or declaration of bankruptcy. A debtor is insolvent if it does not pay its due and payable cash liabilities.

The bankruptcy or restructuring petition may be filed with the court by the debtor or any of his creditors in the case of occurrence of grounds for filing particular type of petition. As a consequence, the Issuer may be declared bankrupt or liquidated, or the liabilities towards the Issuer may be restructured and the Bondholders may find it difficult to pursue any Bond-related claims from the Issuer and, therefore, the risk that the Bondholders will not recover their funds invested in the Bonds may not be excluded.

Risk connected with Issuer's possible liquidation

Pursuant to the Commercial Companies Code, the Issuer's dissolution may be caused by:

(a) reasons set out in the Issuer's Articles of Association (however, as of the date of this Prospectus, the Issuer's Articles of Association do not contain any);

(b) resolution of the Issuer's General Meeting regarding the Issuer's dissolution;

(d) death, declaration of bankruptcy or withdrawal of the Issuer's sole general partner, unless the Issuer's Articles of Association provide otherwise; or

(e) other reasons set out by law.

The Issuer's dissolution will follow its liquidation which, in principle, involves only the activities consisting of closing the Issuer's current transactions, debt collection, fulfillment of liabilities and liquidation of the Issuer's assets.

The Issuer may be dissolved, first of all, as a result of declaration of its bankruptcy referred to above.

If the Issuer is dissolved, there is a risk that the Bondholders will not recover their funds invested in the Bonds.

Risk connected with concentration of assets

The main component of the Issuer's investment portfolio consists of the ABC Data shares listed on the regulated market. Six million of ABC Data shares will represent the Security under the Initial Polish Pledge. Therefore, the Issuer is primarily exposed to the risk connected with changes in the price of the ABC Data shares on the regulated market. This risk also applies, if the Issuer decides to sell a material stake in ABC Data and the price obtained is lower than the purchase price the Issuer has paid (or will pay) for the ABC Data shares.

Deterioration of the Issuer's financial standing may have a negative impact on the Issuer's ability to meet its Bond-related liabilities.

Moreover, it may turn out that, due to the lack of any other material assets in the Issuer's assets than the ABC Data shares, the Bondholders may find it difficult to pursue any Bond-related claims from the Issuer. However, as of the date of this Prospectus, the value of the ABC Data shares is significantly higher than the total nominal value of the Bonds.

The abovementioned risk includes also the fact that indirectly, the Issuer is affected by the same risk factors as ABC Data. The risks related to ABC Data are included in Chapter 5 below.

If any of the risks related to ABC Data materialises, it will affect ABC Data shares, including the value of the Initial Polish Pledged Shares, and, ultimately, it will affect the Issuer.

2. Risk Factors Related to the Guarantor and the Guarantor's Group

Risk connected with the Guarantor's possible bankruptcy or restructuring

Pursuant to the Polish Bankruptcy Law and the Polish Restructuring Law, debtor's insolvency is the basis for the restructuring or declaration of bankruptcy. A debtor is insolvent if it does not pay its due and payable cash liabilities. The bankruptcy or restructuring petition may be filed by the debtor or any of its creditors in the case of occurrence of grounds for filing particular type of petition.

As a consequence, the Guarantor may be declared bankrupt or liquidated, or the liabilities towards the Issuer may be restructured the Bondholders may find it difficult to pursue any Bond-related claims from the Guarantor, and, therefore, the risk that the Bondholders will not recover their funds invested in the Bonds may not be excluded.

Risk connected with the Guarantor's possible liquidation

Pursuant to the Commercial Companies Code, the Guarantor's dissolution may be caused by:

(a) reasons set out in the Guarantor's Articles of Association (however, as of the date of this Prospectus, the Guarantor's Articles of Association do not contain any);

(b) resolution of the Guarantor's General Meeting regarding the Guarantor's dissolution or transfer of the Guarantor's registered office abroad;

(d) other reasons set out by law.

The Guarantor's dissolution will follow its liquidation which, in principle, involves only the activities consisting of closing the Guarantor's current transactions, debt collection, fulfillment of obligations and liquidation of the Guarantor's assets.

The Guarantor may be dissolved, first of all, as a result of declaration of its bankruptcy referred to above.

If the Guarantor is dissolved, there is a risk that the Bondholders will not recover their funds invested in the Bonds.

Risk of the Issuer's failure to repay Bond-related liabilities

The Guarantor may not exclude the future occurrence of a situation where the Issuer is unable to meet its liabilities related to the Bonds, in particular, to redeem them or to pay interest. In the case of such a situation, the Bondholders may, on the specified terms, seek satisfaction of their Bond-related claims from the Guarantee granted by the Guarantor.

If the Guarantor is also unable to meet its liabilities related to the Bonds, there is a risk that the Bondholders will not recover their funds invested in the Bonds.

Venture capital risk

The essence of venture capital investments, as the main business of the investment funds the investment certificates in which are held by the Guarantor's Group, is the possibility of obtaining higher rates of return through investing in projects of higher risk level.

Prior to making a venture capital investment, a business plan needs to be thoroughly analysed. This, however, does not always ensure that the development of the company into which the investment fund invested (the Target Company) will go as planned. If the business model of the Target Company is not successful, it can negatively affect the value of investment by incurring losses. As a result, this could negatively affect the Target Company's profit and subsequently the value of investment certificates held by the Guarantor and the Guarantor's Group in the investment fund.

Risk related to measurement of managed companies affecting the value of managed assets

Once a quarter the MCI Group measures the fair value of assets held in investment funds. The resulting measurement value translates to the value of managed assets and the level of received remuneration.

Funds whose investment certificates are held by the MCI Group companies, invest their capital for 5 to 10 years. Companies which are not listed on the stock exchange receive financing in the form of pure equity, debt and a mix of equity and debt. Liquidity of such investments is limited and the profit is realised through disposal of the company's shares, usually to sector investors or financial investors. It is not certain if the funds find buyers for their investments in the future and if they are able to achieve planned rates of return. The risk of economic downturn and downturn on the stock exchange may additionally make it more difficult to exit or may materially restrict the potential rate of return. As a result, this could negatively affect the MCI Group's profit and loss.

Competition risk related to acquiring new investment projects

The MCI Group's development is closely linked to the possibilities of making new investments in promising and technologically advanced economic projects by the investment funds the investment certificates in which are held by the Guarantor's Group. The market has recently observed increased competition of other funds (venture capital funds and private equity funds) and business angels interested in making investments in companies in the new technologies sector. This risk has been addressed through geographical expansion to new and perspective markets where the competition is smaller.

A material competitive advantage of the investment funds the investment certificates in which are held by the Guarantor's Group is their recognition in Poland and abroad, which allows it to engage in new projects.

Risk related to the investments in investment certificates

The main part of assets of the Guarantor's Group are investment certificates issued by the Polish investment funds established and managed by MCI TFI (which is an investment fund company established and existing under Polish law).

Pursuant to Polish law, investment funds have legal personality. Assets contributed to an investment fund for the investment certificates become a part of the investment fund's investment portfolio and are no longer a part of an investment certificate-holder's property. The investment fund's investment portfolio is managed by the investment fund company or another entity engaged by the investment fund company on the basis of a portfolio management agreement. The investment certificate holders usually have no power to impact the investment policy of investment funds, unless such right stems from the investment fund's statute or law provisions.

The investment fund company is a body of the investment fund, authorised to manage the investment fund and represent it in relations with third parties. The investment fund company operates on the basis of relevant permission granted by the PFSA and is supervised by the PFSA to the extent set out principally by the Act on Investment Funds.

Under Section 4(4) of the Act on Investment Funds, an investment fund is not a subsidiary of an investment fund company which manages it (i.e. MCI TFI in this case) or of any entities holding, directly or indirectly, the majority of voting rights in the investment fund's bodies (Guarantor or entities belonging to the Guarantor's Group in this case).

Ultimately, neither the Guarantor and nor the Guarantor's Group have any impact on the operations of investment funds whose investment certificates are owned by the Guarantor or the Guarantor's Group.

It may occur that the assets contributed to the investment funds by the Guarantor or the Guarantor's Group will be managed in the manner which will be unprofitable to the Guarantor and the Guarantor's Group. There may be also other events which may have a negative impact on the profitability of the investments in investment certificates held by the Guarantor or Guarantor's Group, such as liquidation or dissolution of the investment fund, transfer of the management of the investment fund or its investment portfolio to other investment fund company, change of the investment fund's depositary or change of the investment policy implemented by the investment fund.

The Guarantor's Group is also exposed to the typical risks connected with investments in investment certificates of the Polish investment funds.

Risk related to the structure of investment funds portfolio

An important aspect of creating an investment portfolio of an investment fund is its appropriate diversification, which aims at mitigating the investment risk. The rules of diversification of assets of a particular investment fund stem from the Act on Investment Funds and its statute. It may occur that the assets of investment funds whose investment certificates are owned by the Guarantor or the Guarantor's Group are concentrated in a single market or sector, or in a single entity. In such case negative circumstances in such market or sector or in given entity may ultimately have a negative impact on the value of investment certificates owned by the Guarantor or the Guarantor''s Group and, as a consequence, on the MCI Group's profit and loss.

The Guarantor and the Guarantor´s Group may have no impact on the realisation of the investment policy by the investment funds the investment certificates in which are owned by the Guarantor or the Guarantor's Group.

As of 31 December 2014, the investment portfolio of investment funds the investment certificates in which are owned by the Guarantor's Group consisted in particular of shares of three companies, i.e. ABC Data, Netia S.A. (indirectly through portfolio companies) and one non-public company. The proportion of the value of the shares of these companies in the net assets value of a particular investment fund exceeded 20%.

As of 31 December 2014 investments in these companies represented 34.9%; 20.1% and 20.5% of assets of investment funds the investment certificates in which are owned by the Guarantor's Group.

The majority of the current investment portfolio of the investment funds the investment certificates in which are owned by the Guarantor's Group is concentrated in the innovative technologies sector. A downturn in this industry sector may materially affect the number and scope of investment projects realised by the investment funds, as well as their profitability, which in turn, may lead to material decrease of the Guarantor's profit.

Foreign exchange risk

Investment funds the investment certificates in which are owned by the Guarantor's Group also make investments in other currencies than zloty. As of 31 December 2014 investments in currencies other than zloty constituted 31.3% of investment portfolio of the investment funds the investment certificates in which are held by the Guarantor's Group. As a result, currency fluctuations may negatively affect the reported investment value if zloty appreciates against other currencies in which particular investments are denominated. Fluctuations of investment currencies (due to lower income from sales of investments) may decrease the value of investments in the Fund's assets and ultimately lead to a decrease of the Guarantor's Group revenues from the investments in such investment funds.

Interest rate risk

The MCI Group companies use external financing facilities to finance their long term assets as well as the working capital. Most of those financing facilities bear the floating interest rate and, therefore, depend on the fluctuation of the base interest rates in the interbank market and the interest rate policies adopted by the relevant central banks. The rapid and unexpected changes in interest rates might result in increase of the financing costs and in consequence may negatively impact the MCI Group's profitability and financing of its cash flows.

At the time of this Prospectus, the MCI Group did not protect itself against changes in interest rates.

Risk connected with changes in tax law

The Polish tax system is characterized by frequent changes of regulations. Some of these regulations are ambiguous and often a coherent and unified interpretation or tax bodies' practice is missing. Due to different interpretation of tax law, the risk related to tax law in Poland is higher than in some other legal systems. The Guarantor may not guarantee that tax bodies will apply different interpretation of tax provisions, which would be unfavorable for the companies from the Guarantor's Group or investment funds investment certificates in which are owned by the Guarantor's Group. Furthermore, the Minister of Finance may, ex officio, change the previously issued general or individual tax rulings. Moreover, tax settlements in Poland may be subject to inspection for a period of five years. Consequently, the amounts shown in financial statements may be changed at a later date after the final determination of their value by the competent authorities.

The attractiveness of investments undertaken by the Guarantor's Group sometimes depends on tax privileges. The current income tax regulations generally permit deferred taxation of accumulated profits from certain products offered by investment fund companies (like investment certificates owned by the Guarantor's Group), or their full exemption from such taxation. Any legislative changes resulting in the abolishment or limitation of these tax privileges may contribute to limitation, in full or in part, of the benefits attributed to investments by members of the Guarantor's Group.

The above factors may have a material negative impact on the prospects of growth, results, and financial standing of the Guarantor and members of the Guarantor's Group. The above may, in consequence, affect the Guarantor's ability to meet its Bond-related liabilities.

Risk of innovative technologies sector downturn

The majority of the current investment portfolio of the investment funds whose investment certificates are owned by the Gurarantor or the Guarantor's Group, as well as their planned investments, is realised in the sector of innovative technologies. A downturn in this industry sector may materially affect the number and scope of investment projects realised by the investment funds whose investment certificates are owned by the Gurarantor or the Guarantor's Group, as well as their profitability, which in turn, may lead to material decrease of the Guarantor's profit.

Political risk

The political and economic situation in some countries where the assets of investment funds (investment certificates in which are owned by the Guarantor's Group) are invested, or will be invested in the future, may be unstable, which may affect portfolio companies and their value and, as a consequence, affect the value of investment certificates held by MCI Group.

Liquidity risk

Due to the character of the transactions and of the financial assets the liquidity risk is small. The Guarantor manages the liquidity risk through monitoring payment deadlines and funds demand for servicing payments (ongoing transactions monitored on a weekly basis) and cash demand. Cash demand is compared against available sources of financing (especially by evaluating the possibilities of obtaining financing in the form of loans or bond issues) and its own available cash.

The liquidity management process is optimised through the centralised management of funds in the MCI Group where excess of cash generated by individual companies from the MCI Group is invested in borrowings and in other instruments issued by companies from the MCI Group. The surplus of the Guarantor's cash is invested in current liquid financial instruments, e.g. bank deposits.

Credit risk

The Guarantor's credit risk is primarily related to bank deposits. The maximum amount put to credit risk equals the carrying amounts of deposits. The Guarantor concludes bank deposit agreements with entities of high creditworthiness and it deposits its cash for short periods.

MCI Group further uses external financing in the form of bank loans, bonds and leasing. The financing arrangements are concluded for the specified time periods and are typically extended at maturity upon the fulfilment of certain conditions by the MCI Group companies.

Deterioration in the financial performance (or breach of covenants in financing agreements) can lead to a lack of extension of the financing facilities or in extreme cases a cancellation of the financing contracts, which can result in exposing the MCI Group companies to the necessity of refinancing.

Termination of the financing facilities may also occur with the bank's decision to reduce or completely withdraw from the exposure in particular markets where the MCI Group companies operate.

IT Risk

The MCI Group companies, in order to carry out day-to-day business, rely on information technology supporting all major processes in the business. The MCI Group companies may thus encounter system failures including, but not limited to, power losses, computer break-downs, computer viruses or security breaches which may also be caused by third parties. Any failure of the information systems may result in disruption of daily operations, which could have an adverse effect on the MCI Group's revenues and thus the profitability and the ability to generate cash.

Dependence on cash-flow from the Subsidiaries

The main assets of the Guarantor's Group are investment certificates issued by the Polish investment funds and many of the risk factors relate to the operations of such investment funds. The ability of the Guarantor to meet its financial obligations related to the Bonds will depend on the financial results of the investment funds and their ability to generate cash and make distributions.

Polish insolvency laws may provide investors with different protection than Czech insolvency laws

The Guarantor is incorporated under the laws of the Republic of Poland and its shares are listed on the Warsaw Stock Exchange. The insolvency laws of the Republic of Poland are different from the laws of the Czech Republic or other jurisdictions with which investors are familiar, including rules on reorganisation, priority of creditors, ability to obtain post-petition interest and duration of the insolvency proceedings, and, thus, may limit investors' ability to recover payments due on the Bonds to an extent exceeding the limitations arising under other insolvency laws. In the event that the Guarantor or any Subsidiary of the Guarantor experiences financial difficulty, it is not possible to predict with certainty the outcome of such proceedings. This may adversely affect investors' ability to enforce their rights against the Guarantor in Poland and limit any amounts that they may receive from the Bonds.

General risks related to future regulation

Since the Guarantor's core business activities consist of direct investment activity in private equity and venture capital, it is subject to, among others, risk connected with changes in law, including tax law and other regulations governing the Guarantor's core business activities. Future regulations and changes in regulations and other legal requirements by the Polish Government or the European Union may require significant changes in the Guarantor's business or otherwise affect it in ways that the Guarantor cannot predict. Any new regulations that cause the Guarantor to restructure or otherwise change its business may have a material adverse effect on its business prospects, operating results and financial standing.

3. Risk Factors Related to the Security Provider

Risk connected with economic, political, and social situation and with the government's policy

The headquarters of Alfanor is in Norway, therefore, its results as well as financial standing and development prospects are to a great extent exposed to changes in the economic, political, and legal situation in Norway. The general macro-economic situation, particularly such factors as regulatory changes, inflation, deflation, economic recession, local market disruption, social unrest, changes in disposable income or gross national product, variations in interest rates and taxation policies, levels of economic growth and other similar factors may have a direct influence on business results, financial standing and growth prospects of the Issuer, the Guarantor, members of the Issuer's Group or of the Guarantor's Group.

Each government, also the Norwegian government, conducts the policy of influencing the economic growth by applying such measures as: allocation of resources, fiscal policy, or preferential terms for selected sectors of the economy or firms. Governments, in cooperation with other state administration bodies, are also empowered to introduce new regulations, which have an impact on the economy, such as regulations connected with money supply, interest rates, foreign exchange rates, taxes, inflation, budget deficit, foreign debt, unemployment level or income structure of individuals, which may be material factors affecting the economic situation in the segments in which Alfanor operates. The only business activity of Alfanor is owning shares in other companies and businesses. Alfanor has made a significant investment in the listed Turkish company Indeks in 2013.

Negative trends in the above factors may have a material negative impact on Alfanor's prospects of growth, results, and financial standing of businesses operating in Norway, in particular, Alfanor.

There can be no assurance that any potential political or economic instability in Norway could not adversely affect Alfanor's business, results of operations, financial standing, liquidity, capital base, prospects or reputation.

Risk connected with terrorist attacks, pandemic, natural disasters, and other extraordinary events

Terrorist attacks, pandemics, natural disasters and other extraordinary events may cause material disturbances in the global economy, increase the level of uncertainty on financial markets, additionally lower the level of mutual trust and reduce the ability of market participants to settle liabilities or limit the opportunities to acquire financing.

Each of the above factors may have a material negative impact on Alfanor's prospects of growth, results, and financial standing.

Foreign exchange risk

The main investment of Alfanor – shares in Indeks – is denominated in TRY, a currency different than NOK. Currency fluctuations may affect the reported investment value which will fall if NOK is appreciated against TRY in which the investment is denominated.

Currency fluctuations may have a negative impact on Alfanor's financial results and financial standing.

Credit risk

Alfanor's credit risk is primarily related to bank deposits. The maximum amount put to credit risk equals carrying amounts of deposits. Alfanor concludes bank deposit agreements with entities of high creditworthiness and it deposits its cash for short periods.

Risk connected with tax law changes

The tax system is characterized by changes of regulations, which sometimes are ambiguous, and often a coherent and unified interpretation or tax bodies' practice is missing. Changes in the Norwegian tax system may have a negative impact on Alfanor's financial result.

Risk connected with the existence of Alfanor as a special purpose vehicle

Alfanor was established as a special purpose vehicle, mainly to hold shares in other companies and businesses. Since the main component of Alfanor's investment portfolio is composed of the Indeks shares, including the shares listed on the regulated market, Alfanor is exposed, first of all, to the risk connected with changes in the prices of equity securities on the public market or stock exchange indexes, generated by maintaining an open position in instruments sensitive to changes in these market parameters.

In addition, Indeks pursues a dividend policy attractive for Alfanor. A possible change in the Indeks dividend policy may, therefore, have a material negative impact on Alfanor's financial results and its financial standing.

Risk connected with the occurrence of events anticipated in the facility agreements concluded by Alfanor

In the case of occurrence of events anticipated in the provisions of the agreements concluded by Alfanor, referred to in section 14 of the chapter "Information about the Security Provider", the outstanding indebtedness under Alfanor's facility may become due and payable.

In accordance with the Amended and Restated Loan Agreement concluded between Sub-fund MCI.EuroVentures 1.0. and Alfanor on 14 May 2015 and the loan agreement concluded between Sub-fund MCI.EuroVentures 1.0. and Alfanor, if the following events occur:

(i) Alfanor fails to pay any sum payable under given agreement or defaults in the performance of any obligation under such agreement, and (if such default is, in the opinion of Sub-fund MCI.EuroVentures 1.0., capable of remedy) such default is not remedied within seven days after Sub-fund MCI.EuroVentures 1.0. notified Alfanor of such default; or

(ii) Alfanor fails to immediately communicate any internal disposition which may affect Alfanor's capital situation;

Sub-fund MCI.EuroVentures 1.0. shall be entitled to declare that any outstanding indebtedness under the facility (under given agreement) has become due and payable, whereupon the same shall, immediately or in accordance with such notice, become due and payable, unless Sub-fund MCI.EuroVentures 1.0. agrees otherwise.

In view of the value of funds which Alfanor may be required to repay in the above situations, the need to repay them may result in insolvency and, consequently, in Alfanor's bankruptcy or liquidation.

In such a situation, the Bondholders' seeking satisfaction of the Bond-related claims from the Initial Turkish Pledge may be difficult, and, therefore, the risk that the Bondholders will not recover their funds invested in the Bonds, in full or even in part, may not be excluded.

Risk connected with Alfanor's possible bankruptcy and liquidation

There is a risk that, in specific cases, Alfanor may go bankrupt and, consequently, be liquidated.

In such a situation, the Security Agent seeking satisfaction of the Bond-related claims from the Initial Turkish Pledge should be able to seek full satisfaction provided that the value of the pledged shares is sufficient to cover the claim. However, the insolvency administrator of Alfanor would have a statutory lien over the assets of Alfanor upwards limited to five per cent. of the value of each asset and if the insolvency estate of Alfanor does not have sufficient funds to cover the insolvency administrator's necessary costs, there is a risk that up to five per cent. of the value of the pledged shares may be deducted to cover such costs.

4. Risk factors related to Indeks

The information included in this chapter of the Prospectus is presented as general information. This chapter was prepared exclusively on the basis of Indeks consolidated financial statement and operation report for the year ended 31 December 2014. Alfanor, as the minority shareholder of Indeks, has no access to the documents or information regarding Indeks, other than publicly available. The Issuer has not examined the abovementioned documents in the light of their genuineness, accuracy or completeness.

Risk related to incomplete information on Indeks

The Issuer is not a person controlling Indeks, as a result of which the Issuer may not have all the relevant information about Indeks for the preparation of this Prospectus. That is why there is a risk that the data on Indeks set out in this Prospectus may be incomplete, which may result in investors not being provided with the complete information for assessment of the financial and economic positions of Indeks. Nevertheless, the Issuer is not aware of Indeks providing the Issuer with any incorrect or incomplete information for preparation of this Prospectus.

Capital risk arising out of financial instruments

Indeks group, while trying to maintain the continuity of its activities in capital management on one hand, aims to increase its profitability by using the balance between debts and resources on the other hand.

As indicated in Indeks consolidated financial statement for the year ended on 31 December 2014, the capital structure of Indeks group consists of debts containing the credits, cash and cash equivalents and resource

items containing respectively issued capital, capital reserves, profit reserves and profits of previous years. Risks, associated with each capital class, and the capital cost are evaluated by the senior management.

Risks associated with each capital class and the capital cost are evaluated by the senior management. It is aimed that the capital structure will be stabilized by means of new borrowings or repaying the existing debts as well as dividend payments and new share issuances based on the senior management evaluations.

Other risks arising out of financial instruments

Because of its operations, the Indeks group is exposed to financial risks related to exchange rates and interest rates. Indeks group as it holds the financial instruments also to carry the risk of other party not meeting the requirements of the agreement. Market risks seen at the level of Indeks group are measured according to the sensitivity analysis principle.

As indicated in Indeks consolidated financial statement for the year ended on 31 December 2014, the market risks seen at the level of Indeks group are measured according to the sensitivity analysis principle. Market risks faced by Indeks in current period or the process of undertaking the faced risks or the process of the measure of faced risks was not changed in the previous year.

Foreign currency risk management

Transactions in foreign currencies expose the Indeks group to foreign currency risk. This risk mainly arises from fluctuation of foreign currency used in conversion of foreign assets and liabilities into Turkish lira. Foreign currency risk arises as a result of trading transactions in the future and the difference between the assets and liabilities recognized. Indeks is mainly exposed to foreign currency risk due to deposits, receivables and payables.

Indeks operates in original currencies. If a product is purchased in USD currency, Indeks sells these products in USD currency. There could be exception such sellling this product in TRY. At this level, Indeks finance team does hedging.

Accounting books have to be kept in TRY legally in Turkey. This creates currency differences which are non-cash financial items.

Credit risk management

According to the Indeks consolidated financial statements for the year ended on 31 December 2014, the Indeks group credit risk management is exposed from the trade receivables. Trade receivables mostly consist of receivables from dealers. Indeks group has set up an effective control system over its dealers and the risk is monitored by credit risk management team and Indeks group management. Indeks group has set limits for each dealer and these limits are revised if necessary. There is no significant trade receivable risk for Indeks group, because the Indeks group has receivables from a wide range of customers instead of a small number of customers and significant amounts.

Interest rate risk management

Important part of the Indeks group financial assets and liabilities with fixed rate are short-term. Consequently the financial assets and liabilities with fixed interest rate are taken into consideration. There is no interest rate risk if only financial assets and liabilities with floating rate are taken into consideration. TRY loan interest rate is around 15% which is quite high. USD loan interest rate is around 3%. When customer, especially large retails, demand extended long terms, Indeks group financial team is adding interest cost at the top of prices.

Liquidity risk

Indeks group tries to manage the liquidity risk by maintaining the continuation of sufficient funds and loan reserves by means of matching the financial instruments and terms liabilities by following the cash flows regularly.

Short and long terms financial liabilities include Avea Iletisim Hizmetleri (Avea) guaranteed loan of Datagate Bilgisayar Malzemeleri Ticaret AŞ. (Datagate). When considering, whole loan amount of Datagate should be offsetted. This loan will decrease significantly in a year time.

5. Risk factors related to ABC Data

The information included below was prepared exclusively on the basis of ABC Data's financial statements for the year ended 31 December 2014 with auditor's opinion and management board's report of the activities of ABC Data for the 2014 financial year. The Issuer has not examined such documents in the light of their genuineness, accuracy or completeness.

Macro-economic environment influencing operations of the ABC Data and IT industry standing

The key factors to shape the ABC Data Group's operations in the reporting period and in the following year are:

(i) continuous increase in the IT market in the countries of the ABC Data Group's direct presence, stimulated by economic growth and development of CE countries but slower than in previous years;

(ii) growing role of Polish enterprises in Central and Eastern Europe that stimulates exports;

(iii) strong pricing competition in most IT product groups;

(iv) growing market share of the largest IT distributors;

(v) uncertain standing of markets where ABC Data Group operates due to possible negative effects of events taking place in the Eurozone on the macro-economic standing of the region, in particular of less developed countries.

Financial risk

The key financial instruments used by ABC Data include bank loans, cash and short-term deposits. The major objective of the financial instruments is to secure financing of ABC Data's operations. ABC Data has also other financial instruments, such as trade receivables and liabilities which result directly from its operations.

ABC Data concludes spot and forward currency transactions aimed at the management of the currency risk arising in the course of its operations and from the funding sources used.

ABC Data has not traded in financial instruments both at the date of preparation of the financial statement and during the entire period included in the financial statements for the year ended 31 December 2014.

The key risks resulting from the financial instruments held by ABC Data include interest rate risk, liquidity risk, currency risk, credit risk and commodity risk. ABC Data's management board verifies and arranges the rules of risk management for each type of risk.

Interest rate risk

During 2014 ABC Data's liabilities included short-term bank loans and factoring facilities with interest rates based mostly on monthly base rates for a given currency increased by bank's margin. Since intercompany deliveries of purchases for Poland, Slovakia, Czech Republic, Lithuania, Hungary, Romania and Germany, are centralized in ABC Data, ABC Data is the one to finance most operations. Purchases made by the subsidiaries: Czech, Slovakian, Lithuanian, Hungarian, Romanian and German are funded through trade liabilities to ABC Data.

A significant increase of market interest rates may adversely impact the financial performance of the ABC Data. Risk mitigation and prevention measures involve continuous monitoring of the money market standing and active managing of balance sheet items that impact working capital, although do not include financial instruments hedging against forex rate risk.

ABC Data uses overdraft facilities denominated in PLN, RON (Romanian leu), CZK and EUR and non- recourse factoring services denominated in PLN and CZK. Interest on facilities is based on a floating rate: WIBOR (Warsaw Interbank Offer Rate), ROBOR (Romanian Interbank Offer Rate), PRIBOR (Prague Interbank Offered Rate) and EURIBOR (Euro Interbank Offer Rate), respectively.

As of the date of publication of the ABC Data's financial statement for the year ended 31 December 2014, ABC Data did not apply an active strategy of hedging against the interest rate risk.

Currency risk

ABC Data is exposed to the currency risk arising from concluded transactions. The risk arises from purchase and sales transactions and loans taken in currencies other than its measurement currency. About 72% of costs of acquiring goods and services is denominated in currencies other than the PLN, while only 60% of sales transactions is concluded in foreign currencies. ABC Data has concluded transactions hedging from forex risk in the form of financial instruments (mainly spot and forward contracts) in a manner corresponding to the terms of the hedged item and therefore ensuring maximum effectiveness of the hedge. In its calculations and hedging activities ABC Data monitors individual assets and liabilities (by currency) arising as a result of operating activities.

Since 1 April 2010 ABC Data has applied hedge accounting involving the hedging of future cash flows. The hedging of future cash flows minimizes the forex risk related to goods and services purchased for foreign currencies and recorded by ABC Data in PLN at a historical exchange rate if the sales prices of the goods and services for PLN are indexed to the current forex rate. In this case, receivables and liabilities in a given foreign currency and derivatives constitute elements of the hedge.

ABC Data hedges currency risk related to sales indexed to EUR and USD exchange rates and denominated in these currencies with foreign currency monetary items, i.e. trade liabilities reduced by trade receivables and cash, and increased/reduced by the notional value of FX forwards and FX swaps regarding currency sales/purchases. ABC Data designates certain foreign currency monetary items as hedging instruments under the cash flow hedge model and recognizes them in line with the hedge accounting principles.

Price risk

Continuous reduction of product prices arising from their progressing technical obsolescence and launch of new products is characteristic of the IT market. ABC Data purchases goods directly from IT hardware manufacturers for further distribution. During pre-sale storage, prices of individual products may drop following reductions introduced by manufacturers.

Price protection clauses included with most distribution contracts concluded by ABC Data with key supplies, i.e. manufacturers of goods and market practice protect against the risk. They allow for obtaining a refund of a portion of the cost of unsold goods if the sales price to ABC Data Group's clients decline. Manufacturer

bearing full responsibility for price changes of goods held in distributor's warehouse is the standard distribution market practice.

ABC Data does not store high volumes of goods purchased from distributors in order to avoid the risk of a price drop. Such transactions are usually concluded based on specific orders of the ABC Data's buyers. ABC Data strives to reduce the price risk by way of monitoring prices, immediate sales of products with increased impairment risk and maintaining a high inventory turnover ratio.

Debt risk

During 2014 ABC Data used borrowings in the form of short-term bank loans, intercompany loans and factoring facilities. ABC Data is the one charged with funding of the ABC Data Group's operations as it operates the central warehouse supplying products for sale by distribution subsidiaries.

ABC Data uses services of six banks providing loans to fund the ABC Data's operations and five separate factoring facilities for selected clients of ABC Data for the purpose of discounting receivables from these clients on an ongoing basis.

Due to the commercial nature of the operations of the ABC Data and ABC Data Group, the amount of funding closely depends on the level of sales and working capital management quality (turnover of receivables, liabilities and inventory). Receivables, liabilities and inventory turnover is monitored on an ongoing basis in order to limit the amount of borrowings, at the same time optimizing product availability and attractiveness of trade credits offered to the Company's clients. Apart from planning the demand for borrowings in its annual budget, ABC Data keeps monitoring its debt and cash flows to be able to undertake relevant measures aimed at obtaining more funds necessary to ensure paying its trade liabilities within contractual deadlines if necessary.

According to the management board of ABC Data, the current limits cover the potential demand for working capital both in the ABC Data and ABC Data Group, and the risk that the banks that provide the funding will be not willing to extend the funding agreements is limited.

Credit risk

Credit risk is defined as a risk of ABC Data's incurring a financial loss due to a counterparty's default in the form of a failure to pay for goods or services within the extended payment deadline awarded by ABC Data. Credit risk is related mostly to trade receivables and the use of deferred payment terms upon sale. ABC Data has developed and implemented procedures aimed at minimizing and continuous monitoring of the risk in a manner precluding occurrence of a significant credit risk concentration.

Clients with poor financial standing and those beginning their cooperation with ABC Data can buy for cash or upon advance payment only. Each client applying for a trade credit is assessed for creditworthiness based on financial documents provided by itself or reports ordered from business intelligence firms. ABC Data insures its trade receivables; therefore, the credit limit determined individually based on an analysis of a client's financial standing strongly depends on a decision regarding the amount insured of the client's trade credit. Granting a client a credit in excess of the limit determined by the insurer requires acceptance in accordance with internal credit procedures. Credit decisions are accepted only by the unit in charge of ABC Data's credit risk (treasury department) or by ABC Data's management board. ABC Data regularly verifies credit limits of its clients based on the current insurance of credit limits, history of payments, cooperation scale, financial data and collateral held.

If a client has overdue liabilities to ABC Data, sales to this client are suspended until the debt is repaid. At the same time, depending on the debt repayment process, the credit limit granted may be reduced or withdrawn. ABC Data recognizes impairment losses on uninsured receivables and amounts arising from own contribution in the amount insured based on a detailed analysis of receivable balances.

The credit risk related to other financial assets of ABC Data, such as cash and cash equivalents and some derivatives, results from the counterparty's payment default and the maximum exposure is equal to the carrying amount of the instruments.

Liquidity risk

Liquidity risk is defined as a risk that ABC Data will be unable to pay its financial liabilities upon their maturity.

ABC Data monitors projected operating cash flows on an ongoing basis, considering maturity of receivables and liabilities. Liquidity is maintained with short-term credit and factoring facilities used by ABC Data. The related demand is determined when preparing the budget for the subsequent year and modified depending on the current financial standing of ABC Data. Since ABC Data efficiently manages its working capital and counterparty's credit risk (insurance of receivables) at the same time maintaining good financial standing, the liquidity risk is limited.

Risk related to macro-economic standing of Poland and other countries where ABC Data operates

Growth of the IT sector is closely correlated with the general economic standing of Poland and other countries, in which ABC Data and ABC Data capital group carry out operations. Polish economy is sensitive to the global economic situation, in particular to the EU standing. Possible economic slump may have substantial adverse impact on the financial performance of ABC Data and the entire ABC Data Group. GDP (gross domestic product) growth, IT expense level, pay level, investment in enterprises, inflation and foreign exchange rates are the key factors influencing ABC Data's financial performance. There is a risk that a slowdown in economic growth, reduced investment and public procurement level or an inflation increase may negatively impact operations and financial standing of ABC Data, its performance and development prospects.

Margin reduction risk

All markets inwhich ABC Data and the ABC Data Group operate are highly competitive. Growing competition arising from new market entries, increasing saturation with IT products and aggressive pricing may result in trade margin reductions. Margin control including all key factors that contribute to its amount, active response to margin drops and substantial diversification of ABC Data's offer allow significant risk mitigation.

Foreign exchange risk

A significant portion of products offered by the ABC Data come from foreign suppliers. Settlement of foreign currency transactions concluded with suppliers and clients gives rise to the risk of revenue and expense fluctuation caused by changes in forex rates, which may negatively affect the ABC Data's performance.

The purchase structure of the ABC Data Group is generally centralized in ABC Data (in Warsaw). Then, the goods are sold to local clients by subsidiaries located in the Czech Republic, Slovakia, Lithuania, Hungary and Germany (which, except of Romania, do not have separate warehouses). Very few goods are purchased directly by subsidiaries. Since deliveries from the head office to the subsidiaries are denominated in the currency used by these companies when selling to their clients, their forex risk is very small, and the entire risk management process lies with ABC Data (the parent).

ABC Data attempts to mitigate the negative effect of forex rate changes through pro-active forex risk management. For this purpose, ABC Data applies solutions involving daily indexing prices of the offered products in foreign currencies. Such a pricing policy allows, on the one hand, flexible adjustment of domestic currency prices to the current exchange rates, and on the other hand, the use of inventory of goods

expressed in foreign currencies as a natural hedge against the forex risk arising from foreign currency liabilities.

The purpose of parent's currency position management is to maintain a balanced asset and liability position in each currency including the inventory level. Spot, forward and currency swap transactions are the key financial instruments used to hedge currency positions. In 2014 ABC Data Group did not use currency options as forex risk hedges.

ABC Data has implemented hedge accounting involving hedging of the future cash flows from trading operations with regard to the pricing system and the relevant forex risk policy, as well as in order to mitigate financial effects of rapid forex rate changes and their impact on the ABC Data Group's performance. This allows allocating forex differences to periods they actually pertain to, and thus limiting the risk of incidental misstatement of financial profit/loss in a given period.

Business acquisition risk

Accelerating business growth by acquiring other entities is an important element of the strategy adopted by ABC Data Group. ABC Data may be forced to withdraw from investing in certain entities it has been negotiating with since potential targets, formerly evaluated as attractive, will generate too much risk or the transaction price expected by their owners will render them unviable. Also, if transactions are concluded, future financial performance of acquires and the presumed synergy effect may be lower than planned.

Supplier risk

ABC Data's operations are based on cooperation with key IT hardware suppliers. According to the ABC Data's management board, there are no suppliers so important that disruption in cooperation with them would have a material negative impact on the sales performance of ABC Data. A broad portfolio of products allows efficient management of relationships with suppliers and offering clients with alternative solutions if temporary shortages or price fluctuations occur.

IT and telecom system risk

Due to its operational specifics, ABC Data's efficiency closely depends on data flow and processing speed. Therefore, continuous improvement and uninterrupted operation of IT tools supporting communication and management is crucial. ABC Data has systematically extended and improved its IT infrastructure supporting business management processes. Despite being modern and efficient, the risk of IT system breakdown cannot be excluded, nor can be a future threat of its reduced efficiency due to growing scale of operations or other factors, including those beyond the ABC Data's control. Any reduction in efficiency of the IT infrastructure used by ABC Data may have an adverse effect on business management, development strategy implementation and financial performance. ABC Data has monitored efficiency of its IT solutions on an ongoing basis, improved and extended it to match the ABC Data's growth. Additionally, the ABC Data Group has a team of IT specialists able to promptly repair potential breakdowns. The ABC Data Group has implemented a system ensuring data control and recovery in crisis situations.

Risk related to loss of key employees

Operations of ABC Data and its development perspectives depend on knowledge, experience and qualifications of ABC Data's management board members and other key managers. Strong demand for IT specialists and competitors' activities may result in key personnel leaving the company and slow down the recruitment of new hires with relevant background and skills. There is a risk that the losing of key employees will negatively impact the operations and financial standing of ABC Data, its financial performance and growth perspectives. However, the employee turnover in the ABC Data capital group is small. Further, ABC Data has been monitoring the labor market on an ongoing basis and adjusting to its trends in order to limit the risk, also in terms of remuneration and incentives offered, including stock options for top management.

Risk related to trade credits granted

ABC Data offers trade credits to its business partners and therefore it is exposed to the risk of losing receivables due to potential insolvency of their counterparties.

The risk is limited with group or individual insurance policies for trade receivables concluded by all ABC Data Group companies. Insurance decisions determine internal decisions regarding trade credit limits for ABC Data Group clients. In most cases, such limits do not exceed the level of coverage granted by the insurer.

The companies within the ABC Data Group use an internal integrated CRM (customer relationship management) system allowing analysis of risk related to clients, including the history of contracts, value of orders and timeliness of payment, as well as analysis, approval and management of credit limits for individual clients.

Receivables from clients are monitored on an ongoing basis. In case of overdue payments, sales are suspended and immediate collection measures are implemented.

The efficient procedure of trade credit granting, verifying and monitoring, bad debt level has remained flat.

Risk related to the seasonality of sales

ABC Data's sales are of seasonal nature, which involves the sales level exceeding the sales average in the fourth quarter of a given year. Capital expenditure of institutional clients and increased purchases of retail clients over the Christmas period contribute most to the trend.

Risk related to damage or loss of goods in warehouse following force majeure

Gathering goods of substantial value in one place gives rise to a risk of exposing it to force majeure, such as fire, flood etc. All ABC Data's assets (including inventories) are insured, as well as a potential loss of income.

The above events may substantially limit or even suspend operations of ABC Data and its capital group comapnies. This in turn may temporarily disrupt trade relations with clients and may damage their trust in ABC Data as a supplier.

Major shareholder risk

As at 31 December 2014, companies belonging to the Guarantor's group companies held jointly 61.52% of shares in the share capital, corresponding to 61.52% of votes at the ABC Data's general shareholders' meeting. As at the date of publishing the ABC Data's financial statements for 2014, the above figures remained the same. In 2014, the total share of the companies belonging to the Guarantor's group companies in the interest (expressed in percent) decreased from 61.54% to 61.52% following the share capital increase. At the same time during the reporting period and by the date of publication of this report, the number of the ABC Data's shares held by the entities in the Guarantor's group did not change.

The impact of the companies belonging to the Guarantor's group, as the majority shareholder, on decisions made by general shareholders' meeting of ABC Data, may be substantially stronger than the impact of minority shareholders.

6. Risk Factors Related to Poland and Czech Republic

Risk connected with macro-economic situation and social, economic or political developments

The general macro-economic situation, particularly such factors as regulatory changes, inflation, deflation, economic recession, local market disruption, social unrest, changes in disposable income or gross national product, variations in interest rates and taxation policies, levels of economic growth and other similar factors may have a direct influence on business results, financial standing, and growth prospects of the Issuer, the Guarantor, members of the Issuer's Group or of the Guarantor's Group. The situation on financial markets, perception of Poland and the Czech Republic on international foreign exchange markets, and interest rates has a direct impact on investors' willingness to take risk.

Each government, also the Polish and Czech government conducts the policy of influencing the economic growth by applying such measures as: allocation of resources, fiscal policy, or preferential terms for selected sectors of the economy or firms. The government, in cooperation with other state administration and constitutional bodies, is also empowered to introduce new regulations, which have an impact on the economy, such as regulations connected with money supply, interest rates, foreign exchange rates, taxes, inflation, budget deficit, foreign debt, unemployment level or income structure of individuals, which may be material factors affecting the economic situation in the segments, in which the Issuer, the Guarantor, and members of the Issuer's Group or of the Guarantor's Group operate.

Negative trends in the aforementioned factors may have a material negative impact on the prospects of growth, results, and financial standing of businesses operating in Poland and the Czech Republic, in particular, the Issuer, the Guarantor, and members of the Issuer's Group or of the Guarantor's Group. The above may, consequently, have a negative impact on the Issuer's and the Guarantor's ability to meet their Bond-related liabilities.

There can be no assurance that political or economic instability will not occur in Poland or the Czech Republic that any such instability will not adversely affect the Issuer's or the Guarantor's business, results of operations, financial standing, liquidity, capital base, prospects or reputation.

Risk connected with terrorist attacks, pandemic, natural disasters, and other extraordinary events

Terrorist attacks, pandemics, natural disasters, and other extraordinary events may cause material disturbances in the global economy, increase the level of uncertainty on financial markets, additionally lower the level of mutual trust, and reduce the ability of market participants to settle liabilities or the opportunities to acquire financing.

Each of the above factors may have a material negative impact on the growth prospects, results, and financial standing of the Issuer, the Guarantor and members of the Issuer's Group or of the Guarantor's Group. The above may, consequently, have a negative impact on the Issuer's and the Guarantor's ability to meet their Bond-related liabilities.

Risks related to the inflation rate, interest rate levels and their changes

The financial results of the Issuer, the Guarantor and members of the Issuer's Group or of the Guarantor's Group are influenced by the inflation rate. Any significant change in inflation or interest rates may negatively affect the Issuer's or the Guarantor's business and its financial situation.

7. Risk Factors Related to the Bonds

General risks related to bonds

The Bonds may not be a suitable investment for all investors.

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any of its supplements;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;

(d) understand thoroughly the terms of the Bonds (especially the Terms and Conditions, this Prospectus and its supplements) and be familiar with the behaviour or development of the respective financial market; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios of further development of economics, interest rates and other factors that may affect its investment and its ability to bear the applicable risks.

The Bonds are complex financial instruments. Institutional investors purchase complex financial instruments with adequate risk, the level of which they are aware of, in order to decrease the risk or increase the profit of their overall portfolios. A potential investor should not invest in the Bonds, which are complex financial instruments, unless it has the expertise (either alone or with a financial adviser) to evaluate the performance of the Bonds under changing conditions determining the value of the Bonds and the impact this investment will have on the potential investor's investment portfolio.

Liquidity risk

The Issuer applied for admission of the Bonds to trading at the Prague Stock Exchange (regulated market). There can be no assurance that there will be a liquid secondary market for the Bonds or, if such will develop, that it will last. The fact that Bonds are listed on a regulated market does not necessarily lead to higher liquidity of the listed Bonds than the unlisted ones. The investor may not be able to sell the Bonds at any time at a fair market price on an illiquid market.

The Issuer may be unable to list the Bonds on the Prague Stock Exchange

The Issuer intends to take all the necessary steps to ensure that the Bonds are admitted to trading on the Regulated Market of the Prague Stock Exchange as soon as possible after the offering of the Bonds. However, there is no guarantee that all of the conditions for listing will be met and that the Bonds will be admitted to trading on the regulated market of the Prague Stock Exchange on the expected date.

Trading in the Bonds may be suspended or the Bonds may be excluded from trading on the regulated market of the Prague Stock Exchange

The Prague Stock Exchange has the right to suspend trading in listed bonds if an issuer of the bonds fails to comply with Prague Stock Exchange's regulations (such as, specific disclosure requirements) or if such suspension is necessary to protect the interests of market participants or the orderly market functioning is temporarily endangered. There can be no assurance that trading in the Bonds will not be suspended. Any suspension of trading could materially adversely affect the Bonds' trading price.

Moreover, if an issuer of bonds which are listed on the Prague Stock Exchange fails to fulfil certain requirements or obligations under the applicable laws and regulations or if the orderly stock exchange trading, the safety of the trading or the investors' interests are endangered, the bonds can be excluded from

trading on the Prague Stock Exchange. In particular the Bonds could be excluded from trading when, among others: (i) the transferability of the Bonds is restricted or (ii) there is such instruction by the CNB, or (iii) early redemption of the Bonds has been announced. There can be no assurance that such a situation will not occur in relation to the Bonds.

Taxation

Potential purchasers and sellers of the Bonds should be aware of the fact that they may be required to pay taxes or other charges according to the laws and practices of Poland or the state where the Bonds are transferred or in another relevant jurisdiction. In some countries no official statements of tax offices or court rulings in the matter of financial instruments such as the Bonds may be provided. Potential investors should not rely on the brief summary of tax matters included in this Prospectus when purchasing, selling or repaying these Bonds, but they should act according to the recommendation of their financial advisors regarding their individual taxation. To assess the risks stated in this section, the investors should take into account at least the chapter Taxation on page 154 of this Prospectus.

Legality of purchase

Potential purchasers of the Bonds (in particular foreign entities) should be aware that the purchase of the Bonds may be subject to legal restrictions affecting the validity of the purchase. Neither the Issuer, the Guarantor, potential dealers nor any of their respective affiliates have or assume responsibility for the legality of the acquisition of the Bonds by any potential purchaser of the Bonds, whether under the laws of the jurisdiction of its incorporation or jurisdictions where it operates (if different). A potential purchaser cannot rely on the Issuer, the Guarantor, potential dealers or any of their respective affiliates when deciding in the matter of legality of the Bonds purchase.

Change of law

Terms and Conditions of the Bonds are governed by Czech law in force as of the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Czech law or administrative practice after the date of this Prospectus.

Legal investment considerations may pose restrictions for certain investors

The investment activities of certain investors are regulated by laws and orders or are subject to inspection or regulation by certain authorities. Potential investors in the Bonds (foreign investors, in particular) should consult their legal advisers to determine whether and to what extent the Bonds are legal investments for them. The Issuer shall not bear any responsibility for the legality of investment in the Bonds by potential investors, regardless of whether the law applicable in the state of incorporation, state of residence or state of performance of business activities of potential investors is Czech law or another law.

Return on the investment in Bonds may be affected by various fees

The overall return on investments in the Bonds may be affected by the fees charged by the fiscal and paying agent of the Bond issue, an agent for the sale/purchase of the Bonds (such as the Lead Manager) or charged by the relevant settlement system used by the investor. Any such person or institution may charge fees for the opening and keeping of an investment account, securities transfers, securities safekeeping services, etc. The Issuer recommends that potential investors in the Bonds familiarise themselves with the materials that will serve as the basis for charging fees related to the Bonds.

