Synthos Finance AB (Publ) Admission to the Official List and to Trading On

LISTING PARTICULARS

Synthos Finance AB (publ) Admission to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange of €50,000,000 4.000% Senior Notes due 2021 guaranteed on a senior basis by Synthos S.A. and certain of its wholly-owned subsidiaries This document constitutes the Listing Particulars relating to the admission to the Official List and to trading on the Global Exchange Market (the “Listing”), which is the exchange regulated market of the Irish Stock Exchange of €50,000,000 4.000% Senior Notes due 2021 (the “Additional Notes”) issued by Synthos Finance AB (publ), a public limited liability company incorporated under the laws of Sweden (the “Issuer”). The Issuer is not offering any Additional Notes nor any other securities in connection with the Listing. This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any Additional Notes nor any other securities in any jurisdiction. The Additional Notes will not be generally made available or marketed to the public in connection with the Listing. The Additional Notes were issued as additional notes under the indenture executed on September 30, 2014 (the “Indenture”) pursuant to which the Issuer issued €350,000,000 aggregate principal amount of 4.000% Senior Notes due 2021 (the “Initial Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes are treated as a single class together with the Initial Notes for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified in the Indenture. The Issuer will pay the interest on the Notes semi-annually in areas on each March 30 and September 30, commencing on March 30, 2015. The Maturity date of the Notes is September 30, 2021. The Issuer may redeem the Notes