Early Redemption Risk

In the event of an early redemption of the Bonds in accordance with the Terms and Conditions, the value of the yield on the Bonds could be lower than anticipated. Also, there can be no assurance that at the relevant time the Bondholders will be able to reinvest the redemption proceeds at an effective interest rate as high

as the return that would have been received on such Bonds had they not been redeemed. Potential investors should consider such reinvestment risk in light of other investments available at that time.

Write Down Risk

In the event of a reduce of the outstanding nominal value of Bonds in accordance with the Terms and Conditions (Write Down), the value of the yield on the Bonds could be lower than anticipated. Also, there can be no assurance that at the relevant time the Bondholders will be able to reinvest the reduced proceeds at an effective interest rate as high as the return that would have been received on such Bonds if their outstanding nominal value had not been reduced. Potential investors should consider such reinvestment risk in light of other investments available at that time.

Risks associated with resolutions of Bondholders

As the Terms and Conditions provide for resolutions of the Bondholders, certain rights of a Bondholder may be amended or reduced or even cancelled by way of resolutions, which could affect the Bondholder negatively.

As the Terms and Conditions provide for resolutions of the Bondholders, a Bondholder is subject to the risk of being outvoted by a majority resolution of the Bondholders. As such majority resolution properly adopted is binding on all Bondholders, certain rights of such Bondholder against the Issuer or the Guarantor under the Terms and Conditions of the Bonds may be amended or reduced or even cancelled.

Risks associated with appointment of common proxy

As the Terms and Conditions provide for the appointment of a joint representative, a Bondholder may be deprived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Issuer or the Guarantor. The Terms and Conditions provide for the appointment of a joint representative, the common proxy, by a qualified majority (in particular a three-quarters vote) resolution of the Bondholders. Thus, it is possible that a Bondholder may be deprived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Issuer or the Guarantor, such right passing to the common proxy who is then exclusively responsible to claim and enforce the rights of all Bondholders.

Risk of Non-payment

Like any other monetary debt, Bonds are exposed to the risk of non-payment. Under certain circumstances, the Issuer may be unable to pay interest on the Bonds, and the value for the Bondholders upon redemption may be lower than their initial investment, under certain circumstances, the Bonds could even be worthless. The Issuer's ability to pay interest on the Bonds or repay their nominal value depends in particular on the performance and solvency of the entities with whom it does business. If the Issuer's debtors (current or future) default on their debts, such fact might have a negative impact on its ability to meet its obligations under the Bonds in a due and timely manner.

Specific risks related to floating rate bonds

A Bondholder of a floating rate Bond is exposed to the risk of variation of interest rates, as well as of uncertain interest income. Floating interest rates do not ensure an anticipated determination of profit. The Bonds, the profit of which depends on the development of the reference rates, are sophisticated credit instruments.

Under certain conditions, the Calculation Agent may determine the Reference Rate and binding procedures or standards for making such determinations or adjustments to the Reference Rate will not be available to the Calculation Agent

In cases where the Calculation Agent is authorised by the Terms and Conditions to ascertain the value of any asset based on currently prevailing market practice (which may change significantly from time to time), no binding procedures, standards or internal regulations regarding such adjustments will be available to the Calculating Agent. Furthermore, if the relevant Reference Rate index ceases to exist, the Calculation Agent may select any bank operating in the Prague interbank market to quote interest rates for the sale of Czech crown interbank deposits. The Calculation Agent will not have any binding procedures, standards, internal regulations or precedents at its disposal when making such determination and any such decision will therefore be reached on an ad hoc basis pursuant to a case-specific analysis. Because not every event or development concerning the Reference Rate is foreseeable, any adjustments or determinations made to the Reference Rate performed by the Calculation Agent may (negatively) influence the Bond interest as anticipated by an otherwise experienced investor at the time of the investment.

The Security will not be granted directly to the Bondholders.

The Security that will secure the obligations of the Issuer under the Bonds and the obligations of the Guarantor will not be granted directly to the Bondholders but will be in connection with the issuance of the Bonds, granted only in favour of the Security Agent under the concept of the parallel debt as stated in the Terms and Conditions. In principle, only the Security Agent has the right to enforce the Security. As a consequence, Bondholders will not have direct Security Interests and will not be entitled to take enforcement action in respect of the Security.

The Bondholders' ability to recover under the Security securing the Bonds may be limited

The Security securing the Bonds will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections permitted under the conditions of the Issue and accepted by other creditors, if any, that have the benefit of first-priority security interests in the Security securing the Bonds from time to time, whether on or after the date the Bonds are first issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the Security as well as the ability of the Security Agent to enforce such Security. Furthermore, the first-priority ranking of security interests can be affected by a variety of factors, including, among others, the timely satisfaction of perfection requirements, statutory liens or re-characterization under the laws of certain jurisdictions.

The holders of obligations secured by the Security, if any, will be entitled to receive proceeds from realization of the Security to repay their obligations in addition to the Bondholders. We cannot assure you that, in the event of a sale or other disposition in connection with an enforcement action, the proceeds from the sale of all of the Security would be sufficient to satisfy the amounts outstanding under the Bonds and other obligations secured by the Security, if any. If the amount of proceeds recovered from such a sale or other disposition is less than the aggregate amount of the obligations secured by the Security, the Bondholders will not fully recover (if at all) under the Security and the Bondholders (to the extent not repaid from the proceeds of the sale of the Security) would have only an unsecured claim against the remaining assets, which will rank equal in priority to the unsecured claims with respect to any unsatisfied portion of the obligations owed by the Issuer and the Guarantor under their other unsecured senior indebtedness.

Under the Terms and Conditions, we are allowed to issue additional bonds other than the Bonds under this Issue and incur additional Indebtedness secured by first priority Security Interests, including the Security, so long as such Security Interests are securing Indebtedness permitted to be incurred by the covenants described in Clause 5 of the Terms and Conditions.

The value of the Security at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the Security may be illiquid and may have no readily ascertainable market value, and its value to other parties may be less than its value to the pledgors. The value of the assets pledged as Security for the Bonds may decline over time and could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future trends. In particular, some of the shares that comprise part of the Security are shares in our holding companies and may also have limited value in the event of bankruptcy, insolvency or

other similar proceedings in relation to any of our operating companies because all of the obligations of the relevant operating company must be satisfied prior to distribution to their respective equity holders. As a result, the creditors secured by a pledge of the shares of a holding company may not recover anything of value in the case of an enforcement sale.

Risk factors related to the Security Agent and its conduct

The Issuer cannot rule out that the Security Agent may be replaced. Although the Issuer acts with sufficient prudence in choosing the Security Agent, a new Security Agent may not have similar experience or reputation as the current Security Agent, and there may be a risk the Security Agent may not be able to sufficiently exercise and enforce monetary claims from the Bonds against the Issuer or the Security Provider, which may jeopardize satisfaction of the claims of the individual Bondholders.

The Security Agent is not obliged to act based on a decision of the Meeting if, in the opinion of the Security Agent, such decision of the Meeting is contrary to legal regulations or good morals. The Issuer cannot rule out that such failure to respect a decision of the Meeting, if the failure proves incorrect, may decrease or make impossible successful enforcement of the Security.

Risk factors related to fees for Security Agent

The Bonds will be secured by the Security in favour of the Security Agent under the concept of parallel debt as stated in the Terms and Conditions. In the case of enforcement of the Security, the enforcement proceeds shall be reduced by the Security Agent's fees of 0.75 % of the total amount of proceeds from the enforcement of the Security and any costs and expenses incurred by the Security Agent, or by any person appointed by the Security Agent (in each case in relation to the enforcement of the Security) capped at 2.75 % of the total amount of proceeds from the enforcement of the Security. Depending on the manner of realization of the Security, it may be necessary or expedient to appoint third parties, who may charge additional fees the amount of which will not be specified to investors, but will correspond to the regular market standard.

Specific compensation in relation to the Security Agent's actions

Each Bondholder will be obliged to reimburse (proportionally) the Security Agent for any cost, loss or liability incurred by it (otherwise than by reason of the Security Agent's gross negligence or wilful misconduct) when acting as Security Agent under, or exercising any authority conferred under or in connection with the Bonds, the Terms and Conditions or, any documents creating the Security (unless already reimbursed). Such reimbursement may have negative adverse effect on the Bondholders.

The Bondholders' rights may be adversely affected by the failure to perfect the Security

Applicable law requires that a security interest in certain assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. There can be no assurance that the Security Agent will monitor that the necessary action will be taken to properly perfect the Security. The Security Agent has no obligation to monitor perfection of the Security. Such failure may result in the loss of the Security or the priority of the security interest in favour of the Bonds against third parties.

Enforcement of the Security across multiple jurisdictions may be difficult.

The Security will be governed by the laws of multiple jurisdictions. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions. The rights under the Security will thus be subject to the laws of the respective jurisdiction, and it may be difficult to effectively enforce such rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi- jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors' rights. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions' law should apply and could

adversely affect the ability to enforce the Security and to realize any recovery under the Bonds and the Guarantee.

In addition, the concept of the parallel debt is not explicitly regulated by any of Czech, Polish or Turkish laws. Under the parallel debt the Issuer and the Guarantor undertake to pay to the Security Agent, as an independent and separate creditor, sums equal to any sums which the Issuer or the Guarantor owes to each Bondholder under the Bonds Documents. The Security Documents are entered into between the Issuer or the Security Provider and the Security Agent, who becomes the sole secured creditor. The Security Agent should be entitled to claim payments of any amount which the Issuer or the Guarantor owes to any Bondholder. The Bondholders will not have any own direct rights under the Security Documents and will not be able to individually enforce any of the Security or to exercise any rights, remedies, discretions or powers or to grant any consents or releases relating to the Security or otherwise have direct recourse to any of the Security. In addition, none of the Bondholders will be entitled to act individually to require the Security Agent to take any action or proceedings under or in relation to the Security.

Given that (i) the legal concept of a parallel debt governed by Czech law, whereby the Bondholders are not entitled to enforce obligations under the Security Documents individually has not been tested before Czech, Polish and Turkish courts; (ii) there is only a very limited experience of Polish and Turkish courts in decision making concerning taking and enforcing such security interests; (iii) Polish and Turkish courts have only very limited experience with interpreting certain provisions of the Terms and Conditions, the Issuer and the Guarantor cannot guarantee that a court decision will not negatively affect the definition of the secured claims of the Security Agent under the parallel debt concept and ultimately the extent to which the Bondholders would be satisfied from the proceeds of enforcement of the Security.

The Security concept based on the parallel debt and the fact that Polish and Turkish courts have never adjudicated permissibility of security in favour of the Security Agent included in the Terms and Conditions, the Issuer cannot exclude future court decisions that may potentially impair the Security.

Risk of an unforeseeable event

An unforeseeable event (natural disaster, terrorist attack) that causes disruptions in financial markets or a quick change in foreign exchange rates may affect the value of the Bonds. The negative impact of such events may decrease the return on the funds invested by the Issuer and the Guarantor, and thus jeopardize the ability of the Issuer or the Guarantor to repay all amounts owed under the Bonds. Also, the value of the Bonds and any proceeds from the Bonds may be affected by a global event (political, economic or other) occurring in a country other than the country in which the Bonds are issued and traded.

8. Risk Factors related to the Guarantee

Non-existence of application practice

The potential buyers or sellers of the Bonds should be aware that the securing of claims from bonds by a financial guarantee declaration has not been tested in Czech courts. There cannot be any assurance that the court adjudicating upon an action by the Bondholders against the Guarantor will acknowledge the claim from the Guarantee and, if it does, to what extent.

Cross-border enforcement of rights

The potential buyers or sellers of the Bonds should be aware that the proceedings on a claim from the Guarantee are to be held before the courts of the Czech Republic, but the Guarantor's assets are located also in third countries. In relation to any assets located outside the Czech Republic, the enforcement of decisions would have to be made in the relevant third countries and pursuant to their legal regulations.

Limitation of the volume of the Guarantee obligation

The potential buyers or sellers of the Bonds should be aware that in the Guarantee, the Guarantor has limited its Guarantee obligation to 130 per cent. of the total outstanding nominal value of all issued Bonds. If the value of the 'Bondholders claims exceeds this amount, the Guarantor will not be obliged to fully satisfy all the 'Bondholders claims, but, pursuant to the terms of the Guarantee, secured debts will be satisfied in the order following the dates on which the relevant written requests were delivered to the Guarantor. If the total maximum amount of the Guarantee is exceeded as a result of the satisfaction of the secured debts based on requests delivered on the same date, the secured debts exercised on the same date will be satisfied pro rata according to the nominal values of the Bonds in respect of which the Guarantee was exercised, so that the total value of the satisfied debts does not exceed the total maximum amount of the Guarantee. Secured debts that remain unsatisfied after the total maximum amount of the Guarantee is reached will not be discharged by the Guarantor.

Limitation of the term of the financial guarantee obligation

The potential buyers or sellers of the Bonds should be aware that, in the Financial Guarantee Declaration, the Guarantor has limited the term of validity of its financial guarantee obligation until 8 April 2022. If any Bondholders exercise their claims after this date, the Guarantor will not be obligated to satisfy the claims.

Risk of non-performance

The potential buyers or sellers of the Bonds should be aware that if the rights from the Guarantee are exercised, the Guarantor may not be able to repay all its debts to the Bondholders under the Guarantee.

INFORMATION INCORPORATED BY REFERENCE

The following information has been incorporated into this Prospectus by reference to the documents that are available on the Issuer's web page (www.privateequitymanagers.pl/mci-euroventures-1-0/#mci-vp-vi-ska) and the Guarantor's web page (www.mci.pl/en/investor-relation/financial-reports) under the links indicated below. For facilitation the respective names of the documents and the page numbers have been indicated in the table below.

Issuer

Information Document Pages

Audited IFRS financial statements of the 2013YE Financial Statement MCI Venture 3-22 Issuer for the year ended 31 December Projects VI Sp. z o.o. VI SKA

2013 The auditor's opinion on financial 2013YE Financial Statement MCI Venture 1-2 statements of the Issuer for the year ended Projects VI Sp. z o.o. VI SKA 31 December 2013 Audited IFRS financial statements of the 2014YE Financial Statement MCI Venture 3-25 Issuer for the year ended 31 December Projects VI Sp. z o.o. VI SKA

2014 The auditor's opinion on financial 2014YE Financial Statement MCI Venture 1-2 statements of the Issuer for the year ended Projects VI Sp. z o.o. VI SKA 31 December 2014

Web link to documents: http://www.privateequitymanagers.pl/wp- content/uploads/2016/02/2013YE_Financial_Statement_MCI_Venture_Projects_VI_Sp_z_o_o_VI_SKA1.p df http://www.privateequitymanagers.pl/wp- content/uploads/2016/02/2014YE_Financial_Statement_MCI_Venture_Projects_VI_Sp_z_o_o_VI_SKA1.p df

Guarantor

(a) Consolidated Financial Statements:

Information Document Pages

Audited IFRS consolidated financial 2013YE Consolidated Financial Statement 5-43 statements of the Guarantor for the year MCI Management S.A. ended 31 December 2013 The auditor's opinion on consolidated 2013YE Consolidated Financial Statement 1-4 financial statements of the Guarantor for MCI Management S.A. the year ended 31 December 2013 Audited IFRS consolidated financial 2014YE Consolidated Financial Statement 16-69 statements of the Guarantor for the year MCI Management S.A. ended 31 December 2014

Information Document Pages

The auditor's opinion on consolidated 2014YE Consolidated Financial Statement 1-15 financial statements of the Guarantor for MCI Management S.A. the year ended 31 December 2014 Web links to documents: http://mci.pl/content/uploads/2015/09/2013yeconsolidatedfinancialstatementmci1.pdf http://mci.pl/content/uploads/2015/09/2014yeconsolidatedfinancialstatementmci1.pdf

(b) Standalone Financial Statements:

Information Document Pages

Audited IFRS financial statements of the 2013YE Financial Statement MCI 21-54 Guarantor for the year ended 31 December Management S.A. 2013 The auditor's opinion on financial 2013YE Financial Statement MCI 1-4 statements of the Guarantor for the year Management S.A. ended 31 December 2013 Audited IFRS financial statements of the 2014YE Financial Statement MCI 23-62 Guarantor for the year ended 31 December Management S.A. 2014 The auditor's opinion on financial 2014YE Financial Statement MCI 1-13 statements of the Guarantor for the year Management S.A. ended 31 December 2014 Audited IFRS financial statements of the 2015YE Financial Statement MCI 14-64 Guarantor for the year ended 31 December Management S.A. 2015 The auditor's opinion on financial 2015YE Financial Statement MCI 1-13 statements of the Guarantor for the year Management S.A. ended 31 December 2015 Web links to documents: http://mci.pl/content/uploads/2015/09/2013ye-financial-statement-mci-management-sa1.pdf http://mci.pl/content/uploads/2015/09/2014ye-financial-statement-mci-management-sa1.pdf http://mci.pl/content/uploads/2015/09/2015ye-financial-statement-mci-capital-sa.pdf

Security Provider

Information Document Pages

Audited financial statements and auditor's 2013YE Financial Statement ALFANOR 3-9 opinion on financial statements of the 13131 AS

Security Provider for the year ended 31 December 2013 The auditor's opinion on financial 2013YE Financial Statement ALFANOR 1-2 statements of the Security Provider for the 13131 AS

Information Document Pages year ended 31 December 2013

Audited financial statements and auditor's 2014YE Financial Statement ALFANOR 3-10 opinion on financial statements of the 13131 AS

Security Provider for the year ended 31 December 2014 The auditor's opinion on financial 2014YE Financial Statement ALFANOR 1-2 statements of the Security Provider for the 13131 AS year ended 31 December 2013

Web link to documents: http://www.privateequitymanagers.pl/wp- content/uploads/2016/02/2013YE_Financial_Statement_ALFANOR_13131_AS.pdf http://www.privateequitymanagers.pl/wp- content/uploads/2016/02/2014YE_Financial_Statement_ALFANOR_13131_AS.pdf

TERMS AND CONDITIONS OF THE BONDS

The Bonds issued by MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna, a limited joint-stock partnership incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000485654 (the Issuer), in the anticipated total nominal value of up to CZK 351,000,000 (in words: three hundred and fifty one million Czech crowns), bearing floating interest rate, due in 2021 (the Issue and individual Bonds within the Issue as the Bonds), are governed by these Terms and Conditions of the Bonds (the Terms and Conditions) and by Act No. 190/2004 Coll., on Bonds, as amended (the Bonds Act).

Liabilities under the Bonds will be unconditionally and irrevocably secured by a financial guarantee (the Guarantee) issued by MCI Capital S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000004542 (the Guarantor), by pledge over shares in ABC Data S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (03-230), at ul. Daniszewska 14, Poland (ABC Data), listed on the Warsaw Stock Exchange, ISIN: PLABCDT00014, Bloomberg ticker: ABC PW, which are held by the Issuer (the Initial Polish Pledged Shares) and pledge over shares in Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş., a joint-stock company incorporated under the laws of Turkey, with its registered office at Merkez Mah. Erseven Sok. No: 8, 34406 Kağıthane / Istanbul, Turkey (Indeks), listed on the Istanbul Stock Exchange, ISIN: TREINDX00019, Bloomberg ticker: INDES TI, which are held by Alfanor 13131 AS, a private limited liability company, incorporated under the laws of Norway, with its registered office at c/o CorpNordic Norway AS, Bryggetorget 1, 0250 Oslo, Norway (the Security Provider and the Initial Turkish Pledged Shares, the Initial Turkish Pledged Shares together with the Initial Polish Pledged Shares as the Initial Pledged Shares). The Security (as defined in the Prospectus) will be created in favour of the Security Agent (as defined in the Prospectus) under the concept of the parallel debt as specified in Clause 4.4 of the Terms and Conditions.

The Issue was approved by a resolution of the Guarantor's Supervisory Board dated 24 September 2015 and approved by a decision of the Guarantor's Management Board dated 10 March 2016. The Issuer's General Meeting approved the Bonds on 14 December 2015.

The ISIN of the Bonds allocated by the Central Depository (as this term is defined in Article 1.3 below) is CZ0000000708. The title of the Bonds is MCI VAR/21.

Services of the fiscal and paying agent related to the interest payments and the Bonds redemption will be provided by Česká spořitelna, a.s., with its registered office in Prague 4, Olbrachtova 1929/62, Postal Code 140 00, identification number: 452 44 782, registered with the Commercial Register kept by the Municipal Court in Prague, Section B, Insert No. 1171 (the Fiscal and Paying Agent). The relationship between the Issuer and the Fiscal and Paying Agent in connection with the performance of payment services in favour of the Bondholders (as this term is defined below) and some other administrative acts related to the Issue is governed by an agreement entered into between the Issuer and the Fiscal and Paying Agent (the Agency Agreement). A counterpart of the Agency Agreement is available for inspection to the Bondholders during regular business hours at the Specified Office of the Fiscal and Paying Agent defined and set out in Article 12.1(a) of these Terms and Conditions.

Services of the security agent in connection with the Security will be provided by Česká spořitelna, a.s. (the Security Agent) under the terms of the Agency Agreement.

Services of the calculation agent in connection with the Bonds will be provided to the Issuer by Česká spořitelna, a.s. (the Calculation Agent) under the terms of the Agency Agreement.

Services of the listing agent related to the listing of the Bonds comprising the Issue on the regulated market of the Prague Stock Exchange, as such term is defined below, will be provided by Česká spořitelna, a.s (the Listing Agent) under the terms of the Agency Agreement.

1. General Characteristics of the Bonds

1.1 Form, Nominal Value, Anticipated Volume of the Issue

The Bonds are issued as book-entered securities in bearer form. The nominal value of each Bond is CZK 3,000,000 (in words: three million Czech crowns). The anticipated total nominal value of the Issue is up to CZK 351,000,000 (in words: three hundred and fifty one million Czech crowns). In accordance with the Bonds Act the Issuer is entitled to issue the Bonds in a lower total nominal value than the anticipated total nominal value. The Issuer is entitled to issue the Bonds in a higher total nominal value which, however, shall not exceed CZK 699,000,000 (in words: six hundred and ninety-nine million Czech crowns). Further details are set out in clause 2.1. All Bonds will be admitted to listing on the regulated market (in Czech: Regulovaný trh) of Burza cenných papírů Praha, a.s. (the Prague Stock Exchange or the PSE).

1.2 Detachment of the Right to Interest; Pre-emptive and Exchange Rights

There will be no detachment of the right to receive interest payable on the Bonds. No pre-emptive or exchange rights are attached to the Bonds.

1.3 Bondholders

For the purpose of these Terms and Conditions, the Bondholder means a person on whose holder's account kept by the Central Depository or in follow-up records relating to the central registry for securities the Bond is recorded.

Central Depository means Centrální depozitář cenných papírů, a.s., a company with its registered office in Prague 1, Rybná 14, Postal Code: 110 05, identification number: 250 81 489, registered with the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert No. 4308.

Unless the Issuer is informed in a credible manner about facts proving that the Bondholder is not the owner of the relevant book-entered securities, the Issuer and the Fiscal and Paying Agent will consider as the Bondholder in accordance with these Terms and Conditions authorised to receive the payments in connection with the Bonds a person stated in the extract from the issue registry (in Czech: evidence emise) of the Bonds (the Issue Registry) provided by the Central Depositary or generated by the Fiscal and Paying Agent independently (the Extract from the Issue Registry). Persons who are the Bondholders and who are not registered for any reason in the relevant records of holders of book-entered securities will be obliged to promptly notify the Issuer and the Fiscal and Paying Agent of such fact and of their acquisition title to the Bonds.

1.4 Transfer of the Bonds

The transfer of the Bonds will be effective upon the registration thereof in the holder's account maintained by the Central Depository in accordance with the rules and regulations of the Central Depository and under applicable laws. In case of the Bonds recorded in the clients' (nominee) account in the Central Depository, the transfer of the Bonds will be effective (i) upon the registration of such transfer in the clients' account in accordance with the rules and regulations of the Central Depository and under applicable laws, whereas the client account owner is obliged to promptly register such transfer in the holder's account as of the moment of registration thereof in the clients' account, or (ii) in case of any transfer between the Bondholders within one clients' account, upon the registration of such transfer in the holder's account in follow-up records relating to the central registry for securities.

1.5 Rating

Neither the Issuer's nor the Guarantor's financial standing (rating) has been assessed.

No separate financial rating of the Issue has been assigned and, therefore, the Issue does not have a separate rating.

1.6 Certain Other Obligations of the Issuer

The Issuer undertakes to pay interest on and repay the nominal value of the Bonds in the manner and at the place set out in these Terms and Conditions.

2. Volume of the Issue, Issue Price, Subscription Period, Method of Bond Issue

2.1 Issue Date, Subscription Period

The issue date of the Bonds is scheduled on 8 April 2016 (the Issue Date). The Bonds may be issued (i) in a single series on the Issue Date or (ii) in tranches during the subscription period ending one year after the Issue Date (the Issue Period). The Issuer is entitled to issue the Bonds on the Issue Date or during the Issue Period in a volume higher than the anticipated Bond Issue volume. If the Issuer decides on the Bond Issue in a volume higher than the anticipated Bond Issue volume, total nominal value of all issued Bonds may not exceed CZK 699,000,000 (in words: six hundred and ninety-nine million Czech crowns). All Bonds will be admitted to listing on the Prague Stock Exchange.

Without undue delay after the expiry of the Issue Period, the Issuer will notify the Bondholders, in the same manner as used for publication of these Terms and Conditions, of the total nominal value of all issued Bonds comprising the Issue.

2.2 Issue Price

The issue price of any Bonds issued on the Issue Date will be set between 98 per cent. of nominal value as the minimum issue price and 102 per cent. of nominal value as the maximum issue price.

The issue price of any Bonds issued on the Issue Date will be published on the Issuer's website: http://www.privateequitymanagers.pl by selecting the following sections: “FUNDS MANAGED”- ”MCI.EUROVENTURES 1.0”-“MCI Venture Projects Sp. z o.o. VI S.K.A.” not later than one day before the Issue Date.

The issue price of any Bonds issued after the Issue Date will be determined by the Issuer taking into account the current market conditions. Where relevant, a corresponding accrued interest will be added to the amount of the issue price for any Bonds issued after the Issue Date.

2.3 Method and Place of the Bonds Subscription

The Bonds will be offered for purchase by the lead manager of the Issue, Česká spořitelna, a.s. (the Lead Manager), to professional customers (within the meaning of Section 2a(1) of the Act No. 256/2004 Coll., the Capital Market Act, as amended) in the Czech Republic or outside of the Czech Republic in accordance with applicable laws.

On a relevant settlement date agreed to in the subscription agreement to purchase the Bonds (the Subscription Agreement), the Bonds will be allocated to the Lead Manager against payment of the issue price by crediting the issue price into a respective bank account of the Issuer notified by the Issuer to the Lead Manager for this purpose. The Bonds will be resold on the same day by the Lead Manager to the investors.

3. Status of the Bonds and Guarantee

The Bonds (and all payment obligations of the Issuer vis-à-vis the Bondholders under the Bonds) constitute direct, unconditional and unsubordinated obligations of the Issuer, to be secured by i) a Guarantor's guarantee in favour of each Bondholder and ii) by the Security in favour of the Security Agent under the concept of the parallel debt as specified in Clause 4.4 of the Terms and Conditions, which are and will rank pari passu among themselves and at least pari passu with any present and future direct, unconditional, secured and unsubordinated obligations of the Issuer with the exception of such liabilities treated preferentially under applicable mandatory laws.

The Guarantor has unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Bonds up to the amount equal to 130 per cent. of the total outstanding nominal value of all issued Bonds. This Guarantee constitutes direct, unconditional and unsubordinated obligation of the Guarantor which will at all times rank at least pari passu with any present and future unsecured obligations of the Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

4. Security

4.1 Basic Security Mechanics

The Issuer and the Security Provider undertake to ensure that before the Issue Date the total of the Initial Polish Pledged Shares subject to the Initial Polish Pledge Agreement will be at least 6 million shares and the total of the Initial Turkish Pledged Shares subject to the Initial Turkish Pledge agreement will be at least 5 million shares.

The Issuer undertakes to the Bondholders and the Security Agent that it will, and that the Issuer will procure that the Security Provider will, register in the relevant registers or take any other steps necessary for perfection of the pledge over the Initial Polish Pledged Shares and the Initial Turkish Pledged Shares so that the pledge over the Initial Polish Pledged Shares and the pledge over the Initial Turkish Pledged Shares is duly registered or otherwise created and perfected within no later than 20 Business Days following the Issue Date.

The Security Agent will determine and test the market value of the Security regularly on a quarterly basis until the Bonds' maturity date, starting on the date falling 3 (three) months following the Issue Date (the Testing Date). If such date is not a Business Day, the testing will occur on the first Business Day following the Testing Date. In determining and testing the market value of the Security, the Security Agent will take into account the officially published daily closing prices of the Security published on the Bloomberg screen on each of the 20 Business Days immediately preceding the relevant Testing Date. The market values so established will be converted into Czech crowns (CZK) using the daily foreign exchange rates for Czech crowns (CZK) officially published by the Czech National Bank on each of the 20 Business Days immediately preceding the relevant Testing Date. The exact formula for the testing of the market value of the Security is:

∑20 (푃 ∗ 퐴 ) ∑20 (푇 ∗ 퐵 ) 푀푎푟푘푒푡 푣푎푙푢푒 표푓 푡ℎ푒 푆푒푐푢푟𝑖푡푦 = 푁 ∗ 푖=1 푖 푖 + 푀 ∗ 푖=1 푖 푖 + 푀푉퐴 20 20 Where: N… number of the Polish Pledged Shares (as such term is defined below) M… number of the Turkish Pledged Shares (as such term is defined below)

Pi… closing prices of the Polish Pledged Shares on day i

Ti… closing prices of of the Turkish Pledged Shares on day i

Ai… PLN/CZK exchange rate on day i

Bi… TRY/CZK exchange rate on day i MVA… market value of the Additional Share Security1

The Issuer is obliged to top up the Security in favour of the Security Agent, and the Guarantor undertakes that any MCI Group company, MCI.EV or any MCI.EV Subsidiary will top up the Security in favour of the Security Agent, by virtue of creating and perfecting pledges over shares in ABC Data unencumbered in any way (the Additional Polish Pledged Shares, together with the Initial Polish Pledged Shares as the Polish Pledged Shares) or additional shares in Indeks unencumbered in any way (the Additional Turkish Pledged Shares, together with the Initial Turkish Pledged Shares as the Turkish Pledged Shares) (the Additional Turkish Pledged Shares, together with the Additional Polish Pledged Shares as the Additional Pledged Shares and the Initial Pledged Shares and the Additional Pledged Shares together as the Pledged Shares), provided that the market value of the Security as tested by the Security Agent, drops to or below 100% of the outstanding nominal value of the Bonds (the Trigger Event). The top-up of the Security must result in bringing the total market value of the Security to at least 115% of the outstanding nominal value of the Bonds (the Security Limit). The market value of the Security for the purposes of testing by the Security Agent does not include (a) any shares in Indeks which have been provided as the Security in favour of the Security Agent and which are traded neither on the Istanbul Stock Exchange nor on any European regulated market, (b) any shares in ABC Data which have been provided as the Security in favour of the Security Agent and which are traded neither on the Warsaw Stock Exchange nor on any other European regulated market or (c) any shares, other than shares in ABC Data or shares in Indeks, which have been provided as the Security in favour of the Security Agent and which are not traded on any European regulated market.

If neither the Issuer, the Security Provider, the Guarantor, any MCI Group company, MCI.EV nor any MCI.EV Subsidiary meets the Security Limit as set out above:

(a) either the Issuer will reduce the outstanding nominal value of each Bond (without the need for the consent of the Bondholders) by the relevant Write Down Amount (as defined bellow) which would bring the unpaid Bonds to meet the Security Limit (such reduction, a Write Down and a Written Down); or

(b) the Issuer and the Guarantor undertake that any other MCI Group company, MCI.EV or any MCI.EV Subsidiary will create pledge over shares in any company listed on a European regulated market (the Additional Share Security, and together with the Pledged Shares the Security) to meet the Security Limit.

Provided that the Issuer will choose the Write Down mechanism to meet the Security Limit, the Issuer shall, as soon as reasonably practicable following the relevant Testing Date, and in any event in no more than 3 Business Days following such Testing Date, give notice (which notice shall be irrevocable) to the Bondholders (the Write Down Notice) in accordance with clause 14 (Notices) and to the Fiscal and Paying Agent stating:

(i) that the Trigger Event has occurred;

(ii) the date on which the Write Down will take effect, which shall not occur later than thirty-five (35) Business Days following such Testing Date (the Write Down Date); and

(iii) the amount (expressed per outstanding nominal value of each Bond or as a percentage) by which then outstanding nominal value of each Bond is to be Written Down on the Write Down Date determined by the Issuer to be necessary to meet the Security Limit (the Write Down Amount).

A Write Down may occur on one or more occasions and accordingly the Bonds may be Written Down on one or more occasions. Any such Write Down shall not constitute a default by the Issuer under the Bonds.

1 Market value of the Additional Share Security will be calculated using the same methodology as for the market value of the Polish Pledged Shares and the Turkish Pledged Shares. If the Additional Share Security is not established, market value of the Additional Share Security will be assumed to be zero.

The obligation of the Issuer to top up the Security or an event set out in paragraph (b) above must occur by thirty-five (35) Business Days following the Testing Date on which the Security Limit has not been met (by expiration of this time period the topped-up Security must be perfected). If the Security Limit amounts to at least 150% of the outstanding nominal value of the Bonds as calculated by the Security Agent on any Testing Date, the Security Agent is obliged to waive the right of pledge over such part of the Security to bring down the Security Limit as close as possible to 115% of the outstanding nominal value of the Bonds.

Clause 8 (Payment Terms) will apply with the necessary modifications for the payment of the Write Down Amount to the Bondholders in accordance with this Clause 4.1.

4.2 Security of the Bonds in favour of the Security Agent

The payment of the Security 'Agent claim (as such term is defined below) corresponding to all the receivables of the Bondholders owed by the Issuer under or in connection with the Bonds will be secured by the Security in favour of the Security Agent under the concept of the parallel debt as specified in Clause 4.4 (Parallel debt).

The Bondholders will be represented by the Security Agent for the purposes of establishment, perfection, administration and potential enforcement of the Security. A "parallel debt" obligation will be created in respect of the payment obligations of the Issuer vis-á-vis the Bondholders under, or in connection with, the Bonds (more details on the parallel debt obligation and the parallel debt are provided in clause 4.4 (Parallel debt) of these Terms and Conditions).

Each Bondholder shall supply the Security Agent with any information that the Security Agent may reasonably specify as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.

Material documents relating to the Security, including the contractual documentation under which the Security will be established, will be accessible at the registered office of the Issuer during regular business hours.

4.3 Position of the Security Agent

The Security Agent shall act with professional care and in compliance with the interests of the Bondholders and shall be bound by the instructions validly given to it by the Meeting (as defined below) unless, in the opinion of the Security Agent, such decision of the Meeting is contrary to legal regulations or good morals. For the avoidance of doubt, Section 1868(1) of the Act No. 89/2012 Coll., the Civil Code, as amended (the Civil Code),and related provisions, in particular Section 1126 et seq. of the Civil Code will not apply to the activities of the Security Agent and the Security Agent will not carry out its activities within the meaning of Section 2010(2) of the Civil Code. If the Security Agent ceases to exist without a legal successor or if the Security Agent is not in a position to carry out its core business activity (for reasons of cancellation of the relevant regulatory licenses or insolvency etc.) or in the case of a material breach of the obligations of the Security Agent, the Issuer shall without undue delay appoint another person duly authorised to perform the services of a Security Agent (the Replacement Security Agent), provided such change will not affect the Bondholders' rights and will be approved by at least 75 per cent. of the Bondholders, or Persons Authorised to Attend the Meeting, present at the Meeting (the Relevant Instructing Group). Upon request of the Replacement Security Agent, the Issuer shall without undue delay enter into the new security documents concerning the Security with the Replacement Security Agent which will be in all material aspects in the form and substance similar to the security documents concerning the Security entered into between the Issuer and the Security Agent. The Security Agent shall provide cooperation necessary for its substitution by the Replacement Security Agent to the Issuer and the Replacement Security Agent. The Issuer shall notify to the Bondholders without undue delay and in compliance with these Terms and Conditions that the new security documents concerning the Security have been entered into with the Replacement Security Agent. The Issuer is obliged to perfect the Security under the security documents entered into with the Replacement Security

Agent in the same time periods which have applied for perfection of the Security under the security documents entered into with the Security Agent.

4.4 Parallel Debt

(a) Parallel debt provisions

(i) Each of the Bondholders authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Bonds Documents (as such term is defined below) together with any other incidental rights, powers, authorities and discretions.

(A) The Security Agent will be the sole secured creditor in respect of the Security governed by the laws of Poland or Turkey; or

(B) in any other jurisdiction in which the Security may be taken until the full repayment of the Bonds,

and which secures any claim of the Security Agent under Clause 4.4(b) (Parallel debt).

(ii) Each Bondholder agrees that the Security Agent also acts as the Issuer's representative in its roles as the Fiscal and Paying Agent, the Listing Agent and the Calculation Agent and agrees not to terminate its authorisation to act as the Security Agent exclusively for this reason.

(iii) The Security Agent will agree to its appointment to act as the Security Agent in connection with the Bonds Documents in the Agency Agreement which may include further details as to its rights and obligations.

(b) Parallel debt

The Issuer and the Guarantor (each the Obligor and jointly referred to as the Obligors) hereby agree and undertake to pay to the Security Agent, as an independent and separate creditor an amount (the Parallel Obligations or the Security Agent Claim) equal to, and in the currency of, any sums which an Obligor owes to each Bondholder under or in connection with the Bonds, the Terms and Conditions, any documents creating the Security (the Security Documents), and the Guarantee (the Bonds Documents), including, for the purpose of the Security Documents and the Guarantee, any amount which an Obligor owes to each Bondholder as a result of a party rescinding a Bonds Document or as a result of the invalidity, illegality or unenforceability of a Bonds Document (the Original Obligations or the Bondholders Claim).

The right of the Security Agent to demand payment of the Security Agent Claim is independent and several from the rights of the Bondholders to demand payment of the Bondholders Claim, provided that discharge or any other termination of a 'Bondholders Claim will discharge or in any other way terminate the Security Agent Claim in the same amount and vice versa discharge or any other termination of a Security Agent Claim will discharge or in any other way terminate the 'Bondholders Claim in the same amount. The aggregate amount of the Security Agent Claim will never exceed the aggregate amount of the Bondholders Claim.

All Security Agent Claims are owed to the Security Agent in its own name on behalf of the Security Agent and not as agent or representative of any other person nor as trustee and all property subject to the Security shall secure the Security Agent Claim so owing to the Security Agent in its capacity of creditor of the Security Agent Claim. The Security Agent may enforce performance of any Security Agent Claim in its own name as an independent and separate right (including, without limitation, any

suit, execution, enforcement of the Security and applications for and voting in respect of any kind of insolvency proceedings).

Each Obligor irrevocably and unconditionally waives any right it may have to require a Bondholder to join in any proceedings as co-claimant with the Security Agent in respect of the Security Agent Claim or its part.

(i) The Security Agent shall:

(A) subject to paragraphs (iv) and (v) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Relevant Instructing Group; and

(B) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (A) above.

(ii) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Relevant Instructing Group as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.

(iii) Any instructions given to the Security Agent by the Relevant Instructing Group shall override any conflicting instructions given by any Bondholder and will be binding on all the Bondholders.

(iv) Paragraph (i) above shall not apply:

(A) where a contrary indication appears in these Terms and Conditions;

(B) where these Terms and Conditions require the Security Agent to act in a specified manner or to take a specified action; or

(C) in respect of any provision which protects the Security Agent's own position in its personal or other capacity as opposed to its role of the Security Agent.

(v) In exercising any discretion to exercise a right, power or authority under the Bond Documents where either:

(A) it has not received any instructions as to the exercise of that discretion; or

(B) the exercise of that discretion is subject to paragraph (c)(iv) above,

the Security Agent shall do so having regard to the interests of all the Bondholders.

The Security Agent may refrain from acting in accordance with any instructions of the Relevant Instructing Group until it has received in its discretion any indemnification and/or security for any cost, loss or liability (together with any applicable VAT) that it may incur in complying with those instructions.

Without prejudice to the provisions of Clause 4.4(d) (Enforcement of Security) and the remainder of this Clause 4.4(c), in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.

Each Obligor acknowledges that the Issuer is not obliged to verify or examine whether the Security Agent exercises or refrains from exercising in a manner set out in the relevant instruction given to it by the Relevant Instructing Group or whether the relevant instruction was given to it by the Relevant Instructing Group properly.

Each Obligor irrevocably and unconditionally waives any claims it may have against the Security Agent in connection with the fact that the Security Agent exercised or refrained from exercising in a manner different than set out in the relevant instruction given to it by the Relevant Instructing Group or the Security Agent exercised or refrained from exercising in the situation where the relevant instruction has not been given to it by the Relevant Instructing Group properly.

(d) Enforcement of Security and other resolutions

The Bondholders will not have any own direct rights under the Security Documents and will not be able to exercise any independent power to enforce any of the Security or to exercise any rights, remedies, discretions or powers or to grant any consents or releases relating to the Security or otherwise have direct recourse to any of the Security. In addition, none of the Bondholders will be entitled to act individually to require the Security Agent to take any action or proceedings under or in relation to the Security.

In the case of an Event of Default, the Security Agent will in its own full discretion, whilst acting in good faith and in the best interests of the Bondholders, choose a suitable method of enforcement or other action available under applicable laws in respect of the Security. Prior to the Security Agent commencing enforcement or taking any other action in respect of all or part of the Security, the Security Agent must request the Issuer to convene the Meeting under Clause 13.1(b)(iv) of these Terms and Conditions. The Meeting will decide whether the Security Agent shall commence enforcement of the Security or take any other action in respect of the Security (the Enforcement Decision). The Enforcement Decision must be passed by the Relevant Instructing Group (such decision a decision of the Relevant Instructing Group), and shall include the method of enforcement of the Security in accordance with applicable laws. The Enforcement Decision is binding upon the Security Agent and all Bondholders.

The Security Agent shall inform the Bondholders on the status of the enforcement of the Security and provide them with the copies of all material documents related to such enforcement in accordance with the rules set out in the Enforcement Decision.

Unless the Security Agent fails to enforce a Security Agent Claim within a reasonable time after its due date, the Bondholders may not take any action to enforce the corresponding Bondholders Claim unless requested to do so by the Security Agent. Each Bondholder must, at the request of the Security Agent, perform any act required in connection with the enforcement of any part of the Security Agent Claim. This includes joining in any proceedings as co-claimant with the Security Agent.

If the Security Agent returns to any Obligor, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to the Bondholder, that Bondholder must repay an amount equal to that recovery to the Security Agent.

(e) Application of proceeds

The Security Agent will agree and undertake in the Agency Agreement to pay to the Bondholders any proceeds, resulting from the enforcement of the Security, recovered as the Security Agent Claim or which have otherwise been recovered by the Security Agent in connection with the Bonds Documents. Such proceeds shall be applied in the following order:

(i) first, in or towards discharging pro rata all fees of the Security Agent in the amount of 0.75 per cent. of the total amount of proceeds from the enforcement of the Security and any costs and expenses incurred by the Security Agent, or by any person appointed by the Security Agent, in each case in relation to the enforcement of the Security, capped at 2.75 per cent. of

the total amount of proceeds from the enforcement of the Security, unless such costs and expenses have been otherwise recovered by the Security Agent or any other person acting on its behalf;

(ii) second, on a pro rata basis (A) in or towards payment of any principal and accrued interest due but unpaid under the relevant Bonds Documents or Bonds and owed to any Bondholder and (B) in setting aside the aggregate amount of the sums (including accrued interest due but unpaid) that may become payable in the future under the relevant Bonds Documents or the Bonds in connection with any of the claims of the Bondholders the exact amount of which cannot be finally determined and which may not be covered by future recoveries, as notified by the Bondholders to the Security Agent in writing;

(iii) third, in or towards payment pro rata of any other amount due but unpaid under any obligation secured by the Security and owed to any Bondholder;

(iv) fourth, in payment to any other person if and to the extent the Security Agent having received proceeds from the relevant Security is obliged by law to make such payment in priority to any security provider; and

(v) fifth, in payment to the relevant security provider.

The Security Agent will calculate the shares of each Bondholder in the proceeds to be distributed in the order above and notify the Bondholders of such shares and the corresponding amounts.

(f) Release of Security and Guarantees

After Enforcement Decision

Upon the occurrence of an Enforcement Decision, the Security Agent has the power to release Security Interest over an asset which is the subject of any Security if:

(i) the Security Agent (acting on the instructions or with the consent of the Relevant Instructing Group) sells or otherwise disposes of such asset;

(ii) the relevant security provider concerned sells or otherwise disposes of such asset at the request of the Security Agent (acting on the instructions or with the consent of the Relevant Instructing Group); or

(iii) a receiver sells or otherwise disposes of such asset with the consent of the Security Agent (acting on the instructions or with the consent of the Relevant Instructing Group), provided the proceeds from such sale or disposal are to be applied in the manner as described above (see above Application of Proceeds).

(g) Specific Compensation

Each Bondholder shall (to the extent to which the liabilities due to it bear to the aggregate of the liabilities due to all the Bondholders for the time being (or, if the liabilities due to the Bondholders are zero, immediately prior to their being reduced to zero)), reimburse the Security Agent, within three Business Days of demand, for any cost, loss or liability incurred by it (otherwise than by reason of the Security Agent's gross negligence or wilful misconduct) when acting as Security Agent under, or excercising any authority conferred under, the Terms and Conditions or the Security Documents (unless the relevant Security Agent has been reimbursed by the Issuer, the Guarantor or the Security Provider pursuant to the Terms and Conditions or a Security Document).

5. Negative Pledge and other Covenants

5.1 Negative Pledge

So long as any payment obligations under or in connection with the Bonds remain outstanding, neither the Issuer nor the Guarantor will, and the Issuer and the Guarantor undertake that nor their Subsidiary will, create or permit to subsist any Security Interest (as defined in Article 16 of these Terms and Conditions) over any of its assets (other than assets subject to the Security) to secure any Relevant Debt (as defined in Article 16 of these Terms and Conditions) unless:

(a) the Issuer's and Guarantor's obligations under the Bonds Documents will remain to be secured in accordance with these Terms and Conditions and shall continue to rank either pari passu or senior with such Relevant Debt, or

(b) otherwise as approved by the meeting of the Bondholders in accordance with Article 13 of these Terms and Conditions.

If the conditions set out in (a) or (b) above are fulfilled, any new Security Interest may be created by the abovementioned entities freely, without any consent of the Bondholders (or the meeting of Bondholders) and with no obligation of the Issuer, the Guarantor or any MCI Group company to provide any additional security of the Bonds and shall not constitute a breach of any obligations relating to the Bonds.

For the purposes of this section:

(i) obligations under the Bonds shall continue to “rank pari passu or senior” with the Relevant Debt if the obligations arising from the Bonds are not subordinated to the Relevant Debt, by contract or otherwise and,

(ii) the obligations arising from the Bonds shall be considered subordinated to the Relevant Debt if by contract or otherwise the obligations arising from the Bonds cannot be repaid in full until the obligations arising from the Relevant Debt are repaid in full.

For avoidance of any doubts, any Security Interest may be created to secure any Relevant Debt with a maturity date falling before the Final Redemption Date.

5.2 Limitation on Indebtedness

Neither the Issuer nor the Guarantor will, and each of the Issuer and the Guarantor undertakes that none of its Subsidiaries will, incur, assume guarantee for, or otherwise become liable for any Indebtedness unless:

(a) the ratio of the Indebtedness to the Assets Value (as defined in Article 16 of these Terms and Conditions) for the Guarantor's most recently ended full fiscal quarter for which there are available financial statements that immediately precede the date on which such additional Indebtedness is incurred, after reflecting the Indebtedness on a pro forma basis, does not exceeded 50% at the date of such incurrence (if the Guarantor is not obliged to prepare consolidated financial statements according to IFRS, then the Guarantor's standalone financial statements will be used); and

(b) there is no Event of Default and no Event of Default may occur as a result of such Indebtedness.

5.3 Limitation on Mergers

Neither the Issuer nor the Guarantor will, and each of the Issuer and the Guarantor undertake that nor their Subsidiaries will, enter into any amalgamation, demerger, merger or corporate reorganisation (the Merger) unless (i) at the time of such Merger, the ratio of the Indebtedness to Assets Value will not exceed 50%, (ii) there is no Event of Default and no Event of Default may occur as a result of such Merger and (iii) the

successor company is incorporated in the EEA, Switzerland, Canada or the U.S.A. In addition, in the case of the Merger involving the Issuer or the Guarantor, the surviving entity has to assume all outstanding obligations arising from and in connection with the Bonds Documents.

5.4 Limitation on Distribution Payments

Neither the Issuer nor the Guarantor may propose to declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution), whether in cash or in kind, in respect of its share capital (the Distribution) unless (i) at the time of such Distribution, Indebtedness to Assets Value will not exceed 60% and (ii) there is no Event of Default and no Event of Default may occur as a result of such Distribution.

5.5 Reporting of the Guarantor

If the Guarantor's shares cease to be listed on a European regulated market, it will continue to provide the information to the Bondholders to the same extent and at the same times as required by the rules of the European regulated market on which the Guarantor's shares ceased to be listed.

6. Interest

6.1 Method of Interest Calculation, Interest Period

The Bonds will bear the floating interest rate equal to (i) the Reference Rate (see definition below in this Article 6.1) valid for the relevant Interest Period (see definition below in this Article 6.1) and determined by the Calculation Agent on the Reference Rate Determination Date (see definition below in this Article 6.1) plus (ii) the margin of 3.8 per cent. p.a. The interest will be paid semi-annually in arrears, on 8 April and 8 October (the Interest Payment Dates). The first Interest Payment Date will be 8 October 2016.

Reference Rate means 6M PRIBOR; 6M PRIBOR means the interest rate in per cent. p.a. offered for the Czech crown that is quoted in "Reuters Screen Service" PRBO page (or any other official source where such rate will be quoted) as the value of the Prague interbank offer rate for Czech crown interbank deposits for the 6-month period set out by the Czech National Bank and valid on the Reference Rate Determination Date. If PRIBOR is not quoted in the aforementioned PRBO page (or other official source) for the relevant 6-month period, then the Calculation Agent will determine 6M PRIBOR from (i) PRIBOR for the nearest longer period for which PRIBOR is quoted in the aforementioned PRBO page (or other official source) and (ii) PRIBOR for the nearest shorter period for which PRIBOR is quoted on the aforementioned PRBO page (or other official source), as the average of the two.

If 6M PRIBOR cannot be determined on any day according to the preceding paragraph, then the Calculation Agent will determine 6M PRIBOR on such day as the arithmetic mean of the interest rates quoted for the sale of Czech crown interbank deposits for such period that corresponds to the relevant 6-month period and the relevant amount obtained on such day after 11:00 (eleven) a.m. Prague time from at least 3 (three) banks operating in the Prague interbank market selected by the Calculation Agent at its sole discretion. If 6M PRIBOR cannot be determined in this manner, then it will be equal to the 6M PRIBOR determined in accordance with the precedent paragraph on the nearest previous Business Day when 6M PRIBOR was determinable in such a manner.

If the interest rate determined in accordance with this paragraph 6.1 is below zero (i.e. the total of the Reference Rate and the margin), the interest rate will be deemed to be zero.

For the avoidance of doubt, if PRIBOR is cancelled or ceases to be generally used in the market for interbank deposits due to the accession of the Czech Republic to the European Monetary Union, the rate that will be generally used in the market for interbank deposits in the Czech Republic will be used instead of PRIBOR.

Reference Rate Determination Date means the date as of which the Reference Rate for the relevant Interest Period is determined. The Reference Rate Determination Date for the relevant Interest Period will be the 2nd (second) Business Day before the first day of such Interest Period.

For the purposes of these Terms and Conditions, Interest Period means the period from (and including) the Issue Date to (but excluding) the first Interest Payment Date, and each immediately following period from (and including) the Interest Payment Date to (but excluding) the next Interest Payment Date until the maturity date of the Bonds (as specified in Article 7.1 below). The Interest Payment Date will not be adjusted according to the Business Day Convention (see Article 8.3 of these Terms and Conditions).

The Calculation Agent will round the interest rate for each Interest Period on the basis of mathematical rules to two decimal places according to the third decimal place. The Calculation Agent will notify the Fiscal and Paying Agent of the interest rate applicable to each Interest Period promptly after its determination and the Fiscal and Paying Agent will in turn communicate without any undue delay such interest rate to the Bondholders in accordance with Article 14 of these Terms and Conditions.

The interest will accrue evenly from the first day of each Interest Period to the last day included in such Interest Period at the interest rate set out in this Article 6.1 above.

The amount of interest accrued on 1 (one) Bond will be calculated as a multiple of the outstanding nominal value of such Bond, the relevant interest rate (expressed in decimal form) and the relevant day count fraction as determined according to Article 6.3 of these Terms and Conditions.

6.2 End of Interest Accrual

The Bonds will cease to bear interest on the Final Redemption Date (as this term is defined in Article 7.1 of these Terms and Conditions) or on the Early Redemption Date (as this term is defined in Articles 10.1, 10.2, 13.4(a) and 13.4(b) of these Terms and Conditions), unless the payment of any due amount is unlawfully retained or refused by the Issuer although all relevant conditions and requirements for payment on the Final Redemption Date or the Early Redemption Date have been complied with. In such event, interest will continue to accrue at the interest rate set out in Article 6.1 above until the earlier of (i) the date on which all amounts due and payable as of that date in accordance with these Terms and Conditions are paid to the Bondholders or (ii) the date on which the Fiscal and Paying Agent notifies the Bondholders that it has received all amounts payable in connection with the Bonds, unless any additional unlawful retention or refusal of payments occurs after such notice.

6.3 Day Count Convention for Interest Calculation

The interest payable on the Bonds for a period of less than 1 (one) year will be calculated on the basis of an Act/365 day count convention, i.e., the actual number of days in the period for which the interest is calculated divided by 365.

6.4 Interest Accrual following a Write Down

Following a Write Down as described above in clause 4.1 (Basic Security Mechanics), interest will accrue on the reduced outstanding nominal value of each Bond from (and including) the relevant Write Down Date.

7. Redemption and Purchase of the Bonds

7.1 Final Redemption

Unless previously redeemed or purchased by the Issuer and cancelled as specified below, the outstanding nominal value of the Bonds will be redeemed in a single payment on 8 April 2021 (the Final Redemption Date).

7.2 Early redemption at the option of the Bondholders

The Bondholders are not entitled to require early redemption of the Bonds before the Final Redemption Date, except for early redemption pursuant to Articles 10.1, 10.2, 13.4(a) and 13.4(b) of these Terms and Conditions. In such events, the Issuer will repay the nominal values of the relevant Bonds together with accrued and outstanding interest in accordance with these Terms and Conditions.

7.3 Early Repayment at the option of the Issuer

The provisions of Article 8 of these Terms and Conditions also apply to the Redemption and Purchase of the Bonds under this Article 7.

7.4 Purchase of the Bonds

The Issuer is entitled to purchase the Bonds at any time on the market or otherwise at any price.

7.5 Cancellation of the Bonds

The Bonds purchased by the Issuer will not be cancelled, unless decided otherwise by the Issuer. If the Issuer does not decide on the cancellation of the Bonds purchased by it, it will be entitled to dispose of such Bonds at its sole discretion.

8. Payment Terms

8.1 Currency of Payments

The Issuer undertakes to pay interest on and repay the nominal value of the Bonds solely in Czech crowns, or in any other lawful currency of the Czech Republic that might replace the Czech crown. The interest will be paid to the Bondholders and the nominal value of the Bonds will be repaid subject to and in accordance with these Terms and Conditions, and the tax, foreign exchange and other applicable laws of the Czech Republic in effect at the time of the relevant payment.

In the event that the Czech crown in which the Bonds are denominated and in which the payments relating to the Bonds should be made in compliance with these Terms and Conditions ceases to exist and is replaced by the Euro currency, (i) the denomination of such Bonds will be changed to Euro in conformity with the applicable laws, and (ii) all monetary liabilities arising from such Bonds will automatically and without any further notice to the Bondholders be payable in Euro, with the official rate (i.e. the fixed conversion ratio) in accordance with the applicable law being used as the exchange rate between Czech crown (CZK) and euro (EUR). Such replacement of the Czech crown (i) will not, in any respect, affect the existence or enforceability of the Issuer's liabilities under the Bonds, and (ii) for the avoidance of doubt, will not be deemed to constitute any change to these Terms and Conditions or an Event of Default under these Terms and Conditions.

8.2 Payment Date

The payment of interest on and the repayment of the nominal value of the Bonds will be made by the Issuer through the Fiscal and Paying Agent on the dates specified in these Terms and Conditions (each such date being hereinafter referred to, according to its meaning, as the Interest Payment Date or the Final Redemption Date or the Early Redemption Date or also as the Payment Date).

8.3 Business Day Convention

If any Payment Date falls on a day that is not a Business Day, such Payment Date will instead fall on the next following Business Day, and the Issuer will not be obliged to pay any interest or any other additional

charges by reason of such delay in payment resulting from the application of any Business Day convention (the Business Day Convention).

8.4 Determination of the Right to Receive Payments Related to the Bonds

The authorised persons to whom the Issuer will pay interest on the Bonds will be persons stated in the Extract from the Issue Registry as of the end of business on the relevant Record Date for Interest Payment (the Authorised Persons).

Record Date for Interest Payment is a day falling 30 (thirty) days prior to the relevant Interest Payment Date; however, for the purposes of determining the Record Date for Interest Payment, the Interest Payment Date will not be adjusted according to the Business Day Convention.

The Ex-Coupon Date will be the date immediately following the Record Date for Interest payment. For the purposes of determining the recipient of interest, neither the Issuer nor the Fiscal and Paying Agent will take account of the transfer of any Bonds made on or after the calendar day on which the Ex-Coupon Date in respect of such payment falls.

The Authorised Persons to whom the Issuer will repay the nominal value of the Bonds will be persons stated in the Extract from the Issue Registry as of the end of business on the relevant Record Date for Nominal Value Repayment (the Authorised Persons).

Record Date for Nominal Value Repayment is a day falling 30 (thirty) days prior to the relevant Final Redemption Date or the Early Redemption Date; however, for the purposes of determining the Record Date for Nominal Value Repayment, such Payment Date will not be adjusted according to the Business Day Convention.

The Ex-Principal Date shall be the date immediately following the Record Date for Nominal Value Repayment. For the purposes of determining the recipient of the nominal value of the Bonds, neither the Issuer nor the Fiscal and Paying Agent will take account of the transfer of any Bonds made on or after the calendar day on which the Ex-Principal Date falls.

8.5 Payments

The Fiscal and Paying Agent will make payments to the Authorised Persons by means of wire transfer to their accounts kept with a bank in the Czech Republic according to the instruction that the respective Authorised Person delivers to the Fiscal and Paying Agent in a credible manner at the address of the Fiscal and Paying Agent's Specified Office. The instruction will be in the form of a signed written statement with an officially legalised (notarized) signature or signatures containing sufficient details of such account to allow the Fiscal and Paying Agent to make the payment and will be accompanied by an original or officially certified copy of a certificate of tax domicile of the recipient of the relevant payment (payee) for the relevant tax period and, in the event that the payee is a legal entity, also by an original or officially certified copy of a valid extract from the Commercial Register in respect of the payee not older than 3 (three) months (such instruction together with the extract from the Commercial Register (if applicable) and the certificate of tax domicile and any other relevant schedules, is also referred to as the Instruction). Any originals of foreign official instruments or any deeds notarized abroad must be super-authenticated or certificated by the Hague Convention Apostille (whichever is relevant). The Instruction must be in a form and content reasonably acceptable to the Fiscal and Paying Agent and the Fiscal and Paying Agent may require satisfactory evidence that the person who has signed the Instruction is authorised to sign such Instruction on behalf of the Authorised Person. Such evidence must be delivered to the Fiscal and Paying Agent together with the Instruction. In this respect, the Fiscal and Paying Agent may require, without limitation, (i) the presentation of a power of attorney if the Authorised Person is represented by an agent (if necessary with an official Czech translation) and (ii) an additional confirmation of the Instruction by the Authorised Person. Notwithstanding the foregoing, neither the Fiscal and Paying Agent nor the Issuer will be obliged to examine the correctness, completeness or authenticity of any such Instruction in any manner

whatsoever and neither of them will be liable for any damage incurred in connection with any delay in the delivery of such Instruction by the Authorised Person or with the delivery of an incorrect or otherwise defective Instruction. The Instruction will be deemed properly made if it contains all the items required by this Article, is delivered to the Fiscal and Paying Agent in accordance with this Article and complies with the requirements of this Article in all other respects. Upon the Issuer's request, the Fiscal and Paying Agent shall provide the Issuer with other information as set out in the Agency Agreement, if any.

The Instruction will be deemed filed in a timely manner if it is delivered to the Fiscal and Paying Agent not later than 15 (fifteen) Business Days before the relevant Payment Date.

The Issuer's liability to pay any amount due in connection with the Bonds will be deemed discharged in a due and timely manner, if the relevant amount has been remitted to the Authorised Person in compliance with a proper Instruction pursuant to this Article 8.5 and if such amount is credited to the account of the Authorised Person's bank with the clearing centre of the Czech National Bank not later than on the relevant due date.

Neither the Issuer nor the Fiscal and Paying Agent will be liable for any delay in the payment of any amount due caused by the Authorised Person, e.g. by its failure to deliver a proper Instruction in a timely manner. If any Authorised Person fails to deliver to the Fiscal and Paying Agent in time a proper Instruction under this Article 8.5 of these Terms and Conditions, it will have no right to receive either from the Fiscal and Paying Agent or the Issuer any interest or any other payment on account of such delay if (i) the relevant amount has been remitted to the Authorised Person in accordance with a proper Instruction pursuant to this Article 8.5 of these Terms and Conditions and (ii) such amount has been debited from the Fiscal and Paying Agent's account not later than 15 (fifteen) Business Days following the day on which the Fiscal and Paying Agent received the proper Instruction.

Neither the Issuer nor the Fiscal and Paying Agent will be liable for any damage incurred by (i) the failure to deliver in time the proper Instruction or any other documents or information required to be delivered under this Article 8.5, or (ii) such Instruction or any related document or information being incorrect, incomplete or untrue, or (iii) circumstances beyond the control of the Issuer or the Fiscal and Paying Agent. No Authorised Person will be entitled in any such event to receive any additional payment, other compensation or interest for any such delay in the relevant payment.

8.6 Change in the Payment Method

The Issuer and the Fiscal and Paying Agent are jointly entitled to change the payment procedure, provided such change does not affect the Bondholders' status or interests. The Bondholders will be notified of such change in the same manner as set out in Article 14 of these Terms and Conditions.

9. Taxation

The repayment of the nominal value of, and payments of interest on, the Bonds will be made without deduction of any taxes or charges of any nature whatsoever, unless such deduction is required by applicable laws in effect on the date of the relevant payment. If any such deduction of taxes or charges is required by the applicable laws in effect on the date of such payment, the amount of repayment of the nominal value of, and any payment of interest on, the Bonds will be paid by the Issuer less the amount of any such deduction of taxes or charges, and the Issuer will not be obliged to pay to the Bondholders any additional amounts as compensation for such deduction of taxes or charges.

10. Early Redemption of the Bonds upon the Occurrence of Events of Default

10.1 Events of Default

If any of the following events occurs and is continuing (each an Event of Default):

(a) Change of Control

(i) If Mr. Tomasz Czechowicz ceases to own, directly or indirectly, 40 per cent. or more of the issued ordinary share capital of the Guarantor or voting rights in the Guarantor (the Guarantor's Change of Control); or

(ii) If:

(A) Sub-fund MCI.EuroVentures 1.0.,

(B) any member of the capital group directly or indirectly controlled by Mr. Tomasz Czechowicz or in which Mr. Tomasz Czechowicz directly or indirectly holds more than 50% of investment certificates, or

(C) any member of the capital group to which belongs any investment fund managed by the MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. or Private Equity Managers S.A.

ceases to own, directly or indirectly, 50 per cent. or more of the issued ordinary share capital of the Issuer or voting rights in the Issuer (the Issuer's Change of Control and together with the Guarantor's Change of Control the Change of Control); or

(b) Payment default

Any payment in connection with the Bonds is not made in accordance with these Terms and Conditions unless such default has been caused solely by technical or administrative error on the part of the Issuer or the Guarantor and such default is remedied for more than 5 (five) Business Days of the due date; or

The Issuer or the Security Provider does not register or perfect the pledge over: (i) the Initial Pledged Shares in the relevant registers in 20 Business Days following the Issue Date or (ii) the Issuer, the Security Provider or any other MCI Group company, MCI.EV or any MCI.EV Subsidiary does not register or perfect the pledge over the Additional Pledged Shares or the Additional Share Security in the relevant registers in 35 Business Days following the Testing Date on which the Security Limit has been breached; or

(d) Breach of Security Limit

The Security Limit is breached and not remedied by expiration of the thirty-five (35) Business Day cure period set out in Article 4.1 (Basic Security Mechanics) of these Terms and Conditions.

(e) Breach of other obligations

The Issuer or the Guarantor fails to fulfil or to comply with any obligation relating to the Bonds other than payment obligation under these Terms and Conditions and the Guarantee and, if capable of remedy, such default is not remedied for more than 45 (forty-five) Business Days of the date when the Issuer or the Guarantor was notified of such fact by any Bondholder by means of a letter delivered to the Issuer or to the address of the Fiscal and Paying Agent's Specified Office; or

(f) Cross-default

Any other liability or liabilities related to the Indebtedness of the Issuer or the Guarantor or any of its Subsidiaries exceeding 5 per cent. of the Assets Value and is not duly paid by 25 (twenty five)

calendar days of its due date or within any applicable grace period, unless the Issuer, the Guarantor or any of its Subsidiaries in good faith legally contests such liability as to its amount or title and makes the payment within the period set by a final judgment of the relevant court or other authority that ordered such payment; or

(g) Insolvency

The Issuer or the Guarantor, under the laws of any jurisdiction where, at the relevant time, either the Issuer or the Guarantor has its centre of main interest, registered office or seat, or, subject to the below, either the Issuer or the Guarantor has any assets or business activities, (i) becomes insolvent, (ii) an administrator or liquidator of the Issuer or the Guarantor is appointed, (iii) issues any decision on readjustment or deferment of its obligations generally or makes a general assignment, an arrangement or composition with or for the benefit of its creditors or declares a moratorium concerning any of its indebtedness, (iv) is declared bankrupt by any court or (v) an application for the declaration of bankruptcy of the Issuer or the Guarantor is refused by any court on the sole grounds that the Issuer or the Guarantor has insufficient assets from which to meet the costs and expenses of any bankruptcy proceedings. If the above proceedings or actions are taken in the jurisdiction where the Issuer or the Guarantor has only assets or business activities, commencing such proceedings or action in that jurisdictions will constitute an Event of Default if the Issuer or the Guarantor has in that jurisdiction more than 5% of its assets measured against the latest financial statements; or

(h) Liquidation

A legally effective and non-appealable order is issued by the relevant Polish court or a legally effective and non-appealable resolution is passed for the winding up, liquidation or dissolution of the Issuer or of the Guarantor; or

(i) Termination of business activities

The Issuer or the Guarantor discontinues its core business activities or loses the license to carry on its core business activities; or

(j) Delisting of the Bonds from the regulated market

The Bonds cease to be admitted to trading on the Regulated Market of the Prague Stock Exchange (in Czech: Burza cenných papírů Praha, a.s.), any European regulated market that would supersede the Regulated Market of the Prague Stock Exchange or any other European regulated market to which the Bonds would be admitted to trading following the Issue Date; or

(k) Discharge or termination of the Security

The Security or any of its provisions, at any time, for any reason (other than caused by the Security Agent), ceases to be, or is claimed by the Issuer, the Security Provider or any party providing the Security not to be, in full force and effect; or

(l) Discharge or termination of the Guarantee

The Guarantee or any of its provisions, at any time, for any reason (other than caused by the Bondholders), ceases to be, or is claimed by the Guarantor not to be, in full force and effect; or

(m) Illegality

The Issuer's obligations under the Bonds (except for the obligations arising from the Parallel Debt) or its performance by the Issuer cease to be partially or fully legally enforceable or become in breach of applicable laws; or

(n) Delisting of any shares in ABC Data

Any shares in ABC Data, which have been provided as the Security in favour of the Security Agent, cease to be admitted to trading on any European regulated market, unless remedied by virtue of the Write Down or the Additional Share Security in accordance with these Terms and Conditions; then any Bondholder, at its discretion, by a written notice addressed to the Issuer and delivered to the Fiscal and Paying Agent at the address of the Specified Office (the Early Redemption Notice), may request early redemption of the Bonds held by such Bondholder which the Bondholder undertakes not to dispose of since that moment, plus any accrued and unpaid interest thereon pursuant to Article 6.1 of these Terms and Conditions, as at the Early Redemption Date (as this term is defined below), and the Issuer is obliged to redeem such Bonds (together with accrued and undistributed interest thereon) in accordance with Article 10.2 of these Terms and Conditions.

10.2 Maturity of the Accelerated Bonds

Any and all amounts payable by the Issuer to any Bondholder according to foregoing Article 10.1 of these Terms and Conditions will become due and payable as of the last Business Day of the month following the month in which the Bondholder delivered the relevant Early Redemption Notice for the Issuer to the Specified Office of the Fiscal and Paying Agent (the Early Redemption Date).

10.3 Withdrawal of Early Redemption Notice

A Bondholder may withdraw, in writing, the Early Redemption Notice but only with respect to the Bonds held by such Bondholder and only if such withdrawal is addressed to the Issuer and delivered to the Fiscal and Paying Agent at the address of the Specified Office before the relevant amounts become due and payable according to preceding Article 10.2 of these Terms and Conditions. However, any such withdrawal of the Early Redemption Notice will not affect any Early Redemption Notices given by the other Bondholders.

10.4 Other Conditions for Early Redemption of the Bonds

The provisions of Article 8 of these Terms and Conditions will apply mutatis mutandis to the early redemption of the Bonds pursuant to this Article 10.

11. Statute of Limitations

All rights connected with the Bonds will become statute-barred upon the expiration of (ten) years since the day when such rights could be exercised for the first time.

12. Fiscal and Paying Agent, Security Agent, Calculation Agent and Listing Agent

12.1 Fiscal and Paying Agent

(a) Fiscal and Paying Agent and Specified Office

Česká spořitelna, a.s. will act as the Fiscal and Paying Agent. The Fiscal and Paying Agent's specified office and place of payment (the Specified Office) will be at the following address:

Česká spořitelna, a.s. Evropská 2690/17 160 00 Prague 6

Czech Republic

(b) Additional and Other Fiscal and Paying Agent and Specified Office

The Issuer reserves the right to appoint, at any time, an additional or other Fiscal and Paying Agent and to designate an additional or other Specified Office, or to appoint additional payment providers, provided such change does not affect the Bondholders' status or interests.

The Issuer will give notice of such change of the Fiscal and Paying Agent or Specified Office or of the appointment of additional payment providers to the Bondholders in the manner set out in Article 14 of these Terms and Conditions. Any such change will become effective upon the expiration of 15 (fifteen) calendar days following the date of such notice unless the notice specifies a later date. In any event, any such change that would otherwise become effective before the Payment Date for any amount payable under the Bonds or in less than 30 (thirty) calendar days after the Payment Date for any amount payable under the Bonds, will become effective on the 30th (thirtieth) day following such Payment Date.

Unless provided otherwise by law or by the Agency Agreement, the Fiscal and Paying Agent will act as an agent of the Issuer when performing the duties of a Fiscal and Paying Agent under the Agency Agreement, providing no guarantee or security for the Issuer's liabilities under the Bonds, and will be in no legal relationship with the Bondholders in such position.

12.2 Security Agent

Unless there is a change pursuant to the Article 4.3 of these Terms and Conditions, Česká spořitelna, a.s., will be the Security Agent.

12.3 Calculation Agent

(a) Calculation Agent

Česká spořitelna, a.s., will be the Calculation Agent.

(b) Additional and other Calculation Agent

The Issuer reserves the right to appoint another or additional Calculation Agent, provided such change does not affect the Bondholders' status or interests. If a change of the Calculation Agent occurs, the Issuer will notify the Bondholders of such change in the manner set out in Article 14 of these Terms and Conditions and any such change will become effective upon the expiration of 15 (fifteen) calendar days following the day of such notice unless a later effective date is set out in such notice. In any case, any change that would otherwise become effective before or less than fifteen (15) calendar days after the date when the Calculation Agent is required to make any calculation in connection with the Bonds, such change will become effective on the 15th (fifteenth) calendar day following the date when the Calculation Agent was required to make such calculation.

The Calculation Agent acts as the Issuer's agent and has no legal relationship with the Bondholders.

12.4 Listing Agent

(a) Listing Agent

Česká spořitelna, a.s., will be the Listing Agent.

(b) Additional and other Listing Agent

The Issuer reserves the right to appoint another or additional Listing Agent, provided such change does not affect the Bondholders' status or interests. If a change of the Listing Agent occurs, the Issuer will notify the Bondholders of such change in the manner set out in Article 14 of these Terms and Conditions and any such change will become effective upon the expiration of 15 (fifteen) calendar days following the day of such notice unless a later effective date is set out in such notice.

The Listing Agent acts as the Issuer's agent and has no legal relationship with the Bondholders.

13. Bondholders' Meeting

13.1 Authority and Convocation of the Meeting

(a) Right to Convene the Bondholders' Meeting

The Issuer or any Bondholder(s) may convene a meeting of the Bondholders (the Meeting) in accordance with these Terms and Conditions and applicable laws if so required to decide on common interests of the Bondholders. The costs of organising and convening the Meeting will be borne by the person who convened the Meeting, unless set out otherwise by law. The costs related to the attendance at the Meeting will be borne by each participant itself. If the convening person is one or more Bondholders, such persons will be required, not later than on the date on which a notice of the Meeting is published (see Article 13.1(c) of these Terms and Conditions), (i) to deliver to the Fiscal and Paying Agent a request for procuring evidence of the number of all Bonds in the relevant Issue entitling the holder(s) to attend the Meeting convened by a Bondholder or the Bondholders, i.e. the Extract from the Issue Registry, and (ii) where relevant, to pay to the Fiscal and Paying Agent an advance to cover the costs associated with its services in relation to the Meeting. The due and timely delivery of the request under item (i) above and the payment of the advance for the costs referred to in item (ii) above are the prerequisites for the valid convocation of the Meeting.

(b) Meeting Convened by the Issuer

The Issuer is obliged to promptly convene the Meeting and request the Bondholders to take a stand on the following issues (each of them the Material Change):

(i) the Issuer's proposal for any amendment to these Terms and Conditions that requires the Bondholders' consent under applicable laws;

(ii) the Issuer's proposal for its transformation;

(iii) the Issuer's proposal for entering into an agreement on the sale of a business enterprise or any part thereof, irrespective of which party to such agreement is the Issuer, with the entity which is not a member of the (i) MCI Group, (ii) Tomasz Czechowicz Group or (iii) PEM Group or (iv) MCI TFI Group or (v) Investment Fund Group, if the due and timely redemption of the Bonds or the distribution of interest thereon may be jeopardized;

(iv) the Issuer's default in the satisfaction of any rights (including an occurrence of an Event of Default) attached to the Bonds which continues for more than 7 (seven) days following the day on which the relevant right could be exercised; and

(v) the Issuer's proposal for filing an application to withdraw the Bonds from trading on the Prague Stock Exchange or other European regulated market.

The Issuer may convene the Meeting to propose a collective action if it has knowledge that any Event of Default has occurred or may occur.

For avoidance of any doubt, the Issuer is not obliged to convene the Meeting if a material change within the meaning of Section 21(1) of the Czech Bonds Act occurs unless such material change also represents the Material Change as defined in this Article 13.1(b).

The Issuer is obliged to give notice of the Meeting in a manner set out in Article 14 of these Terms and Conditions not later than 15 (fifteen) calendar days prior to the date of the Meeting. If the Meeting is convened by any Bondholder (or the Bondholders), such convening person(s) will deliver a notice of the Meeting (containing all statutory elements) sufficiently in advance (at least 20 (twenty) calendar days prior to the proposed date of the Meeting) to the Issuer at the address of the Specified Office. The Issuer will promptly ensure that such notice of the Meeting is published in the manner and within the time limit specified in the first sentence of this Article 13.1(c) (however, the Issuer is responsible neither for the content of such notice nor for any delay or default in complying with any statutory time limits by a Bondholder who convened the Meeting). Each notice of the Meeting must contain at least (i) the business name, identification number and registered office of the Issuer, (ii) the identification of the Bonds, to the minimum extent the Bond title, the Issue Date and the ISIN (or other Bond identifiers if no ISIN is available), (iii) the venue, date and time of the Meeting, provided that the date of the Meeting must fall on a date which is a Business Day, (iv) the agenda of the Meeting and, in the case of any proposed amendment(s) referred to in Article 13.1(b)(i) above, the specification of the proposed amendment(s) and justification thereof, and (v) the day that is the record (conclusive) date for the attendance at the Meeting. The Meeting will only be authorised to adopt draft resolutions contained in the notice of the Meeting; any other draft resolutions and matters that were not included on the proposed agenda of the Meeting may be decided only in the presence and with the approval of all Bondholders entitled to vote at such Meeting. If there is no more reason to convene the Meeting, the convening person will call off the Meeting in the same manner as convened.

13.2 Persons Authorised to Attend and Vote at the Meeting

(a) Persons Authorised to Attend the Meeting

To be entitled to attend and vote at the Meeting, a person must be a Bondholder (the Person Authorised to Attend the Meeting) recorded as a Bondholder in the register kept by the Central Depository and in an extract from the Bonds register provided by the Central Depository at the close of a calendar day that is 7 (seven) days prior to the date of the relevant Meeting (the Meeting Attendance Record Date) or a person who produces a certificate of the custodian in whose client's account with the Central Depository the relevant number of the Bonds was recorded as of the Meeting Attendance Record Date certifying that such person is a Bondholder and that the Bonds held by such person are registered in the account of the custodian by reason of their custodianship. The certificate according to the preceding sentence must be satisfactory in form and substance to the Fiscal and Paying Agent. No transfers of the Bonds made after the Meeting Attendance Record Date will be taken into account.

(b) Voting Rights

Each Person Authorised to Attend the Meeting will have such number of votes out of the total number of votes that corresponds to the ratio between the nominal value of the Bonds held by such person as of the Meeting Attendance Record Date to the total outstanding nominal value of the Issue as of the Meeting Attendance Record Date. No voting right will be attached to any Bonds held by the Issuer as of the Meeting Attendance Record Date that have been early redeemed and not cancelled by the Issuer within the meaning of Article 7.5 of these Terms and Conditions, and no

such Bonds will be taken into account in determining the presence of a quorum at the Meeting. If the Meeting decides on recalling a common proxy, the common proxy (if he is a Person Authorised to Attend the Meeting) may not exercise his voting right.

The Issuer is obliged to attend the Meeting, either in person or by proxy. Other persons entitled to attend the Meeting are proxies of the Fiscal and Paying Agent, the common proxy of the Bondholders under Article 13.3(c) of these Terms and Conditions (unless he is a Person Authorised to Attend the Meeting) and any guests invited by the Issuer or the Fiscal and Paying Agent.

13.3 Course of the Meeting; Decision-Making

(a) Quorum

The Meeting will constitute a quorum if attended by the Persons Authorised to Attend the Meeting, who were, as of the Meeting Attendance Record Date, holders of the Bonds the nominal value of which represents more than 30 (thirty) per cent. of the total nominal value of the issued and outstanding Bonds. If the Meeting decides on recalling a common proxy, any votes belonging to the common proxy (if he is a Person Authorised to Attend the Meeting) will not be included in the total number of votes. Before opening the Meeting the Issuer will inform, either alone or through the Fiscal and Paying Agent, about the number of all Bonds in respect of which the Persons Authorised to Attend the Meeting are entitled to attend and vote at the Meeting in accordance with these Terms and Conditions.

(b) Chairman of the Meeting

The Meeting convened by the Issuer will be presided over by a chairman appointed by the Issuer. The Meeting convened by a Bondholder or the Bondholders will be presided over by a chairman elected by a simple majority of votes of the attending Persons Authorised to Attend the Meeting. Until the chairman is elected, the Meeting will be presided over by a person appointed by the Bondholder(s) who convened the Meeting, and the election of the chairman must be the first item on the agenda of any Meeting not convened by the Issuer.

The Meeting may elect, by resolution, an individual or a legal entity to act as a common proxy. The common proxy is authorised under the law (i) to enforce, on behalf of all of the Bondholders, any rights associated with the Bonds to the extent specified in a resolution adopted by the Meeting, (ii) to supervise the compliance with these Terms and Conditions by the Issuer, and (iii) to execute, on behalf of all of the Bondholders, any other acts or protect the Bondholders' interests in the manner and to the extent specified in a resolution adopted by the Meeting. The Meeting may recall the common proxy in the same way in which the common proxy was elected or replace him with a new common proxy.

(d) Decision-Making at the Meeting

The Meeting will decide on any issues on its agenda in the form of resolutions. Any resolution that (i) approves a proposal pursuant to Article 13.1(b)(i) of these Terms and Conditions, or (ii) appoints or recalls a common proxy, will require the affirmative vote of at least 3/4 (three-quarters) of the attending Persons Authorised to Attend the Meeting. Unless provided otherwise by law, any other resolutions will require a simple majority of votes of the attending Persons Authorised to Attend the Meeting in order to pass.

(e) Adjourned Meeting

If within 1 (one) hour after the scheduled opening of the Meeting a quorum is not present, then such Meeting will be automatically adjourned without further notice.

If the Meeting which is to decide on amendments to the Terms and Conditions pursuant to Article 13.1(b)(i) of these Terms and Conditions does not have a quorum within 1 (one) hour after the scheduled opening of the Meeting, the Issuer will convene, if necessary, a substitute Meeting to be held not later than 6 (six) weeks after the scheduled date of the original Meeting. The holding of a substitute Meeting with the unchanged agenda will be notified to the Bondholders not later than 15 (fifteen) days after the scheduled date of the original Meeting. The substitute Meeting deciding on amendments to the Terms and Conditions according to Article 13.1(b)(i) of these Terms and Conditions will have a quorum irrespective of the conditions for quorum set out in Article 13.3(a) above.

13.4 Certain Additional Rights of the Bondholders

(a) Consequence of Voting against Certain Resolutions of the Meeting

If the Meeting approved a Material Change in accordance with Article 13.1(b)(i) through (v) of these Terms and Conditions, the Person Authorised to Attend the Meeting who, according to the minutes of such Meeting, voted against a resolution adopted by the Meeting or failed to attend the Meeting (the Applicant) may request the repayment of the nominal value of the Bonds, which such Bondholder owned as of the Meeting Attendance Record Date and which will not be disposed of since such time, together with the pro-rata interest accrued on such Bonds in compliance with these Terms and Conditions. This right must be exercised by the Applicant within 30 (thirty) days of the publication date of such Meeting resolution according to Article 13.5 of these Terms and Conditions by a written notice (the Application) addressed to the Issuer and delivered to the Specified Office of the Fiscal and Paying Agent, failing which the right will terminate. The amounts referred to above will become due and payable within 30 (thirty) days from the date the Application was delivered to the Fiscal and Paying Agent (the Early Redemption Date).

(b) Resolution on Early Redemption of the Bonds upon Bondholders' Request

If the Meeting agenda includes a Material Change under Article 13.1(b)(ii) through (v) of these Terms and Conditions and the Meeting does not consent to such a Material Change, the Meeting may, even beyond the scope of the agenda, decide that if the Issuer proceeds in conflict with the resolution of the Meeting that disagreed with such a Material Change under Article 13.1(b)(ii) through (v) of these Terms and Conditions, the Issuer will be obliged to repay the nominal value of the Bonds and any pro-rata interest accrued thereon (if relevant) to any Bondholder who requests such early repayment (the Applicant). This right must be exercised by the Applicant by a written notice (the Application) addressed to the Issuer and delivered to the Specified Office of the Fiscal and Paying Agent. The amounts referred to above will become due and payable within 30 (thirty) days from the date the Application was delivered to the Fiscal and Paying Agent (the Early Redemption Date).

The Application will specify the number of Bonds the redemption of which is claimed in compliance with this Article. The Application must be in writing and signed by persons authorised to act on behalf of the Applicant, the authenticity of such signatures to be officially verified. Within the same time limit, the Applicant is obliged to deliver to the Specified Office of the Fiscal and Paying Agent all the documents required for making the payment under Article 8 of these Terms and Conditions.

13.5 Minutes of the Meeting

Minutes of the business discussed and resolved at the Meeting will be taken by the person who convened the Meeting or by a person authorised by such person and will be distributed within 30 (thirty) days after the date of the Meeting. The minutes will contain the conclusions of the Meeting, including, without limitation, any resolutions adopted by such Meeting. If the Meeting is convened by a Bondholder or the Bondholders, the minutes of such Meeting must also be delivered to the Issuer at the Specified Office address not later than 30 (thirty) days after the date of the Meeting. The Issuer is obliged to keep the minutes of the Meeting until the rights under the Bonds come under the statute of limitations. The minutes of the Meeting will be available for inspection by the Bondholders at the Specified Office during regular office hours. The Issuer is obliged, in person or through his authorised person (especially the Fiscal and Paying Agent), to publish all resolutions of the Meeting in the manner set out in Article 14 of these Terms and Conditions not later than 30 (thirty) days after the date of the Meeting. If the Meeting has discussed a resolution on any of the Material Changes referred to in Article 13.1(b)(i) through (v) of these Terms and Conditions, a notarial record must be made of the attendance at the Meeting and the resolutions adopted by the Meeting. If the Meeting adopts any such resolution, the notarial record will also contain the names of the Persons Authorised to Attend the Meeting who validly voted for the adoption of such resolution and the number of Bonds held by such persons as of the Meeting Attendance Record Date.

14. Notices

Any notice to the Bondholders will be valid and effective if published in the English language on the Issuer's website: www.privateequitymanagers.pl/mci-euroventures-1-0/#mci-vp-vi-ska. If the mandatory provisions of applicable laws or these Terms and Conditions determine any other method for publishing any of the notices given hereunder, such notice will be deemed to be validly published upon its publication in the manner prescribed by the relevant legislation. In case of any notice published in several manners, the publication date of such notice will be deemed to be the date of its first publication.

15. Governing Law, Language and Dispute Resolution

Any rights and obligations under the Bonds and the Guarantee will be governed by, and interpreted and construed in accordance with, the laws of the Czech Republic. Any rights and obligations arising from the Security will be governed by, and interpreted and construed in accordance with, the laws of Poland and Turkey. These Terms and Conditions may be translated into other languages. In the event of any inconsistencies between the various language versions, the English language version shall prevail. Any dispute between the Issuer and the Bondholders arising out of or in connection with the Bonds, the Guarantee or these Terms and Conditions shall be finally resolved by the Municipal Court in Prague.

The Bondholders should be aware that the Issuer as such is an entity established and operating in accordance with Polish law. The judgments given in a civil or commercial case by a court in an EU Member State are enforceable in Poland because the Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters is directly applicable in Poland.

16. Definitions

In these Terms and Conditions:

Assets Value means the value of all the assets of the Guarantor (including cash and accrued interest and dividends).

Business Day means any day (other than Saturday or Sunday) on which banks in the Czech Republic are open for business, and on which foreign exchange transactions and interbank payments in Czech crowns, or in any other lawful currency of the Czech Republic that might replace the Czech crown, are settled.

Guarantor's Management Board means the Guarantor's management board.

Guarantor's Supervisory Board means the Guarantor's supervisory board.

Indebtedness means any indebtedness, in each case without double counting, which would, except for any indebtedness referred to in paragraphs (h) and (i) below, be in accordance with IFRS treated as debt recognized on the balance sheet of the relevant person for or in respect of:

(a) moneys borrowed;

(b) any note purchase facility or the issue of bonds, debentures, loan stock or any similar instrument;

(d) any lease, hire purchase contract or other agreement which would, in accordance with IFRS, be treated as a finance or capital lease or similar form of debt, except lease agreements for office;

(e) any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the acquisition of an asset to the extent it is recorded on the balance sheet of the relevant person according to IFRS;

(f) any derivative transaction entered into in connection with protection against fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value will be taken into account) which would, in accordance with IFRS, be treated on the balance sheet of the relevant person, except derivative transaction entered into in connection with protection against fluctuation in PRIBOR rate and/or fluctuations in the exchange rate of the Czech crown against Polish zloty;

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond standby or documentary letter of credit or any other instrument issued by a bank or financial institution other than any given in respect of trade credit arising in the ordinary course of business, which have been granted or concluded by the Guarantor with entities other than Guarantors' Subsidiaries, investment funds which investment certificates are held by the Guarantor or with portfolio companies of investment funds which investment certificates are held by the Guarantor;

(h) any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, to the extent it is recorded on the balance sheet of the relevant person according to IFRS, except forward sale or purchase agreement of Czech crown and except transaction (including any forward sale or purchase agreement) entered into by the Guarantor with its Subsidiaries, investment funds which investment certificates are held by the Guarantor or with portfolio companies of investment funds which investment certificates are held by the Guarantor; or

(i) any guarantee, indemnity or similar assurance against financial loss of any person issued by the relevant person in respect of any item referred to in paragraphs (a) to (h) above, which have been granted or concluded by the Guarantor with entities other than Guarantors' Subsidiaries, investment funds which investment certificates are held by the Guarantor or with portfolio companies of investment funds which investment certificates are held by the Guarantor (other than any given in respect of trade credit arising in the ordinary course of business).

Initial Polish Pledge means a registered pledge over the Initial Polish Pledged Shares to be established in connection with the Bond issue.

Initial Turkish Pledge means a registered pledge over the Initial Turkish Pledged Shares to be established in connection with the Bond issue.

Investment Fund Group means any investment fund managed by PEM Group or MCI TFI Group, any subsidiaries (both direct and indirect) and parent companies (both direct and indirect) of any such investment fund.

MCI.EV means the Sub-fund MCI.Euro Ventures 1.0 sub-fund separated in MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty with its registered office in Warsaw, at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Investment Funds kept by the Regional Court in Warsaw, VII Civil Registry Division, under the number RFi 347, represented by MCI Capital Towarzystwo Funduszy Inwestycyjnych spółka akcyjna (a joint stock company) with its registered office in Warsaw, at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000263112;

MCI.EV Subsidiary means any Subsidiary in relation to the MCI.EV;

MCI FM means MCI Fund Management spółka z ograniczoną odpowiedzialnością (a limited liability company) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000288538.

MCI Group means the Guarantor and its Subsidiaries.

MCI TFI Group means MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A., with its registered seat at Warsaw, its subsidiaries (both direct and indirect) and parent companies (both direct and indirect).

PEM Group means Private Equity Managers S.A., with its registered seat at Warsaw, its subsidiaries (both direct and indirect) and parent companies (both direct and indirect).

Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality.

Public Offer Act means the Act on Public Offerings and Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of July 29, 2005 (Journal of Laws 2013, item 1382).

Relevant Debt means any present or future indebtedness of the MCI Group for borrowed money, which is in the form of, or represented by, bonds, notes, investment certificates or other securities.

Relevant Instructing Group means at least 75 per cent. of the Bondholders or Persons Authorised to Attend the Meeting, who are present at the Meeting.

Security means the security in the form of Initial Polish Pledge and Initial Turkish Pledge as specified in Clause 4 of the Terms and Conditions as well as any other Security created as specified in clause 4 of the Terms and Conditions, but not the Guarantee;

Security Interest means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction.

Subsidiary means, in relation to any Person (the first Person) at any particular time, any other Person (the second Person):

(a) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or

(b) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated using the acquisition accounting method with those of the first Person.

Tomasz Czechowicz Group means Mr. Tomasz Czechowicz and entities controlled by Mr. Tomasz Czechowicz directly or indirectly.

DESCRIPTION OF THE SECURITY

1. Initial Polish Pledge

1.1 General information on the main activities of ABC Data

ABC Data conducts activity in the area of distribution of IT equipment in Poland and in other states of Central and Eastern Europe which are the EU members. ABC Data is one of the leaders in the sale of IT equipment online, where it also carries out distribution under its own brand "Colorovo".

1.2 Identification of the regulated markets where the ABC Data shares are traded

The ABC Data shares, which will become subject to the Security Interest under the Initial Polish Pledge, are admitted to trading on the regulated market (parallel market) organized by the GPW.

1.3 Information on the place where the important information on ABC Data is disclosed and frequency of the disclosure of such information

ABC Data is a public company within the meaning of Article 4, item 20) of the Public Offer Act. Under relevant laws ABC Data is required to make public any material information relating to its current activity in the form of confidential information, current information, and periodic information. The dates of providing such information are set out in relevant laws, in particular, the provisions of the Public Offer Act and the Issuers' Regulation. Such information is published by ABC Data on its website: www.abcdata.com.pl. The most important information and documents concerning ABC Data are published on the following website:

Document Web page

Statute of ABC http://en.abcdata.eu by selecting the following sections: "For Investors" – "Corporate Data Governance" – "Corporate Documents"

Rules of ABC http://en.abcdata.eu by selecting the following sections: "For Investors" – "Corporate Data General Governance" – "Corporate Documents" Meeting Information on http://en.abcdata.eu by selecting the following sections: "For Investors" – "Capital ABC Data's Group" capital group ABC Data's http://en.abcdata.eu by selecting the following sections: "For Investors" – "Stock financial Exchange Reports" – “Periodical Reports” statements Current stock http://en.abcdata.eu by selecting the following sections: "For Investors" – "Stock exchange Exchange Reports" – “Current Reports” reports

1.4 Historical information on trade volumes and prices of the ABC Data shares

Date Closing rate (PLN) Volumes (number of shares traded on the regulated market on a particular date)

29.2.2016 3.26 17,294

29.1.2016 3.15 24,459

31.12.2015 3.15 11,710

30.06.2015 3.35 45,558

30.12.2014 3.4 38,958

30.06.2014 4.18 115,255

30.12.2013 4.3 141,140

28.06.2013 3.17 80,573

28.12.2012 2.08 76,697

29.06.2012 2.2 36,011

Source: www.gpwinfostrefa.pl

1.5 Nature of the security

The Initial Polish Pledge secures any payment under the Bonds as set out in more detail in the Initial Polish Pledge agreement.

1.6 Scope of the security

The Initial Polish Pledge agreement will be entered into prior to the Issue Date by the Issuer and the Security Agent in order to create first ranking security for the Security Agent Claim as set out in the Terms and Conditions.

The Initial Polish Pledge will be established for the benefit of the Security Agent to secure the Security 'Agent Claim for the payment of all debts under the Bonds up to the maximum amount of CZK 1,053,000,000 and will be governed by Polish law. The object of the Initial Polish Pledge will consist of the Initial Polish Pledged Shares. The Initial Polish Pledge will be established over at least 6 million Initial Polish Pledged Shares. As of the date of this Prospectus the total number of ABC Data shares that remain unpledged is approx. 7.6 million.

Under the Initial Polish Pledge agreement the Issuer will be required to file an application for registration of the Initial Polish Pledge into the pledge register kept by the competent district court. After delivery of the court's decision on such registration (which is expected to take up to 20 Business Days), the Issuer will promptly (but not later than on the fifth business day after the date of receipt of the court's decision) submit, at its own expense, all instructions necessary for registration of suspension of rights to dispose with the Initial Polish Pledged Shares by the entity keeping the Issuer's securities account on which the Initial Polish Pledged Shares are registered. If the Security Agent Claim becomes due and payable, the Security Agent may satisfy itself from the Initial Polish Pledged Shares through court enforcement proceedings or seizure of the Initial Polish Pledged Shares.

The Initial Polish Pledge expires:

(a) upon the expiration of the Security Agent Claim in full; or

(b) on the date, on which the Initial Polish Pledge is deleted from the pledge register following the Security Agent's written consent with such deletion, whichever occurs first.

The Initial Polish Pledge agreement is governed by the laws of Poland. Any disputes arising from or connected with the Initial Polish Pledge agreement, including any disputes concerning its validity, will be settled by a common court of law competent by venue for the Issuer's registered office.

1.7 Documents on display

For the life of the Prospectus a copy of the Initial Polish Pledge agreement will be available for inspection during the standard working hours, upon request, at the Issuer's registered office.

2. Initial Turkish Pledge

2.1 General information on the main activities of Indeks

Indeks imports and distributes personal computers, servers, computer hardware, computer software and networking products through dealers in Turkey. The Indeks' product portfolio includes Microsoft, IBM, 3Com, Sony, Cisco and Hewlett-Packard brands. The group also provides telecommunication services.

Indeks distributes more than 200 worldwide brands, employs 306 personnel and cooperates with more than 7,500 business partners, holding the leadership position in the Turkish IT sector since 2001.

Indeks is acting as a holding company, has 6 affiliates and subsidiaries, each of which operates in a different field of technology products. The following companies are included in the consolidated financial statements of Indeks. The product groups of such companies are shown in the following table:

COMPANY BASED PRODUCT GROUPS İNDEKS DATAGATE2 DESPEC  PC  CPU  Consumables  Notebook  Hard disk  Movable Data Storage  Server  Mother board Media  Peripherals  VGA Card  Accessories  Software  Monitors  Papers  OEM products  Optical Products  Server Products  Memory Products  Notebook  Laser Printers  Backup Hardware  Security Products

NEOTECH NETEKS TEKLOS  Consumer  Corporate Network Systems  Logistics and Electronics  Network Components Transportation  Communication Structural Cable Products Devices  Corporate Telephone Systems  Alternative Network Security Solutions Electronics ADSL Communication Products Solutions

2 Datagate Bilgisayar Malzemeleri Ticaret A.Ş. went through the IPO in February 2006 with the code of "DGATE".

2.2 Identification of the regulated markets where the Indeks shares are traded

The shares of Indeks are admitted to trading on the Istanbul Stock Exchange (Borsa Istanbul).

2.3 Information on the place where the important information on Indeks is disclosed and frequency of the disclosure of such information

Indeks is a public company within the meaning of Article 3, item e)3 of Capital Markets Law No. 6362, effective from December 30th, 2012.

Under relevant Capital Markets Law, Indeks is required to make public any material information relating to its current activity, which does not constitute confidential information, in a form of current information, and periodic information. Such information is published on Public Disclosure Platform, which is available at: www.kap.gov.tr. The Public Disclosure Platform allows all users access to both the current and the past disclosures of a traded company, as well as other announcements and up-to-date information.

The most important information and documents concerning Indeks are published on the following website:

Document Web page

Information on http://www.index.com.tr/eng/ by selecting the following sections: "Investor" – Indeks “Subsidiaries” Bilgisayar's capital group Indeks http://www.index.com.tr/eng/ by selecting the following sections: "Investor" – “Financial Bilgisayar's Data” financial statements

2.4 Operational structure

(a) Structure of product supply and distribution:

Indeks operates as a main distributor ("broadline distributor") in IT industry. It buys IT products from suppliers at certain prices with certain maturity periods and subsequently sells the products to the sales channels that will sell them to the end customer. The company does not plan to develop a sales structure that will include direct sales to the end customer in the near future.

(b) Suppliers Global brands that operate in Turkey: IBM, HP, LENOVO, INTEL, SEAGATE, CANON, OKI, SYMANTEC, MICROSOFT, APC, FUJITSU SIEMENS, EPSON, TOSHIBA, SONY, ASUS.

Global brands that do not operate in Turkey: KINGSTON, NEC, VIEWSONIC, WESTERN DIGITAL.

3 Capital Markets Board of Turkey (www.cmb.gov.tr)

Indeks buys the products from suppliers, sells them to the sales channels which resell them to the end customer. The structure of distribution is as follows:

(i) System integrators - companies that target solely the big corporate customers (approx. 100 companies);

(ii) Value added dealers - companies that have 25-100 employees;

(iii) Regular dealers - small companies with members of staff of 5 to 25; (iv) Retail channel:

 Retail chains: big groups having more than one store under the same brand such as Teknosa, Bimeks, Vatan, Gold, Media Markt, Darty, Electro world, Best Buy Teknolojiks, NT, Yalçınlar, Evkur, Metro, Migros, Real, Carrefour, Tesco/Kipa.

 Regular computer stores: small companies where the owner of the store and a few sales representatives work and they operate with limited resources.  E-retail.

2.5 Historical information on trade volumes and prices of the Indeks shares

Date Closing rate (TRY) Volumes (number of shares traded on the regulated market on a particular date)

29.2.2016 6.85 115,652

29.1.2016 6.42 343,642

31.12.2015 6.29 326,530

30.06.2015 5.50 146,863

31.12.2014 5.70 175,275

30.06.2014 4.48 83,640

31.12.2013 4.10 100,929

28.06.2013 4.10 58,829

31.12.2012 4.29 442,786

29.06.2012 3.15 185,373

Source: www.google.com/finance

2.6 Scope of Security

The Indeks Shares are held by the Security Provider and not the Issuer itself. The Initial Turkish Pledge agreement will be entered into prior to the Issue Date by the Security Agent as the pledgee (the Pledgee) and the Security Provider as the pledgor (the Pledgor), in order to create first ranking security for the Security Agent Claim as set out in the Terms and Conditions.

The Initial Turkish Pledge will be established for the benefit of the Security Agent to secure the Security 'Agent Claim for the payment of all debts under the Bonds up to the maximum amount of CZK 1,053,000,000 and will be governed by Turkish law. The object of the Initial Turkish Pledge will consist of the Initial Turkish Pledged Shares. The Initial Turkish Pledge will be established over at least 5 million Initial Turkish Pledged Shares. As of the date of this Prospectus the total number of Indeks shares that remain unpledged is approx. 13.6 million.

For perfection of the Initial Turkish Pledge the Pledgor must, amongst others:

(i) notify the Pledgor's Intermediary Institution of the Initial Turkish Pledge and provide the Pledgor's Intermediary Institution, upon its request, with a copy of the Initial Turkish Pledge agreement and any other documents as may be required by the Pledgor's Intermediary Institution and instruct the Pledgor's Intermediary Institution in writing;

(ii) procure that the Pledgor's Intermediary Institution transfers the Initial Turkish Pledged Shares pledged under the Initial Turkish Pledge agreement from the Pledgor's Investor Account to the Security Agent's investor account; and

(iii) ensure that the necessary entries in the electronic database and records of the Central Registry System (Merkezi Kayıt Sistemi) for the duly perfection of the Initial Turkish Pledge are made.

The Initial Turkish Pledge agreement is governed by the laws of Turkey and Istanbul central (Çağlayan) courts and execution offices have the exclusive jurisdiction to hear and determine any lawsuit, action or proceeding and to settle any disputes and all matters arising out of or in connection with the Initial Turkish Pledge.

2.7 Documents on display

For the life of the Prospectus a copy of the Initial Turkish Pledge agreement will be available for inspection during the standard working hours, upon request, at the Issuer's registered office.

INTEREST OF PERSONS INVOLVED IN ISSUANCE AND OFFERING OF BONDS

The Issuer is not aware of any interest of persons involved in issuance and offering of the Bonds which would be material for the Bond Issue, other than for any fees payable to Česká spořitelna, a.s., acting as the Lead Manager, the Fiscal and Paying Agent, the Security Agent, the Listing Agent and the Calculation Agent in the offering and subscription and sale of the Bonds.

USE OF PROCEEDS

The net proceeds from the Issue of the Bonds will be used by the Issuer to finance general investment purposes of the Issuer and for the partial repayment of the purchase price for the ABC Data shares.

The Issuer plans to invest the proceeds in medium-sized companies in the following sectors: financial services, e-commerce, distribution, technology, media and telecommunication. Investment strategy focuses on companies with established market position or which are leading players in a given area of business activity in Poland, Turkey and CEE region.

INFORMATION ABOUT THE ISSUER

1. General information about the Issuer

Legal (statutory) name: MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI Spółka komandytowo-akcyjna

Legal form: limited joint-stock partnership

Registered office: Warsaw

Country of registered office: Poland

Address: ul. Emilii Plater 53, 00-113 Warsaw

Country of incorporation: Poland

Telephone: (+48) 22 540 73 80

Fax: (+48) 22 540 73 81

Website address: www.privateequitymanagers.pl/mci-euroventures-1-0/#mci-vp-vi- ska

E-mail address: [email protected]

KRS (National Court Register): 0000485654

REGON number: 142981545

NIP number: 525-25-77-368

2. Incorporation and History of the Issuer

The Issuer was established on 4 November 2013, under the name MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI Spółka komandytowo-akcyjna, under a founding deed of a limited joint-stock partnership.

In business transactions the Issuer may use the abbreviation: MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI S.K.A.

The Issuer was incorporated by its registration into the Register of Business Entities of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division under the number KRS 0000485654 on 14 November 2013. The first fiscal year for the Issuer was from 4 November 2013 to 30 November 2013, the next one from 1 December 2013 to 31 October 2015. The current fiscal year started on 1 November 2015 and ends on 31 October 2016. Due to the fact that the Issuer is a limited joint-stock partnership (spółka komandytowo-akcyjna) according to the Polish law the Issuer could benefit from the exemption from corporate income tax by extending its financial year (i.e. the Issuer was not liable to pay income tax). There was a last possibility for the Issuer to benefit from this provision as the regulations have changed recently. Therefore, the Issuer requested and obtained an individual interpretation of the Ministry of Finance, which allowed to extend the Issuer's financial year and thus benefit from the exemption. Due to changes in regulations as from 1 November 2015 the Issuer has become a corporate income taxpayer.

The Issuer was established for an indefinite time.

The Issuer operates under the laws of Poland, in particular, the Commercial Companies Code, the Issuer's Articles of Association, as well as the Issuer's other internal regulations.

The following events in the development of the Issuer's business activity have been relevant up-to-date:

In September 2014 the Issuer acquired 25,685,000 shares in ABC Data. In December 2014 the Issuer acquired further 4,700,000 and 46,675,378 shares in ABC Data.

3. Responsible Auditors

3.1 Financial statements for the period from 4 November 2013 to 31 December 2013

The Issuer's individual financial statements for the period from 4 November 2013 to 31 December 2013 were examined by:

Audit firm: PKF Consult Sp. z o. o.

License no.: 477

Registered office: Okrzycka 6 lok. 1B, 02-692 Warsaw, Poland

Responsible person: Cezary Bąkiewicz

License no.: 12232

3.2 Financial statements for the period from 1 January 2014 to 31 December 2014

The Issuer's individual financial statements for the period from 1 January 2014 to 31 December 2014 were examined by:

Audit firm: PKF Consult Sp. z o. o.

License no.: 477

Registered office: Okrzycka 6 lok. 1B, 02-692 Warsaw, Poland

Responsible person: Cezary Bąkiewicz

License no.: 12232

4. Risk Factors

The risk factors are included on pages 11-14 of this Prospectus under the chapter Risk Factors Related to the Business of the Issuer.

5. Recent Events Related to Issuer's Solvency

As of the end of 2014 the Issuer had PLN 24,650 of cash in its bank account. In July 2015 Issuer received PLN 27 million of dividend from ABC Data.

There is no overdue trade receivables and no provisions for bad debts. The net loss of 2014 in the amount of PLN 42,511,514 is due to the short term changes of a market value of ABC Data shares. The Issuer´s view is that the market value of ABC Data shares is not in line with the fair value and currently market undervalues the shares. In the Issuer's opinion, there is potential for market price to go up in near future, especially due to the fact that ABC Data pays regularly the dividend to its shareholders and that the new growth strategy has been implemented.

Furthermore the Issuer does not have any long-term liabilities and does not have any borrowings which would generate interest charges. All financial liabilities are associated with transactions of acquisition of shares of ABC Data which are transactions between Issuer's related entities.

6. Business Overview

6.1 Principal Activities

The Issuer was incorporated as a special purpose vehicle and its main business activity is owning shares in other companies or businesses. The Issuer does not produce any goods and does not provide any services outside its scope of business. The Issuer has made a significant investment in Polish company ABC Data, listed on Warsaw Stock Exchange. ABC Data is a leading IT hardware distributor in Central and Eastern Europe (CEE). It is the only company in the industry that managed to build a strong presence in eight CEE countries, with direct business operations in Poland, the Czech Republic, Slovakia, Romania, Lithuania, Latvia, Estonia and Hungary. With over 20 years of experience in the distribution of computer hardware, software and consumer electronics, the ABC Data Group has been able to create the most comprehensive portfolio on the market, comprising 56,000 products from over 300 leading suppliers.

The Issuer does not rule out the acquisition of holdings in other companies or businesses, but it will depend on macroeconomic and political conditions, perspective regarding the trend in capital markets and the attractiveness of business ideas under consideration.

6.2 Competitive Position and Markets

The Issuer´s development is closely connected with the possibilities of making new investments in promising and technologically advanced business projects. The market shows the growth of competition from others. We are not able to exclude the risk of increased competition from existing operators or new entrants financially strong and prestigious foreign entities. The Issuer addresses this risk considering investment projects in new and perspective markets where the competition is smaller and from different geographies.

7. Simplified Organisational Structure as of 29 February 2016

TOMASZ CZECHOWICZ OTHER SHAREHOLDERS

99.85 % shares CEZARY SMORSZCZEWSKI

ALTERNATIVE 2.31 % shares 37.81 % INVESTMENT PARTNERS 36,16 % SP. Z O.O. 15,52 %

50.93 % shares

10.51 % PEManagers GUARANTOR

100 % 100 % shares

MCI TFI (Fund/Sub-fund INDIVIDUAL INVESTORS MCI FM manager)

investment certificates Institutions Individuals 63.77 %

Investment 6.73 % 93.27 % 0.72 % Fund certificates

35.51 %

Sub-fund MCI.EuroVentures Sub-fund MCI.TechVentures 1.0 1.0

100% shares 100% shares 100% shares

General Partner Issuer Alfanor (representing the Issuer)

61.52 % shares 24.18 % shares

ABC Data Indeks

Sub-fund MCI.EuroVentures 1.0. holds 100% of shares in the Issuer. Sub-fund MCI.EuroVentures 1.0. also holds 100% of shares in Alfanor.

Sub-fund MCI.EuroVentures 1.0. is one of two sub-funds (the other one being Sub-fund MCI.TechVentures 1.0) that have been separated in the Fund. Pursuant to the provisions of the Act on Investment Funds, sub- funds separated from investment funds do not have legal personality. Only investment funds have legal personality. Nevertheless, sub-funds have separate assets. Any liabilities arising from particular sub-funds encumber only the sub-funds.

The Fund is managed by MCI TFI, which is also the Fund's body empowered, without limitation, to represent the Fund in relations with third parties. MCI TFI is an investment fund company operating under a permission of the PFSA. According to article 4(4) of the Act on Investment Funds, the Fund is not a subsidiary of the investment fund company which manages it (MCI TFI in this case).

Sub-fund MCI.EuroVentures 1.0. also holds 100% of the General Partner's shares. According to the Polish law, the body empowered to represent the limited joint-stock partnership (as the Issuer) is it's general partner, thus the General Partner is the entity empowered to represent the Issuer. The General Partner operates under Polish law in a form of limited liability company. Pursuant to the Commercial Companies Code, the management board shall manage the affairs of the limited liability company and represent such company, thus the General Partner acts through the General Partner's Management Board. The Issuer is thus a member of the capital group whose parent is the Fund. Alfanor belongs to the same capital group as the Issuer. The Sub-Funds (including Sub-fund MCI. EuroVentures 1.0.) also hold shares in other entities and have other subsidiaries, not mentioned above, and, due to the fact that, pursuant to article 280 et seq. of the Act on Investment Funds, the information on investment funds' deposits is covered by professional secret, it has not been disclosed in this Prospectus. It should be noted that the information on the assets of the Fund and of particular Sub-Funds is disclosed in the Fund's published financial statements (including the financial statements of individual Sub-Funds).The Issuer has a subsidiary, ABC Data, in which it holds 77,060,378 shares, representing in aggregate 61.52% of ABC Data's share capital. The Issuer has also 35% of total shares of Biotech Varsovia Pharma Spółka z ograniczona odpowiedzialnoscia w likwidacji with registered seat in Warsaw, a company of a total share capital of PLN 4,572,200 (Biotech). As of the date of this Prospectus, Biotech is in liquidation and does not conduct any business activity.

The Guarantor holds 100% of shares in MCI FM. As at 31 December 2015, MCI FM holds 93.27% of investment certificates connected with Sub-fund MCI.EuroVentures 1.0. According to article 4, section 4, of the Act on Investment Funds, the Fund is not a subsidiary of any entities holding, directly or indirectly, the majority of voting rights in the Fund's bodies (Guarantor or entities belonging to the Guarantor's Group in this case). Thus, the Issuer is not a subsidiary of the Guarantor or a member of the Guarantor's Group. According to the IFRS, the Guarantor does not control the Fund nor the Issuer.

There are no relationships between the Issuer and other members of the Issuer's group resulting from the cumulative loss which, in accordance to the financial statement of the Issuer for the period from 1 January 2014 to 31 December 2014, exceeded the sum of the Issuer's supplementary and reserve capital and one-third of its share capital, other than equity interest relationships within the Issuer's Group (as described above) and the Issuer's dependence on the opportunities to obtain enough funds or loans from the Issuer's Group companies in order to repay the Issuer's opportunities. However this dependence is intended to be mitigated by the Issuer's Group by implementing the optimization in scope of the Issuer's liabilities structure. This should be also underlined that due to the fact that the Issuer holds a majority stake in ABC Data, the Issuer has a decisive impact on any payments made by ABC Data to its shareholders.

8. Trend Information

The Issuer is not aware of any material adverse change in the prospects of the Issuer since 31 December 2014.

The Issuer is not aware of any trends, obligations or events that might have a significant impact on the prospects of the Issuer for the subsequent accounting period.

9. Profit Forecasts or Estimates

The Issuer did not make a profit forecast or estimate.

10. Administrative, Management, and Supervisory Bodies

10.1 The General Partner

The General Partner is the entity authorised to represent the Issuer. The body empowered to represent the General Partner is the General Partner's Management Board. The General Partner's Management Board currently consists of four members. Members of the General Partner´s Management Board were not entrusted with any particular functions within the scope of their duties as members of the General Partner´s Management Board. The General Partner's shareholders' meeting is empowered to elect members of the General Partner's Management Board. Legal acts on behalf of the General Partner may be made: (i) if the Management Board composed of one person - by the President of the General Partner's Management Board individually; (ii) if the Management Board Composed of more than one person (current situation) – by two members of the General Partner's Management Board acting jointly or one member of the General Partner's Management Board acting jointly with the holder of the commercial power of attorney. As of the date of this Prospectus, the General Partner's Management Board consists of the following members:

(a) Tomasz Czechowicz – President of the General Partner's Management Board

He holds a Master of Science in Business Management degree granted by the Academy of Economics in Wrocław in 1997. He also completed post-graduate studies in management organized by the Warsaw School of Economics in 1998. Also in 1998, he was granted an MBA degree by the Minnesota University. In 1994, he was granted an engineering degree in Manufacturing Organization by the Wrocław Technical University.

He has gained his professional experience in the following entities: JTT-Computer S.A., MCI Capital S.A., Geewa a.s., Invia.cz a.s., Frisco.pl S.A., European Institute of Technology and Innovation, KupiVIP Holding, Windeln.de, Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş. and Giełda Papierów Wartościowych w Warszawie S.A. (GPW).

Since July 2012 he has been on the General Partner's Management Board. As part of his function at the General Partner he conducts activities provided for the General Partner's Management Board members by the General Partner's articles of association.

The place of Tomasz Czechowicz's work is the Guarantor (ul. Emilii Plater 53, 00-113 Warsaw, Poland) and PEManagers (Rondo ONZ 1, 00-124 Warsaw, Poland), where he is vice president of the management board.

Except for his function at the General Partner, Tomasz Czechowicz performs the following functions which could be of relevance for the Issuer:

 ABC Data's supervisory board member (since 2007, on and off);

 vice president of ABCD Management S.A.'s management board (since 2012);

 president of Alternative Investment Partners sp. z o.o.'s management board (since 2010);

 president of DI Roberto sp. z o.o.'s management board (since 2013);

 Frisco S.A.'s supervisory board member (since 2012);

 Grupa Wirtualna Polska sp. z o.o.'s supervisory board member (since 2014);

 president of MCI Asset Management sp. z o.o.'s management board (since 2013);

 vice president (former member) of MCI TFI's management board (since 2007);

 president of MCI FM's management board (since 2007);

 president of the management board of MCI Venture Projects sp. z o.o. (since 2012);

 MORELE.NET sp. z o.o.'s supervisory board member (since 2012);

 Wirtualna Polska Holdings S.A.'s supervisory board member (since 2014);

 Private Equity Managers S.A.'s management board member (since 2012).

Except for his function at the General Partner, Tomasz Czechowicz does not perform any functions, other than those mentioned above, which could be of any relevance for the Issuer.

(b) Wojciech Marcińczyk – member of the General Partner's Management Board

He holds a Master of Science in Engineering degree granted in 1994 by the Warsaw Technical University and a Master's degree in accounting and finance granted in 1999 by the Warsaw University. He is a Fellowship member of the ACCA and he was granted a Master of Business Administration (MBA) degree by the Illinois University.

He has gained his professional experience in the following entities: E-TELBANK sp. z o.o., EXATEL S.A., NIEZALEŻNY OPERATOR MIĘDZYSTREFOWY sp. z o.o., BILLBIRD S.A., DELOITTE BUSINESS CONSULTING S.A. and POLSKA TELEFONIA CYFROWA sp. z o.o.

Since July 2012 he has been the General Partner's Management Board member. As part of his function at the General Partner he conducts activities provided for the General Partner's Management Board members by the General Partner's articles of association.

The place of Wojciech Marcińczyk's work is the Guarantor (ul. Emilii Plater 53, 00-113 Warsaw, Poland) and MCI Fund Management spółka z ograniczoną odpowiedzialnością MCI.PrivateVentures S.K.A (ul. Emilii Plater 53, 00-113 Warsaw, Poland).

Except for his function at the General Partner, Wojciech Marcińczyk does not perform any functions, other than those mentioned above, which could be of any relevance for the Issuer.

He holds a Master of Engineering degree granted in 1991 by the Department of Sanitary and Water Engineering of the Warsaw Technical University and a Master of Law degree granted in 1992 by the Warsaw University. In 1997, he was granted a Master of Business Administration (MBA) degree by the Chicago University, USA. He has completed the following course and trainings:

Credit Derivatives and Structured Finance, Merrill Lynch, New York (1996);

Post-graduate studies in International Commercial Law, European University, Turin, Italy (1993).

He has gained his professional experience in the following entities: Private Equity Managers S.A., MCI Capital S.A., Alior Bank S.A., DZS Cezary Smorszczewski, Polski Koncern Naftowy ORLEN S.A., Bank Polska Kasa Opieki S.A, Institute of International Private and Commercial Law at the Faculty of Law and Administration of the Warsaw University and Bank Handlowy S.A.

Since April 2014 he has been the General Partner's Management Board member. As part of his function at the General Partner he conducts activities provided for the General Partner's Management Board members by the General Partner's articles of association.

The place of Cezary Smorszczewski's work is PEManagers (Rondo ONZ 1, 00-124 Warsaw, Poland), where he is president of the management board.

Except for his function at the General Partner, Cezary Smorszczewski does not perform any functions, other than those mentioned above, which could be of any relevance for the Issuer.

(d) Ewa Ogryczak – the General Partner's Management Board member

She holds a Master's degree granted in 2003 by the Warsaw School of Economics.

She has gained her professional experience in the following entities: KPMG Audyt sp. z o.o., PKF Consult sp. z o. o., OGRYCZAK&OGRYCZAK sp.j. and Private Equity Managers S.A.

Since August 2014 she has been the General Partner's Management Board member. As part of her function at the General Partner she conducts activities provided for General Partner's Management Board members by the General Partner's articles of association.

The place of Ewa Ogryczak's work is the Guarantor (ul. Emilii Plater 53, 00-113 Warsaw, Poland).

Except for her function at the General Partner, Ewa Ogryczak does not perform any functions, other than those mentioned above, which could be of any relevance for the Issuer.

10.2 Supervisory and Administrative Bodies

The Issuer does not have any supervisory or administrative bodies.

10.3 Management Board Conflicts of Interests

Neither the Issuer nor the General Partner is aware of any potential conflict of interests of persons representing the General Partner's Management Board between any of their duties to the Issuer and their private interests. According to representations submitted by each member of the General Partner's Management Board, with respect to any of these persons there is no conflict of interest or potential conflict of interest between these persons' duties to the Issuer and their private interests or other duties.

11. The Sole Shareholder

Sub-fund MCI.EuroVentures 1.0. holds 100% of shares in the Issuer.

As of 31 December 2015, MCI FM (a Guarantor's subsidiary) holds 93.72% of investment certificates connected with Sub-fund MCI.EuroVentures 1.0.

The General Partner is the entity empowered to represent the Issuer. The persons empowered to represent the General Partner are the General Partner's Management Board members. Sub-fund MCI.EuroVentures 1.0. holds 100% of shares in the General Partner.

There are no arrangements, currently known to the Issuer, the operation of which may, at a subsequent date, result in a change of control of the Issuer. To the extent known to the Issuer, there are no measures in place to ensure that the control of the Issuer is not abused.

12. Financial Information Concerning the Issuer's Assets and Liabilities, Financial Position and Profits and Losses

12.1 Historical Financial Information

The following financial information with the respective auditor's opinions is incorporated by reference to this Prospectus (see chapter Information Incorporated by Reference):

(a) Audited financial statement of the Issuer for the year ended 31 December 2014, prepared in accordance with the IFRS (the said financial statement was prepared exclusively for the purposes of this Prospectus; it should be noted that the Issuer had no obligation under the Polish law to prepare financial statement for such period and have it prepared in accordance with the IFRS and audited; however, in order to provide the same format of the financial data as provided by the Guarantor and Alfanor, the Issuer decided to prepare such financial statement);

(b) Auditor's opinion in respect of the financial statements of the Issuer for the year ended 31 December 2014;

(c) Audited financial statement of the Issuer for the year ended 31 December 2013, prepared in accordance with the IFRS (the said financial statement was prepared exclusively for the purposes of this Prospectus; it should be noted that the Issuer had no obligation under the Polish law to prepare financial statement for such period and have it prepared in accordance with the IFRS and audited; however, in order to provide the same format of the financial data as provided by the Guarantor and Alfanor, the Issuer decided to prepare such financial statement); and

(d) Auditor's opinion in respect of the financial statements of the Issuer for the year ended 31 December 2013.

12.2 Information about the basis for preparation of the financial statements of the Issuer

The annual financial statements have been prepared in accordance with the laws binding in the Republic of Poland and with International Financial Reporting Standards (IFRS), as well as the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) adopted by the European Union.

The Issuer does not prepare consolidated financial statements as there are no subsidiaries that would be subject to consolidation and the Issuer meets the definition of an investment entity in accordance with IFRS 10:27. The Issuer complies with all of the four typical characteristics of an investment entity as it (i) has more than one investment, (ii) has more than one investor, (iii) has investors that are not related parties of the Issuer and (iv) has ownership interests in the form of equity or similar investments. According to IFRS 10:31, when an entity meets the definition of an investment entity, it does not consolidate its subsidiaries and instead needs to measure an investment in a subsidiary at fair value through profit or loss account.

The Issuer will not prepare consolidated financial statements for the business year ended 31 October 2015. For the purposes of this Prospectus and for a better comparability, the Issuer decided to prepare the financial statements for the years ended 31 December 2014 and 31 December 2013, which were prepared in accordance with the IFRS and audited. Preparation of the abovementioned financial statement was not statutory under the Polish law.

12.3 Selected Historical Financial Information

(a) Statement of profit or loss and statement of other comprehensive income

For the period from 1 January 2014 to 31 December 2014 and the period from 4 November 2013 to 31 December 2013 in PLN:

4.11.2013 - Statement of profit and loss 31.12.2014 31.12.2013 Profit before income tax (42,511,514) (100) Profit for the period (42,511,514) (100) Earnings per share for the annual period (in PLN per share) - basic (850) (0) - diluted (850) (0) TOTAL COMPREHENSIVE INCOME (42,511,514) (100)

(b) Statement of Financial Position

For the year ended 31 December 2014 and the year ended 31 December 2013 in PLN:

4.11.2013 - Statement of financial position 31.12.2014 31.12.2013 Non-current assets 317,226 - Current assets 262,030,085 49,901 Total assets 262,347,312 49,901 Equity (42,461,613) 49,901 Current liabilities 304,808,924 TOTAL EQUITY AND LIABILITIES 262,347,312 49,901

For the period from 1 January 2014 to 31 December 2014 and the period from 4 November 2013 to 31 December 2013 in PLN:

4.11.2013 - Statement of cash flow 31.12.2014 31.12.2013 Net cash generated from operating activities (9,742) (100) Net cash used in investing activities (15,529) - Net cash used in financing activities - 50,001 Total net cash flow (25,271) 49,901 Cash and cash equivalents at beginning of the period 49,901 - CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 24,630 49,901

12.4 The auditor's opinion to the the financial statement of the Issuer for the period from 1 January 2014 to 31 December 2014

According to the auditor's opinion to the financial statement of the Issuer for the period from 1 January 2014 to 31 December 2014:

“We believe that the audit evidence we have obtained is sufficient and appropriate to issue the report.

In our opinion, the accompanying special purpose financial statements of MCI VP VI are prepared in accordance with the rules applied by MCI VP VI and disclosed in the notes to the special purpose financial statements and present a true and fair view of the statement of profit or loss and other comprehensive income for the financial year from 1 January 2014 to 31 December 2014, statement of financial position as at 31 December 2014, statement of changes in shareholders equity and the cash flow statement for the financial year from 1 January 2014 to 31 December 2014 of MCI VP VI.

Without qualifying our conclusion, we draw your attention to the fact that the cumulative losses as of the date 31 December 2014 in the amount of 42 511 614 PLN exceeded the sum of supplementary capital and reserve capital and one-third of share capital. If the balance sheet prepared as at 31 October 2015, still will

present cumulative losses exceeding the sum of supplementary and reserves capital and one-third of the share capital that based on Article 397 of Polish Commercial Companies Code, the Board will be obliged to immediately convene a General Meeting in order to take a resolution regarding Company's further existence as going concern.”

12.5 Legal and Arbitration Proceedings

The Issuer does not conduct any judicial, administrative or arbitration proceedings and has not conducted such proceedings in the period of past 12 months, which, in the Issuer's best opinion, could have/had in the past 12 months material impact on the financial situation and/or profitability of the Issuer.

12.6 Significant Change in the Issuer's Financial or Trading Position

On 16 February 2015 the Issuer entered into a non-revolving multicurrency loan agreement with Raiffeisen Bank Polska Spółka Akcyjna. The loan in total amount of PLN30 million is to be repaid on 31 March 2018. The interest rate is based on the WIBOR 1M plus bank's margin at 3 p.p. WIBOR 1M means one month Warsaw Interbank Offer Rate.

On 20 April 2015 the Issuer issued a bill of exchange to MCI Venture Projects Spółka z ograniczoną odpowiedzialnością X Spółka Komandytowo-Akcyjna with its seat in Warsaw, with maturity 6 months, in the amount of PLN350,000, at interest rate 3.7 per cent. p.a.

The Issuer intends to transfer majority of ABC Data shares that are not subject to Initial Polish Pledge to an entity owned by the Sub-Fund MCI.Euro Ventures 1.0.

13. Additional Information

13.1 Share Capital

The Issuer's share capital is PLN50,000 and is divided into 50,000 (fifty thousand) equal series A ordinary registered shares with the nominal value of PLN 1 each. The share capital has been paid up in full. The shares are not preference shares.

13.2 Foundation Documents and Articles of Association

Articles of Association: The valid wording of the Issuer's Articles of Association was approved by the sole shareholder acting as the General Meeting on 18 November 2013. The scope of the Issuer's activity, according to §5 of the Issuer's Articles of Association, includes:

(a) activities of holding companies;

(b) other financial service activities, except insurance and pension funding not elsewhere classified;

(d) buying and selling of own real estate;

(e) rental and operating of own or leased real estate;

(f) management of real estate on a fee or contract basis;

(g) activities of head offices and holding companies, excluding financial holding companies; and

(h) management consultancy. Foundation of the Issuer: The Issuer was founded by on the basis of a Deed of Foundation executed on 4 November 2013. The Issuer was incorporated on 14 November 2013. Deed of foundation: The Issuer has been founded in compliance with the laws of the Republic of Poland, i.e. the Polish Code of Commercial Partnerships and Companies effective as at the day of foundation. The Deed of Foundation is filed in the District Court for capital city of Warsaw, Commercial Division XII. Line of business: The Issuer's line of business is specified in Article 5 point 1 of the Issuer's Articles of Association.

14. Material Contracts

(a) ABC Data share purchase agreements

Agreements considered to be material are the agreements concluded by the Issuer, the value of which exceeded 10% of the Issuer's assets as at 31 December 2014, i.e., PLN26,234,731.20 and those which, in the Issuer's opinion, due to their specific subject matter or character, may be relevant for the Issuer's business activity and financial standing.

The first ABC Data share purchase agreement was entered into on 26 September 2014 between MCI Venture Projects spółka z ograniczoną odpowiedzialnością spółka jawna (MCI VP sp.j.) as the seller and the Issuer as the purchaser (the First SPA).

By the First SPA MCI VP sp.j. sold 25,685,000 of the ABC Data shares (the First ABC Data Shares) to the Issuer for the total price of PLN103,767,400, i.e., PLN4.04 per share, payable by 31 December 2015. As of the date of this Prospectus, the price for the First ABC Data Shares has not been paid.

The second ABC Data share purchase agreement was entered into on 12 December 2014 between ABCD Management spółka z ograniczoną odpowiedzialnością spółka jawna (ABCD Management) as the seller and the Issuer as the purchaser (the Second SPA).

By the Second SPA ABCD Management sold 4,700,000 of the ABC Data shares (the Second ABC Data Shares) to the Issuer for the total price of PLN18,377,000, i.e., PLN 3.91 per share, payable by 31 December 2015. As of the date of this Prospectus, the price for the Second ABC Data Shares has not been paid.

The third ABC Data share purchase agreement was entered into on 23 December 2014 between ABCD Management as the seller and the Issuer as the purchaser (the Third SPA).

By the Third SPA ABCD Management sold 46,675,378 of the ABC Data shares (the Third ABC Data Shares) to the Issuer for the total price of PLN181,100,466.64, i.e., PLN3.88 per share, payable by 31

December 2015. As of the date of this Prospectus, the price for the Third ABC Data Shares has not been paid.

On 29 December 2015 the Issuer concluded additional agreements on the basis of which the date of payment of the sale price for ABC Data shares agreed in First SPA, Second SPA and Third SPA was changed to 30 April 2016.

On 25 January 2016 the Issuer concluded annexes to the abovementioned sale agreements with the sellers of ABC Data shares (ABCD Management sp. j. and MCI Venture Projects sp. j., also owned by the Sub-fund MCI.EuroVentures 1.0.), on the basis of which these sellers of ABC Data shares under the First SPA, Second SPA and Third SPA waived their right to withdraw from these agreements if the Issuer fails to pay the sale price before the settlement date.

(b) Credit agreement executed on 16 February 2015 As of the date of this Prospectus, the facility under the Credit Agreement has not been drawn by the Issuer in any amount. On 16 February 2015, a credit agreement was concluded between the Issuer and Raiffeisen Bank Polska Spółka Akcyjna (the Bank) (the Credit Agreement). The Credit Agreement was modified by an annex dated 2 April 2015. The Credit Agreement contains standard provisions applicable to the credit agreements on the Polish market. Based on the Credit Agreement, the Bank granted to the Issuer a non-revolving credit of up to the amount of PLN 30,000,000. The interest rate on the facility is equal to the WIBOR1M for the PLN deposits plus 3,0 percentage points. The purpose of the facility was to finance/refinance capital investments. The facility can be used by the Issuer gradually during the period until 31 March 2018, which is the final repayment day. The Credit Agreement includes the conditions which must be fulfilled before utilization of the facility. The Credit Agreement is secured by: (a) Pledge agreement executed on 16 February 2015 (as described below in details); (b) Corporate guarantee to the amount of PLN 45,000,000 issued by the Guarantor (the Corporate Guarantee). The Corporate Guarantee is valid at least 6 months longer than the final repayment day of the credit under the Credit Agreement; (c) Account of credit servicing – special bank account, created under a separate agreement about establishing a reserve of credit servicing concluded on 16 February 2015, on which the funds in amount of 6-month interest payments i.e. in amount of PLN 850.000 shall be collected; and (d) Power of attorney to the Issuer's current bank account and to the others Issuer's accounts kept by the Bank. The Credit Agreement contains the provisions under which the additional security of the credit facility may be required if the value of the ABC Data share subject to security under the financial pledge drops below the indicated level and consequences of failure to provide such additional security, including in particular Bank's right to sell the ABC Data shares subject to such security or terminate the Credit Agreement. The Issuer shall repay the facility under the Credit Agreement in 4 installments, payable on 30 September 2016, 31 March 2017, 30 September 2017 and on the final repayment day, i.e. 31 March 2018. Under provisions of the Credit Agreement, the Issuer has declared, that it submits to execution in the manner specified in article 97 of the Banking Law (Journal of Laws 2015, item 128, as amended), to the total amount of the current liability including interests and the other costs, however to the amount not higher than PLN 45,000,000. The Bank is entitled issue a bank enforcement title to the amount up to PLN 45,000,000. According to the Credit Agreement, the Bank may apply for an enforcement clause of the bank enforcement title until 31 March 2021. If the event of default listed in the Credit Agreement occurs, the Bank is entitled in particular to terminate the Credit Agreement in whole or in part with 30 days notice or - in the event of bankruptcy or threatening

bankruptcy of the Issuer - with 7 days notice. In this case, the Issuer will be obliged to repay the credit with due interest and all others costs, no later than the last business day after the termination period. The Credit Agreement has been considered material due to its subject matter and value.

(c) Pledge agreement executed on 16 February 2015 On 16 February 2015, a financial pledge agreement on shares was concluded between the Issuer and the Bank (the Pledge Agreement). The Pledge Agreement was amended by an annex dated 2 April 2015. The Pledge Agreement contains standard provisions applicable to the financial pledge agreements on the Polish market. The Pledge Agreement was concluded to secure the Bank's claims against the Issuer arising under the Credit Agreement described above (the Secured Claim). Under the Pledge Agreement, the Issuer was obliged to establish to the benefit of the Bank a financial pledge on 20,775,624 shares of the total nominal value of PLN 20,775,624 issued by ABC Data (Shares). For the purposes of the Pledge Agreement the parties thereof agreed that the total market value of the Shares amounts to PLN 75,000,000. According to the provisions of the Pledge Agreement, the Bank has the right to satisfy due Secured Claim, if the conditions specified in the Pledge Agreement are met, by: (a) coming into possession of the Shares, (b) selling the Shares in accordance with the procedure set out in the Pledge Agreement. As of the date of this Prospectus, the financial pledge under the Pledge Agreement has been established.

The agreement has been considered material due to its subject matter and value.

15. Third Party Information and Statement by Experts and Declarations of any Interest

The Prospectus does not include any representation or report, except for the auditors' opinions, of any person acting as an expert. Certain data stated herein have been obtained from third parties. Such data have been accurately replicated, to the Issuer's best knowledge and to the extent in which such data could be obtained from information published by a third party. No facts have been omitted that would render the abovementioned data inaccurate or misleading.

Auditor's opinion on financial statements of the Issuer for the the period from 4 November 2013 to 31 December 2013 has been prepared by the:

Audit firm: PKF Consult Sp. z o. o.

License no.: 477

Registered office: Okrzycka 6 lok. 1B, 02-692 Warsaw, Poland

Responsible person: Cezary Bąkiewicz

License no.: 12232

Auditor's opinion on financial statements of the Issuer for the period from 1 January 2014 to 31 December 2014 has been prepared by the:

Audit firm: PKF Consult Sp. z o. o.

License no.: 477

Registered office: Okrzycka 6 lok. 1B, 02-692 Warsaw, Poland

Responsible person: Cezary Bąkiewicz

License no.: 12232

To the extent known to the Issuer, the abovementioned entities have no material interest in the Issuer.

16. Documents on Display

The audited financial statements of the Issuer and auditor's opinions thereof, are, available for inspection during the standard working hours, upon request at the Issuer's registered office, and on the Issuer's website www.privateequitymanagers.pl/mci-euroventures-1-0/#mci-vp-vi-ska.

Any annual reports are available at the same place. Any other documents and materials specified herein and relating to the Issuer, including any past financial data of the Issuer and its subsidiaries for each of the two financial years prior to the publication of this Prospectus, and the Issuer's Articles of Association and are also available for inspection at the Issuer's registered office.

Any documents specified in this section will be available at the aforementioned locations until the expiration of this Prospectus.

INFORMATION ABOUT THE GUARANTOR

1. General information about the Guarantor

Legal (statutory) name: MCI Capital Spółka akcyjna

Legal form: joint stock company

Registered office: Warsaw

Country of registered office: Poland

Address: ul. Emilii Plater 53, 00-113 Warsaw

Country of incorporation: Poland

Telephone no: (+48) 22 540 73 80

Fax: (+48) 22 540 73 81

Website address: www.mci.pl

E-mail address: [email protected]

KRS (National Court Register): 0000004542

REGON number: 932038308

NIP number: 8992296521

2. Incorporation and History of the Guarantor

The Guarantor was established under a founding deed of a joint stock company on 16 July 1999, under the name MCI Management Spółka akcyjna.

On 17 November 2015 Guarantor's Extraodrinary General Meeting adopted a resolution regarding a change of the Guarantor's name from MCI Management Spółka akcyjna into MCI Capital Spółka akcyjna. The change of the name of the Guarantor became effective from the day of registration of this change by the registry court, i.e. from 2 December 2015.

In business transactions the Guarantor may use the abbreviated form of its name: MCI Capital S.A. and its distinguishing graphic sign, as well as translations of its name into foreign languages.

The Guarantor was registered by the District Court for Wrocław-Fabryczna, VI Commercial Registry Division, on 21 July 1999, in the Commercial Register under the number in Wrocław RHB 8752. Following the formation of the National Court Register, the Guarantor was entered into the Register of Business Entities on 28 March 2001, by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register under the number KRS 0000004542, under the name MCI Management S.A. As of the date of this Prospectus the Guarantor is entered into the Register of Business Entities kept by the District Court for Warsaw in Warsaw XII Commercial Division of the National Court Register under the name MCI Capital S.A.

The Guarantor was established for an indefinite time.

The Guarantor operates under the laws of Poland, including, in particular the Commercial Companies Code, the Guarantor's Articles of Association, as well as the Guarantor's other internal regulations.

The following events in the development of the Guarantor's business activity have been relevant up-to-date:

The Guarantor was established, incorporated and started business operations in July 1999. In 2000, the Guarantor conducted its first public offering. The funds raised in that offering in the amount of PLN24,200,000 were used in full for capital investments and the Guarantor's development in the subsequent years of its operation. The Guarantor's shares started to be listed on the GPW in January 2001.

In the years 1999-2002, the Guarantor made many capital investments in the IT, Internet and e-commerce sector, forming the Guarantor's capital group. In the years 2002-2003 it made its first capital investments in the mobile technology sector.

In September 2004, the Guarantor conducted the first public issue of bonds convertible into shares. As a result of the sale of 1,670 convertible bonds, PLN10,200,000 was raised. The funds were used for the Guarantor's further investments.

In 2005, the Guarantor's portfolio company conducted the first public offering of an e-commerce company on the Polish market, listing the shares of Travelplanet.pl S.A. on the GPW.

In 2006, the Guarantor made its first foreign investment, acquiring shares in a Czech company called Retail Info s.r.o. In the same year, the Guarantor established MCI TFI, preparing the Guarantor's capital group for starting activity in the area of establishing and managing investment funds.

In 2007, the Guarantor made its first investment in the biotechnology sector, acquiring shares in Finepharm Sp. z o.o. Further, two members of the Guarantor's capital group, i.e., S4E S.A. and Digital Avenue S.A., debuted on the stock exchange. Both companies debuted on NewConnect, the GPW's new alternative market. In October 2007, the Guarantor made investment on a new foreign market by acquiring shares in a Bulgarian company called Nexcom. At the same time, the Guarantor conducted a successful PLN50,000,000 two-year bond issue. The funds raised from the issue were used for investment within the Guarantor's Group. In December 2007, MCI TFI was granted permission by the PFSA to carry out activity consisting of establishing and managing investment funds. In this way, the Guarantor's operating model started to change and the Guarantor's new formula and operating structure started to be introduced. As part of those changes, MCI TFI became a management entity of private equity investment funds. The Guarantor also started the procedure of transferring its shareholdings in portfolio companies to Sub-fund MCI.TechVentures 1.0 and Sub-fund MCI.EuroVentures 1.0 operating within the Fund, in return for the Sub-Funds' investment certificates and made its first buy-out, acquiring shares in ABC Data. It was the largest investment in terms of value in the Guarantor's history.

In January 2008, MCI TFI started the process of establishing a new investment fund under the name Helix Ventures Partners FIZ by filing a relevant application with the PFSA. The Helix Ventures Partners FIZ fund started to operate in May 2009. In the end of the year, the process of transferring the Guarantor's shareholdings in portfolio companies to MCI PrivateVentures S.K.A. (MCI FM subsidiary), and, ultimately, to the Sub-Funds operating within the Fund, started.

In 2009, MCI TFI jointly with the Robert Nejman management team established a new specialist investment fund: MCI Gandalf Aktywnej Alokacji SFIO and started distributing the investment certificates of Sub-fund MCI.TechVentures 1.0. to investors from outside the Guarantor's Group. In August 2009, a total exit was made from Bankier.pl S.A. through its sale to a strategic investor. The Guarantor also conducted a successful PLN50,000,000 private placement of the series B three-year bonds convertible into shares maturing on 10 September 2012. In October 2009, the bonds debuted on the Catalyst bond market. These bonds were the first corporate bonds listed on the new Alternative Trading System (ASO) run by the GPW on the Catalyst (retail trading area).

In 2010, the Guarantor made a total exit from S4E S.A. and One-2-One S.A. In June 2010, ABC Data, the most important portfolio company of the investment funds managed by MCI TFI, whose shares were also held by the Guarantor, deputed on the stock exchange and at the same time, MCI TFI, together with IIF Group S.A. and Krajowy Fundusz Kapitałowy S.A., signed an agreement establishing a new investment fund, Internet Ventures, which was to operate within the FIZ structure. The Internet Ventures fund was to operate in the high-tech area with investment funds totaling PLN100,000,000. In July 2010, series E ordinary bearer bonds were issued, which made it possible for the Guarantor to raise PLN27,450,000. The bonds were offered in a private placement. The nominal value of one bond was PLN1,000. The bonds were not secured. The bond maturity date was 28 June 2013.

Helix Ventures Partners FIZ, represented by MCI TFI, signed an agreement whereby the Fund was to invest its funds in the eBroker.pl project, a financial comparison engine and it also made its first investment in mSejf Sp. z o.o., a Software as a type of service, enabling the creation of back-up copies of online data and simple and quick data recovery in case of loss Helix Ventures Partners FIZ. In the end of the year, Helix Ventures Partners FIZ invested PLN1,500,000 in SerwisPrawa.pl, an internet portal set up for those seeking legal information and advise on a daily basis, especially in the areas of law relating to individuals and businesses.

In September 2010, MCI.BioVentures FIZ invested in ART. CASCO Sp. z o.o., a start-up company which was to offer innovative health insurance. The innovative nature of the project consisted of combining insurance and banking services, which was to give the clients an opportunity to use every medical facility and hospital in Poland. At the same time, Sub-fund MCI.TechVentures 1.0 signed an investment agreement with Netretail Holding B.V., a company running MALL.CZ, operating on the Czech e-commerce market. The investment was made jointly with Intel Capital. Sub-fund MCI.TechVentures 1.0 and Intel invested jointly EUR10,000,000.

In December 2010, MCI TFI, on behalf of the MCI.BioVentures FIZ fund, signed an investment agreement with Biotech, a company developing and launching innovative niche dietary supplements. It also established a new investment fund under the name MCI.ImmoVentures FIZ.

In December 2010, the Guarantor's Extraordinary General Meeting approved the Guarantor's Group development plan proposed by the Guarantor's Management Board. The new organizational structure was to make it possible to recognize the goodwill of the company and the management teams by separating the Guarantor's fund management business from its investment business and to combine income from management services with operating costs, which was to strengthen cost control and evaluation of management efficiency. The first stage of the project was undertaken still in 2010 and consisted of contributing the asset management services, i.e., management and consultancy agreements related to the managed funds, to the new company. The teams managing individual funds were also transferred. As a result, the Guarantor has remained an ultimate investor owning the assets invested in individual funds (through the investment certificates held in individual FIZes); it was to be the fund of funds (FOF) type of investment activity. A large group of investors investing on the private equity/venture capital market through the Guarantor's Group (holders of investment certificates in this case) started to include individual investors (banking sales channels), public institutions (such as Krajowy Fundusz Kapitałowy S.A. or pension funds), and also other FOFs, including the Guarantor.

At the beginning of 2011, the Guarantor's registered office was moved from Wrocław to Warsaw. In March 2011, Internet Ventures FIZ was registered and started its operating activity. At the same time, Helix Ventures Partners FIZ invested PLN3,500,000 in Air Ventures Polska S.A., a company offering the first and only Polish aircraft co-ownership program under the name Sky Share addressed mainly to business clients. Also, the series F ordinary bearer bonds were issued, which made it possible for the Guarantor to raise PLN35,350,000. The bonds were offered in a private placement. The nominal value of one bond was PLN1,000. The bonds were not secured. The maturity date was 31 March 2014.

On 17 January 2013, the Court of Appeal in Wrocław, I Civil Division, in a suit brought by the Guarantor against the State Treasury – the Head of the Treasury Control Office in Wrocław, validly adjudged PLN

28,821,828.20 plus statutory interest from 8 June 2006, until the date of payment from the State Treasury to the Guarantor. The amount was adjudged as compensation for the damage incurred by the Guarantor in connection with the loss of value of the shares held by the Guarantor in JTT Computer S.A. which was brought to bankruptcy as a result of wrong decisions made by tax authorities in violation of the law. The aforementioned ruling was overruled by Supreme Court on 26 March 2014. At present the claim of the Guarantor against State Treasury is still being heard by Court of Appeal in Wrocław.

On 25 April 2012, the Guarantor's Supervisory Board adopted an incentive scheme for some members of the Guarantor's Management Board, and, therefore, on 5 June 2012, the Guarantor's Ordinary General Meeting adopted a resolution regarding a conditional increase in the share capital by PLN400,000.

In September 2012, the Guarantor repaid the principal in the amount of PLN22,500,000 plus statutory interest of PLN1,027,297.50 under the series B convertible bonds issued in 2009 and the Guarantor's Extraordinary General Meeting adopted a resolution regarding a conditional increase in the Guarantor's share capital. The Guarantor also granted a surety for the facility granted by Alior Bank S.A. to Sub-fund MCI.EuroVentures 1.0. by signing the "Declaration of submission to enforcement under the bank enforcement order" as security of the facility of PLN41,000,000 granted to Sub-fund MCI.EuroVentures 1.0. The bank may carry out enforcement under the enforcement order up to PLN82,000,000 within 24 months from the date of termination of the facility agreement.

In 2013, the Guarantor issued the PLN55,800,000 secured series H1 and H2 bearer bonds. It also made investment in Answear.com, the largest multi-brand fashion e-shop in Poland and Central and Eastern Europe offering more than 200 most popular international brands in the area of clothes, shoe wear, and accessories by acquiring 27% of shares in the company and made a partial exit from Invia.cz through the sale of a minority stake to Mezzanine Management and dividend payment (proceeds of some PLN28,000,000). In the end of the year, the Guarantor issued the PLN30,000,000 secured series H3 bearer bonds.

In 2014, a major personnel change was made at the Guarantor, i.e., Cezary Smorszczewski was appointed President of the Guarantor's Management Board. The previous President of the Guarantor's Management Board, Tomasz Czechowicz, was appointed Vice President of the Guarantor's Management Board responsible for investment activity in the Internet and high-tech sector and for the management of the existing investment portfolio. The appointment of Cezary Smorszczewski as President of the Guarantor's Management Board strengthened the Guarantor's buyout powers and its position on foreign markets, especially in Central and Eastern Europe. Mr. Smorszczewski also became a large shareholder in PEManagers and was to support the Guarantor in fund raising and the PEManagers IPO. Further, Ewa Ogryczak was appointed member of the Guarantor's Management Board and now acts as the Guarantor's Financial Director. On the same date, Wojciech Marcińczyk, Sylwester Janik, and Norbert Biedrzycki submitted their resignations as the Guarantor's Management Board members.

In March 2014, the Guarantor issued bonds convertible into series G1 shares with the maturity date on 21 March 2018 for PLN50,000,000 and at the same time it redeemed, as scheduled, the series F bonds for a total of PLN35,300,000. The aim of the issue was to finance current financial operations. In October 2014, it further issued the series I1 bonds with the maturity date on 17 October 2017, for PLN31,000,000.

The strategic project of the Guarantor's Group in 2014 was to separate the asset management company, PEManagers. That operation made it possible to raise additional capital which was used for new prospective investments. Following the settlement of the sale of shares, the Guarantor was left with a 10.25% direct shareholding in PEManagers. Sub-fund MCI.EuroVentures 1.0, in which the Guarantor holds a majority of investment certificates through its subsidiaries, was left with a 12.35% shareholding in PEManagers. In the first six months of 2014, the Guarantor lost control of its subsidiary, PEManagers, which remains a Guarantor's associate.

On 11 December 2015, the Guarantor issued 66,000 series J bonds of total nominal value PLN66,000,000 with the maturity date on 11 December 2018.

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On 10 March 2016 MCI.TechVentures 1.0. – a sub-fund of MCI.PrivateVentures closed-end fund, in which MCI Capital S.A. holds through its subsidiaries 63.77% of investment certificates sold its entire stake in Invia.cz, a.s. (i.e. 984,566 shares) in favor of Rockaway Travel SE. The amount of the transaction equaled to EUR55.9 million (ca. PLN241 million).

3. Responsible Auditors

3.1 Financial statements for the financial years ended 31 December 2015 and 31 December 2014

The Guarantor's individual financial statements for the financial years ended 31 December 2015 and 31 December 2014 and the Guarantor's capital group's consolidated financial statements for the financial year ended 31 December 2014 were audited by:

Audit firm: KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.

License no.: 3546

Registered office: ul. Inflancka 4A, 00-189 Warsaw, Poland

Responsible person: Ewa Jóźwik (license no. 11154) and Stacy Ligas

The entity to audit financial statements for the reporting period from 1 January to 31 December 2014 was selected by the Guarantor's Supervisory Board resolution dated 27 May 2014. The entity to audit financial statements for the reporting period from 1 January to 31 December 2015 was selected by the Guarantor's Supervisory Board resolution dated 13 March 2015.

3.2 Financial statements for the financial year ended 31 December 2013

The Guarantor's individual financial statements and the Guarantor's capital group's consolidated financial statements for the financial year ended 31 December 2013 were audited by:

Audit firm: PKF Consult Spółka z ograniczoną odpowiedzialnością

License no.: 477

Registered office: ul. Okrzycka 6, lok. 1B, 02-695 Warsaw, Poland

Responsible person: Ewa Ogryczak (license no. 11577)

The entity to audit financial statements for the reporting period from 1 January to 31 December 2013 was selected by the Guarantor's Supervisory Board resolution dated 28 June 2013.

3.3 Information on the auditor's resignation, dismissal or change

In the period covering the historic financial information there was a change of the auditor of the Guarantor's financial statements. The change was introduced on the basis of the new Guarantor's internal policy which assumed periodic changes of entities auditing the Guarantor's individual and consolidated financial statements to ensure a diversified assessment of the financial statements (i.e. made by more than one entity).

4. Risk Factors

The risk factors are included on pages 14-19 of this Prospectus under the chapter Risk Factors Related to the Guarantor and the Guarantor's Group.

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5. Recent Events Related to Guarantor's Solvency

The Guarantor's net profit for the first half of 2015 was PLN103 million. The Guarantor's net assets increased by 10% as compared to the end of 2014 and totalled PLN1.136 million. Hence, as at the 30 June 2015 the net asset value per share was PLN18.10, which was 50% above shares closing quotation on the Warsaw Stock Exchange as of that day.

On 3 June 2015 the Guarantor's Shareholders Meeting assembled and approved of the Guarantor's Financial Statements for 2014, of the Directors' Report for 2014 and of the Supervisory Board's report for 2014.

Due to experience and considerable network of contacts and partners the Guarantor has vast access to new investment projects. A very dynamic development of the internet sector - constituting the main segment of the Guarantor's interest - creates a number of investment opportunities. The MCI Group assess that with a day-to-day liquidity of PLN300 million in the MCI Group (cash and pre-approved loans) and consider the Guarantor to be privileged as compared to its competitors and will be able to use the market investment potential.

6. Business Overview

6.1 Principal Activities

Investments

Direct investment activity in private equity / venture capital comprises purchasing and disposing of financial assets on the MCI Group's entities own account. Hence, the most significant assets of this segment comprise shares in companies and financial instruments such as bonds, investment certificates, foreign bills of exchange, borrowings and deposits. Currently this is the main segment of the MCI Group.

Capital Management

Foreign investment capital management - comprises assets and liabilities related to external operations of providing capital management services (in particular investment funds).

The Guarantor was established in 1999 and is one of the leading private equity groups in the CEE region. So far the Guarantor has run its business in two areas: (i) in the investment segment and (ii) in the asset management segment. The Guarantor is also interested in investments in the new technologies sector, in particular Internet, IT distribution and TMT.

In 2014 operations related to asset management were separated from The Guarantor's structures, hence the Guarantor became an investment vehicle whose profit/ loss in the current period will be fully dependent on the value of investment certificates it holds.

At present the Guarantor represents a separate and exclusive operating segment - segment of investments - i.e. purchasing and disposing of financial assets for the Guarantor's own account. The Guarantor runs direct operations of the private equity / venture capital type, investing its assets through 5 investment funds which apply diversified investment strategy. Funds make investments in investment assets in line with their investment strategy, from big buyout and growth investments (MCI.EuroVentures 1.0 FIZ and MCI.TechVentures 1.0 FIZ) through investments in small technological companies starting their operations (Helix Ventures FIZ and Internet Ventures FIZ) to debt instruments and property (MCI.CreditVentures 2.0 FIZ). Investments in portfolio companies are made for several years when a manager actively supports the development of companies and supervises the accomplishment of their business strategy and seeks opportunities for the asset disposal. The most significant assets of this segment are shares in companies and other financial instruments such as bonds, investment certificates, foreign bills of exchange, borrowings and deposits.

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6.2 Competitive Position and Markets

The Guarantor's development is closely linked to possibilities of making new investments in promising and technologically advanced economic projects. The market observes increased competition of other funds (venture capital, private equity) and business angels interested in making investments in companies from the sector of new technologies. The Guarantor's Management Board has addressed this risk through geographical expansion to new and perspective markets where the competition is smaller. A material competitive advantage of the Guarantor is its recognition in Poland and abroad, which allows to win new projects.

7. Organisational Structure

Please see the structure chart and description on page 85 of the Prospectus.

The parent entity of the Guarantor is Alternative Investment Partners Sp. z o.o., a subsidiary of Tomasz Czechowicz, President of the Guarantor's Management Board.

The Guarantor's direct subsidiaries are:

 MCI FM (shareholder of MCI FM sp.j. and general partner in MCI Fund Management Sp. z o. o. II MCI.PrivateVentures S.K.A. and MCI Fund Management Sp. z o. o. IV MCI.PrivateVentures S.K.A.);

 MCI Fund Management Sp. z o. o. II MCI.PrivateVentures S.K.A.;

 MCI Fund Management Sp. z o. o. IV MCI.PrivateVentures S.K.A.;

 MCI Ventures Sp. z o. o.

The Guarantor's indirect subsidiaries are:

 MCI FM sp.j.;

 Bizneslinkco Sp. z o.o. (former AWL III Sp. z o.o.).

The Guarantor holds directly or indirectly 100% of shares and 100% voting rights in all the above mentioned companies.

The main shareholder of the Guarantor is Alternative Investment Partners Sp. z o.o., a subsiadiary of Tomasz Czechowicz, President of the Guarantor's Management Board.

The Guarantor holds 100 % of shares in MCI FM.

8. Trend Information

The Guarantor is not aware of any material adverse change in the prospects of the Guarantor since 31 December 2015.

The Guarantor is not aware of any trends, obligations or events that might have a significant impact on the prospects of the Guarantor for the subsequent accounting period.

9. Profit Forecasts or Estimates

The Guarantor did not make a profit forecast or estimate for the year 2016 or any other future period.

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10. Administrative, Management and Supervisory Bodies

10.1 The Guarantor's Management Board

The Guarantor's Management Board is a body authorised to represent the Guarantor. The Guarantor's Management Board is composed of one to seven members, including the President of the Management Board, appointed for three years. Members of the Guarantor's Management Board were not entrusted with any particular functions within the scope of their duties as members of the Guarantor's Management Board, except for the function of CEO and CFO assigned respectively to Tomasz Czechowicz and Ewa Ogryczak. Members of the Guarantor's Management Board are appointed by the Guarantor's Supervisory Board. Declarations of will on behalf of the Guarantor may be made by two members of the Guarantor's Management Board jointly or one member of the Guarantor's Management Board jointly with the holder of the commercial power of attorney. Detailed procedures of the Guarantor's Management Board operation are set out in the By-Laws of the Guarantor's Management Board. The By- Laws are adopted by the Guarantor's Management Board and approved by a resolution of the Guarantor's Supervisory Board.

As of the date of this Prospectus, the Guarantor's Management Board consists of the following members:

(a) Tomasz Czechowicz – President of the Guarantor's Management Board; CEO

Since July 1999 he has been on the Guarantor's Management Board. As part of his function at the guarantor he conducts activities provided for the Guarantor's Management Board members by the Guarantor's Articles of Association.

Except for his function at the Guarantor, Tomasz Czechowicz performs the following functions which could be of relevance for the Guarantor:

 ABC Data's supervisory board member (since 2007, on and off);

 vice president of ABCD Management S.A.'s management board (since 2012);

 president of Alternative Investment Partners sp. z o.o.'s management board (since 2010);

 president of DI Roberto sp. z o.o.'s management board (since 2013);

 Frisco S.A.'s supervisory board member (since 2012);

 Grupa Wirtualna Polska sp. z o.o.'s supervisory board member (since 2014);

 president of MCI Asset Management sp. z o.o.'s management board (since 2013);

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 vice president (former member) of MCI TFI's management board (since 2007);

 president of MCI FM's management board (since 2007);

 president of the management board of MCI Venture Projects sp. z o.o. with its registered office in Warsaw (since 2012);

 MORELE.NET sp. z o.o.'s supervisory board member (since 2012);

 Wirtualna Polska Holdings S.A.'s supervisory board member (since 2014);

 Private Equity Managers S.A.'s management board member (since 2012).

Except for his function at the Guarantor, Tomasz Czechowicz does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

Tomasz Czechowicz holds 1.429.486 shares of the Guarantor, accounting for 2.28% of the share capital and giving 2.28% of voting rights at the Guarantor's General Meeting.

Tomasz Czechowicz is the parent of Alternative Investment Partners Sp. z o.o. which holds 31,246,720 shares of the Guarantor, accounting for 49.81% of the share capital and giving 49.81% of voting rights at the Guarantor's General Meeting.

(b) Wojciech Marcińczyk – Vice President of the Guarantor's Management Board

Since June 2015 he has been on the Guarantor's Management Board. As part of his function at the Guarantor he conducts activities provided for the Guarantor's Management Board members by the Guarantor's Articles of Association;

Except for the Guarantor Wojciech Marcińczyk does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

She holds a Master's degree granted in 2003 by the Warsaw School of Economic.

She has gained her professional experience in the following entities: KPMG Audyt sp. z o.o., PKF Consult sp. z o. o., OGRYCZAK&OGRYCZAK sp.j. and Private Equity Managers S.A.

Since June 2015 she has been on the Guarantor's Management Board. As part of her function at the Guarantor she conducts activities provided for the Guarantor's Management Board members by the Guarantor's Articles of Association.

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The place of Ewa Ogryczak's work is the Guarantor (ul. Emilii Plater 53, 00-113 Warsaw, Poland).

Except for the Guarantor Ewa Ogryczak does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

(d) Tomasz Masiarz – member of the Guarantor's Management Board

He holds a Master of Law degree granted by the Faculty of Law and Administration of the Warsaw university.

He has gained his professional experience in the following entities: Dubiński, Fabrycki, Jeleński i Wspólnicy Kancelaria Prawna sp.k., Alternative Investment Partners sp. z o.o., Vogel Dubiński i Wspólnicy Kancelaria Prawna sp.k. and Templar Wealth Management S.A.

The place of Tomasz Masiarz's work is Dubiński, Fabrycki, Jeleński i Wspólnicy Kancelaria Prawna sp.k.

Tomasz Masiarz's core activity performed outside the Guarantor is practicing law with Dubiński, Fabrycki, Jeleński i Wspólnicy Kancelaria Prawna sp.k., (ul. Zielna 37, 00-108 Warsaw, Poland), where he has been a limited partner since 2011.

Except for his function at the Guarantor, Tomasz Masiarz does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

The Guarantor is not aware of any potential conflict of interest of persons representing the Guarantor's Management Board between any of their duties to the Guarantor and their private interests. According to representations submitted by each member of the Guarantor's Management Board, with respect to any of these persons there is no conflict of interest or potential conflict of interest between these persons' duties to the Guarantor and their private interests or other duties.

10.2 The Guarantor's Supervisory Board

The Guarantor's Supervisory Board is a body responsible for continuous supervision of the Guarantor's activity in all areas of the Guarantor's activity. The Guarantor's Supervisory Board consists of five to eight members, including the Chairman of the Supervisory Board and Vice Chairman of the Supervisory Board. Members of the Guarantor's Supervisory Board are appointed by the Guarantor's General Meeting and, pursuant to the Guarantor's Articles of Association:

(a) as long as the shareholder of Alternative Investment Partners sp. z o.o. holds at least 20% of voting rights at the Guarantor's General Meeting that shareholder appoints and dismisses one member of the Guarantor's Supervisory Board;

(b) the Guarantor's General Meeting elects and dismisses the other members of the Guarantor's Supervisory Board.

If the number of voting rights held by Alternative Investment Partners sp. z o.o. at the Guarantor's General Meeting is reduced below 20%, that shareholder loses its right to appoint and dismiss one member of the Guarantor's Supervisory Board, and the mandate of the Guarantor's Supervisory Board member appointed by that shareholder expires. The expiration of the mandate is confirmed by a resolution of the Guarantor's Supervisory Board at its nearest meeting.

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If the mandate of the Guarantor's Supervisory Board member expires for any reason specified above or due to the resignation submitted by the Guarantor's Supervisory Board member elected by the Guarantor's General Meeting, the other members of the Guarantor's Supervisory Board may co-opt a new member who will perform his/her duties until a new member of the Guarantor's Supervisory Board is elected by the Guarantor's General Meeting, no longer, however, than by the expiration date of the term of office of the new member's predecessor. The Guarantor's Supervisory Board may not include more than one member appointed in this way.

At least two members of the Guarantor's Supervisory Board should comply with the criteria of independence from the Guarantor and from the entities significantly related to the Guarantor, referred to in Annex II of the EC Commission Recommendation of February 15, 2005, on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board and the guidelines of rule 6, Title III of the Code of Best Practice for the GPW listed companies, attached as Annex no. 20/1287/2011 of the GPW Council of October 19, 2011, or specified in other regulations relating to independence criteria for independent members of supervisory boards of listed companies applicable on the election date of the independent member. At least one of the independent members of the Guarantor's Supervisory Board should be qualified in the area of accounting and finance.

If no candidate is proposed for an independent member of the Supervisory Board, the independent member of the Guarantor's Supervisory Board is not appointed. If an independent member of the Supervisory Board is dismissed or his/her mandate expires for any other reasons, the Management Board promptly notifies Alternative Investment Partners sp. z o.o., if that shareholder has appointed the member of the Guarantor's Supervisory Board, in order to appoint a new independent member of the Guarantor's Supervisory Board or promptly convenes the Guarantor's General Meeting to appoint a new independent member of the Guarantor's Supervisory Board. The reason for dismissal of the independent member of the Guarantor's Supervisory Board from the Guarantor's Supervisory Board may be, in particular, such member's ceasing to comply with the independence criteria.

The term of office of the Guarantor's Supervisory Board is three years.

The Guarantor's Supervisory Board operates according to the By-Laws adopted by the Guarantor's Supervisory Board and approved by the Guarantor's General Meeting.

As of the date of this Prospectus, the Guarantor's Supervisory Board consists of the following members:

(a) Hubert Janiszewski - chairman of the Guarantor's Supervisory Board

Since 2008 he has been a chairman of the Guarantor's Supervisory Board. As part of his function at the Guarantor, he conducts activities provided for the chairman of the Guarantor's Supervisory Board by the Guarantor's Articles of Association.

Except for the Guarantor, he does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

(b) Piotr Czapski – member of the Guarantor's Supervisory Board

Since May 2013, he has been member of the Guarantor's Supervisory Board. As part of his function at the Guarantor he conducts activities provided for the Guarantor's Supervisory Board members by the Guarantor's Articles of Association.

Piotr Czapski is self-employed under the name Piotr Czapski.

Except for his function at the Guarantor, he does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

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Since July 2013, he has been member of the Guarantor's Supervisory Board. As part of his function at the Guarantor he conducts activities provided for the Guarantor's Supervisory Board members by the Guarantor's Articles of Association.

The place of Stanisław Kluza's work is the Warsaw School of Economics (Al. Niepodległości 162, 02-554 Warsaw, Poland), where he is an academic worker. Stanisław Kluza is also self-employed under the name Stanisław Kluza.

Except for the Guarantor he does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

(d) Dorota Lange-Socha – member of the Guarantor's Supervisory Board

Since May 2014 she has been on the Guarantor's Supervisory Board. As part of her function at the Guarantor she conducts activities provided for the Guarantor's Supervisory Board members by the Guarantor's Articles of Association.

The place of Dorota Lange-Socha's work is FORTE s.c. (Wańkowicza 7/42, 02-796 Warsaw, Poland), where she is a partner.

Except for her function at the Guarantor, Dorota Lange-Socha does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

(e) Grzegorz Warzocha – member of the Guarantor's Supervisory Board

Since June 2015, he has been member of the Guarantor's Supervisory Board. As part of his function at the Guarantor he conducts activities provided for the Guarantor's Supervisory Board members by the Guarantor's Articles of Association.

The place of Grzegorz Warzocha's work is the Guarantor (ul. Emilii Plater 53, 00-113 Warsaw, Poland) and the University of Economics in Wrocław (ul. Komandorska 118-120, 53-345 Wrocław, Poland), where he is an assistant professor.

Except for the Guarantor he does not perform any functions, other than those mentioned above, which could be of any relevance for the Guarantor.

The Guarantor is not aware of any potential conflict of interest of persons representing the Guarantor's Supervisory Board between any of their duties to the Guarantor and their private interests. According to representations submitted by each member of the Guarantor's Supervisory Board, with respect to any of these persons there is no conflict of interest or potential conflict of interest between these persons' duties to the Guarantor and their private interests or other duties.

11. Major Shareholders

As of the date of this Prospectus, to the best of the Guarantor's knowledge, the Guarantor's shareholders were the following entities:

The Guarantor's key shareholders:

Name of entity Number of shares % in share capital % in voting power (in thousands) Alternative Investment Partners Sp. z o. o. 31,465 50.93% 50.93% Quercus Towarzystwo Funduszy Inwestycyjnych S.A. 4,161 6.74% 6.74% BZ WBK Towarzystwo Funduszy Inwestycyjnych S.A. 3,156 5.11% 5.11%

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The Guarantor's key shareholders:

Name of entity Number of shares % in share capital % in voting power (in thousands) Tomasz Czechowicz 1,429 2.31% 2.31% Other 21,568 34.91% 34.91% Total 61,779 100% 100%

There are no arrangements, known to the Guarantor, the operation of which may, at a subsequent date, result in a change of control of the Guarantor. To the extent known to the Guarantor, there are no measures in place to ensure that the control of the Guarantor is not abused.

The main shareholder of the Guarantor is Alternative Investment Partners Sp. z o.o., a subsidiary of Tomasz Czechowicz, President of the Guarantor's Management Board.

12. Financial Information Concerning the Guarantor's Assets and Liabilities, Financial Position and Profits and Losses

12.1 Historical Financial Information

The following financial information with the respective auditor's opinions is incorporated by reference to this Prospectus (see chapter Information Incorporated by Reference):

Consolidated Financial Statements:

(a) Audited consolidated financial statements of the Guarantor for the year ended 31 December 2014, prepared in accordance with the IFRS;

(b) Auditor's opinion in respect of the consolidated financial statements of the Guarantor for the year ended 31 December 2014;

(c) Audited consolidated financial statements of the Guarantor for the year ended 31 December 2013, prepared in accordance with the IFRS; and

(d) Auditor's opinion in respect of the consolidated financial statements of the Guarantor for the year ended 31 December 2013.

Standalone Financial Statements:

(a) Audited financial statements of the Guarantor for the year ended 31 December 2015, prepared in accordance with the IFRS;

(b) Auditor's opinion in respect of the financial statements of the Guarantor for the year ended 31 December 2015;

(c) Audited financial statements of the Guarantor for the year ended 31 December 2014, prepared in accordance with the IFRS;

(d) Auditor's opinion in respect of the financial statements of the Guarantor for the year ended 31 December 2014;

(e) Audited financial statements of the Guarantor for the year ended 31 December 2013, prepared in accordance with the IFRS; and

(f) Auditor's opinion in respect of the financial statements of the Guarantor for the year ended 31 December 2013.

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12.2 Information about the basis for preparation of the financial statements of the Guarantor

The annual consolidated financial statements have been prepared in accordance with the laws binding in the Republic of Poland and with International Financial Reporting Standards (IFRS), as well as the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) adopted by the European Union.

The description of the restatements related to 2013 figures is presented in the Consolidated Financial Statements for 2014, p. 11 through p. 18.

From the beginning of 2015 the Guarantor does not any longer prepare consolidated financial statements as there are no subsidiaries that would be subject to consolidation and the Guarantor meets the definition of an investment entity in accordance with IFRS 10:27. The Guarantor complies with all the four typical characteristics of an investment entity as it (i) has more than one investment, (ii) has more than one investor, (iii) has investors that are not related parties of the Guarantor and (iv) has ownership interests in the form of equity or similar investments. According to IFRS 10:31, when an entity meets the definition of an investment entity, it does not consolidate its subsidiaries and instead needs to measure an investment in a subsidiary at fair value through profit or loss account.

As a result, the 2015 financial statements are not consolidated and are prepared as standalone financial statements.

12.3 Selected Historical Financial Information

(a) Consolidated statement of profit or loss and statement of other comprehensive income

For the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

Consolidated statement of profit or loss and statement of other comprehensive 31.12.2013 31.12.2014 income (restated) Gross profit on sale 22,442 74,559 Profit on Investments 195,944 134,252 Profit on operating activities 269,689 188,873 Profit before taxation 272,293 182,163 Net profit for the reporting period 264,794 186,184 Earnings per share (in PLN) - continuing operations 4.24 2.99 - discontinued operations - 2.99 Diluted earnings per share (in PLN) - continuing operations 3.99 2.98 - discontinued operations - 2.98 TOTAL COMPREHENSIVE INCOME 265,484 185,617

(b) Consolidated Statement of Financial Position

For the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

31.12.2013 Consolidated statement of financial position 31.12.2014 (restated) Non-current assets 1,192,504 759,547 Current assets 30,951 186,408 Total assets 1,223,455 946,517 Equity 1,032,404 763,476 Non-current liabilities 162,727 85,026 Bank loans and borrowings 186 226

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31.12.2013 Consolidated statement of financial position 31.12.2014 (restated) Bonds 162,541 84,800 Current liabilities 28,324 98,015 Trade and other payables 364 1,037 Bank loans and borrowings 41 41 Bonds 2,872 35,495 Current provisions 11,617 12,272 Bills of exchange 13,430 49,170 Total Liabilities 191,051 183,041 TOTAL LIABILITIES AND EQUITY 1,223,455 946,517

For the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

As at As at Consolidated statement of cash flows 31.12.2014 31.12.2013 Net cash from operating activities 79,185 26,451 Net cash from investing activities (123,735) 10,017 Net cash from financing activities (7,369) 11,602 Net increase / (decrease) of cash and cash equivalents (51,919) 47,522 Cash and cash equivalents opening balance 67,197 19,673 Change in the level of cash due to exchange differences - 2 Cash and cash equivalents closing balance 15,278 67,197

(d) Standalone Statement of profit or loss and statement of other comprehensive income

For the year ended 31 December 2015, the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

Statement of profit or loss and statement of other comprehensive 31.12.2015 31.12.2014 31.12.2013 income Gross profit on sale 0 0 0 Profit on Investments 133,116 359,658 134,252 Profit on operating activities 129,453 350,545 122,896 Profit before taxation 119,721 359,758 114,520 Net profit for the reporting period 121,463 352,281 118,668 Earnings per share (in PLN) - continuing operations 1.94 5.63 1.90 - discontinued operations - - - Diluted earnings per share (in PLN) - continuing operations 1.84 5,30 1,90 - discontinued operations - - - TOTAL COMPREHENSIVE INCOME 121,463 352,281 118,668

(e) Standalone Statement of Financial Position

For the year ended 31 December 2015, the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

Statement of financial position 31.12.2015 31.12.2014 31.12.2013 Non-current assets 1,330,138 1,192,504 816,314 Current assets 67,573 30,951 122,659

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Statement of financial position 31.12.2015 31.12.2014 31.12.2013 Total assets 1,397,711 1,223,455 938,973 Equity 1,154,617 1,032,404 755,045 Non-current liabilities 137,388 162,727 85,026 Bank loans and borrowings 148 186 226 Bonds 137,240 162,541 84,800 Current liabilities 105,706 28,324 98,902 Trade and other payables 599 364 305 Bank loans and borrowings 41 41 1,812 Bonds 93,316 2,872 35,495 Current provisions 11,750 11,617 12,120 Bills of exchange - 13,430 49,170 Total Liabilities 243,094 191,051 183,928 TOTAL LIABILITIES AND EQUITY 1,397,711 1,223,455 938,973

(f) Standalone Statement of Cash Flows

For the year ended 31 December 2015, the year ended 31 December 2014 and the year ended 31 December 2013 in thousands of PLN:

As at As at As at Statement of cash flows 31.12.2015 31.12.2014 31.12.2013 Net cash from operating activities 1,290 25,082 52,419 Net cash from investing activities 2,605 (50,068) (16) Net cash from financing activities 41,153 (2,177)) (22,366) Net increase / (decrease) of cash and cash equivalents 45,048 (27,163) 30,037 Cash and cash equivalents opening balance 15,278 42,441 12,402 Change in the level of cash due to exchange differences - - 2 Cash and cash equivalents closing balance 60,326 15,278 42,441

12.4 The auditor's opinion to the Guarantor's capital group's consolidated financial statement for the financial year ended 31 December 2013

According to the auditor's opinion to the Guarantor's capital group's consolidated financial statement for the financial year ended 31 December 2013:

“Without qualifying our opinion as for the correctness and fairness of the audited consolidated financial statements, we would like to draw attention to the fact that in the explanatory note no. 34 to consolidated financial statements in section concerning the methods of consolidation, the Management of the Company justified their decision why they excluded the entities, thereof shares are in the portfolio of closed-end investment funds, from the consolidation under acquisition accounting method. The investment certificates issued by these entities are owned by the Entities from Capital Group MCI Management S.A.”

12.5 Legal and Arbitration Proceedings

The Guarantor is involved in certain legal proceedings that are incidental to the ordinary conduct of its business. The Guarantor does not conduct any judicial, administrative or arbitration proceedings and has not conducted such proceedings in the period of past 12 months, which, in the Guarantor's best opinion, could have/had in the past 12 months material impact on the financial situation and/or profitability of the Guarantor.

On 12 April 2011, the Court of Appeal in Wrocław, I Civil Division, in a suit brought by the Guarantor against the State Treasury – the Head of the Treasury Control Office in Wrocław, validly adjudged PLN28,904,888 plus statutory interest from 8 June 2006, until the date of payment from the State Treasury

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to the Guarantor. The amount was adjudged as compensation for the damage incurred by the Guarantor in connection with the loss of value of the shares held by the Guarantor in JTT Computer S.A. which was brought to bankruptcy as a result of wrong decisions made by tax authorities in violation of the law. In this way, the Court of Appeal, in principle, shared the Guarantor's position expressed in its statement of claim and presented during the trial. On 23 May 2011, the judgment of the Court of Appeal was enforced in full by the Treasury Control Office in Wrocław. The repayment of the principal amount due, statutory interest, and the costs of proceedings totaled PLN46,555,217. The judgment passed in the second instance, in spite of the fact that it is legally valid and has been enforced, is still subject to cassation appeal by the parties.

12.6 Significant Change in the Guarantor's Financial or Trading Position

There has been no significant change in the financial or trading position of the Guarantor between 31 December 2015 and the date of this Prospectus.

13. Additional Information

13.1 Share Capital

The Guarantor's share capital is PLN61,779,619.00 and is divided into 61,779,619 equal and indivisible shares with the nominal value of PLN1 each.

On 17 November 2015 Extraordinary General Meeting of the Guarantor adopted resolutions on (i) redemption of 952,758 Guarantor's shares and (ii) decrease of the Guarantor's share capital from the amount of PLN62,732,3770 to the amount PLN61,779,619 (i.e. by the amount of PLN952,758, corresponding to the total nominal value of redeemed shares). On 2 December 2015, the abovementioned resolutions have been registered by the registry court.

The Guarantor's share capital has been paid up in full. The Guarantor's shares are not preference shares.

On 17 November 2015, Extraordinary General Meeting of Guarantor adopted resolution on authorizing Guarantor's Management Board to increase of the Guarantor's share capital under the authorised capital by the amount not higher than PLN6,273,237. The increase of the Guarantor's share capital, referred to in the previous sentence is to be realized by the issue of new bearer shares with the nominal value of PLN1.00 each and total nominal value not higher than PLN6,273,237. Authorization of the Guarantor's Management Board to increase of the Guarantor's share capital and issue new shares under the authorised capital expires within two years from the day of registration of the authorised capital by the registry court, which was made on 2 December 2015.

Pursuant to the Guarantor's Articles of Association, the total nominal value of all conditional increases in the Guarantor's share capital has been set at no more than PLN13,955,000, including:

(a) the conditional increase in the Guarantor's share capital made pursuant to Resolution no. 21/ZWZA/2008 of the Guarantor's General Meeting of 20 June 2008, as amended by Resolution no. 04/NWZA/2009 of the Guarantor's General Meeting of 31 July 2009, the nominal value of which was set not to be higher than PLN8,000,000; the conditional increase of the Guarantor's share capital in this respect: . could be made through the issue of no more than 8,000,000 series J ordinary bearer shares with the nominal value of PLN 1 each; . the series J shares could be subscribed for by the authorised bondholders who are holders of convertible series B bonds issued pursuant to Resolution no. 03/NWZA/2008 of the Guarantor's General Meeting of 27 March 2008, as amended by Resolution 03/NWZA/2009 of the Guarantor's General Meeting of 31 July 2009;

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. as of the Date of the Prospectus, all convertible series B bonds of the Guarantor were redeemed (the maturity date was 10 September 2012) so the said conditional increase in the Guarantor's share capital will not be made in future;

(b) the conditional increase in the Guarantor's share capital made pursuant to Resolution no. 20/ZWZ/2012 of the Guarantor's General Meeting of 5 June 2012, the nominal value of which was set not to be higher than PLN400,000; the conditional increase in the Guarantor's share capital in this respect: . could be made through the issue of no more than 400,000 series I ordinary bearer shares with the nominal value of PLN 1 each; . the series I shares will be subscribed for by the authorised holders of series A subscription warrants issued pursuant to Resolution no. 19/ZWZ/2012 of the Guarantor's General Meeting of 5 June 2012;

(c) the conditional increase in the Guarantor's share capital made pursuant to Resolution no.4 of the Guarantor's General Meeting of 17 September 2012, the nominal value of which was set not to be higher than PLN5,555,000; the conditional increase in the Guarantor's share capital in this respect:

(i) is made through the issue of no more than 5,555,000 series Z ordinary bearer shares with the nominal value of PLN 1 each;

(ii) the series Z shares will be subscribed for by the authorised bondholders who are holders of series G1 convertible bonds, series G2 convertible bonds, series G3 convertible bonds, series G4 convertible bonds, or series G5 convertible bonds issued pursuant to Resolution no. 4 of the Guarantor's General Meeting of 17 September 2012.

13.2 Foundation Documents and Articles of Association

Articles of Association: On 17 November 2015, the Guarantor's Extraordinary General Meeting adopted resolution on amendments to the Guarantor's Articles of Association and authorised the Guarantor's Supervisory Board to establish the uniform wording of the Guarantor's Articles of Association. As of the date of this Prospectus, the uniform wording of the Guarantor's Articles of Association, reflecting these amendments, has not been determined. The last uniform wording of the Guarantor's Articles of Association was determined by the Guarantor's Supervisory Board on 3 June 2015. The objectives and purpose of the Guarantor are regulated by the specification within the line of business – it concerns Article 4 of the Articles of Association: 1) activities of holding companies; 2) trusts, funds, and similar financial entities; 3) lending; 4) other financial service activities, except insurance and pension funding not elsewhere classified; 5) other activities auxiliary to financial services, except insurance and pension

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funding; 6) activities of head offices and holding companies, excluding financial holding companies; 7) public relations and communication activities; 8) business and other management consultancy activities; and 9) other professional, scientific, and technical activities not elsewhere classified. Foundation of the Guarantor: The Guarantor was founded by a Deed of Foundation executed on 16 July 1999. Deed of foundation: The Guarantor has been founded in compliance with the laws of the Republic of Poland, mainly the Polish Code of Commercial Partnerships and Companies then effective. The Deed of Foundation is filed in the District Court for capital city of Warsaw, Commercial Division XII. Line of business: The Guarantor's line of business is specified in Article 4 of the Articles of Association (see above).

14. Material Contracts

Agreements considered to be material are the agreements concluded by the Guarantor, the value of which exceeded 10% of the Guarantor's equity as at 31 December 2014, i.e., PLN103,240,400, and those which, in the Guarantor's opinion, due to their specific subject matter or character, may be relevant for the Guarantor's business activity and financial standing.

On 23 December 2014, an agreement was signed by PEManagers, the Guarantor, and MCI TFI (the Tripartite Agreement). The Tripartite Agreement came into force on 29 January 2016.

The subject matter of the Tripartite Agreement is to ensure the maintenance throughout the term of the Tripartite Agreement the total exposure of the Guarantor and the Guarantor's subsidiaries (within the meaning of the Public Offer Act; the Guarantor's Subsidiaries) in investment certificates of the investment funds managed by MCI TFI, existing on the execution date of the Tripartite Agreement (the Funds).

Pursuant to the Tripartite Agreement, the Guarantor agreed that, for the term of the Tripartite Agreement, the Guarantor or any of the Guarantor's Subsidiaries would not request disbursements by the Funds for redemption of investment certificates or as disbursement of the revenue from the sale of the Funds' deposits, or as disbursement of the income earned by the Funds, except for the cases set out in the Tripartite Agreement, i.e.:

(a) ability to request disbursements by the Funds for redemption of investment certificates, disbursement of revenue from the sale of the Funds' deposits or disbursement of income earned by the Funds up to no more than 20% of the total value of investment certificates taken up and paid up by the Guarantor and the Guarantor's Subsidiaries (calculated at the end of each calendar quarter according to the latest available valuation of the Fund's assets prepared by this Fund in accordance with the provisions of its articles of association the Disbursement Limit). After the Guarantor or the Guarantor's Subsidiaries receive from the Fund the disbursements accounting for 20% of the total value of investment certificates taken up and paid up by the Guarantor and the Guarantor's Subsidiaries, calculated according to the above mentioned rules (the Executed Disbursement Limit), the Guarantor or the Guarantor's Subsidiaries shall be entitled to file subsequent requests for

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disbursement up to the Disbursement Limit, provided that, before the date of filing such subsequent disbursement request (including the first such request), the Guarantor or the Guarantor's Subsidiaries make payments to any Fund (or any Funds) for taking up the investment certificates of such Fund (or Funds) in an amount corresponding to the value of the Executed Disbursement Limit;

(b) ability to reallocate funds between the Funds, assuming that the funds from disbursements under reallocation (disbursements by the Funds for redemption of investment certificates, disbursement of revenue from the sale of the Funds' deposits, or disbursement of income earned by the Funds) shall be allocated in the Funds' investment certificates, covered by the management fee (charged by MCI TFI on the net asset value attributable to these investment certificates) not lower than with respect to the investment certificates of the Fund, from which disbursement under reallocation is made, provided that from 1 May 2015 reallocation requests regarding disbursements of no more than 40% of the total value of the Funds' investment certificates held and paid up by the Guarantor and the Guarantor's Subsidiaries may contain the Guarantor's or the Guarantor's Subsidiaries' undertaking to take up investment certificates for which the management fee charged by MCI TFI on the net asset value attributable to these investment certificates is lower than the management fee charged by MCI TFI on the net asset value attributable to the investment certificates of the Fund, from which reallocation disbursement is made.

The Funds' obligation of no disbursement, as mentioned above, shall not apply to the specific cases enumerated in the Tripartite Agreement, in particular those relating to the servicing of the current liabilities of the Guarantor or Guarantor's Subsidiaries, such as:

(a) the obligation of the Guarantor or any of the Guarantor's Subsidiaries to redeem bonds issued by the Guarantor or the Guarantor's Subsidiaries (including premature redemption) before the execution date of the Tripartite Agreement or to repay a facility or loan (including early repayment) or to redeem debt securities other than bonds (including early redemption) (repayment) – up to the value constituting the amount which the Guarantor or the Guarantor's Subsidiaries are obliged to pay under the above legal titles;

(b) the obligation of the Guarantor or any of the Guarantor's Subsidiaries to redeem bonds issued by the Guarantor or the Guarantor's Subsidiaries (including early redemption) after the execution date of the Tripartite Agreement or to repay a facility or loan (including early repayment) or to redeem debt securities other than bonds (including early redemption) (repayment) up to the value constituting the amount which the Guarantor or the Guarantor's Subsidiaries are obliged to pay under the above legal titles with reference to these bonds, facilities, loans, or other debt instruments whose funds were invested by the Guarantor (or the Guarantor's Subsidiaries) in the Funds or companies whose shares constitute assets of any Fund;

(c) the obligation of the Guarantor or any of the Guarantor's Subsidiaries to pay liabilities contracted by the Guarantor or the Guarantor's Subsidiaries (including conditional liabilities) –up to the amount of PLN50,000,000 throughout the term of the Tripartite Agreement;

(d) the obligation of the Guarantor or any of the Guarantor's Subsidiaries to pay, under a surety or guarantee (or other forms of liability for third party liabilities) granted by the Guarantor or the Guarantor's Subsidiaries, to secure the payment of liabilities of PEManagers, any Fund or company whose shares constitute assets of any Fund

(i) up to the value of monies, which the Guarantor or the Guarantor's Subsidiaries are required to pay;

(ii) in each calendar year, for the purposes of covering the Guarantor's operating costs up to the amount of PLN5,000,000 for a given calendar year;

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(iii) in each calendar year, for the purposes of dividend payment by the Guarantor or any of the Guarantor's Subsidiaries – up to the amount corresponding to the value of 5% of the Guarantor's Group's equity (determined as at the date of filing the payment request) per annum;

where the value of such payments is determined according to the latest available valuation of assets of the Fund (or the Funds), preceding the filing of payment request, made (pursuant to the provisions of the Fund's Articles of Association) by the Fund (or the Funds) which such request refers to;

The subject matter of the Tripartite Agreement is further to ensure that the management of the Funds' investment portfolio for the term of the Tripartite Agreement is solely divided among PEManagers, MCI AM sp. j. or other PEManagers' subsidiaries within the meaning of the Public Offer Act; the PEManagers' subsidiaries.

Pursuant to the Tripartite Agreement, MCI TFI guaranteed that, for the term of the Tripartite Agreement, PEManagers, MCI Sp. j. or other PEManagers' subsidiaries would not be replaced by any other entities as managers of the Funds' investment portfolios, except for the situations, where the Tripartite Agreement would be earlier effectively terminated by the Guarantor or MCI TFI for important reasons described in detail in the Tripartite Agreement. The above undertaking will also apply if the management of any of the Funds is taken over by another investment fund company based on the agreement, referred to in Article 238, section 1, of Act on Investment Funds.

Moreover, the subject matter of the Tripartite Agreement includes obligation of the Guarantor that, throughout the term of the Tripartite Agreement, the Guarantor and the Guarantor's Subsidiaries will vote, as participant/participants in the investors meeting or member/members of the investors' board of each of the above mentioned investment funds (provided this is within the powers of, respectively, the investors meeting or the investors' board of a given Fund) against:

(a) amendments of these Funds' Articles of Association resulting in the decrease of the MCI TFI fee for the management of the MCI.PrivateVentures FIZ and MCI.CreditVentures 2.0 FIZ portfolios, charged by MCI TFI on the net asset value of these Funds (the Fee) in a manner preventing the charging of the amount of Fee set out in the Tripartite Agreement; and

(b) mergers, transformations or liquidations of the above mentioned Funds, and amendments of these Funds' articles of association resulting in the takeover of the management of these Funds by another investment fund company, except for such merger, transformation, liquidation or amendments of the Articles of Association which do not result in the decrease of the amount of Fee in a manner preventing the charging of the amount of Fee set out in the Tripartite Agreement or replacement of PEManagers, MCI Sp. j. or other PEManagers' subsidiaries by another entity as the manager of the Funds' investment portfolios.

The Tripartite Agreement sets out in detail the Fee calculating method.

The amount of fixed fee for the management of investment funds, according to the Tripartite Agreement, will be determined at least at the following levels:

 for Sub-fund MCI.EuroVentures 1.0.: 2% of the sub-fund's annual net asset value;

 for Sub-fund MCI.TechVentures 1.0.: 2.75% of the sub-fund's annual net asset value; and

 for the MCI.CreditVentures 2.0. FIZ fund: 1% of the fund's annual net asset value.

The amount of variable fee for the management of investment funds, according to the Tripartite Agreement, depends on the increase of the net asset value of the sub-fund or, respectively, the investment fund, taking into account the executed payments of income and revenue;

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The subject matter of the Tripartite Agreement is also to obligate the contract parties to start negotiations after 31 October 2018, in good faith, and to lead to determining the new rules of calculating the fee for the management of MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty and MCI.CreditVentures 2.0 Fundusz Inwestycyjny Zamknięty and to guarantee the right for the Guarantor or an entity designated by the Guarantor to take up to 50% of first issue investment certificates issued by each investment fund to be established by MCI TFI after the effective date of the Tripartite Agreement.

The Tripartite Agreement sets out detailed procedures of the performance of these warranties.

The Tripartite Agreement will be in force until 31 October 2023 (inclusive). The Tripartite Agreement may not be terminated by any of the parties, except for important reasons referred to below:

(a) If PEManagers, MCI AM sp. j. or another PEManagers' subsidiary managing the Fund's investment portfolio: (i) loses the required permit to perform activity involving the management of investment portfolios of investment funds; or (ii) ceases to meet the requirements stipulated in the provisions of law with respect to the management of the Funds' investment portfolios; or (iii) if the PFSA decides about the necessity to terminate (e.g., withdraw from) the agreement concluded by MCI TFI, which is a governing body of the given Fund whose investment portfolio is managed by PEManagers, MCI AM sp. j. or another PEManagers' subsidiary; or (iv) if the PFSA orders MCI TFI, or PEManagers, or MCI AM sp. j., or another PEManagers' subsidiary managing the Fund's investment portfolio, due to the infringements stated by the PFSA, to cease specific activities, which will result in the obligation to terminate the agreement on the management of the Fund's investment portfolio entered into by MCI TFI and any of the above entities; or (v) (with respect to the possibility of terminating the Management Contract by TFI) the condition set out in Article 45a, section 4, item 4) of the Act on Investment Funds occurs, then:

(i) the Guarantor or MCI TFI may, after the lapse of the Turnaround Period, referred to in sub- item ii first indent, terminate the Tripartite Agreement upon a six-month notice, and in such a case the obligation to pay the contractual penalty, referred to below, does not occur;

(ii) MCI TFI may terminate the Management Contract (i.e. the contract for the management of the investment portfolio of any Fund entered into with PEManagers, PEManagers' subsidiary or another member of the PEManagers capital group, the Management Contract) upon a six-month notice, subject to Article 45a, section 4, item 4) of the Act on Investment Funds; in such a case, the obligation to pay the contractual penalty, referred to below, does not occur, provided that for a period of 12 months from the termination date of the Management Contract (the Turnaround Period), MCI TFI does not assign the management of the investment portfolio of any Fund to any entity other than entity designated by PEManagers, as long as, before the lapse of the Turnaround Period, PEManagers designates to MCI TFI such an entity (a PEM's subsidiary), which, as at such designation date:

(A) meets all the legal requirements necessary for the management of investment portfolios of all the Funds; and

(B) agrees to enter into an agreement for the management of investment portfolios of all the Funds on the terms stipulated in the Management Contract as at the termination date thereof;

(C) if, in the Turnaround Period, PEManagers does not designate any entity complying with the conditions, referred to in the first indent above, MCI TFI will be entitled to entrust the management of investment portfolio of any Fund to any entity.

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Additionally, TFI agreed to promptly inform PEM in writing, otherwise such information being null and void, about each termination of the Management Contract entered into with any entity other than PEM, not later than within two days from such event.

(b) Irrespective of letter (a), the Guarantor will be entitled to terminate the Tripartite Agreement upon a six-month notice, and in such a case no obligation will occur to pay the penalties referred to below, if, in the period when the Guarantor or the Guarantor's Subsidiaries holds (hold) at least 10% of PEManagers shares (accounting for 10% of the share capital and giving at least 10% of voting rights at PEManagers' General Meeting) and the net asset value of the investment funds managed by MCI TFI, attributable to the investment certificates held by the Guarantor or the Guarantor's Subsidiaries, accounts for not less than 50% of the net asset value of all investment funds managed by MCI TFI:

(i) the following occurs:

(A) the person designated by the Guarantor is dismissed or suspended by the authorised body of PEManagers as the Management Board member responsible for financial matters, if such dismissal or suspension takes place without the written consent of the Guarantor; or

(B) the person designated by the Guarantor is dismissed or suspended by the authorised body of MCI TFI as the MCI TFI Management Board member responsible for financial matters, if such dismissal or suspension takes place without the written consent of the Guarantor; or

(C) the person designated by the Guarantor is dismissed or suspended by the authorised body of PEManagers' Subsidiary managing the Fund's investment portfolio as the Management Board member of such entity responsible for financial matters, if such dismissal or suspension takes place without the written consent of the Guarantor; or

(ii) unless:

(A) the person designated by the Guarantor is appointed the Management Board member responsible for financial matters – within 30 days from the date of the Guarantor's delivery to PEManagers of a statement designating a particular person for the position of the Management Board member responsible for financial matters; or

(B) the person designated by the Guarantor is appointed the MCI TFI Management Board member responsible for financial matters – within 30 days from the date of the Guarantor's delivery to MCI TFI of a statement designating a particular person for the position of the Management Board member responsible for financial matters; or

(C) the person designated by the Guarantor is appointed the Management Board member responsible for financial matters at PEManagers Subsidiary managing the Fund's investment portfolio – within 30 days from the date of the Guarantor's delivery to PEManagers' Subsidiary managing the Fund's investment portfolio of a statement designating a particular person for the position of the Management Board member responsible for financial matters at PEManagers Subsidiary managing the Fund's investment portfolio.

(i) a notice given by any of the parties to the Tripartite Agreement before 1 November 2023, on the termination of the Tripartite Agreement or withdrawal from the Tripartite Agreement (or

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a notice of its termination in any other way) for any reasons other than those specified in letter a or b (or with reference to the reasons specified in letter a or b in spite of the absence of such reasons) would not produce legal effects in the form of termination of the Tripartite Agreement or extinguishment of the legal relationship arising from the Tripartite Agreement;

(ii) a notice given by MCI TFI before 1 November 2023, to PEManagers, PEManagers' Subsidiary or another entity from the PEManagers capital group (within the meaning of the Public Offer Act) managing the investment portfolio of any Fund under the Management Contract, on the termination of or withdrawal from the Management Contract (or a notice of the termination of the Management Contract in any other way) for any reasons other than those specified in letter a (or with reference to the reasons specified in letter a in spite of the absence of such reasons), would not produce legal effects in the form of termination of the Management Contract or extinguishment of the legal relationship arising from the Management Contract.

(d) Each of the parties agreed not to give any other party a notice of termination of the Tripartite Agreement or withdrawal from the Tripartite Agreement (or a notice of its termination in any other way) for any reasons other than those specified in letter a or b (or with reference to the reasons specified in letter a or b in spite of the absence of such reasons), before 1 November 2023.

(e) MCI TFI agreed not to give, before 1 November 2023, PEManagers, a PEManagers' Subsidiary or another member of the PEManagers capital group (within the meaning of the Public Offer Act) managing the investment portfolio of any Fund under the Management Contract, a termination notice or notice of withdrawal of the Management Contract (or a notice of the termination of the Management Contract in any other way) for any reasons other than those specified in letter a (or with reference to the reasons specified in letter a in spite of the absence of such reasons).

(f) As at the execution date of the Tripartite Agreement, the parties to the Tripartite Agreement made a declaration regarding the extension of the term of the Tripartite Agreement for another 10 years after the lapse of the period for which it was concluded, and the parties to the Tripartite Agreement confirmed that the above declaration did not constitute an obligation of any party to the Tripartite Agreement to extend the term of the Tripartite Agreement for another 10 years after the lapse of the period for which it was concluded.

The Tripartite Agreement contains provisions under which the Guarantor's obligation to pay contractual penalties may arise.

If the Guarantor breaches any of the obligations, referred to in letters (d) – (e) above, the Guarantor will pay PEManagers the contractual penalty in the amount set forth in sub-item ii first indent or sub-item ii second indent below (depending on when such breach of the Guarantor's obligations occurs).

If the Guarantor or the Guarantor's Subsidiaries breach the Guarantor's obligations set forth in the Tripartite Agreement, relating to the maintenance, throughout the term of the Tripartite Agreement, of the total exposure of the Guarantor and the Guarantor's Subsidiaries in such a way that the Guarantor or the Guarantor's Subsidiaries receive from the Fund (or the Funds) cash disbursements under the submitted requests, in breach of the provisions of the Tripartite Agreement, for the redemption of investment certificates or disbursement of revenue earned by the Funds, the following procedure will apply:

(a) PEManagers will be entitled to call on the Guarantor to remove the breach within the period set forth by PEManagers, not shorter than two months, by way of making payments to the Funds (for the taking up of investment certificates) in the amount ensuring compliance with the obligations set out in the Tripartite Agreement relating to the maintenance, throughout the term of the Tripartite Agreement, of the total exposure of the Guarantor and the Guarantor's Subsidiaries;

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(b) if, in spite of the Guarantor's receipt of the PEManagers call to remove the breach pursuant to the provisions of sub-item (a) above, the Guarantor or the Guarantor's Subsidiaries do not make, within the period set out by PEManagers, not shorter than two months, payments to the Funds (for the taking up of investment certificates) in the amount ensuring compliance with the obligations set out in the Tripartite Agreement relating to the maintenance, throughout the term of the Tripartite Agreement, of the total exposure of the Guarantor and the Guarantor's Subsidiaries, the Guarantor will pay PEManagers a contractual penalty equal to:

 PLN100,000,000, if the Guarantor or the Guarantor's Subsidiaries breach the Guarantor's obligations before 1 November 2018; or

 PLN50,000,000, if the Guarantor or the Guarantor's Subsidiaries breach the Guarantor's obligations after 31 October 2018;

(c) a condition for the payment of the contractual penalty is the ineffective lapse of the period for the removal of the breach referred to in sub-item (a) set out by PEManagers, i.e., a failure to make payments to the Funds within the period set out by PEManagers, not shorter than two months (for the taking up of investment certificates) in the amount ensuring compliance with the obligations set out in the Tripartite Agreement relating to the maintenance, throughout the term of the Tripartite Agreement, of the total exposure of the Guarantor and the Guarantor's Subsidiaries.

If, in spite of the Guarantor's or the Guarantor's Subsidiary's compliance with the procedure and time limits set forth in the Tripartite Agreement for making payments to the Funds, investment certificates of the Fund or the Funds are not effectively taken up by the Guarantor and the Guarantor's Subsidiaries (for the value resulting from the obligations set forth in the Tripartite Agreement) for reasons independent from the Guarantor and the Guarantor's Subsidiaries within the time limit stipulated in the Tripartite Agreement, the effects of the failure to take up investment certificates of the Fund or the Funds (including those consisting of the breach of rules regarding the maintenance of the Guarantor's or the Guarantor's Subsidiaries' exposure in the Funds) will not burden the Guarantor, i.e., the Guarantor will not be liable for the breach of the provisions of the Tripartite Agreement regulating the obligations regarding the maintenance, for the term of the Tripartite Agreement, of the Guarantor's and the Guarantor's Subsidiaries' total exposure, and will not be required to pay a contractual penalty for the breach of these obligations.

If MCI TFI breaches the obligations set forth in the Tripartite Agreement, MCI TFI may be required to pay a contractual penalty to PEManagers in the amount specified in sub-item (b) below.

If MCI TFI breaches its obligations set out in the Tripartite Agreement not to replace the entity managing the Funds or with respect to the Fee, the following procedure will apply:

(a) PEManagers will be entitled to call on MCI TFI to remove the breach within the period set forth by PEM, not shorter than two months;

(b) if, in spite of MCI TFI's receipt of PEManagers' call to remove the breach, pursuant to the provisions of item (a) above, MCI TFI does not remove the breach, referred to in the call received from PEManagers (such a situation is defined as the "TFI Breach"), MCI TFI will pay a contractual penalty to PEManagers in the amount equal to the amount constituting the product of the value of PEManagers' Monthly Profit (as defined below) and the number of months from the end of the month in which the TFI Breach took place until the end of the term of the Tripartite Agreement;

(a condition for the contractual penalty payment is an ineffective lapse of the time limit set forth by PEManagers for the removal of the breach, referred to in sub-item (a)), where:

(i) PEManagers' Monthly Profit, for the purpose of determining the amount of the contractual penalty, referred to above, is the profit earned by PEManagers in the month in which the TFI

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Breach took place in connection with the management of the Fund or the Funds, which the TFI Breach refers to, by PEManagers (or a member of PEManagers' group);

(ii) the profit earned by PEManagers in the month in which the TFI Breach took place in connection with the management of the Fund or Funds, which the TFI Breach relates to, by PEManagers (or an entity from PEManagers' group) is calculated as a difference between the amount of revenue achieved by PEManagers in the month specified above, in connection with the management of the Fund or the Funds, which the TFI Breach relates to, by PEManagers (or an entity from PEManagers' group) and the total amount of direct costs and the amount of reasonable indirect costs (allocated in line with the rules applied to the preparation of PEManagers' annual financial statements), connected with the management of the Fund or Funds, which the TFI Breach refers to.

The contractual penalties stipulated in the Tripartite Agreement do not exclude the possibility of the party entitled to receive the contractual penalty to seek damages in the amount exceeding the received contractual penalty – if the non-performance or improper performance of the obligations entitling a party to request the payment of the contractual penalty occurs before 1 November 2018. If the non-performance or improper performance of the obligations entitling a party to request the payment of the contractual penalty occurs after 31 October 2018, the parties have excluded the possibility for the party entitled to receive the contractual penalty to seek damages in the amount exceeding the received contractual penalty.

The Tripartite Agreement has been considered material due to its subject matter.

14.1 The Guarantor's bond issues

The Guarantor's bond issues have been considered material due to their total value.

As of the date of this Prospectus, the current Guarantor's liabilities under the issued bonds are PLN231 million (rounding; based on the nominal value of the Guarantor's existing bonds).

As of the date of this Prospectus all bonds issued by the Guarantor are listed on the Catalyst Alternative Trading System, as shown in the table below.

Bond Number of bonds listed on the Listing market First Total face Maturity series Alternative Trading System trading value of bonds date day issue (in 000'PLN) H1 36,000 series H1 bearer bonds BondSpot S.A. 26 April 36,000 11 April coded ISIN: PLMCIMG00145 Alternative 2013 2016 Trading System H2 18,800 series H2 bearer bonds BondSpot S.A. 26 July 18,800 28 June coded ISIN: PLMCIMG00152 Alternative 2013 2016 Trading System H3 30,000 series H3 bearer bonds GPW S.A. 26 March 30,000 19 coded ISIN: PLMCIMG00160 Alternative 2014 December Trading System 2016

G1 50,000 series G1 bearer bonds BondSpot S.A. 25 April 50,000 21 March coded convertible into series Z Alternative 2014 2018 shares, coded ISIN: Trading System PLMCIMG00178

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Bond Number of bonds listed on the Listing market First Total face Maturity series Alternative Trading System trading value of bonds date day issue (in 000'PLN) I1 31,000 series I2 bearer bonds BondSpot S.A. 15 31,000 17 October coded ISIN: PLMCIMG00186 Alternative December 2017 Trading System 2014 GPW S.A. Alternative Trading System J 66,000 series J bearer bonds BondSpot S.A. 29 66,000 11 coded ISIN: PLMCIMG00194 Alternative February December Trading System 2016 2018 GPW S.A. Alternative Trading System Source: the Guarantor; own study

The series G1 bearer bonds are bonds convertible into the Guarantor's shares (c.a. less than 1% of total Guarantor's share capital). The future conversion of series G1 bearer bonds into Guarantor's shares should not cause the change of control over the Guarantor.

(a) The issue of series H1 bonds

Pursuant to Resolution no. 1 of 20 December 2012, the Guarantor's Management Board adopted the issue program of no more than 50,000 bonds:

- with the nominal value of PLN1,000 each and the total nominal value of no more than PLN50,000,000,

- with the issue date not later than 31 December 2013 (inclusive) and maturity of no more than 60 months, counting from the bond issue date,

- in a book-entry form,

- without a specified goal of issue,

- offered in a private placement and registered with the depository of securities kept by the KDPW,

- to be subject to application for being listed on the Catalyst Alternative Trading System organized by the GPW or BondSpot S.A.,

- constituting bearer securities, and

- secured by the registered pledges over investment certificates connected with Sub-fund MCI.EuroVentures 1.0. and Sub-fund MCI.TechVentures 1.0.

On 21 March 2013, the Guarantor's Management Board adopted Resolution no. 1 regarding the determination of the terms and conditions of the issue of secured series H1 ordinary bearer bonds. The issue of the Guarantor's series H1 bonds was to be to the maximum amount of PLN50,000,000 under the abovementioned Guarantor's bond issue program up to the maximum amount of PLN50,000,000. The Guarantor's series H1 bonds were to be deposited with the securities depository kept by the KDPW and listed on the Catalyst Alternative Trading System.

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On 8 April 2013, 36,000 of the Guarantor's series H1 bonds were issued with the nominal value of PLN1,000 each and the total nominal value of PLN36,000,000. The issue price of the Guarantor's series H1 bonds was equal to the nominal value of the Guarantor's series H1 bonds. The Guarantor's series H1 bonds were secured by a registered pledge over MCI Fund Management Spółka z ograniczoną odpowiedzialnością MCI.PrivateVentures S.K.A.'s 4,749 investment certificates connected with Sub-fund MCI.EuroVentures 1.0. and 355,052 investment certificates connected with Sub-fund MCI.TechVentures 1.0., pursuant to the registered pledge agreements of 2 January 2013, up to the highest security amount of PLN150,000,000.

The interest rate on the Guarantor's series H1 bonds was based on the WIBOR 6M rate increased by a fixed annual margin of 4.50 per cent p.a.

The Guarantor's series H1 bonds may be subject to early redemption at the request of the bondholders, on the terms set forth in the terms and conditions of the Guarantor's series H1 bond issue.

The redemption date for the Guarantor's series H1 bonds was determined for 11 April 2016. The goal of the issue of the Guarantor's series H1 bonds was not defined.

(b) The issue of the Guarantor's series H2 bonds

The Resolution no. 1 of the Guarantor's Management Board of 20 December 2012 described in letter (a) above was later amended by the Resolution no. 1 of the Guarantor's Management Board of 27 May 2013, on the basis of which the issue program was given a new wording, according to which the issue program was set to be of 66,000 bonds:

- with the nominal value of PLN1,000 each and the total nominal value of no more than PLN66,000,000,

- with the issue date not later than 31 December 2013 (inclusive) and maturity of no more than 60 months, counting from the bond issue date,

- in a book-entry form,

- without a specified goal of issue,

- offered in a private placement and registered with the depository of securities kept by the KDPW,

- to be subject to application for being listed on the Catalyst Alternative Trading System organized by the BondSpot S.A.,

- constituting secured bearer securities, and

- secured by the registered pledges were to be established over investment certificates.

On 12 June 2013, the Guarantor's Management Board adopted Resolution no. 1 regarding the issue of secured series H2 ordinary bearer bonds. The issue of the Guarantor's series H2 bonds was to amount to the maximum of PLN30,000,000 under the abovementioned Guarantor's bond issue program to the maximum amount of PLN66,000,000. The Guarantor's series H2 bonds were to be deposited with the depository of securities kept by the KDPW and listed on the Catalyst Alternative Trading System.

On 28 June 2014, 18,800 of the Guarantor's series H2 bonds with the nominal value of PLN1,000 each were issued, for the total nominal value of PLN18,800,000. The issue price of the Guarantor's series H2 bonds was equal to the nominal value of the Guarantor's series H2 bonds. The Guarantor's series H2 bonds were secured by a registered pledge over MCI Fund Management Spółka z ograniczoną odpowiedzialnością MCI.PrivateVentures S.K.A.'s 2,615 investment certificates connected with Sub-fund MCI.EuroVentures

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1.0. and 208,255 investment certificates connected with Sub-fund MCI.TechVentures 1.0., pursuant to the registered pledge agreements of 2 January 2013, up to the highest security amount of PLN90,000,000.

The interest rate on the Guarantor's series H2 bonds was based on the WIBOR 6M rate increased by a fixed annual margin of 4.50 pp.

The Guarantor's series H2 bonds may be subject to early redemption at the request of the bondholders, on the terms set forth in the terms and conditions of the Guarantor's series H2 bond issue.

The redemption date for the Guarantor's series H2 bonds was determined for 28 June 2016. The goal of the issue of the Guarantor's series H2 bonds was not defined.

Pursuant to Resolution no. 1 of 9 October 2013, later amended by Resolutions of 25 November 2013, and 3 December 2013, of the Guarantor's Management Board adopted the issue program of no more than 30,000 bonds:

- with the nominal value of PLN1,000 each and the total nominal value of no more than PLN30,000.000,

- with the issue date not later than 31 December 2015 (inclusive) and maturity of no more than 60 months, counting from the bond issue date,

- in a book-entry form,

- without a specified goal of issue,

- offered in a private placement and registered with the depository of securities kept by the KDPW,

- to be subject to application for being listed on the Catalyst Alternative Trading System organized by the GPW,

- constituting bearer securities, and

- secured by the registered pledges to be established over investment certificates held by the Guarantor or companies related to the Guarantor, up to the maximum security amount equal to 300% of the nominal value of bonds issued under the above mentioned issue program.

On 3 December 2013, the Guarantor's Management Board adopted Resolution no. 2 regarding the issue of series H3 bonds, pursuant to which the Guarantor, under the abovementioned program of the Guarantor's bond issue, was to issue not more than 30,000 series H3 bearer bonds with the nominal value of PLN1,000 each and the total nominal value of PLN30,000,000. The Guarantor's series H3 bonds were to be issued for the period of 36 months, counting from the issue date, in a book-entry form, be secured, offered in a private placement, deposited with the depository of securities kept by the KDPW, and be subject to application for being listed on the Catalyst Alternative Trading System organized by the GPW.

On 19 December 2013, 30,000 of the Guarantor's series H3 ordinary bearer bonds were issued with the nominal value of PLN1,000 each and the total nominal value of PLN30,000,000. The issue price of the Guarantor's series H3 bonds was equal to the nominal value of the Guarantor's series H3 bonds. The Guarantor's series H3 bonds were secured by a registered pledge over MCI Fund Management Spółka z ograniczoną odpowiedzialnością MCI.PrivateVentures S.K.A.'s 1,590 investment certificates connected with Sub-fund MCI.EuroVentures 1.0. and 199,868 investment certificates connected with Sub-fund MCI.TechVentures 1.0., pursuant to the registered pledge agreement of 29 October 2013, to the highest security amount of PLN90,000,027.03.

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The interest rate on the Guarantor's series H3 bonds was based on the WIBOR 6M rate increased by an annual margin of 4.50 pp.

The Guarantor's series H3 bonds may be subject to early redemption at the request of the bondholders or the Guarantor, on the terms set forth in the terms and conditions of the Guarantor's series H3 bond issue.

The redemption date for the Guarantor's series H3 bonds was determined for 19 December 2016. The goal of the issue of the Guarantor's series H3 bonds was not defined.

The Guarantor's series H3 bonds were introduced to trading on the Catalyst Alternative Trading System, organized by the GPW. On 26 March 2014, their first listing on that organized market took place.

(d) The issue of the Guarantor's series G1 bonds

On 17 September 2012, the Guarantor's General Meeting adopted Resolution no. 03/NWZ/2012 regarding the issue of series G1 to G5 convertible bonds, a conditional increase in the Guarantor's share capital, and exclusion of the current shareholders' pre-emptive right: series G1, G2, G3, G4, and G5 convertible bonds and the Guarantor's series Z shares to be issued under the conditional increase in the Guarantor's share capital. That Resolution was later amended by Resolution no. 03/NWZ/2013 of 17 December 2013. Pursuant to the abovementioned Resolution, the Guarantor's General Meeting adopted the issue program of no more than 50,000 bonds:

- with the nominal value of PLN1,000 each and the total nominal value of PLN50,000,000,

- convertible to no more than 5,555,000 of the Guarantor's series Z ordinary bearer shares, and

- with the issue date not later than 31 December 2015.

On 12 March 2014, the Guarantor's Management Board adopted Resolution no. 1 regarding the issue of series G1 bonds, pursuant to which the Guarantor, under the Guarantor's existing bond issue program, was to issue no more than 50,000 series G1 bearer bonds with the nominal value of PLN1,000 each and the total nominal value of no more than PLN50,000.

On 21 March 2014, 50,000 of the Guarantor's series G1 bonds were issued with the nominal value of PLN1,000 each and the total nominal value of PLN50,000,000. The issue price of the Guarantor's series G1 bonds was equal to the nominal value of the Guarantor's series G1 bonds. The Guarantor's series G1 bonds were not secured.

The interest rate on the Guarantor's series G1 bonds was based on the WIBOR 6M rate increased by the fixed annual margin of 3.90 pp.

The Guarantor's series G1 bonds may be subject to early redemption at the bondholders' request, on the terms set out in the terms and conditions of the Guarantor's series G1 bond issue.

The Guarantor's series G1 bonds may be converted to the Guarantor's series Z shares (issued under the conditional increase in the Guarantor's share capital) on the terms set out in the terms and conditions of the Guarantor's series G1 bond issue. The price of conversion of the Guarantor's series G1 bonds to the Guarantor's series Z shares is, in principle, PLN12.00, but in special cases this price may be changed. The conversion takes place at the request of the bondholder.

The Bond redemption date was determined for 21 March 2018. The goal of the issue of Bonds was not defined.

(e) The issue of secured series I1 ordinary bearer bonds

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Pursuant to Resolution no. 1 of 7 March 2014, the Guarantor's Management Board adopted the issue program of no more than 100,000 series I bonds:

- with the nominal value of PLN1,000 each and the total nominal value of no more than PLN100,000,000,

- with the issue date not later than 31 December 2015 (inclusive) and maturity of no more than 60 months, counting from the bond issue date,

- in a book-entry form,

- without a specified goal of issue,

- offered in a private placement and registered with the depository of securities kept by the KDPW,

- to be subject to application for being listed on the Catalyst Alternative Trading System organized by the GPW or BondSpot S.A.,

- constituting secured bearer securities, and

- secured by the registered pledges were to be established over investment certificates held by the Guarantor or companies related to the Guarantor.

On 17 October 2014, 31,000 of the Guarantor's series I1 bonds were issued with the nominal value of PLN1,000 each and the total nominal value of PLN31,000,000. The issue price of the Guarantor's series I1 bonds was equal to the nominal value of the Guarantor's series I1 bonds. The Guarantor's series I1 bonds were secured by a registered pledge over MCI Fund Management Spółka z ograniczoną odpowiedzialnością spółka jawna's 2,990 investment certificates connected with Sub-fund MCI.EuroVentures 1.0. and 322,549 investment certificates connected with Sub-fund MCI.TechVentures 1.0., pursuant to the registered pledge agreements of 7 March 2014.

The interest rate on the Guarantor's series I1 bonds was based on the WIBOR 6M rate increased by the fixed annual margin of 3.90 pp.

The Guarantor's series I1 bonds may be subject to early redemption at the bondholders' request, on the terms set out in the terms and conditions of the Guarantor's series I1 bond issue.

The redemption date of the Guarantor's series I1 bonds was determined for 17 October 2017. The goal of the issue of the Guarantor's series I1 bonds was not defined.

The Guarantor's series I1 bonds were introduced to trading on the Catalyst Alternative Trading System organized by the GPW. On 15 December 2014, their first listing on the organized market took place.

(f) The issue of the Guarantor's series J bearer bonds

Pursuant to the Resolution no. 1 of 4 December 2015, the Guarantor's Management Board adopted the issue program of no more than 200,000 series J bonds:

- with the nominal value of PLN1,000 each and the total nominal value of no more than PLN200,000,000,

- with the issue date on 11 December 2015 and maturity date on 11 December 2018,

- in a book-entry form,

- without a specified goal of issue,

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- offered in a private placement and registered with the depository of securities kept by the KDPW,

- to be subject to application for being listed on the Catalyst Alternative Trading System organized by the GPW or BondSpot S.A.,

- constituting secured bearer securities, and

- secured by the registered pledges were to be established over investment certificates held by the Guarantor or companies related to the Guarantor.

On 11 December 2015, 66,000 of the Guarantor's series J bonds were issued with the nominal value of PLN1,000 each and the total nominal value of PLN66,000,000. The issue price of the Guarantor's series J bonds was equal to the nominal value of the Guarantor's series J bonds. The Guarantor's series J bonds were secured by a registered pledge over MCI Fund Management Spółka z ograniczoną odpowiedzialnością's 6,086 investment certificates connected with Sub-fund MCI.EuroVentures 1.0. and 643,951 investment certificates connected with Sub-fund MCI.TechVentures 1.0., pursuant to the registered pledge agreements of 27 October 2015.

The interest rate on the Guarantor's series J bonds was based on the WIBOR 6M rate increased by the fixed annual margin of 3.90 pp.

The Guarantor's series J bonds may be subject to early redemption at the bondholders' request, on the terms set out in the terms and conditions of the Guarantor's series J bond issue.

The redemption date of the Guarantor's series J bonds was determined for 11 December 2018. The goal of the issue of the Guarantor's series J bonds was not defined.

The Guarantor's series J bonds were introduced to trading on the Catalyst Alternative Trading System organized by the GPW. On 29 February 2016, their first listing on the organized market took place.

15. Third Party Information and Statement by Experts and Declarations of Any Interest

Auditor's opinion on Guarantor's individual financial statements for the financial years ended 31 December 2015 and 31 December 2014 and the Guarantor's capital group's consolidated financial statements for the financial year ended 31 December 2014 has been prepared by the:

Audit firm: KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.

License no.: 3546

Registered office: ul. Inflancka 4A, 00-189 Warsaw, Poland

Responsible person: Ewa Jóźwik (license no. 11154) and Stacy Ligas

Auditor's opinion on Guarantor's individual financial statements and the Guarantor's capital group's consolidated financial statements for the financial year ended 31 December 2013 has been prepared by the:

Audit firm: PKF Consult Spółka z ograniczoną odpowiedzialnością

License no.: 477

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Registered office: ul. Okrzycka 6, lok. 1B, 02-695 Warsaw, Poland

Responsible person: Ewa Ogryczak (license no. 11577)

To the extent known to the Guarantor, the abovementioned entities have no material interest in the Guarantor.

16. Documents on Display

The audited consolidated financial statements of the Guarantor and auditor's opinions thereof, are, available for inspection during the standard working hours, upon request at the Guarantor's registered office, and on the Guarantor's website www.mci.pl.

Any annual reports are available at the same place. Any other documents and materials specified herein and relating to the Guarantor, including any past financial data of the Guarantor and its subsidiaries for each of the two financial years prior to the publication of this Prospectus, and the Guarantor's Articles of Association and are also available for inspection at the Guarantor's registered office.

Any documents specified in this section will be available at the aforementioned locations until the expiration of this Prospectus.

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INFORMATION ABOUT THE SECURITY PROVIDER

1. General Information about the Security Provider

Legal (statutory) name: Alfanor 13131 AS

Legal form: limited company

Registered office: Oslo

Country of registered office: Norway

Registered address: c/o Intertrust (Norway) AS, Bryggegata 6, 0250 Oslo, 0301 Oslo

Postal address: c/o Intertrust (Norway) AS, Postboks 2051 Vika, 0125 Oslo

Country of incorporation: Norway

Telephone no: +47 23 30 83 20

Business register number: 911 798 808

2. Incorporation and History of the Security Provider

Alfanor was established on 20 March 2013 under the name Alfanor 13131 AS, as a result of its incorporation and adoption of articles of association.

Alfanor was registered in the Norwegian Register of Business Enterprises on 10 April 2013, under the number 911 798 808.

Alfanor was established for an indefinite time.

Alfanor operates under the laws of Norway.

The following events in the development of Alfanor's business activity have been relevant up-to-date:

On 20 March 2013, the company under the name Alfanor 13131 AS was established. It was incorporated in the Norwegian Register of Business Enterprises (Foretaksregisteret) on 10 April 2013. In 2013 Alfanor acquired 11,200,000 shares in Indeks. In 2014, Alfanor acquired 1,692,510 shares in Indeks.

3. Responsible Auditors

3.1 Financial statements for the financial year ended 31 December 2014

Alfanor's individual financial statements for the financial year ended 31 December 2014 were audited by: Audit firm: Revisjonsselskapet K-TEAM AS License no.: 976048695 Registered office: Brynsveien 96, 1352 Kolsås, Postboks 17, 1333 Kolsås, Norway Responsible person: Kjell Korsgarden License no.: 1009393

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3.2 Financial statements for the financial year ended 31 December 2013

Alfanor's individual financial statements for the financial year ended 31 December 2013 were audited by: Audit firm: Revisjonsselskapet K-TEAM AS License no.: 976048695 Registered office: Brynsveien 96, 1352 Kolsås, Postboks 17, 1333 Kolsås, Norway Responsible person: Kjell Korsgarden License no.: 1009393

3.3 Information on the auditor's resignation, dismissal or change

There has been no change in Alfanor's auditors.

4. Risk Factors

The risk factors are included on pages 19-21 of this Prospectus under chapter Risk Factors Related to the Security Provider.

5. Recent Events Related to Security Provider's Solvency

The company has made a significant investment in the listed Turkish company Indeks during the financial year of 2013. The cost price for the shares was TRY 39,969,215. Additional shares in the same company were purchased during the financial year of 2014, at the cost price of TRY 7,436,985.

The market value of the shares is slightly reduced after the date of the annual accounts of 2014, but is not exceeding what can be characterized as normal fluctuations. During first half of 2015 Alfanor received TRY 4,469,238 of dividends from Indeks. Also during first six months of 2015 some additional shares of Indeks were purchased at the cost price of TRY 158,472.

The financial position of Alfanor is closely related to Indeks performance which disclosed a net profit of TRY 7.4m in 2Q15, up by 84% year on year basis (YoY), but down by 30% quarter on quarter (QoQ). Despite being broadly in line with expectations at the EBITDA level, the deviation at the bottom line stemmed mainly from the higher than expected net financial expenses. On a YoY basis, the 99% YoY increase at the top line along with a leaner opex/sales ratio of 2.2% in 2Q15 (from 2.8% in 2Q14), taking the operating margin up by 0.5pp, were the main factors behind the surge at the bottom line. It is expected that next 12M performance of Indeks should be in range of +20% to +30%.

6. Business Overview

Alfanor has been established as a special purpose vehicle. The main scope of Alfanor's business is to hold shares in other companies and businesses, as well as to engage in other related activities. Alfanor does not produce any goods and does not provide any services outside its scope of business. Alfanor does not employ any employees.

7. Organisational Structure

Please see the structure chart and description on page 85 of the Prospectus. Alfanor belongs to a capital group whose parent is the Fund. Alfanor belongs to the same capital group as the Issuer,

Thus, Alfanor is not a subsidiary of the Guarantor or a member of the Guarantor's Group.

Alfanor has a subsidiary, Indeks, in which it holds 13,542,317 shares, representing in aggregate 24.18% of Indeks' share capital.

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8. Trend Information

Alfanor is not aware of any material adverse change in its prospects since 31 December 2014.

Alfanor is not aware of any trends, obligations or events that might have a significant impact on the prospects of Alfanor for the subsequent accounting period.

9. Profit Forecasts or Estimates

Alfanor did not make a profit forecast or estimate.

10. Administrative, Management and Supervisory Bodies

Alfanor is managed by Alfanor's Board of Directors. Alfanor's Board of Directors consists of one to three members. Members of the Alfanor's Board of Directors were not entrusted with any particular functions within the scope of their duties as members of the Alfanor's Board of Directors. The Chairman of Alfanor's Board of Directors is individually empowered to represent Alfanor.

On 6 May 2013, Alfanor concluded the management agreement with, among others, Sub-fund MCI.EuroVentures 1.0., Hans Gustav Clemetsen, and Intertrust (Norway) AS. The subject of the management agreement is the provision of directorship, management, accounting and corporate secretarial services for Alfanor by, in particular, Hans Gustav Clemetsen and Intertrust (Norway) AS. Pursuant to the management agreement, Intertrust (Norway) AS, where Hans Gustav Clemetsen is employed, agreed to provide him with sufficient time for performing his duties as a director of Alfanor. Under the management agreement Hans Gustav Clemetsen agreed to be appointed member of Alfanor's Board of Directors. The management agreement sets out the list of cases, in which Hans Gustav Clemetsen may terminate that agreement, resign from his function at Alfanor or cease to further perform it. At the same time, according to the management agreement, Intertrust (Norway) AS shall independently and without the consent of the Sub-fund MCI.EuroVentures 1.0. (“Principal”), but having duly informed the Principal to replace the Chairman of Alfanor's Board of Directors with another Intertrust (Norway) AS's employee if it so deems feasible. The replacement of the Chairman of Alfanor's Board of Directors may be effected for various reasons, including internal reasons on Intertrust (Norway) AS's side.

Alfanor's Board of Directors currently consists of the following members:

10.1 Hans Gustav Clemetsen – Chairman of Alfanor's Board of Directors

Since May 2013 he has been Chairman of the Board and Managing Director at Alfanor. Holding his position at Alfanor he performs and has performed activities involving, in particular, administration of Alfanor.

The place of Hans Gustav Clemetsen's work is Intertrust (Norway) AS, registered address: Bryggegata 6, 0250 Oslo, Norway.

Except for Alfanor he does not perform any functions, other than those mentioned above, which could be of any significance for Alfanor.

10.2 Felix Edgren – Deputy Board Member

Since July 2015 he has been Deputy Board Member at Alfanor. Holding this position he performs and has performed activities consisting, in particular, of administration of Alfanor.

The place of Felix Edgren's work is Intertrust (Norway) AS, registered address: Bryggegata 6, 0250 Oslo, Norway.

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Except for Alfanor he does not perform any functions, other than those indicated above, which could be of any significance for Alfanor.

Alfanor is not aware of any potential conflict of interest of persons representing Alfanor's Board of Directors between any of their duties to Alfanor and their private interests. According to representations submitted by ach member of Alfanor's Board of Directors, with respect to any of these persons there is no conflict of interest or potential conflict of interest between these persons' duties to Alfanor and their private interests or other duties.

11. Major Shareholder

Sub-fund MCI.EuroVentures 1.0. holds 100% of shares in Alfanor.

There are no arrangements known to Alfanor, the operation of which may, at a subsequent date, result in a change of control of Alfanor. To the extent known to Alfanor, there are no measures in place to ensure that the control of Alfanor is not abused.

12. Financial Information Concerning the Security Provider's Assets and Liabilities, Financial Position and Profits and Losses

12.1 Historical Financial Information

The historical financial information of the Security Provider is incorporated to this Prospectus by reference.

Historical financial statements for financial years ended 31 December 2013 and 31 December 2014, respectively, have been audited.

Alfanor's latest individual financial statements were prepared for the period from 1 January 2014 to 31 December 2014.

12.2 Information about the basis for preparation of the financial statements of the Security Provider

Alfanor does not prepare consolidated financial statements. Alfanor prepares only individual financial statements.

Audited financial statements of Alfanor for the year ended 31 December 2013 and for the year ended 31 December 2014 were prepared in accordance with the Norwegian accounting standards.

12.3 Selected Historical Financial Information

(a) Statement of profit or loss and statement of other comprehensive income

For the period from 1 January 2014 to 31 December 2014 and the period from 1 January 2013 to 31 December 2013 in NOK:

1.01.2014 - 1.01.2013 - Statement of profit and loss 31.12.2014 31.12.2013 Profit before income tax 76,642,994 5,292,258 Profit for the period 76,642,994 5,292,258 Earnings per share for the annual period (in NOK per share) - basic 766,429 52,922 - diluted 766,429 52,922 TOTAL COMPREHENSIVE INCOME 76,642,994 5,292,258

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(b) Statement of Financial Position

For the year ended 31 December 2014 and the year ended 31 December 2013 in NOK:

Statement of financial position 31.12.2014 31.12.2013 Non-current assets 234,059,713 131,506,390 Current assets 837,920 306,449 Total assets 234,897,633 131,812,839 Equity 142,357,963 65,714,969 Non-current liabilities 21,777,965 65,955,606 Current liabilities 70,761,705 142,265 TOTAL EQUITY AND LIABILITIES 234,897,633 131,812,839

12.4 Legal and Arbitration Proceedings

Alfanor does not conduct any judicial, administrative or arbitration proceedings and has not conducted such proceedings in the period of the past 12 months, which, in Alfanor's best opinion, could have/had, in the past 12 months, a material impact on Alfanor's financial standing and/or profitability.

12.5 Significant Change in Alfanor's Financial or Trading Position

Alfanor's financial standing is highly correlated with the changes in the prices of Indeks' shares that are listed on the stock exchange and the situation on the foreign exchange market. Indeks' shares, as at the end of 2014, were valued in Alfanor's books at the level of TRY5.70, while, as at the end of June 2015, their price was at the level of TRY5.50. In the meantime, in the second quarter of 2015, Alfanor received TRY0.3658 of dividend per share. The above mentioned pure equity loss of 3.5% in Alfanor's Income Statement (excluding the received dividend) was offset to some extent by the appreciation of TRY against NOK.

13. Additional Information

13.1 Share Capital

The share capital of Alfanor amounts to NOK783,300 and is divided to 100 shares of a nominal value of NOK7,833.00 each. Alfanor has one share class.

The share capital of Alfanor has been covered in full with a cash contribution.

13.2 Alfanor's Articles of Association

Alfanor's Articles of Association were adopted by Alfanor's general meeting. As of the date of this Prospectus, Alfanor's Articles of Association adopted by the extraordinary shareholders' meeting on 14 May 2013, are valid.

In accordance with §3 of Alfanor's Articles of Association, Alfanor's core business activity is to hold shares in other companies and businesses, and engage in other related activities.

14. Material Contracts

Agreements considered to be material are the agreements concluded by Alfanor, the value of which exceeded 10% of Alfanor's equity as at 31 December 2014, i.e., NOK14,235,796, and those which, in Alfanor's opinion, due to their specific subject matter or character, may be relevant for Alfanor's business activity and financial standing.

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14.1 Amended and Restated Loan Agreement dated 14 May 2015

On 14 May 2015, the Amended and Restated Loan Agreement was concluded between Sub-fund MCI.EuroVentures 1.0. and Alfanor (the Agreement of 14 May 2015). The Agreement of 14 May 2015 is governed and construed in accordance with Norwegian law.

Pursuant to the Agreement of 14 May 2015, the provisions of the Agreement of 14 May 2015 replaced in full the provisions of the loan agreement concluded initially between Sub-fund MCI.EuroVentures 1.0. and Alfanor on 15 May 2013, on the basis of which Alfanor borrowed an amount of EUR9,000,000. As at the date of the Agreement of 14 May 2015, the balance of the loan was EUR7,810,000.

Based on the Agreement of 14 May 2015, Sub-fund MCI.EuroVentures 1.0. lent to Alfanor EUR9,000,000. This agreement replaced the initial loan agreement of 15 May 2013, on the basis of which Sub-fund MCI.EuroVentures 1.0. lent to Alfanor EUR9,000,000 and Alfanor used the amount of PLN 7.810.000 under the above mentioned facility as of the date of 14 May 2015. The facility used by Alfanor was considered for the purposes of the Agreement of 14 May 2015. In accordance with the Agreement of 14 May 2015, the facility has not been charged with interest.

The facility under the Agreement of 14 May 2015 shall be repaid on 15 May 2016, subject to a stipulation that, if the articles of association of the Fund allow a longer repayment period, the repayment period may be unilaterally prolonged by Sub-fund MCI.EuroVentures 1.0. for a maximum of one additional year, giving a total repayment period of the maximum of five years from 15 May 2013. The Agreement of 14 May 2015 allows the facility to be prepaid, without penalty, upon prior notice.

In accordance with the Agreement of 14 May 2015, the obligations of Sub-fund MCI.EuroVentures 1.0. as lender under the Agreement of 14 May 2015 are conditional that any dispositions by either of the parties to the Agreement of 14 May 2015 which may affect its capital situation should be immediately communicated to the other party in writing.

In accordance with the Agreement of 14 May 2015, if the following events occur:

(a) Alfanor fails to pay any sum payable under the Agreement of 14 May 2015 or defaults in the performance of any obligation under the Agreement of 14 May 2015, and (if such default is, in the opinion of Sub-fund MCI.EuroVentures 1.0., remediable) such default is not remedied within seven days after Sub-fund MCI.EuroVentures 1.0. notified Alfanor of such default; or

(b) Alfanor fails to immediately communicate any internal disposition which may affect Alfanor's capital situation;

Sub-fund MCI.EuroVentures 1.0. shall be entitled to declare that any outstanding indebtedness under the facility (under the Agreement of 14 May 2015) has become due and payable, whereupon the same shall, immediately or in accordance with such notice, become due and payable, unless Sub-fund MCI.EuroVentures 1.0. agrees otherwise.

The current outstanding balance of the facility under the Agreement of 14 May 2015 amounts to EUR 7,810,000.

The Agreement of 14 May 2015 has been considered material due to its value.

14.2 Loan agreement dated 12 March 2014

On 12 March 2014, a loan agreement was concluded between Sub-fund MCI.EuroVentures 1.0. and Alfanor (the Agreement of 12 March 2014). The Agreement of 12 March 2014 is governed and construed in accordance with Norwegian law. The Agreement of 12 March 2014 was modified by the amendment dated 3 November 2014 and 11 November 2014.

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Based on the Agreement of 12 March 2014, Sub-fund MCI.EuroVentures 1.0. granted to Alfanor a drawable facility of up to EUR8,000,000. The annual interest has been charged at the rate of 1%. The above mentioned facility was made available to Alfanor as of the date of the Agreement of 12 March 2014 and for the period until 31 December 2014 (the "drawdown period"). Alfanor was entitled under the Agreement of 12 March 2014 to request amounts from the above mentioned facility to be made available as many times as deemed necessary, and Sub-fund MCI.EuroVentures 1.0. was obliged to make such amounts available to Alfanor upon such request.

Initially, the facility under the Agreement of 12 March 2014 was to be repaid within one year from the date of its execution, subject to a stipulation that, if the articles of association of the Fund allow a longer repayment period, the repayment period may unilaterally be prolonged by Sub-fund MCI.EuroVentures 1.0. for a maximum of four additional years, giving a total repayment period of a maximum five years from the date of execution of the Agreement of 12 March 2014. The Agreement of 12 March 2014 allows the facility to be prepaid, without penalty, upon a prior notice. The repayment date of the facility was extended to 16 November 2016.

In accordance with the Agreement of 12 March 2014, the obligations of Sub-fund MCI.EuroVentures 1.0. as a lender under the Agreement of 12 March 2014 are subject to the condition. The abovementioned condition is that any dispositions by either of the parties to the Agreement of 12 March 2014 which may affect its capital situation, should be immediately communicated to the other party in writing.

In accordance with the Agreement of 12 March 2014, if the following events occur:

(a) Alfanor fails to pay any sum payable under the Agreement of 12 March 2014 or defaults in the performance of any obligation under the Agreement of 12 March 2014, and (if such default is, in the opinion of Sub-fund MCI.EuroVentures 1.0., remediable) such default is not remedied within seven days after Sub-fund MCI.EuroVentures 1.0. notified Alfanor of such default; or

(b) Alfanor fails to immediately communicate any internal disposition which may affect Alfanor's capital situation;

Sub-fund MCI.EuroVentures 1.0. shall be entitled to declare that any outstanding indebtedness under the facility (under the Agreement of 12 March 2014) has become due and payable, whereupon the same shall, immediately or in accordance with such notice, become due and payable, unless Sub-fund MCI.EuroVentures 1.0. agrees otherwise.

Prior to the date of this Prospectus, pursuant to the Agreement of 12 March 2014, Alfanor received the total amount of EUR3,500,000, of which EUR1,090,000 has been repaid by Alfanor.

The Agreement of 12 March 2014 has been considered material due to its value.

15. Third Party Information and Statement by Experts And Declarations of Any Interest

Auditor's opinion on Alfanor's individual financial statements for the financial year ended 31 December 2014 has been prepared by the: Audit firm: Revisjonsselskapet K-TEAM AS License no.: 976048695 Registered office: Brynsveien 96, 1352 Kolsås, Postboks 17, 1333 Kolsås, Norway

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Responsible person: Kjell Korsgarden License no.: 1009393

Auditor's opinion on Alfanor's individual financial statements for the financial year ended 31 December 2013 has been prepared by the: Audit firm: Revisjonsselskapet K-TEAM AS License no.: 976048695 Registered office: Brynsveien 96, 1352 Kolsås, Postboks 17, 1333 Kolsås, Norway Responsible person: Kjell Korsgarden

License no.: 1009393

To the extent known to Alfanor, the abovementioned entities have no material interest in Alfanor.

16. Documents on Display

For the life of the Prospectus the following documents (or copies thereof), where applicable, may be inspected on both the Issuer's and the Guarantor's websites:

(a) Alfanor's Articles of Association;

(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Alfanor's request, any part of which is included or referred to in the Prospectus; and

(c) the historical financial information of Alfanor for each of the two financial years preceding the publication of the Prospectus.

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INFORMATION ABOUT INDEKS

1. General information about Indeks

Legal (statutory) name: Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş.

Legal form: a public joint stock corporation

Registered office: Istanbul

Country of registered office: Turkey

Address: Merkez Mah. Erseven Sok. No: 8/1, 34406 Kağıthane, Istanbul

Country of incorporation: Turkey

Telephone: +90 (212) 331 21 21

Fax: +90 (212) 332 09 09

Website address: www.index.com.tr

Istanbul Trade Registry Number: 256376

2. Incorporation and History of the Indeks

Indeks was founded on 10 July 1989 to operate in the computer sector. Indeks was transformed into a joint stock company in April 2000. The headquarters of Indeks is in Istanbul and it has branches in Ankara, Izmir ans Diyarbakır. Indeks operates in the Information Technologies (IT) sector and deals with the purchase, sales technical and software support of computers supplies and data transmission equipment.

Indeks is registered to the Capital Markets Board of Turkey since June 2004 and 15.34% of its shares are traded on Istanbul Stock Exchange (the ISE).

Indeks elected its financial year to be 1st January to 31st December.

Indeks was established for an indefinite time.

Indeks operates under the laws of Turkey, the Indeks articles of association, as well as the other internal regulations of Indeks.

The following events in the development of Indeks' business activity have been relevant up-to-date:

Indeks entered into a distributorship agreement with 3M, an American company operating in Turkey, for 3M magnetic medium products in 1989. Indeks increased its market share in the 3M magnetic products market from 1.2% to 55% in one year. It achieved a turnover of approx. USD 875,000 with only 6 members of staff in 1989. In the following year, 1990, it made a turnover of approx.USD 1,380,000 with 19 members of staff. In 1991 it entered into a contract with the Italian company named Olivetti to act as an authorised seller of Olivetti PC products. In the same year, Indeks increased the number of staff to 36 and made a turnover of approx.USD 2,188,000.

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Indeks set up Ankara branch as its first branch in 1992 and started more permanent activities in the Central Anatolia Region. In 1992 the number of its staff increased to 49 and its turnover reached USD 3.7 million.In 1993, Indeks reached a turnover of USD 9.2 million and it had 56 members of staff.

In 1994, it has become the Turkish distributor of HP consumables, APC Uninterrupted Power Supplies and Siemens Nixdorf PC products. Then, it became the 19th biggest IT company of the Turkish market. In 1994 it reached a turnover of USD 11.3 million and it had 61 members of staff.

It founded its Izmir branch in April 1995 and signed a contract with IBM in May. Just in the second half of the same year, i.e. at the end of 1995, it was granted “IBM PC Business Partner Award” by IBM due to its achievements as a business partner. With its significant ‘channel' activities in the same year, Indeks won “The Most Active Distributor Award” of Interpro Medya A.Ş., which is considered valuable by the sector. It achieved a turnover of USD 15.9 million and 62 members of staff in 1995. Thereafter, it has become the 16th biggest IT company in the sector.

In 1996, IBM changed the distribution model in PC sales organization and adopted the “distributorship” model. Thus, Indeks has become the first Turkish company that entered into a distributorship contract with IBM. It made 4,127 units of IBM PC in 8 days in April of the same year, which was first in the market. By the end of the year, Indeks reached the turnover of USD 38.7 million and it had 70 members of staff. It received the title of “The Most Active Computer Company” once more in 1996, just like in 1995.

In 1997, Indeks has become the 8th biggest IT company in Turkey, with a turnover of USD 58.6 million and 75 members of staff.

Indeks entered into a distributorship agreement for Lotus & IBM Software products, thereby starting distribution of software in 1998. In the same year, it entered into a distributorship agreement with HP A.Ş. for distribution of hardware products. In the same year, it entered into a new agreement with IBM and became the distributor of AS/400, being one of the most important value-added products of Turkey. Towards the end of that year, Indeks entered into a distributorship agreement with Kingston. In 1998, Indeks won “The Most Active IT Company Award” again, after in 1995 and 1996 and became the only IT company obtaining this award three times. In November 1998, the supplies department of Indeks was reorganized as an independent company and became “DESPEC Türkiye” with a joint investment of Von Dorp Despec Group. With its turnover of USD 89.4 million and 131 members of staff in 1998, İndeks became the 6th biggest Turkish IT company.

In 1999, Indeks entered into a distributorship agreements with many significant world brands such as Cisco, Microsoft, Xerox, IBM Pos and Escort and its “logistics centre” started operations in June of the same year. Indeks reached the turnover of USD 111 million with 155 members of staff in 1999.

On 12 April 2000, Indeks transformed from a limited liability company into a joint stock company. In August 2000, Pouliadis and Associate Societe Anonyme Industrial and Commercial of High Technology Systems S.A. acquired 50% of Indeks, as a result of which Indeks became a company with foreign shareholder. In the same year, Indeks entered into an agreement for distributorship of Epson products and added Epson products to its increasingly growing range of products. Indeks achieved a turnover of USD 163 million by the end of 2000.

In 2001, Indeks entered into a distributorship agreement with COMPAQ. With this agreement, Indeks blazed a trail being the only distributor dealing with IBM, HP and COMPAQ PC products. In the same year, Indeks also entered into distributorship agreements for Novel, Sony and Microsoft OEM products. Indeks continued its investments regardless of the economic crisis in 2001 and in March of the same year, it acquired 50.5% of Datagate Bilgisayar Malzemeleri Ticaret AŞ. (Datagate), which is a leading company in computer parts/OEM sector, thereby boosting the morale of the sector. In the same period, it acquired 70% of Neteks İletişim Ürünleri Dağıtım A.Ş. (Neteks), which is one of the highly experienced distribution companies in the network, and continued its growth regardless of the crisis. In the Turkey Top 500 ICT Companies Ranking performed annualy by Interpro Medya A.Ş. (“Top 500 Ranking”), in 2001, Indeks ranked 1st in the

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category of “IT Hardware Incomes”, 2nd in the category of “Turkish IT Companies” and 11th in the general ranking of the information and communication technologies (ICT) sector.

In 2002, Oki printers and Toshiba notebook and server products were included in the Indeks range of products. The turnover of Indeks in 2002 was USD 189 million.

Products with Fujitsu Siemens and Nec brands were added to the product portfolio of Indeks in 2003. Further, the share of Indeks in Datagate, of which 50.5% shares were acquired by Indeks in 2001, was increased to 85%. The consolidated turnover of Indeks reached USD 323 million as of the end of 2003.

On 24 June 2004, 15.34% of the Indeks' shares were offered to public on ISE. In 2004, Indeks made distributorship contracts with Kingmax and Asus for memory and barebone products, respectively, and started to distribute such products. In the same year, Indeks was awarded ISO 9001:2000 certificate.

On 2 February 2005, Indeks acquired 80% of Neotech Teknolojik Ürünler Dağıtım Anonim Şirketi for wholesale trade of consumer electronics and communication products as a new field of operation of Indeks. In March 2005, the registered capital system was adopted, and its maximum registered capital was approved to reach TRY 75,000,000. In May 2005, the issued capital of Indeks was increased from TRY 17,600,000 to TRY 45,000,000. In September 2005, Indeks entered into an exclusive distributorship agreement with TPV Technology Limited, which has a 19.5% global market share in the worldwide production of the monitors and which has realized a turnover of USD 4 billion in 2004 for distribution of AOC branded LCD, CRT Monitor, Plasma Monitor and LCD TV products in Turkey. According to the Top 500 Ranking issued on 27 May 2005 for 2004, Indeks ranked 1st in the categories of notebooks, desktop PCs, print systems, servers, data backup and storage units, office software and OEM and 8th in the turnover-based general ranking of Turkey. With these results, Indeks achieved to be the only local computer company in the top ten.

In February 2006, 30.3% of the shares of the second biggest company of the group and a subsidiary of Indeks, Datagate, was offered to public and the company's shares were subject of trading on ISE, beginning from 10 February 2006. Thus, two companies of the Indeks group have been offered to public and begun to be traded on ISE. Partnership share of Indeks decreased from 85% to 59.2% with the public offering of Datagate. The issued capital of Indeks was increased from TRY 45,000,000 to TRY 55,000,000 in May 2006. TRY 8,718,703 of the increased amount was covered from the end year profit of 2005 and the rest amount of TRY 1,281,297 from extraordinary reserves. Indeks has executed one of the most important investments in the ICT sector by purchasing Karadeniz Orme A.S. (whose trade name has been changed into Teklos Teknoloji Lojistik Hizmetler A.Ş.). Indeks and its subsidiaries included in the consolidated financial statements distributorship agreements with Canon for printer, fax and scanner products, with Western Digital Corporation for hard disk products, with Panasonic for consumer electronics, with Viewsonic for monitor products and with Sony Vaio for notebook products. According to the 2005 Top 500 Ranking issued in 2006, Indeks, with its turnover of approx.TRY 758,634,000, again ranked 1st in the category of companies selling only computers, like in 2004. Indeks kept its special place as the only local computer company in the top ten. It was also ranked the biggest company in the category of markets with respect to the incomes from server, print systems, OEM, operating system, office software and e-trade sales.

In 2007, Indeks and its subsidiaries entered into a distributorship contracts with Philips for monitors and PC peripherals, Asus for notebook products, Apple IMC for Apple brand products, Trend Micro for software products for internet security and viruses, Nokia for e-series products and LG Electronics for notebook products. In July 2007, the issued capital of Indeks was increased from TRY 55,000,000 to TRY 56,000,000. The amount of increase, i.e. TRY 1,000,000 was covered from the profit for the period of 2006.

On 24 July 2007, Indeks and its subsidiary Datagate sold 50% of their shares in Neteks, an affiliate of Indeks, to Westcon Group Eurepean Operation Limited, one of the leading global companies in its field. 26% of the 50% shares were sold by Indeks and 24% of the shares were sold by Datagate. Following such sale, the shares of Neteks were held by Indeks and Westcon Group on 50%-50% basis. It was the first time when Westcon Group made an investment in Turkey on the joint ownership basis. After the abovementioned

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transaction, Westcon Group was operating only with its fully owned subsidiaries in 19 countries around the world.

According to the 2007 Top 500 Ranking, Indeks ranked 7th in the general ranking based on turnover achieved in 2006 among other companies, including telephone operators and mobile phone sellers. It also ranked first with its sales income of approx. TRY 901,778,000, like in the previous years, in the category of companies selling only computers. Further, it ranked 1st in nine ICT categories. The categories in which Indeks ranked first were: the portable computer wholesale trader and distributor, data backup and storage hardware, server, print systems wholesale trader and distributor, data communication hardware, OEM products, operating system, office software wholesale trader and distributor and e-trade.

In 2008, Indeks entered into a distributorship agreement with LG, which is one of the most valuable brands of the world, for notebooks, consumer products and monitors and with Asustek for Asus branded server products. In the same year, Neotech, a subsidiary of Indeks, and Datagate were appointed as the distributors of Wacom and Belkin products, respectively. Indeks ranked 6th in the general ranking based on sales made in 2007 among the first 500 ICT companies, including telephone operators and mobile phone sellers in Turkey. Indeks also ranked 1st with a sales revenue of approx. TRY 1,022,919,000, like the previous years, in the category of companies selling only computers. Further, it ranked 1st in eight ICT categories.

In 2009, Indeks entered into a distributorship agreements with Iomega and Dell and a supply contract with Best Buy. The contracts entered into by Neotech A.Ş., a subsidiary of Indeks, for Apple and Airties products were transferred to Indeks as a result of the segment adjustments in this year. In the same period, Neteks, an affiliate of Indeks, entered into a distributorship agreements with Juniper, IBM ISS and Avaya, and Datagate entered into a distributorship agreement with Fujitsu Siemens. Indeks ranked 7th in the Top 500 Ranking, with its sales income of approx. TRY 927,893,000, in the turnover-based general ranking of Turkish companies. In the analysis of the general ranking results, Indeks ranked 1st, as the previous years, among the companies dealing with computer trade only. It also ranked 1st in six ICT categories. Further, Datagate, which is a subsidiary of Indeks, ranked 1st in the category of OEM (computer parts) incomes and Neteks, which is also a subsidiary of Indeks, ranked 1st in the category of data communication hardware.

In 2010, Indeks logistic company - Teklos A.Ş. achieved the contract of Turkish Telecom for storage and distribution of the products which will be provided to the customers of Turkish Telecom. Indeks ranked 7th among the Top 500 Ranking, with its sales income of TRY 1,087,422, in the turnover-based general ranking. In the analysis of the general ranking results, Indeks ranked 1st, as the previous years, among the companies dealing with computer trade only. It also ranked 1st in six different ICT categories. These were personal computer, mobile, printing systems, data back up and storage, monitor, operating systems and B2B e-trade. Further, Datagate, a subsidiary of İndeks, ranked 1st in the category of OEM (computer parts) incomes and Neteks, also a subsidiary of İndeks, ranked 1st in the category of "data communication hardware”. Furthermore, Indeks has started negotiations with Canon Eurasia Ltd for the distribution of cameras, video camcorders products and their accessories in Turkey as Canon is one of the biggest producer of these types of products in the world.

A subsidiary of Indeks, Neteks achieved the distributor of the year award organized by Cisco Systems in 2009. Indeks achieved the most efficient business partner award which was organized by Lenovo in China in 2009. In addition, Indeks has been awarded the distributor of the year organized by IBM Turk Ltd in Istanbul.

In 2011, in parallel to Indeks business plans and targets, Indeks acquired 51% of Artım Bilişim Çözüm ve Dağıtım A.Ş. which provides distribution of value added solutions and supplies spare parts in IT sector. This transaction involved USD 780,000.

A subsidiary of Indeks, Neotech Teknolojik Ürünler Dağıtım A.Ş. entered into an agreement with Canon Eurasia Ltd to distribute Canon branded cameras, video cameras and accessories in Turkey. In the annual meeting (business partners of the year) held on 2 February 2011 and organized by IBM, the year of 2010 was reviewed. Indeks has been awarded as the Distributor of 2010.

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During the meeting organized by Hewlett Packard Turkey in Istanbul, Indeks has been awarded as having the biggest business volume in personal systems group product group in distributor category between 4 distributors by considering parameters such as revenue made in this product group, superior logistic services given, creating success in the sales of all HP branded products in Turkey.

Indeks ranked 7th among the Top 500 Ranking, in the turnover-based general ranking. Neotech Teknolojik Ürünler Dağıtım A.Ş., a subsidiary of Indeks, entered into an agreement with HTC Corporation to distribute HTC branded smart phones, tablet, PC and accessories in Turkey. Indeks was appointed as the only distributor of Office 365 products by Microsoft Turkey and Europe together. These products include specifications of e-mail, Microsoft Office, combined messaging and file sharing, etc.

In 2012, Indeks established a company - Indeks International FZE in Sharjah Airport International Free Zone in United Arab Emirates to operate mainly in Middle East and Africa in IT. Indeks is a sole shareholder of Indeks International FZE with paid up capital in amount of AED 150,000.

Indeks purchased 55% of Alkım Bilgisayar Sanayi ve Ticaret A.Ş, which provides sales services for leading IT brands of the world, on the basis of the long term strategic targets and business plans of Indeks regarding increase of profitability. USD 3,000,000 was paid for this transaction. In 2011, Indeks ranked 8th in the Top 500 Ranking, in the turnover-based general ranking, with its sales income of approx. TRY 1,513,546,000. In the analysis of the general ranking results, Indeks ranked 1st, as in the previous years, among the companies dealing with computer trade only. Besides, it was ranked 1st company in software and hardware distribution. It also ranked 1st in six different ICT categories. These were: data back up and storage, server, tablet and mobile pc, tablet and mobile pc distribution and B2B e-Trade. Further, Neteks, a subsidiary of Indeks, ranked 1st in the category of network and data communication hardware.

Indeks entered into a contract with Apple Europe Ltd to distribute iPad, Mac, iPod and its accessories in Turkey. Indeks predicts that the Apple brand will be very strategic value in the Indeks future as this brand made a revolution in IT and telecom world. Adding these high consumer demanded products to Indeks product portfolio is intended to make a huge contribution to Indeks growth, with the estimated revenue of approximately TRY 250 million.

On 20 December 2012 Indeks has been awarded by Microsoft Turkey as the distributor of the year in a finished goods licenses category. This award was given in revenue, growth, number of dealers made purchasing from the distributor and efficiency categories.

Alkım Bilgisayar Sanayi ve Ticaret A.Ş., a subsidiary of Indeks, was sold and transferred as a whole with purchasing amount of USD 3,000,000 to Feridun Sabah.

In 2013, Indeks entered into a distribution contract with Canon, which is one of the biggest photocopy and printer producers. Indeks entered into agreement with Seba construction company. According to this agreement, Indeks expects USD 88.5 million from the sale of the project, which will be developed by Seba construction company. Indeks entered into an agreement with Euler Hermes Insurance Company to insure its receivables on April 2013. This is valid for 2 years. Indeks ranked 9th among the Top 500 Ranking, in the turnover-based general ranking, with its sales income of approx. TRY 1,412,201,000. In the analysis of the general ranking results, Indeks ranked 1st, as the previous years, among the companies dealing with computer trade only. It was also ranked 1st company in software and hardware distributor. Further, it ranked 1st in four different ICT categories. Indeks entered into an agreement with Apple for the distribution of Apple iphone products which will make a significant contribution to the Indeks growth.

In 2014, Neteks, which is a subsidiary of Indeks, achieved Cisco award for its superior performance in distribution in 2013. In addition, other Indeks subsidiary - Datagate entered into a distribution agreement with AVEA GSM Operator to distribute telecom products to southern region of Turkey. Indeks entered into an agreement with Lenovo to distribute Lenevo smart phones to non Telco channel in Turkey. Indeks annual sales expectation is approx. TRY 100,000,000 from this distribution contract. Indeks also entered into a

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contract with ACER, AOC and Fujitsu to distribute desktop, laptop, monitor, server, data storage and peripherals in Turkey.

3. Responsible Auditors

3.1 Financial statements for the period from 1 January 2013 to 31 December 2013

The Indeks consolidated financial statement for the period from 1 January 2013 to 31 December 2013 was examined by:

Audit firm: Güreli Yeminli Mali Müşavirlik Ve Bağimsiz Denetim Hizmetleri A.Ş.

Registered office: Merkez Ofis: Beybi Giz Plaza, Dereboyu Coddesi Meydan Sokak No: 1 Kat: 19 34398 Maslak/Istanbul

Responsible person: Dr. Hakki Dede

3.2 Financial statements for the period from 1 January 2014 to 31 December 2014

The Indeks conditional financial statement for the period from 1 January 2014 to 31 December 2014 was examined by:

Audit firm: Güreli Yeminli Mali Müşavirlik Ve Bağimsiz Denetim Hizmetleri A.Ş.

Registered office: Merkez Ofis: Spine Tower Buyukdere Cad. 59, Sok. No: 243 Kat: 25-26 Maslak 34398Sanyer/Istanbul

Responsible person: Dr. Hakki Dede

4. Risk Factors

The risk factors are included on pages 21-23 of this Prospectus under the chapter Risk Factors Related to Indeks.

5. Recent Events Related to Indeks Solvency

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding the recent events related to Indeks solvency.

6. Business Overview

6.1 Principal Activities

Indeks is a holding company, which has 8 affiliates and subsidiaries operating in different fields of technology products. Indeks operates in the IT sector and deals with the purchase, sales, technical and software support of computers, computer supplies and data transmission equipment. Indeks operates as a main distributor (“broadline distributor”) in IT industry. It buys IT products from suppliers at certain prices and maturity periods and subsequently sells the products to the sales channels that will sell them to the end users. All the sales are operated via dealers. Indeks does not plan to develop a sales structure that will include direct sales in the near future. Indeks makes sales and distribution via its 323 employees and more than 7,000 dealers from its logistic centres in Istanbul, Ankara and Izmir.

Indeks branch offices in Ankara and Izmir, established in 1992 and 1995, respectively, operate as “district offices”. Having their own logistic, sales, accounting, finance, current accounts and customer services departments, they are responsible for the district Ankara, Central Anatolia and Eastern Anatolia Regions,

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Izmir Office for the District Izmir, Western Anatolia and Aegean Regions. Other areas are under the responsibility of the headquarters in Istanbul.

Indeks mission is to “Continue its leadership by providing service as a main supply centre of IT products for all companies in the computer channel considering their changing requirements”. This definition has been determined by Indeks board of directors and announced to the general public through the website of Indeks.

6.2 Competitive Position and Markets

In the Top 500 Ranking, Indeks was ranked 9th in the general ranking based on turnover achieved in 2013 among the companies including telephone operators and mobile phone sellers. Indeks ranked 1st in the hardware category among the companies, including those above. Indeks ranked 1st as the previous years, in the category of companies selling only computers. Indeks also ranked 1st in six IT categories.

6.2.1. Turkish IT Sector

The usage of computers in Turkey started in the end of the 80's. Although there was a very rapid development in the sector between the years 1990 and 1995, usage of computers was limited to mostly financial sector, governmental units, big businesses and universities. In the second half of the 90's, the increase in the usage of computers made the IT sector one of the most rapidly growing sectors in Turkey. According to the data issued by International Data Corporation (IDC), the Turkish Information and Communication Technologies (“IT”) sector achieved a compound annual growth rate (“CAGR”) of 20% between 1997 and 2000. In 2000, the Turkish IT sector has reached its greatest business volume of USD 2.3 billion, whereas that figure reduced to USD 1.2 billion with 49% recession in 2001 because of the economical crisis that was encountered in the end of 2000 and the postponement of the demand of IT investments by public and private sectors. The figures achieved in 2000 were again caught only in 2004, with a business volume of USD 2.4 million.

IT investment demands deferred in the 2001 crisis period have been started to be realized with the appearance of the increasing stable outlook of the economy and these investment expenditures have been one of the most powerful dynamics of the market in the first 5 years following 2001. New investments that increased after merger and acquisition operations in all sectors, beginning in the finance and telecommunication sectors and spread to other sectors from 2005 on, technology replacement investments, increased IT investment made by the government as part of e-government projects, increase in the internet usage rates and finally, in the number of the users who follow up the rapidly developing technology became the driving forces of the market between 2005 and 2008. Although the first quarter of 2008 started very favourably, the sector started to lose its strength due to the suit brought to close AKP, a slowdown was experienced in the third quarter when not so many negative results were observed. However, with the last quarter, the sector was affected by the global financial crisis that started at the beginning of October, and thus, the quarter was closed with a double-digit shrinkage. 2009 was experienced as a year when the wounds of the crisis were bandaged; the effects of the crisis in the first quarter diminished with the effect of the VAT cut applied for 6 months, including the second and third quarters, and positive growth was recorded in the fourth quarter. In 2010, IT sector achieved quite gradual growth after constitutional referendum particularly static summer season. In 2011, particularly in the second half of the year, IT sector was affected negatively by currency fluctuations sourced by debt crisis of European countries. On the other hand, if the share of the end-users in the market is monitored in the period between 1995 and 2005, it would be clearly seen that the market structure has changed considerably.

According to IDC's research, IT market achieved growth of 10.4% from 2009 to 2010, 8.1% from 2010 to 2011, 15% from 2011 to 2012 and 9% from 2012 to 2013. In 2014, sector faced with 0.5% shrinkage because of high penetration of smart phones.

It is estimated that the rate of the number of PC in operating status to the total population has increased from 8% to 27% in the period between 1995 and end of 2010, and that the rate of the internet users to the total population has increased from 10% to 37% in the same period. This indicates that PC ownership and internet

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usage rates increased over 3 times in the last 15 years. PC ownership and internet usage rates have increased by 67% and 40%, respectively in the last 5 years. The PC and internet penetration in Turkey between 2005 and 2015 has developed.

According to the results of “Households IT Usage Research” published by the Turkish Statistical Institute (TÜİK) in April 2013, the PC and internet usage rates of individuals are 53.5% and 53.8%, respectively. By educational level, the population who use the computer and internet most are graduates of first degree and higher education levels. According to the report results, PC and internet usage rates have increased by 7% and 10%, respectively in the period between 2013 and 2014. Although the computer and internet usage rate of the rural population is lower than the urban population, the computer and internet usage rates increased by 3% and 3%, respectively, in the rural areas. Although the increasing rate is pleasing, it is clear that the computer and internet usage rate in the urban areas is 2 times higher than the rural areas.

6.2.2. IT Market comparison in the world and Turkey

According to IDC's report regarding growth rates between countries, the highest growth rate from 2013 to 2014 was seen in Egypt (33%) and Israel (4%), Saudi Arabia and South Africa (1%). Other countries faced with shrinkage, Ukraine had highest shrinkage (-53%). Turkey had -8% shrinkage in 2014.

Turkish IT sector is essentially separated into three main groups, namely hardware, software and IT services. According to the Turkey results published by IDC in 2014, the business volume of the Turkish ICT market reached USD 6.2 billion in 2012. The same report shows that the share of the “hardware”, “software” and “IT services” sub-segments in the total market were 66.1%, 12.3% and 21.6%, respectively.

According to the 2014 Turkey IT expenditures survey conducted by IDC, the Turkish IT market is expected to have a 2.1% CAGR in the period between 2012 and 2018, reaching USD 7.2 billion in 2018. These estimates are based on the anticipated growth rates, investment anticipated to be made by companies rapidly as they were deferred due to the crises of 2001 and 2008, effects of IT expenditures incurred by the public sector for e-transformation projects on IT consumption, increased use of IT in education, anticipated increased rate of the use of the Internet and mobile technologies and replacement investments to be caused by new technologies. Contribution of smart phone products will be much higher to sector growth in 2015.

7. Organisational Structure

Indeks is a holding company and has 8 affiliates and subsidiaries.

As indicated in Indeks consolidated financial statement for the year ended on 31 December 2014, the Indeks' ownership structure in the subsidiaries on 31 December 2014 was as follows:

Company name* Capital % of direct % of indirect ownership ownership

Datagate TRY 10,000,000 59.24 59.24

Neotech Teknolojik Ürünler Dağ TRY 1,000,000 80.00 80.00 A.Ş.(Neotech)

Teklos Teknoloji Lojistik Hizmetleri A.Ş. TRY 5,000,000 99.99 99.99 (Teklos)

İnfin Bilgisayar Ticaret A.Ş. TRY 50,000 99.80 99.80

Artım Bilişim Çözüm ve Dağıtım TRY 1,210,000 51.00 51.00 A.Ş.(Artım)

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Company name* Capital % of direct % of indirect ownership ownership

İndeks International FZE (Indeks FZE) UAE Dirham 100 100 150,000

Datagate International FZE (Datagate FZE) UAE Dirham - 59.24 150,000

* The financial statements of Datagate, Neotech Teknolojik Ürünler Dağ A.Ş., Teklos Teknoloji Lojistik Hizmetleri A.Ş., Artım Bilişim Çözüm ve Dağıtım A.Ş. and İndeks International FZE are consolidated according to the full consolidation method. The financial statements of Neteks are consolidated according to the proportionate consolidation method.

As indicated in Indeks consolidated financial statement for the year ended 31 December 2014, the following joint ventures were subjected to consolidation:

Company name Capital (TRY) % of direct % of indirect ownership ownership

Neteks* 1,100,000 50.00 50.00

*As stated in the Indeks operating report for 2014, Neteks had a 99% owned subsidiary - Neteks Dış Ticaret Limited Şirketi.

Infin Bilgisayar Ticaret A.Ş. and Neteks Dış Ticaret Limited Şirketi were not consolidated due to the fact that they are both insignificant and do not have material effect on the Indeks group consolidated financial statements.

The main shareholder of Indeks is Nevres Erol Bilecik, who has 35.93% of Indeks shares.

8. Trend Information

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any trend information.

9. Profit Forecasts or Estimates

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding profit forecasts or estimates of Indeks.

10. Administrative, Management, and Supervisory Bodies

10.1 Board of directors

The body empowered to represent the Indeks is its board of directors.

Consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014, provide that half plus one of the members of the Indeks' board of directors are elected from the candidates nominated by the Group A shareholders.

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During the general assembly which was held on 22 May 2012, members of the Indeks board of directors were elected for duration of three years, and their duties and powers were determined pursuant to the Indeks articles of association and the relevant Turkish law provisions.

There are no independent members in the Indeks' board of directors and election of independent members was not provided in the Indeks' articles of association. Each year, in the Indeks' ordinary general assembly meetings, permission is given to the chairman and members of the board of directors, pursuant to the Articles 334 and 335 of the Turkish Commercial Code, to perform the works, in person or on behalf of other people, included in the subject of the Indeks business operations and other relevant operations. Other affiliates of the Indeks are represented in the board of directors. On 31 December 2014, Indeks board of directors consisted of the following members:

(a) Nevres Erol Bilecik – Chairman of the board of directors

Nevres Erol Bilecik graduated from Istanbul Technical University, Department of Computer Engineering. Nevres Erol Bilecik, who established Indeks in 1989, acts as the chairman of the following subsidiaries of Indeks, besides Indeks: Despec Bilgisayar Pazarlama ve Ticaret A.Ş., Datagate, Neteks, Neotech Teknolojik Ürünler Dağitim A.Ş., Desbli Teknolojik Ürünler Ticaret A.Ş., Homend Elektrikli Cihazlar San. Ve Ticaret AŞ., Infin Bilgisayar Ticaret A.Ş and Teklos Teknoloji Lojistik Hizmetleri AŞ. Moreover, between years 2002 and 2005, he presided Turkish Informatics Industry Association established in 1974, the oldest civil society organization in the ICT sector, members of which are companies realizing 95% of the total transactions volume of the Turkish ICT sector.

(b) Salih Baş – Vice-Chairman of the board of directors, Deputy Chairman

Salih Baş graduated from Anadolu University, Department of Business Administration. He has been working for Indeks group since 1990. In 2003, while he was acting as the Assistant General Manager – Finance & Accounting for Indeks, he was appointed as the general manager and vice chairman of the board of directors of Datagate. He currently acts as the deputy chairman for the companies, Indeks, Teklos Teknoloji Lojistik Hizmetleri A.Ş., Homend Elektrikli Cihazlar San. Ve Ticaret A.Ş., Infin Bilgisayar Ticaret A.Ş. and Desbil Teknolojik Ürünler Ticaret A.Ş., and as a member of the board of directors in the following companies: Despec Bilgisayar Pazarlama ve Ticaret AŞ., Neotech Teknolojik Ürünler Dağitim AŞ. and Neteks.

Atilla Kayalıoğlu graduated from Boğaziçi University, Department of Mechanical Engineering in 1974. Then he received a masters degree from Syracuse University, Department of Industrial Engineering. He carried out several duties in IBM Turk between the years 1980-1999; and in 1999, when he was the Global Services Manager he left IBM Turkey and joined Indeks. Kayalıoğlu acts as a board member and general manager of Indeks. He also acts as a board member of the companies of Neteks, Datagate, Infin Bilgisayar Ticaret A.Ş. and Teklos Teknoloji Lojistik Hizmetleri A.Ş.

(d) Ayşe İnci Bilecik – Member of the board of directors, Computer Engineer

Ayşe İnci Bilecik graduated from Istanbul technical University, Department of Computer Engineering. She also acts as a board member of Desbil Teknolojik Ürünler Ticaret A.Ş., a subsidiary of Indeks. Being one of the founding partners of Indeks, Ayşe İnci Bilecik used to work as an engineer specialized in software in the ICT sector for long years.

(e) Hali Duman – Member of the board of directors; Assistant General Manager

Hali Duman graduated from Marmara University, Department of Business Administration. He carried out several duties in Yücelen İnşaat A.Ş. between the years 1987 and 2000. In 2000, when he was the Manager of Finance, he left Yücelen İnşaat and joined Indeks as Finance Director. He also acts as a board member of Datagate, Neteks, Teklos Teknoloji Lojistik Hizmetleri A.Ş., Neotech Teknolojik Ürünler Dağitim AŞ.,

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Despec Bilgisayar Pazarlama ve Ticaret AŞ., Desbil Teknolojik Ürünler Ticaret A.Ş., Homend Elektrikli Cihazlar San. Ve Ticaret A.Ş., Infin Bilgisayar Ticaret A.Ş., ve Alkim Bilgisayar AŞ and acts as Assistant General Manager – Finance of Indeks.

(f) Tomasz Czechowicz – Member of the board of directors

Detailed information regarding Tomasz Czechowicz is provided in parts of the Prospectus referring to the Issuer and Guarantor.

(g) Ulrich Kottmann – Member of the board of directors

Ulrich Kottmann graduated from the German University of Applied Sciences Esslingen, a combined study in “Engineering and Business Administration”. He started his professional career in years 1983 – 1986 in the Finance department of Computervision Produktion GmbH. Between the years 1986-1996, he worked at Compaq Computer EMEA HQ, in Munich, performing various management functions in finance, controlling and strategic planning for a geographic region with revenues of approx. USD 500 million. He was a management member of the Business Development Group of Compaq and was actively involved in pioneering various market entries, the roll-out of over 15 subsidiaries in Europe, Africa and the Middle East and managing fast and high growth business expansion. From the early 90's he was a management member of the Indeks group, responsible for development of the business in Central Eastern Europe. In a period 1996-2000 he was a freelance consultant working on business development and strategy projects for various international IT vendors in Central Eastern Europe.

(h) Hasan Tahsin Tuğrul – Title: Independent Board Member

After Hasan Tahsin Tuğrul completed his high school education in Pertevniyal High School. He graduated from Istanbul Technical University, Department of Machine Engineering. He also achieved his High Engineer diploma from the same University. He worked for Turkish Atom Energy Commission as Associate and Group Manager between 1974-1977. He started working for Alarko-Alsim as Offer Engineer. In 1978, he left Alarko-Alsim and switched to aluminum sector. He is the founder of ALTAS Aluminyum Sanayi ve Ticaret A.Ş. He acts as a chairman of this company. He is shareholder and chairman of shareholder board of Narpa Limited Şti and Kabin Sistemleri Limited Şti, board member of Indeks, Datagate and Despec Bilgisayar Pazarlama AŞ. He is member of Kocaeli Chamber of Industry, Gebze Chamber of Trade, DEIK- External Economic Relation Board, ITU Alumni Club, TMMOB Machine Engineers Chamber, Gebze Rotary Club and Manning Foundation. He is still acting as assembly president of Kocaeli Chamber of Industry, vice chairman of TOBB Council, board member of Tüsside, auditing board member of Tubitak Teknokent A.Ş., credit assessment board member of KOSGEB, Enterpreneur Committee Member of TOSB, board member of ITU Alumni Club, board member of ITU Ari Teknokent A.Ş., board member of ITU Cultural A.Ş., board member of ITU 3M R&D and board member of Manning Foundation.

(i) Sedat Sami Ömeroğlu – Title: Independent Board Member

Sedat Sami Ömeroğlu graduated from Yildiz Technical University in 1982, Department of Electric Engineering. After graduation, he worked for two technology companies as technical service engineer and executive manager. In 1995, he established his own company - Endüstriyel ve Bilimsel Test Teknolojileri, Ar-Ge ve Ileri Otomasyon Mühendisliği San. ve Tic. A.Ş. (shortly E3TAM). He was one of the founders in Industrial Automation Industrialists Association – ENOSAD. Sedat Sami Ömeroğlu is the fourth term president of ENOSAD since May 2011.

There are three committees established by Indeks board of directors:

(a) Auditing Committee,

(b) Corporate Governance Committee and

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10.2 Supervisory and Administrative Bodies

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding supervisory and administrative bodies.

10.3 Corporate Governance

During the operation period 1 January – 31 December 2014 Indeks complied with and applied the Corporate Governance Principles published by the Capital Markets Board. Some of these principles were adopted immediately, and works continue to fulfil the deficiencies.

10.4 Auditing Committee

Auditing Committee of Indeks is composed of Sedat Sami Ömeroğlu and Hasan Tahsin Tuğrul. The committee met 3 times in 2009. Auditing Committee of Indeks audited and inspected the accounting system and financial data of Indeks, controlled whether the financial statements reflected the actual financial status, and found out compliance to generally accepted accounting principles and financial legislation.

There are not independent members in the Indeks board of directors, therefore, the members of the committee are not independent, either. Executive members of the Indeks board of directors are not members of any committee. At the meeting of the Indeks board of directors held on 19 June 2012, it was resolved to establish a Corporate Governance Committee, and to elect Sedat Sami Ömeroğlu, who is a board member in Indeks, as the chairman of the committee, and Salih Baş and Ayşe İnci Bilecik, who are board members of Indeks, as the members of the committee.

Risk Detection Committee was established under the decision no. 2013/13 of Indeks board meeting held on 13 July 2013. Sedat Sami Ömeroğlu was selected as chairman, Hasan Tahsin Tuğrul and Halil Duman were selected as committee members.

10.5 Board of Directors Conflicts of Interests

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding conflicts of interests of the members of Indeks board of directors. However the abovementioned documents include the following information:

(a) Nevres Erol Bilecik, Atilla Kayalıoğlu, Halil Duman, who are in charge of execution and Independent Board Members, Sedat Sami Ömeroğlu and Hasan Tahsin, get a remuneration;

(b) Indeks did not lend any money, extend any credit, extend a personal credit through a third party, nor provided any guarantees to or in favour of any member of the board of directors or any manager of Indeks.

11. The Major Shareholder

According to the Indeks consolidated financial statement for the year ended 31 December 2014, on 31 December 2014 the shareholders structure of Indeks was as follows:

Shareholder's name Number of shares Value of shares Shares %

Nevres Erol Bilecik 20,120,551 20,120,551 35.93

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Shareholder's name Number of shares Value of shares Shares %

Pouliadis and Accociates 11,200,000 11,200,000 20.00 S.A.

Public Shares 23,351,994 23,351,994 41.70

Other 1,327,455 1,327,455 2.37

TOTAL 56,000,000 56,000,000 100

Indeks ultimate controlling individual shareholder is Nevres Erol Bilecik, who holds 20,120,551 shares, representing 35.93% of the Indeks' share capital.

According to the information received from the Indeks, the current shareholders structure is as follows:

Shareholder's name Number of shares Shares %

Nevres Erol Bilecik 20,306,584 36.26

Alfanor 13131 AS 13,542,317 24.18

Open to the public 20,823,644 37.19

Other 1,327,455 2.37

TOTAL 56,000,000 100

12. Financial Information Concerning the Indeks Assets and Liabilities, Financial Position and Profits and Losses

12.1 Information about the basis for preparation of the financial statements of Indeks

The annual financial statement for the year ended 31 December 2014 has been prepared in accordance with Turkish law, especially in accordance with the Turkish Accounting Standards published by the Public Oversight Accounting and Auditing Standards Authority.

12.2 Selected Historical Financial Information

(a) Statement of profit or loss and statement of other comprehensive income

For the period from 1 January 2014 to 31 December 2014 and the period from 1 January 2013 to 31 December 2013 (in TRY):

Statement of profit and loss 31.12.2014 31.12.2013

Profit before income tax 37,502,979 9,614,339

Profit for the period after income tax 29,751,447 3,987,958

Earnings per share for the annual period 0.449526 0.092651

TOTAL COMPREHENSIVE INCOME 29,921,394 23,134,609

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(b) Statement of Financial Position

For the period from 1 January 2014 to 31 December 2014 and the period from 1 January 2013 to 31 December 2013 (in TRY):

Statement of financial position 31.12.2014 31.12.2013

Non-current assets 97,629,742 44,247,661

Current assets 962,107,748 709,617,243

Total assets 1,059,737,490 753,864,904

Shareholders' equity 171,923,298 145,128,161

Current liabilities 887,814,192 608,736,743

TOTAL LIABILITIES 1,059,737,490 753,864,904

For the period from 1 January 2014 to 31 December 2014 and the period from 1 January 2013 to 31 December 2013 (in TRY):

Statement of cash flow 31.12.2014 31.12.2013

Cash flow from operations (25,383,676) 34,117,968

Net cash used in investment operations (8,516,565) (1,102,425)

Cash flow relating to financial activities 71,501,007 (9,459,619)

Net increase / decrease of cash and cash equivalents 37,600,766 23,555,924

Initial balance of cash and cash equivalents 74,357,827 50,801,903

Final balance of cash and cash equivalents 111,958,593 74,357,827

12.3 Legal and Arbitration Proceedings

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding any legal and arbitration proceedings related to Indeks group.

12.4 Significant Change in the Indeks Financial or Trading Position

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding significant change in the Indeks financial or trading position.

13. Additional Information

13.1 Share Capital

According to the Indeks consolidated financial statement for the year ended 31 December 2014, the share capital of Indeks is TRY 56,000,000 and the Indeks' share capital consists of 56,000,000 shares of nominal

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value 1 TRY each. Indeks' capital consists of A Group shares of a value of TRY 318.18 and B Group bearer shares of a value of TRY 55,999,681.82. Shareholders of A Group shares have a right to appoint half plus one of the Indeks' board members and a right to receive 5% of the profit remaining after the initial dividend from the distribution of profit.

The upper limit of authorised capital of Indeks was determined as TRY 75,000,000.

Indeks accepted the registered share capital system which determined the registered share capital raise from TRY 75,000,000 to TRY 150,000,000 in the period of 2014-2018. The decision of the meeting of shareholders of the Indeks group in the abovementioned respect was made on 9 March 2014.

According to the Indeks operation report for the year ended 31 December 2014, Indeks articles of association do not limit the transfer of Indeks shares.

Indeks dividend distribution policy's general assumption is to make distributions (in cash and/or in bonus share) provided that the minimum amounts stipulated by the Capital Market legislation are observed, considering long-term growth and strategies, investments and fund requirements, profitability and the expectations of shareholders, excluding the special conditions required by extraordinary conditions in the economic conditions.

13.2 Foundation Documents and Articles of Association

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not include any information regarding Indeks foundation documents or its articles of association.

14. Material Contracts

Indeks consolidated financial statement for the year ended 31 December 2014 and operation report for the year ended 31 December 2014 do not determine if there are any material contracts concluded by Indeks or its capital group member within the meaning of Regulation 809/2004.

15. Third Party Information and Statement by Experts and Declarations of any Interest

The Prospectus does not include any representation or report, except for the auditors' opinions, of any person acting as an expert.

Certain data stated herein come from third parties. Such data have been accurately replicated and to the extent, in which such data could be obtained from information published by a third party. No facts have been omitted, which would render the abovementioned data inaccurate or misleading.

Auditor's opinion on financial statement of Indeks for the period from 1 January 2013 to 31 December 2013 has been prepared by the:

Audit firm: Güreli Yeminli Mali Müşavirlik Ve Bağimsiz Denetim Hizmetleri A.Ş.

Registered office: Merkez Ofis: Beybi Giz Plaza, Dereboyu Coddesi Meydan Sokak No: 1 Kat: 19 34398 Maslak/Istanbul

Responsible person: Dr. Hakki Dede

Auditor's opinion on financial statement of Indeks for the period from 1 January 2014 to 31 December 2014 has been prepared by the:

Audit firm: Güreli Yeminli Mali Müşavirlik Ve Bağimsiz Denetim Hizmetleri A.Ş.

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Registered office: Merkez Ofis: Spine Tower Buyukdere Cad. 59, Sok. No: 243 Kat: 25-26 Maslak 34398Sanyer/Istanbul, Turkey

Responsible person: Dr. Hakki Dede

16. Documents on Display

The audited financial statements of Indeks and auditor's opinions thereof are available on the Indeks website www.index.com.tr.

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TAXATION

1. Taxation in Poland

The information included in this chapter is presented as general information for analysis of the tax situation and was obtained from publicly available sources. The Issuer or its advisers make no representations as to the accuracy or completeness of the information included herein. Any prospective purchasers of the Bonds should therefore not rely upon the information included herein and are advised to consult their own legal and tax advisers as to all tax aspects of the purchase, sale and holding of the Bonds as well as receipt of payments of interest related to the Bonds in compliance with the tax legislation effective in Poland and in the country of which they are residents as well as in countries where the proceeds of holding and the sale of the Bonds may be subject to taxation.

The following general summary of taxation of Bonds draws mainly upon the Corporate Income Tax Act4 of 15 February 1992 (the CIT Law) and Personal Income Tax Act of 26 July 19915(the PIT Law) and any applicable rules and regulations in force as of the date of this Prospectus, as well as arising out of the general interpretation of those acts and other legislation enforced by the Polish authorities and other public administration bodies and known to the Issuer as of the date of this Prospectus. All information below is subject to change based on amendments to the applicable legislation that may take place after that date. As interpretation of the laws refers to the position as at the date of this Prospectus, it may thus be subject to change including a change with retroactive effect. The information provided below does not cover tax consequences concerning income tax exemptions applicable to specific taxable items or specific taxpayers (eg domestic or foreign investment funds).

The reference to "interest" as well as to any other terms in the paragraphs below means "interest" or any other term as understood in Polish tax law.

Polish tax laws provide for different regimes depending on the status of particular taxpayers. In this respect, different treatment may be applied with regard to:

1.1 Income received by individuals residing in Poland for tax purposes

Individuals may earn profits on (i) disposal of Bonds or (ii) interest/discount corresponding to the Bonds.

(a) Taxation of income earned on disposal of Bonds

Where a Polish individual tax resident (a person who has his/her centre of personal or business interests located in Poland or who stays in Poland for longer than 183 days in a year) disposes Bonds, the income he/she earns from the disposal is subject to PIT in Poland under art. 30b of the PIT Law. The income is calculated as a difference between the remuneration received upon disposal of Bonds and the expenses corresponding to the purchase or acquisition of the Bonds. The income earned on disposal is subject to PIT at 19%. In principle, this income should be settled by the taxpayer by 30 April of the year following the year in which the income was earned (Art. 30b sec. 6 of the PIT Law). No tax or tax advances should be withheld by the person making the payments.

Under art. 39 sec. 3 of the PIT Law, individuals engaged in the regular business activity, corporations and organizations not being legal entities, should report the income earned on sale of Bonds by the individuals (specific forms are required).

4 Corporate Income Tax Act of 15 February 1992 (consolidated version: Journal of Laws of 2014item 851 as amended). 5 Personal Income Tax Act 26 July 1991 (consolidated version: Journal of Laws of 2012, item 361 as amended).

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(b) Taxation of the received interest or discount

Under art. 17 sec. 1 point 3 of the PIT Law, interest (discount) received from Bonds is qualified as capital income. According to Art. 30a sec. 1 point 2 and sec. 7 of the PIT Act, interest income, including discounts, derived by a Polish tax resident individual (as defined above) does not cumulate with general income subject to the progressive tax rate but is subject to a 19 per cent. flat-rate tax.

Under Art. 41.4 of the PIT Law, the interest payer, other than an individual not acting within the scope of his/her business activity, should withhold 19 per cent. Polish tax on any interest payment. Under Art. 41.4d of the PIT Law, tax on interest or a discount on securities is withheld by entities keeping securities accounts for taxpayers, in their capacity as tax remitters, if the income (revenue) is earned in the territory of Poland and is associated with the securities registered in these accounts and, further, if relevant payments are made to the taxpayers through those entities. According to Art. 45.3b of the PIT Law, if the tax is not withheld, the individual is obliged to settle the tax himself/herself by 30 April of the following year.

Tax on interest regarding the securities kept in the Polish omnibus accounts is withheld by entities keeping the omnibus accounts through which the amounts due are paid. The tax is withheld on the day the amounts due are put at the disposal of the omnibus account holder (Art. 41.10 of the PIT Law). Additionally, under Art. 30a.2a of the PIT Law, with respect to income (revenue) from interest transferred to taxpayers holding rights attached to securities (including Bonds) registered in Polish omnibus accounts whose identity has not been revealed to the tax remitter in accordance with the Act on Trading in Financial Instruments, a 19 per cent. flat-rate tax is withheld by the tax remitter from the aggregate income (revenue) released for the benefit of all such taxpayers through the omnibus account holder. The tax is withheld on the date that an interest or discount payment is released to the omnibus account.

Under Art. 45.3c of the PIT Law, taxpayers are obliged to disclose the amount of interest (discount) on securities (including Bonds) in the annual tax return if Bonds were registered in an omnibus account and the taxpayer's identity was not revealed to the tax remitter.

1.2 Income earned by non-resident individuals in Poland

(a) Taxation of income earned on disposal of Bonds

Non-resident individuals (ie natural persons if they do not have their place of residence in the territory of the Republic of Poland), are subject to the domestic tax regime as regards the income earned in Poland, unless the relevant double tax treaty provides otherwise. However, income from a disposal of Bonds may also be classified as income earned form activities on the stock exchange, subject to taxation where the stock exchange is located. Individuals should consult their tax advisors regarding the proper classification of this income in their individual cases.

For example under regulations included in the Poland-Czech Republic Double Tax Treaty6, income earned on disposal of Bonds should be treated as capital gains under Article 14. Under this regime, individuals residing in the Czech Republic for tax purposes should be generally taxed in the Czech Republic with respect to the capital gains earned from disposal of the Bonds.

Individuals running regular business, corporations and organisational units not being legal entities should report the income earned by the individuals upon disposal of Bonds to the Tax Office being relevant for non- residents by the end of February. Upon written request of the individual (filed with regard to the intention of leaving Poland), the entities mentioned above should prepare the report within 14 days from the request and send it to the Tax Office and the individual (art. 39 sec. 3 and 4 of the PIT Law). The information should be sent or delivered to the individual earning income on the disposal of Bonds and the relevant Tax Office.

6 Agreement between the Republic of Poland and the Czech Republic for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income (Journal of Laws of 2012, item 991.

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(b) Taxation of the received interest or discount

Under art. 17 sec. 1 point 3 of the PIT Law, the interest (discount) received from Bonds should be deemed as capital income. According to Art. 30a sec. 1 point 2 and sec. 7 of the PIT Act, interest income, including discounts, derived by individual is subject to a 19 per cent. flat-rate tax. This regime applies unless the relevant double tax treaty provides otherwise.

Under Art. 41.4 of the PIT Act, the interest payer, other than an individual not acting within the scope of his/her business activity, should withhold 19 per cent. Polish tax on any interest payment. Under Art. 41.4d of the PIT Act, tax on interest or a discount on securities is withheld by entities keeping securities accounts for taxpayers, in their capacity as tax remitters, if the income (revenue) is earned in the territory of Poland and is associated with the securities registered in these accounts and, further, if relevant payments are made to the taxpayers through those entities. Tax on interest regarding the securities kept in the Polish omnibus accounts is withheld by entities keeping the omnibus accounts through which the amounts due are paid. The tax is withheld on the day the amounts due are put at the disposal of the omnibus account holder (Art. 41.10 of the PIT Law).

If the identity of the omnibus account participant is not disclosed, the obligation to withhold the withholding tax stays with the entity keeping the omnibus account. The tax is withheld from the aggregate income (revenue) released for the benefit of all such taxpayers through the omnibus account holder.

The remitter may apply a reduced PIT rate resulting from the applicable double tax treaty if the tax residency of the individual earning profits on interest/discount is confirmed by the certificate issued by the relevant authorities of the states where the individual resides. Under the Poland-Czech Republic Double Tax Treaty, the withholding tax rate amounts generally to 5% provided that the recipient of interest is its beneficial owner.

Within the first month following the remitter's financial year, the remitter should report the revenue received by the individual upon interest/discount to the individual if he/she resides for tax purposes in (i) the EU/EEA member state (other than Poland), (ii) states associated or areas dependent to the United Kingdom or the Netherland, which concluded double tax treaties in Poland covering savings of individuals and to the Tax Office relevant for non-residents (art. 42c sec. 1,2 and 5 of the PIT Law).

With respect to the revenue earned by the remaining individuals, until the end of February of the year following the year of payment, the remitter should report the revenue received by the individual upon interest/discount to the Tax Office relevant to non-residents. Upon written request of the individual, the remitter should report within 14 days to the individual and the Tax Office (under both scenarios a specific form is required).Interest received by a non-resident via a Poland-based permanent establishment is subject to the regime applicable to residents.

1.3 Income earned by corporate income taxpayers resident in Poland for tax purposes

(a) Taxation of income earned on disposal of Bonds

Any income earned by corporate income taxpayers being resident in Poland for tax purposes (i.e. a corporate income taxpayer having its registered office or place of management in Poland) upon disposal of Bonds are subject to the general corporate income tax (CIT) at 19%. Expenditures incurred in connection with the purchase of the Bonds are tax deductible at the moment the Bonds are being disposed (art. 16 sec. 1 point 8 of the CIT Law).

(b) Taxation of the received interest or discount

Interest/discount received by corporate income taxpayers being resident in Poland is aggregated with other income derived from business operations conducted by the taxpayer and is subject to CIT at 19%.

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1.4 Income earned by non-resident corporate income taxpayers in Poland

(a) Taxation of income earned on disposal of Bonds

Corporate income taxpayers not being resident in Poland (i.e. corporate income taxpayers which do not have their registered office or place of management in Poland) earning income from disposal of Bonds are subject to corporate income tax (CIT) in Poland at 19% rate unless a double tax treaty states otherwise. However, income from a disposal of Bonds may also be classified as income earned form activities on the stock exchange, subject to taxation where the stock exchange is located. Individuals should consult their tax advisors regarding the proper classification of this income in their individual cases.

Under specific regulations included in the Poland-Czech Republic Double Tax Treaty, income earned on disposal of Bonds should be treated as capital gains under Article 14. Under this regime, companies residing in the Czech Republic for tax purposes should be generally taxed in the Czech Republic with respect to the capital gains earned from disposal of the Bonds.

(b) Taxation of the received interest or discount

Corporate income taxpayers not being resident in Poland ( earning interest/discount in Poland are subject to 20% withholding tax (art. 21 sec. 1 point 1 of the CIT Law), unless the relevant double tax treaty states otherwise. Under Art. 26 sec. 1 of the CIT Law, a tax on interest is remitted by the entity making the payment under the above mentioned titles. Thus, the person paying interest, as remitter, is responsible for withholding the appropriate tax and depositing it in the bank account of the relevant tax authority, if such tax is due. However, tax on interest from securities held in securities accounts or omnibus accounts is withheld by the entities keeping the securities accounts or omnibus accounts, as applicable, and, further, if the relevant payments are made to the taxpayers through those entities (Art. 26 sec 2c point 1 of the CIT Law). Tax on interest from securities registered in omnibus accounts whose identity has not been revealed to the tax remitter in accordance with the Act on Trading in Financial Instruments, a 20% flat-rate tax is withheld by the tax remitter from the aggregate income (revenue) released for the benefit of all such taxpayers through the omnibus account holder. The tax is withheld on the date on the day the amounts due are put at the disposal of the omnibus account holder (Art. 26.2b of the CIT Act).

A remitter paying the interest/discount should withhold the amount of tax due corresponding to the payments and transfer it to the Tax Office relevant to non-residents until the 7th day of the month following the month of payment (art. 26 sec. 1 of the CIT Law ad art. 26 sec. 3 of the CIT Law).

Remitters may withhold the tax according to reduced rates resulting from double tax treaties if the tax residence of payment recipient is confirmed by a tax residency certificate. For example, under the Poland- Czech Republic Double Tax Treaty, the withholding tax rate amounts generally to 5% provided that the recipient of interest is the beneficial owner.

Reduced rate/exemption under art. 21 of the CIT Law may be applied only if the payment recipients provide written statement confirming that the conditions allowing for exemption has been met. A tax residency certificate is also required.

Within three months following the close of the remitter's financial year, the remitter should report the amount of income received by non-resident corporate income taxpayers to the payment recipient and the relevant Tax Office. Upon a written request by the payment recipient, the remitter should prepare a report within 14 days and send it to the recipient and the Tax Office (art. 26 sec. 3a and 3b of the CIT Law). Under both scenarios, special forms are required. Interest received by non-resident via a Poland-based permanent establishment is subject to the regime applicable to residents.

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Polish tax on civil law transactions

Art. 1 sec. 1 point 1 letter a of the Civil Law Activities Act7 (the CLAT Act), agreements for the sale and exchange of assets and property rights are subject to tax on civil law transactions. These transactions are taxable if their subjects are:

 assets located in Poland or property rights exercisable in Poland, irrespective of the place of the transaction or the place of residence or the registered office of the purchaser;

 assets located abroad or property rights exercisable abroad if the purchaser's place of residence or registered office is located in Poland and the civil law transaction was carried out in Poland.

Under art. 7 sec. 1 point 1b and art. 6 sec. 1 point 1of the CLAT act sale of ownership over Bonds is subject to 1% CLAT at the market value of Bonds being sold. The tax on sale of the securities is payable by the purchaser while the tax on exchange of securities is paid jointly and severally by the parties, unless the agreement is in the form of a notary deed. In such a caser the tax is withheld and remitted by the notary public.

However, under art. 9 sec. 9 of the CLAT Law, a sale of property rights being financial instruments: (i) to investment firms or foreign investment firms, (ii) made with the intermediation of investment firms or foreign investment firms; (iii) made through organised trading, (iv) made outside organised trading by investment firms or foreign investment firms provided that the property rights were acquired by those firms through organised trading, as defined in the Act on Trading in Financial Instruments8, is exempt from tax.

2. Taxation in the Czech Republic

The information set out below is of a general nature and relates only to certain principal Czech withholding tax considerations. It does not deal with any other Czech tax consequences of acquiring, holding or disposing of the Bonds and is not intended to be, nor should they be regarded as, legal or tax advice. Prospective holders of the Bonds should seek, in the light of their individual situation, their own professional advice as to the consequences of acquiring, holding or disposing of the Bonds in all relevant jurisdictions. The information is based on the tax laws of the Czech Republic as in effect on the date of this Prospectus and their prevailing interpretations available on or before such date. All of the foregoing is subject to change, which could apply retroactively and could affect the continued validity of this summary.

For the purposes of this information, it has been assumed that neither the Issuer nor the Guarantor is either resident for tax purposes or has a permanent establishment in the Czech Republic.

2.1 Withholding tax

Save as otherwise provided below, all interest and other payments to be made by an Issuer or a Guarantor under the Bonds may be made free of withholding on account of any taxes imposed by the Czech Republic. Nevertheless, Czech withholding tax may apply upon exercise or redemption of physically settled Bonds.

2.2 Securing tax

In general, Czech tax residents (or Czech permanent establishments of Czech tax non-residents) acquiring the Bonds are required, under their own responsibility, to withhold and to remit to Czech tax authorities a 1 per cent. securing tax from the purchase price when purchasing investment instruments, such as the Bonds, from a seller who is resident for tax purposes outside the European Union or the European Economic Area. Such obligation can be eliminated under a tax treaty concluded between the Czech Republic and the

7 Civil law activities tax law of 9 September 2000 (consolidated version: Journal of Laws of 2015, item 626 as amended). 8 Act on trading in financial instruments of 29 July 2005 (consolidated version: Journal of Laws of 2014, item 94 as amended).

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country in which the seller is a tax resident. Furthermore, it can be waived in advance based on a decision of Czech tax authorities.

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ENFORCEMENT OF CIVIL LIABILITIES AGAINST THE ISSUER, THE GUARANTOR AND THE SECURITY PROVIDER

The information included in this chapter is presented as general information for analysis of legal situation and was obtained from publicly available sources. The Issuer, the Guarantor, or their advisers make no representation as to the accuracy or completeness of the information included herein. Therefore, any prospective purchasers of the Bonds should not rely upon the information included herein and are recommended to contact their legal advisers for consultation about the enforcement of claims in respect of the 'Issuer's or the Guarantor's private law liabilities within any relevant jurisdiction. It may not be possible for the purchasers of the Bonds to bring a claim or to effect any process against the Issuer or the Guarantor abroad or to enforce judgments against the Issuer or the Guarantor before any foreign courts or to enforce judgments obtained in such courts based upon foreign laws.

1. Enforcement Against the Issuer (in Poland)

Please note that the information presented below is based on the assumption that the Parallel Debt construction, referred to in Clause 4.4 (Parallel Debt) of the Terms and Conditions is validly established and created under applicable law provisions.

The Issuer is an entity established and operating in accordance with Polish law.

Article 15 of the Terms and Conditions provides that any dispute between the Issuer and the Bondholders arising out of or in connection with the Bonds, the Guarantee or these Terms and Conditions shall be finally resolved by the Municipal Court in Prague. This provision shall constitute an agreement conferring jurisdiction within the meaning of Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Regulation 1215/2012). According to Article 25(1) of the Regulation 1215/2012, if the parties, regardless of their domicile, have agreed that a court or the courts of a Member State are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with a particular legal relationship, that court or those courts shall have jurisdiction, unless the agreement is null and void as to its substantive validity under the law of that Member State. Such jurisdiction shall be exclusive unless the parties have agreed otherwise. It is assumed that prorogation of jurisdiction provided by the Terms and Conditions is valid and has full legal force under the laws of the Czech Republic and the Regulation 1215/2012.

According to Article 41(1) of the Regulation 1215/2012, subject to the provisions of Section 2 (Enforcement) in Chapter III of the Regulation 1215/2012 (Articles 39-44), the procedure for the enforcement of judgments given in another Member State (the Czech Republic in this instance) shall be governed by the law of the Member State addressed (the Republic of Poland). A judgment given in a Member State which is enforceable in the Member State addressed shall be enforced there under the same conditions as a judgment given in the Member State addressed. Under no circumstances may a judgment given in a Member State be reviewed as to its substance in the Member State addressed. The Regulation 1215/2012 stipulates in particular that a judgment given in a Member State which is enforceable in that Member State shall be enforceable in the other Member States without any declaration of enforceability being required. An enforceable judgment shall carry with it by operation of law the power to proceed to any protective measures which exist under the law of the Member State addressed. The party seeking the enforcement of a judgment given in another Member State shall not be required to have a postal address in the Member State addressed. Nor shall that party be required to have an authorised representative in the Member State addressed unless such a representative is mandatory irrespective of the nationality or the domicile of the parties. No security, bond or deposit, however described, shall be required of a party who in one Member State applies for the enforcement of a judgment given in another Member State on the ground that he is a foreign national or that he is not domiciled or resident in the Member State addressed.

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For the purposes of enforcement in a Member State of a judgment given in another Member State, the applicant shall provide the competent enforcement authority with: (a) a copy of the judgment which satisfies the conditions necessary to establish its authenticity; and (b) the certificate issued pursuant to Article 53 of the Regulation 1215/2012, certifying that the judgment is enforceable and containing an extract of the judgment as well as, where appropriate, relevant information on the recoverable costs of the proceedings and the calculation of interest. Article 53 of the Regulation 1215/2012 provides that the court of origin shall, at the request of any interested party, issue the certificate using the form set out in Annex I to the Regulation 1215/2012.

The competent enforcement authority may, where necessary, require the applicant to provide, in accordance with Article 57 of the Regulation 1215/2012, a translation or a transliteration of the contents of the certificate. The competent enforcement authority may require the applicant to provide a translation of the judgment only if it is unable to proceed without such a translation. When a translation or a transliteration is required under the Regulation 1215/2012, such translation or transliteration shall be into the official language of the Member State concerned or, where there are several official languages in that Member State, into the official language or one of the official languages of court proceedings of the place where a judgment given in another Member State is invoked or an application is made, in accordance with the law of that Member State. For the purposes of the forms referred to in Articles 53 and 60 of the Regulation 1215/2012, translations or transliterations may also be into any other official language or languages of the institutions of the Union that the Member State concerned has indicated it can accept. Any translation made under the Regulation 1215/2012 shall be done by a person qualified to do translations in one of the Member States.

In cases and on the terms and conditions set out in the Regulation (EC) No 1896/2006 of the European Parliament and of the Council of 12 December 2006 creating a European order for payment procedure (“Regulation 1896/2006”) the Bondholder – in order to enforce a due and payable pecuniary claim under the Bonds against the Issuer – may submit an application for a European order for payment against the Issuer and the court might issue such a European order for payment. The Regulation 1896/2006 stipulates in particular that a European order for payment which has become enforceable in the Member State of origin (the Czech Republic in this instance) shall be recognised and enforced in the other Member States without the need for a declaration of enforceability and without any possibility of opposing its recognition. Without prejudice to the provisions of the Regulation 1896/2006, enforcement procedures shall be governed by the law of the Member State of enforcement (the Republic of Poland). A European order for payment which has become enforceable shall be enforced under the same conditions as an enforceable decision issued in the Member State of enforcement. For enforcement in another Member State, the claimant shall provide the competent enforcement authorities of that Member State with: (a) a copy of the European order for payment, as declared enforceable by the court of origin, which satisfies the conditions necessary to establish its authenticity; and (b) where necessary, a translation of the European order for payment into the official language of the Member State of enforcement or, if there are several official languages in that Member State, the official language or one of the official languages of court proceedings of the place where enforcement is sought, in conformity with the law of that Member State, or into another language that the Member State of enforcement has indicated it can accept. Each Member State may indicate the official language or languages of the institutions of the European Union other than its own which it can accept for the European order for payment. The translation shall be certified by a person qualified to do so in one of the Member States.

In cases and on the terms and conditions set out in the Regulation (EC) No 805/2004 of the European Parliament and of the Council of 21 April 2004 creating a European Enforcement Order for uncontested claims (Regulation 805/2004) the Bondholder – holding a relevant judgment against the Issuer on an uncontested claim within the meaning of Regulation 805/2004 – may obtain certification as a European Enforcement Order. The Regulation 805/2004 stipulates in particular that a judgment which has been certified as a European Enforcement Order in the Member State of origin (the Czech Republic in this instance) shall be recognised and enforced in the other Member States without the need for a declaration of enforceability and without any possibility of opposing its recognition. Without prejudice to the provisions of the Chapter IV of the Regulation 805/2004, the enforcement procedures shall be governed by the law of the Member State of enforcement (the Republic of Poland). A judgment certified as a European Enforcement

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Order shall be enforced under the same conditions as a judgment handed down in the Member State of enforcement. The creditor shall be required to provide the competent enforcement authorities of the Member State of enforcement with: (a) a copy of the judgment which satisfies the conditions necessary to establish its authenticity; and (b) a copy of the European Enforcement Order certificate which satisfies the conditions necessary to establish its authenticity; and (c) where necessary, a transcription of the European Enforcement Order certificate or a translation thereof into the official language of the Member State of enforcement or, if there are several official languages in that Member State, the official language or one of the official languages of court proceedings of the place where enforcement is sought, in conformity with the law of that Member State, or into another language that the Member State of enforcement has indicated it can accept. Each Member State may indicate the official language or languages of the institutions of the European Community other than its own which it can accept for the completion of the certificate. The translation shall be certified by a person qualified to do so in one of the Member States.

The civil procedure in the Republic of Poland, including the enforcement proceedings, is mainly governed by the Code of Civil Procedure. The Code of Civil Procedure contains in particular provisions governing the recognition and enforcement of certain judgments given by courts in EU Member States as well as settlements and authentic instruments from those EU Member States (Article 1153(13) - Article 1153(25) of the Code of Civil Procedure). According to Article 11104 §1 of the Code of Civil Procedure, enforcement cases are subject to the exclusive national jurisdiction, if enforcement is to be initiated or is carried out in the Republic of Poland.

Pursuant to Article 1153(14) items 1-3 of the Code of Civil Procedure, enforcement titles in the Republic of Poland are, in particular, the following:

(i) judgments given by courts in EU Member States as well as settlements and authentic instruments from those States, covered by the scope of application of Regulation 1215/2012, if they may be performed by way of enforcement;

(ii) judgments given by courts in EU Member States as well as settlements and authentic instruments from those States, certified as a European Enforcement Order in those States (that is covered by the scope of application of Regulation 805/20064);

(iii) European orders for payment given by courts in EU Member states, the enforceability of which has been found in those States pursuant to the provisions of Regulation 1896/2006.

Subject to the requirements laid down by the provisions of Regulation 1215/2012, Regulation 1896/2006 and Regulation 805/2004, the enforcement titles listed above serve as a basis for the initiation of enforcement.

Enforcement cases fall within the competence of district courts and court enforcement officers acting at such courts. Enforcement activities are performed by court enforcement officers, except for activities which are reserved for courts. A request to initiate enforcement is submitted, depending on competence, to a court or a court enforcement officer (in principle the Bondholder intending to initiate enforcement against the Issuer should submit a request to initiate enforcement to a court enforcement officer). The request should indicate the performance to be satisfied and the way of enforcement. The request or demand should be enclosed with documents required by the provisions of law (both Polish and European), in particular the original enforcement title.

Please note that the description below does not include does not include specification of the enforcement procedure in case the declaration of the Issuer's bankruptcy (bankruptcy liquidation or bankruptcy arrangement) is issued, the Issuer's insolvency proceedings is initiated. Any risks related or issues related to the entry into force of the Polish Restructuring Law (which took place on 1 January 2016) are beyond the scope of the information presented above.

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2. Enforcement Against the Issuer as a Security Provider (in Poland)

The Initial Polish Pledge agreement will be executed before the Issue Date for the benefit of the Security Agent to secure the claims or rights of the Security Agent, whether present or future, actual or contingent against the Pledgor for payment of any amount to the Pledgee, under or in connection with Clause 4.4 (Parallel Debt) of the Terms and Conditions (the Secured Obligations or Claim). The object of the Initial Polish Pledge consists of the Initial Polish Pledged Shares. The Initial Polish Pledge will be established over at least 6 million Initial Polish Pledged Shares and will secure the Claim up to CZK 1,053,000,000.

As set out in the Initial Polish Pledge agreement, if the market value of the Initial Polish Pledged Shares and any other Security exceeds 150% of the outstanding principal amount of the Bonds, the Security Agent shall release from the Initial Polish Pledge (or the Additional Polish Pledge) such number of the Polish Pledged Shares which will ensure that the total market value of the Security determined in accordance with the Terms and Conditions shall be as close as possible to 115% of the outstanding principal amount of the Bonds.

Pursuant to the Initial Polish Pledge agreement, if the Secured Obligations have become due and payable, the Security Agent will be able to seek satisfaction from the Initial Polish Pledge at its own choice, in one of the following manners: (i) under court enforcement proceedings, (ii) through take-over of the ownership title to the Initial Polish Pledged Shares, in accordance with Article 22 of the Registered Pledge Act.

The value of the Initial Polish Pledged Shares to which the ownership will be taken over by the Security Agent will be determined in accordance with the provisions of Article 23 of the Registered Pledge Act (the Seizure Value).

As of the date when the ownership title to the Initial Polish Pledged Shares will be taken over, the Secured Obligations which are due and payable shall expire up to the amount of the Seizure Value.

The Security Agent shall have the right to take-over the ownership title to such number of the Initial Polish Pledged Shares which, after multiplying it by the value of such shares calculated on the basis of the opening price at the date on which the Security Agent makes a statement on taking-over the ownership title to the Initial Polish Pledged Shares increased by 3.5% corresponds to the value of the Secured Obligation due and payable on the abovementioned date.

If the Seizure Value of the Initial Polish Pledged Shares to which the ownership title has been taken over by the Security Agent is lower than the value of the Secured Obligation due and payable on the date on which the Security Agent makes a statement on taking-over the ownership title to the Initial Polish Pledged Shares, the Initial Polish Pledge will remain in force in respect of such Initial Polish Pledged Shares which have not been taken-over the by the Security Agent (if there are any) until the Secured Obligations are fully discharged.

All pecuniary benefits (including but not limited to dividend or advance towards dividend payment) from the Initial Polish Pledged Shares taken-over and collected by the Security Agent after taking-over the ownership title shall be applied on account of the Secured Obligations (i.e. reduce the value of Secured Obligations).

On the basis set out in the Initial Polish Pledge agreement, the Issuer is entitled to acquire the Initial Polish Pledged Shares to which the ownership title has been taken-over by the Security Agent.

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If the proceeds of enforcement (other than court enforcement) received by the Security Agent are denominated in a different currency than the Secured Obligations, the Security Agent may exchange the proceeds of enforcement into the currency of the Secured Obligations at the exchange rate for the purchase of a currency of the Secured Obligations quoted by the Security Agent, or if the Security Agent does not quote that exchange rate, at the exchange rate for the sale of a currency of the Secured Obligations quoted by any source it reasonably selects on the earlier of:

(i) the day it makes the currency exchange; and

(ii) the date falling 5 (five) Business Days after receipt of the enforcement proceeds.

The Initial Polish Pledge expires:

(i) upon expiration of the Security Obligations; or

(ii) on the date, on which the Initial Polish Pledge is crossed out from the pledge register in connection with the Security Agent's consent granted in writing, or otherwise being null and void whichever occurs the first.

The Initial Polish Pledge agreement is governed by the laws of Poland. Any disputes arising from or connected with the Initial Polish Pledge agreement, including any disputes related to its validity, will be settled by a common court of law competent by venue for the Issuer's registered office.

Pursuant to the provisions of the Registered Pledge Act, a claim secured by a registered pledge is subject to satisfaction from the object of pledge with priority before other claims, subject to the cases stipulated otherwise by law. A general principle under the provisions of the Polish civil code is that, if the same thing is encumbered with several limited property rights, the property right which came into existence later may not be exercised to the detriment of the right which came into existence earlier. Moreover, in accordance with the provisions of the Registered Pledge Act, a limited property right which came into existence later may not be exercised to the detriment of a registered pledge which was established earlier. If, on the other hand, the same object is encumbered with more than one registered pledge, the priority of such pledges is decided by the date on which the motion for entering the pledge into the pledge register is filed. The date on which such motion is filed is considered to be the date of the motion's receipt by the court keeping the pledge register. Motions received on the same date are considered to have been filed simultaneously.

2.1 Court enforcement proceedings

Security Agent's satisfaction from the object of registered pledge takes place in the course of court enforcement proceedings or through take-over of the ownership title to the Initial Polish Pledged Shares.

The rules of court proceedings, including enforcement proceedings, in Poland are regulated in the Polish code of civil procedure. In order to initiate enforcement against the Issuer from the object of the pledge, the Security Agent should bring action for payment before a competent court and obtain a final and unappealable judgment admitting such action, meaning a judgment awarding a specified sum of money to the Security Agent from the Issuer. In the judgment admitting the abovementioned action, the court should make a reservation that, in the course of the enforcement proceedings, the Issuer has the right to invoke the limitation of liability to the object of the pledge. Upon obtaining a final and unappealable judgment admitting the action, the Security Agent should apply for appending an enforcement clause to the judgment.

The basis for enforcement is a writ of execution. The enforcement clause included in the writ of execution makes it possible to carry out enforcement, and the granting of such clause means that the court has recognized the lawfulness of the writ of execution. Court enforcement proceedings are initiated at the creditor's request.

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Enforcement cases fall within the competence of district courts and court enforcement officers acting at such courts A request to initiate enforcement is submitted, depending on competence, to a court or a court enforcement officer (in principle the Bondholder intending to initiate enforcement against the Issuer should submit a request to initiate enforcement to a court enforcement officer). The request should indicate the performance to be satisfied and the way of enforcement. The request should be enclosed with the (original) enforcement title and other documents required by the provisions of law.

The Polish law also regulates “enforcement privileges”. Such privileges determine the priority of competing claims (creditors) when satisfaction (usually enforcement) from a claim is directed to one object of pledge or the entire debtor's estate, as, for example, Article 20 of the Registered Pledge Act, pursuant to which, a claim secured by a registered pledge is subject to enforcement with priority over other claims, unless a special regulation provides otherwise.

In view of the foregoing, we should point out the provision of Article 1025, §1 of the Polish code of civil procedure, pursuant to which the amount obtained from enforcement is used, in principle, in the following order of priority, to satisfy:

(i) enforcement costs;

(ii) alimony dues;

(iii) amounts due for work for a period of three months up to the amount of the lowest pay for work, as specified in separate provisions, as well as compensation pensions for causing a disease, inability to work, disability or death and costs of an ordinary funeral of the debtor;

(iv) amounts due secured by a maritime mortgage or a sea-ship privilege;

(v) amounts due secured by a mortgage, pledge, registered pledge and a tax lien or enjoying the statutory priority, and the rights which had encumbered the real property before the entry was made in the land and mortgage resister on the initiation of enforcement or before the motion for making such entry was put into the file;

(vi) amounts due for work which were not satisfied third;

(vii) amounts due covered by the provisions of Section III of the Polish ordinance tax act of 29 August 1997 (Dz. U. 2012.749, as amended), if not satisfied fifth;

(viii) amounts due to the creditors who conducted the enforcement;

(ix) other dues.

This description is subject to enforcement procedure upon declaration of the Issuer's insolvency (bankruptcy liquidation or bankruptcy arrangement)'. Any risks related or issues related to the entry into force of the Polish restructuring law (which took place on 1 January 2016) are beyond the scope of the information presented above.

2.2 Take-over of the ownership title to the Initial Polish Pledged Shares

According with Article 22 sec. 1 of the Register Pledge Act, it is possible to seek satisfaction from the Initial Polish Pledge through taking possession of the Initial Polish Pledged Shares, which are financial instruments recorded on the security account. After the written notice to the pledgor, pledgee makes a unilateral declaration of will of taking possession of the Initial Polish Pledged Shares to the brokerage. Taking possession of the Initial Polish Pledged Shares occurs on a day, when the Initial Polish Pledged Shares will be recorded on the security account of the pledgee. The value of the Initial Polish Pledged Shares is determined at the quotation rate as of the end of the day of taking possession of such shares. If on this day,

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the Initial Polish Pledged Shares are not quoted, the value of shares is determined at the quotation rate as of the end of the last quotation day. According to Article 21a of the Register Pledge Act, following the seizure of the object of registered pledge by a court enforcement officer or other enforcement authority, the pledgee may not take any actions aimed at satisfaction pursuant to the provisions of Articles 22 to 27 of the said Act, and so in particular it may not take over the ownership title to the object of registered pledge.

3. Enforcement against the Guarantor (in Poland)

The Guarantor is an entity established and operating in accordance with Polish law.

The Guarantee provides that in the event of any dispute in connection with this Guarantee, including in matters related to its existence, validity or termination, the dispute will be submitted to, and finally settled by (i) the District Court for Prague 1, if the first-instance court having subject matter jurisdiction is a district court, or (ii) the Municipal Court in Prague, if the first-instance court having subject matter jurisdiction is a regional court. This provision shall constitute an agreement conferring jurisdiction within the meaning of the Regulation 1215/2012. According to Article 25(1) of the Regulation 1215/2012, if the parties, regardless of their domicile, have agreed that a court or the courts of a Member State are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with a particular legal relationship, that court or those courts shall have jurisdiction, unless the agreement is null and void as to its substantive validity under the law of that Member State. Such jurisdiction shall be exclusive unless the parties have agreed otherwise. It is assumed that prorogation of jurisdiction provided by the Guarantee is valid and has full legal force under the laws of the Czech Republic and the Regulation 1215/2012.

The information on the procedure for the enforcement in the Republic of Poland of judgments given in the Czech Republic is provided in Clause 1 in this Chapter.

4. Enforcement Against Alfanor as the Security Provider

4.1 Enforcement in Norway

Enforcement of claims against Alfanor in Norway could be affected by the Norwegian legislation on the recognition and enforcement of foreign court rulings. Pursuant to the Norwegian Dispute Act Section 19-16 (1), civil claims which have been determined in a foreign state in a final and enforceable ruling, shall be enforceable in Norway to the extent provided by statute or agreement with such state. Norway is not obligated by any treaties to recognise or enforce rulings rendered by Turkish courts. Turkish rulings would therefore, in general, not be enforceable in Norway pursuant to the provision in Section 19-16 (1) of the Dispute Act.

An alternative basis for foreign rulings to be enforceable in Norway follows from Section 19-16 (2). Pursuant to this provision, binding court rulings from foreign states are recognised in Norway if the ruling has been obtained in a state the parties have agreed shall be the legal venue for a specific legal action or for legal actions that arise out of a particular legal relationship. It is a prerequisite that the agreement on legal venue is made in writing, cf. the Dispute Act Section 4-6 (2). This entails that a court judgement from Turkey may be enforced in Norway if the parties have agreed that Turkey shall be legal venue for disputes arising out of the parties' contractual relationship.

Foreign rulings which do not fall within one of the two alternatives referred to above, are not recognised or enforceable in Norway. Note that recognition and enforcement of rulings by courts of arbitration is regulated by the Arbitration Act. Pursuant to Section 45 of the Arbitration Act, rulings from both Norwegian and foreign courts of arbitration shall be recognised and enforceable in Norway.

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A precondition for recognition and enforceability in Norway is that the foreign ruling must be final and binding by the law of the rendering court's state. Besides, foreign judgements are not recognised if their enforcement would be considered contrary to mandatory laws or offensive to the legal order in Norway (ordre public-exception), cf. the Dispute Act Section 19-16 (3).

The Initial Turkish Pledge will be exercised in Turkey by the Security Agent. Pledges of shares in foreign companies are normally exercised under the law governing the shares and the share pledge.

(a) Alfanor must have the corporate authority to enter into the Pledge Agreement

Section 8-7 of the Norwegian Companies Act (Norwegian: “Aksjeloven”) generally limits the ability of a limited company to give credit to, or furnish security for, the obligations of its shareholders, or such shareholders' affiliated persons/companies, to the amount of distributable equity. However, Section 8-7 (3) makes exceptions from the limitation in 8-7 in certain instances. As the security is provided in favour of a foreign entity, the only relevant exception is in Section 8-7 (3), which exempts a credit or security in favour of a legal person that has a controlling interest over the company, provided the credit or security shall serve the group's economic interests.

The limitations in Section 8-7 of the Companies Act are in our view applicable in this case. This entails that unless the Initial Turkish Pledge falls within the exception described above, the pledge will be subject to the limitations of Section 8-7. A security issued in favour of a group company, which is intended to benefit the business of the group, and not intended to benefit the ultimate shareholders of the group, is normally regarded as serving the group's economic interests. Provided the Initial Turkish Pledge is regarded as serving the group's economic interests, the pledge would fall within the exception and be exempt from the limitations in Section 8-7 of the Companies Act.

(b) Potential risks arising from Norwegian insolvency law

If the Initial Turkish Pledge is not established with protection to third parties, there is a risk that other third parties may extinguish the Security Agent's rights in the shares. Such third parties may be other entities with rights to the shares, for example a purchaser who has purchased the shares in good faith, or creditors of Alfanor, or Alfanor's bankruptcy estate. The question of whether the Initial Turkish Pledge has protection against third parties will in our view depend on Turkish law, as Indeks is a Turkish entity.

If the pledge is established with protection pursuant to Turkish law, a Norwegian bankruptcy estate, and other third parties, will have to respect the pledge. The Security Agent will be satisfied in priority from the proceeds of the pledged shares to other unsecured creditors of Alfanor. The Security Agent should thus be able to seek full satisfaction for his secured claim against Alfanor in the event of Alfanor's insolvency, provided that the value of the pledged shares is sufficient to cover the claim. However, the insolvency administrator of an insolvent debtor's bankruptcy estate has a prioritised statutory lien over the assets of an insolvent debtor, upwards limited to five per cent of the value of each asset, cf. the Mortgage Act Section 6- 4. If the insolvency estate of Alfanor does not have sufficient funds to cover the insolvency administrator's necessary costs, there is a risk that up to five per cent of the value of the pledged shares may be deducted to cover the insolvency administrator's costs.

Norwegian bankruptcy law allows bankruptcy estates to sell the debtor's pledged assets if the value of the asset to be sold exceeds the value of the pledge holders' claims against the debtor, cf. the Satisfaction of Claims Act Section 8-15. Alfanor's bankruptcy estate, in the event of Alfanor's bankruptcy, could therefore possibly sell Alfanor's shares in Indeks. The bankruptcy estate would, however, have to provide the Security Agent with full satisfaction for his secured claim in the event of such a sale.

4.2 Enforcement in Turkey

The Initial Turkish Pledge agreement will be entered into before the Issue Date by the Security Agent, as the pledgee, and the Security Provider, as the pledgor, in order to establish a first ranking pledge over the Initial

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Turkish PledgedShares in favour of the Security Agent under the concept of the parallel debt as specified in Clause 4.4 of the Terms and Conditions.

The Initial Turkish Pledge agreement is governed by the laws of Turkey and Istanbul Central (Çağlayan) Courts and Execution Offices have the exclusive jurisdiction to hear and determine any lawsuit, action or proceeding and to settle any disputes and all matters arising out of or in connection with the Initial Turkish Pledge agreement.

According to the Initial Turkish Pledge agreement, the Initial Turkish Pledge will become immediately enforceable upon the occurrence of an Enforcement Event. At any time from the occurrence of the Enforcement Event, the Security Agent, as the pledgee, may, to the full extent enforceable under Turkish law and in addition to any other method of foreclosure permitted at the relevant time by Turkish law:

a) sell the Initial Turkish PledgedShares by way of private sale in accordance with Article 47(4)(b) of the Capital Markets Law numbered 6362 (Sermaye Piyasası Kanunu) (the CML) without being subject to the applicable formal enforcement proceedings set out under the Turkish Execution and Bankruptcy Law No. 2004 (the EBL); or

b) in accordance with Article 47(4)(b) of the CML, directly acquire the ownership of the Initial Turkish Pledged Shares at the fair market value; or

c) sell the Initial Turkish PledgedShares through a public auction in accordance with the applicable provisions of the EBL or through a private bargaining in accordance with Article 119 of the EBL.

The Security Agent will, as soon as reasonably practicable (at the latest within 30 Business Days), release the Security Provider from the Initial Turkish Pledge. The Initial Turkish Pledge agreement will terminate upon the Security Agent's release of the Initial Turkish Pledge.

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SUBSCRIPTION AND SALE

The Lead Manager have agreed with the Issuer, pursuant to a Subscription Agreement and subject to the satisfaction of certain conditions, to subscribe for the Bonds at the issue price set out in accordance with Clause 2.2 of the Terms and Conditions less any applicable commissions and expenses as agreed between the Issuer and the Lead Manager. The issue price of any Bonds issued on the Issue Date will be published on the Issuer's website: http://www.privateequitymanagers.pl by selecting the following sections: “FUNDS MANAGED”-”MCI.EUROVENTURES 1.0”-“MCI Venture Projects Sp. z o.o. VI S.K.A.” not later than one day before the Issue Date.

The Issuer has also agreed, subject to certain limitations, to reimburse the Lead Manager for its expenses in connection with the issue of the Bonds. The Subscription Agreement entitles the Lead Manager to terminate it in certain circumstances prior to payment being made to the Issuer. The Issuer has agreed in the Subscription Agreement to indemnify the Lead Manager against certain liabilities incurred in connection with the issue of the Bonds.

The distribution of this Prospectus as well as any offers, sale or purchase of the Bonds are restricted by law in some jurisdictions. The Issuer will not ask for approval or recognition of the Prospectus (including its supplements, if any) in other jurisdiction, the Bonds will not be permitted or approved by any administrative or other authority in any jurisdiction with the exception of the CNB. The placement in other countries may be restricted by applicable law and may require additional approval, recognition or adherence to certain procedures (including translation of the Prospectus or its part), or preparation or publication of other documents. All persons in possession of this Prospectus will be responsible for observing any restrictions relating to offers, purchase and sale of the Bonds and the possession and distribution of any documents relating to the Bonds in all relevant jurisdictions.

In addition to the above, the Issuer asks the subscribers of each Bond and the Bond acquirers to observe all relevant restrictions in each country (including the Czech Republic) where they would purchase, offer, sell or otherwise transfer the Bonds or where they would distribute, make accessible or otherwise circulate this Prospectus including its supplements, if any, or any other offering or promotional material or information in connection with the Bonds, in each case at their own expense and irrespective of whether the Prospectus or its supplements or any other offering or promotional material or information in connection with the Bonds is recorded in the printed form or in the electronic or any other intangible form.

The Issuer also demands all subscribers and Bond acquirers not to offer publicly any Bonds in accordance with the respective legal prescriptions. In other jurisdictions Bond offer may be limited by legal prescriptions of such jurisdictions and may require approval, recognition or translation of the Prospectus or of its part or other documents by a competent authority.

Any offer of any Bonds made by the Issuer (including the distribution of this Prospectus to selected investors on a confidential basis in the Czech Republic prior to the approval of this Prospectus by the CNB and prior to its publication) will be made exclusively to professional customers (within the meaning of Section 2a(1) of the CMA) or outside of the Czech Republic in accordance with applicable laws. Such offer does not require prior publication of a prospectus of the offered security. The Issuer notifies all potential investors and other persons of the fact that any Bonds may only be acquired by investors for an aggregate issue price equal to or in excess of the equivalent of EUR100,000 per one investor. The Issuer will not be bound by any order of any potential investor for subscription or purchase of any Bonds if the aggregate issue price for the ordered Bonds is less than the equivalent of EUR100,000.

The primary offering of the Bonds will not be made through an automated trading system of the PSE (XETRA® Prague).

Any person that acquires any Bonds will be deemed to have represented and agreed that (i) such person acknowledges all relevant restrictions on the offer and sale of the Bonds, in particular in the Czech Republic,

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relating to such person and the relevant method of offer or sale, (ii) such person will not further offer for sale or sell the Bonds without complying with all relevant restrictions applicable to such person and to the relevant method of offer and sale and (iii) before further offering for sale or further selling the Bonds, such person will inform the potential buyers that in certain jurisdictions, further offer or sale of the Bonds may be subject to legal restrictions, which must be observed.

United States

Public Offer Selling Restriction under the Prospectus Directive

(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Lead Manager; or

(d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Bonds referred to in (b) to (d) above shall require the Issuer or Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

United Kingdom

The Issuer further wishes to point out that the Bonds will not be offered or sold in the United Kingdom of Great Britain and Northern Ireland (the United Kingdom) by way of distributing any documents

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or notices except for offers to persons authorised to trade with securities on their own or on someone else's account in the United Kingdom or under such circumstances that do not constitute a public offer of securities under the 1985 Companies Act, as amended. All legal acts pertaining to the Bonds made in the United Kingdom, from the United Kingdom or otherwise associated with the United Kingdom in any manner whatsoever will also be performed in compliance with the 2000 (FSMA 2000) legislation governing financial services, including the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and with the Prospectus Regulations 2005, as amended.

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CERTAIN DEFINITIONS

The following definitions are applicable in this Prospectus, unless the context requires otherwise:

ABC Data means ABC Data spółka akcyjna (a joint-stock company) with its registered office in Warsaw at ul. Daniszewska 14, 03-230 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the number KRS 0000287132;

ABC Data Group means ABC Data S.A., the parent and eight subsidiaries: ABC Data s.r.o. in the Czech Republic, ABC Data s.r.o. in Slovakia, UAB “ABC Data Lietuva” in Lithuania, ABC DATA Marketing Sp. z o.o. with the registered office in Warsaw, ABC Data Hungary Kft. in Hungary, ABC Data Distributie SRL in Romania, ABC Data GmbH in Germany and iSource S.A. with the registered office in Warsaw;

Act on Investment Funds means the Polish Investment Funds Act of 27 May 2004 (Journal of Laws 2014, item 157; as amended);

Additional Polish Pledged Shares means the ABC Data shares which are pledged following the Issue Date under Clause 4.1 of the Terms and Conditions.

Additional Turkish Pledged Shares means the Index shares which are pledged following the Issue Date under Clause 4.1 of the Terms and Conditions.

Alfanor means Alfanor 13131 AS, a company organized and existing under the laws of the Kingdom of Norway, entered in the Norwegian Register of Companies (Foretaksregisteret) under the number 911 798 808, registered address: c/o Intertrust (Norway) AS, Bryggegata 6, 0250 Oslo, 0301 Oslo, Norway; postal address: c/o Intertrust (Norway) AS, Postboks 2051 Vika, 0125 Oslo;

Alfanor's Articles of Association means Alfanor's Articles of Association;

Alfanor's Board of Directors means the board of directors of Alfanor;

Bondholder means the holder of at least one Bond;

Bonds Act means the Czech Act no. 190/2004 Coll., on Bonds, as amended;

Brussels Regulation means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters;

Calculation Agent means Česká spořitelna, a.s., with its registered office in Prague 4, Olbrachtova 1929/62, Postal Code 140 00, identification number: 452 44 782, registered with the Commercial Register kept by the Municipal Court in Prague, Section B, Insert No. 1171

Central Registry System means has the meaning given to it in the Initial Turkish Pledge agreement;

CMA means the Czech Act No. 256/2004 Coll., the Capital Market Act, as amended;

CNB means the Czech National Bank, which exercises supervision over the capital market in accordance with Act No. 15/1998 Coll. on Supervision in the Capital Market Area and on the Amendment to Other Laws;

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Code of Civil Procedure means the Polish Code of Civil Procedure of 17 November 1964 (Journal of Laws 2014, item 101, as amended);

Commercial Companies Code – means the Polish Commercial Companies Code of 15 September 2000 (Journal of Laws 2013, item 1030, as amended);

CZK means the lawful currency of the Czech Republic;

EEA means the European Economic Area;

Enforcement Event has the meaning given in the Initial Turkish Pledge agreement;

Event of Default occurs when any of the events specified in clause 10.1 of the Terms and Conditions occurs and is continuing;

EU means the European Union;

EU Countries means the EU Member States;

EUR or euro means the single currency of the participating member states in the Third Stage of European Economic and Monetary Union pursuant to the Treaty on Functioning of the European Union, as amended from time to time;

Final Redemption Date means the day on which the nominal value of the Bonds will be redeemed unless the Bonds have been previously redeemed or purchased by the Issuer and cancelled as specified in the Terms and Conditions;

Fund means MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty with its registered office in Warsaw, at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Investment Funds kept by the Regional Court in Warsaw, VII Civil Registry Division, under the number RFi 347;

General Partner means MCI Venture Projects spółka z ograniczoną odpowiedzialnością (a limited liability company) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000391951;

General Partner's Management Board means the General Partner's management board.

GPW means Giełda Papierów Wartościowych w Warszawie spółka akcyjna (the Warsaw Stock Exchange, a joint-stock company) with its registered office in Warsaw, at ul. Książęca 4, 00-498 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000082312;

Guarantee means the guarantee granted by the Guarantor in connection with the Bond issue;

Guarantor means MCI Capital spółka akcyjna (a joint-stock company) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000004542;

Guarantor's Articles of Association means the Guarantor's Articles of Association;

Guarantor's General Meeting means the Guarantor's general meeting;

Guarantor's Group has the meaning as the MCI Group;

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Guarantor's Management Board means the Guarantor's management board;

Guarantor's Supervisory Board means the Guarantor's supervisory board;

IFRS means International Financial Reporting Standards as adopted by the EU;

Indeks means Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş, a joint-stock company listed on the Istanbul Stock Exchange, incorporated under the laws of the Republic of Turkey (register number in the Istanbul Trade Registry: 256376);

Initial Polish Pledge means a registered pledge over Initial Polish Pledged Shares to be established in connection with the Bond issue and, once the additional security over the Additional Polish Pledged Shares is created under Clause 4.1 of the Terms and Conditions, it also means a registered pledge over the Additional Polish Pledged Shares (where the context so requires);

Initial Polish Pledged Shares means the ABC Data shares which are pledged under the Initial Polish Pledge agreement;

Initial Turkish Pledge means a registered pledge over the Initial Turkish Pledged Shares to be established in connection with the Bond issue and, once the additional security over the Additional Turkish Pledged Shares is created under Clause 4.1 of the Terms and Conditions, it also means a registered pledge over the Additional Turkish Pledged Shares (where the context so requires);

Initial Turkish Pledged Shares means the Indeks shares which are pledged under the Initial Turkish Pledge agreement;

IP S.K.A. means ImmoPartners spółka z ograniczoną odpowiedzialnością Asset Management spółka komandytowo-akcyjna (ImmoPartners limited liability company Asset Management limited joint-stock partnership) in liquidation with its registered office in Wrocław at ul. Ostrowskiego 30 apt. 150, 53-238 Wrocław, entered in the Register of Business Entities of the National Court Register under the number KRS 0000394446;

Issuer or MCI Venture or the Company means MCI Venture Project spółka z ograniczoną odpowiedzialnością VI spółka komandytowo-akcyjna (a limited liability company VI limited joint-stock partnership) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000485654;

Issuer's Articles of Association means the Issuer's Articles of Association;

Issuer's General Meeting means the Issuer's general meeting;

Issuer's Group means the capital group of which the Issuer is a member;

Issuers' Regulation means Regulation of the Minister of Finance of 19 February 2009, regarding ongoing and periodical information submitted by the issuers of securities and the terms of considering as equivalent the information required by the provisions of law of a non-Member State (Journal of Laws 2014, item 133);

KDPW means the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.);

MCI AM sp.j. means MCI Asset Management spółka z ograniczoną odpowiedzialnością spółka jawna (a limited liability general partnership) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000495415;

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MCI Group or Guarantor's Group means the Guarantor and its Subsidiaries (as defined in Article 16 of the Terms and Conditions);

MCI TFI means MCI Capital Towarzystwo Funduszy Inwestycyjnych spółka akcyjna (a joint stock company) with its registered office in Warsaw, at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000263112;

MCI VP sp.j. means MCI Venture Projects spółka z ograniczoną odpowiedzialnością spółka jawna (a limited liability general partnership) with its registered office in Warsaw at ul. Emilii Plater 53, 00-113 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000492699;

NOK means the lawful currency of Norway;

PEManagers means Private Equity Managers spółka akcyjna (a joint-stock company) with its registered office in Warsaw at the address: Rondo ONZ 1, 00-124 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000371491;

PFSA means Polish Financial Supervision Authority;

Pledgor's Intermediary Institution means Garanti Yatırım Menkul Kıymetler A.Ş. where Indeks Shares are held in the Pledgor's Investor Account before creation/perfection of the pledge over Indeks Shares.

Pledgor's Investor Account has the meaning given in the Initial Turkish Pledge agreement;

PLN means the lawful currency of Poland;

Prague Stock Exchange or PSE means Burza cenných papírů Praha, a.s.;

Prospectus / Issue Prospectus means this issue document being the issue prospectus within the meaning of the Public Offer Act and Regulation 809/2004, approved by the CNB;

Public Offer Act means the Act on Public Offerings and Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (Journal of Laws 2013, item 1382);

Registered Pledge Act means Act of 6 December 1996 on Registered Pledge and Register of Pledges (Journal of Laws 2009, no. 67, item 569 as amended);

Regulation 809/2004 means Commission Regulation (EC) No. 809/2004 of 29 April 2004, implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Text with EEA relevance) (Official Journal of EU L.2004.149.1);

Secured Obligations has the meaning given in the Initial Turkish Pledge agreement;

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Security Agent means a creditor of the Parallel Obligations (as defined in Clause 4.4(b) of the Terms and Conditions) and beneficiary of the Security;

Security 'Agent Claim means the claim of the Security Agent under the Security Documents as specified in Clause 4.4 of the Terms and Conditions;

Security Documents mean any documents creating the Security;

Security Interest means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction;

Security Provider means Alfanor;

Sub-fund MCI.EuroVentures 1.0. means the Sub-fund MCI.Euro Ventures 1.0 sub-fund separated in the Fund, represented by MCI TFI;

Sub-fund MCI.TechVentures 1.0. means the Sub-fund MCI.Tech Ventures 1.0 sub-fund separated in the Fund, represented by MCI TFI;

Sub-Funds mean Sub-fund MCI.EuroVentures 1.0. or Sub-fund MCI.TechVentures 1.0.;

Subsidiary means, in relation to any Person (the first Person) at any particular time, any other Person (the second Person):

Terms and Conditions refers to the terms and conditions of the Bonds;

TRY means the lawful currency of Turkey.

We, us, our and other similar terms refer to the Issuer or the MCI Group, unless expressly stated otherwise or the context otherwise requires.

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GENERAL INFORMATION

The Bond issue will be carried out pursuant to Resolution no. 2 adopted by the Issuer's General Meeting on 14 December 2015. On 14 December 2015, the General Partner granted its consent for the Bond issue, pursuant to §17, section 2, item 7) of the Issuer's Articles of Association.

The Bonds will be governed by Czech law, specifically the Bonds Act, the CMA and by the respective relevant regulations of the public securities markets where the Bonds are to be listed.

This Prospectus was approved by the decision of the CNB on 1 April 2016, ref. no. 2016/039090/CNB/570, file no. S-Sp-2016/00009/CNB/572, which became final and effective on 2 April 2016.

An application has been made for the Bonds to be admitted to listing on the regulated market (in Czech: Regulovaný trh) of the PSE. The expenses related to the admission to trading of the Bonds on the regulated market of the PSE are expected to be CZK 50,000. The total costs related to the Issue, including the total costs related to the process of admission to trading of the Bonds on the regulated market of the PSE are expected to be approx. CZK 9 million.

No significant change in the financial or trading position of the Issuer occurred between 31 December 2014 and the date of this Prospectus, with the exception of the following events:

(a) On 16 February 2015 the Issuer entered into a non-revolving multicurrency loan agreement with Raiffeisen Bank Polska Spółka Akcyjna. The loan in total amount of PLN30 million is to be repaid on 31 March 2018. The interest rate is based on the WIBOR 1M plus bank's margin at 3 p.p. WIBOR 1M means one month Warsaw Interbank Offer Rate.

(b) On 20 April 2015 the Issuer issued a bill of exchange to MCI Venture Projects Spółka z ograniczoną odpowiedzialnością X Spółka Komandytowo-Akcyjna with its seat in Warsaw, with maturity 6 months, in the amount of PLN350,000, at interest rate 3.7 per cent. p.a.

No significant change in the financial or trading position of the Guarantor occurred between 31 December 2015 and the date of this Prospectus.

This Prospectus was completed as of 24 March 2016.

KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. (KPMG), with its registered seat at ul. Inflancka 4A, 00-189 Warszawa, Poland, audited the consolidated financial statements of the MCI Group for the year ended 31 December 2014.

KPMG is registered in the register of auditors held by the National Chamber of Statutory Auditors under no. 3546. On behalf of KPMG the consolidated financial statements of the MCI Group for the year ended 31 December 2014 were audited by Ewa Jóźwik (certified auditor, license no. 11154) and Stacy Ligas.

PKF Consult Spółka z ograniczoną odpowiedzialnością (PKF), with its registered office at ul. Okrzycka 6, lok. 1B, 02-695 Warsaw, Poland, audited the consolidated financial statements of the MCI Group for the year ended 31 December 2013.

PKF is registered in the register of auditors held by the National Chamber of Statutory Auditors under no. 477. On behalf of PKF the consolidated financial statements of the MCI Group for the year ended 31 December 2013 were audited by Ewa Ogryczak (certified auditor, license no. 11577).

The Issuer declares that none of the auditor and its members, employees or agents has any material interest in the Issuer. The Issuer has asked the auditor for its consent and the financial information has been incorporated into this Prospectus with the auditor's consent.

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As of the date of this Prospectus and in the period of previous 12 months, the Issuer has not been involved in any legal, administrative or arbitration proceedings in the Czech Republic or elsewhere, which could have negative impact on its financial situation.

The full versions of the MCI Group's audited financial statements, including enclosures and auditor's reports are enclosed in this Prospectus by references and, together with all other documents referred to in this Prospectus, are available for inspection upon request at the Issuer's registered office during regular working hours and on on the Issuer's web page (www.privateequitymanagers.pl/mci-euroventures-1-0/#mci-vp-vi- ska) and the Guarantor's web page (www.mci.pl/en/investor-relation/financial-reports).

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ADDRESSES

THE ISSUER MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna ul. Emilii Plater 53 00-113 Warsaw Poland

THE GUARANTOR MCI Capital S.A. ul. Emilii Plater 53 00-113 Warsaw Poland

THE SECURITY PROVIDER Alfanor c/o Intertrust (Norway) AS Bryggegeta 6 0250 Oslo, 0301 Oslo Norway

LEAD MANAGER Česká spořitelna, a.s. Olbrachtova 1929/62 140 00 Prague 4 Czech Republic

FISCAL, PAYING AND SECURITY AGENT Česká spořitelna, a.s. Olbrachtova 1929/62 140 00 Prague 4 Czech Republic

LEGAL ADVISOR TO THE LEAD MANAGER Allen & Overy (Czech Republic) LLP, organizační složka V Celnici 1031/4 110 00 Prague 1 Czech Republic

Allen & Overy, A. Pędzich sp. k. Rondo ONZ 1 00-124 Warszawa Poland

GEDİK & ERAKSOY River Plaza Kat:17, Büyükdere Cad. Bahar Sok. No:13 34394 Levent, İstanbul Turkey

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LEGAL ADVISOR TO THE ISSUER AND THE GUARANTOR DUBIŃSKI FABRYCKI JELEŃSKI I WSPÓLNICY KANCELARIA PRAWNA SP. K. Zielna 37 00-108 Warsaw Poland

ISSUER'S AUDITORS for 2013 and 2014 PKF Consult Sp. z o. o. Okrzycka 6 lok. 1B 02-692 Warsaw Poland

GUARANTOR'S AUDITORS for 2013 PKF Consult Sp. z o. o. Okrzycka 6 lok. 1B 02-692 Warsaw Poland

for 2014 and 2015 KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. ul. Inflancka 4A 00-189 Warsaw Poland

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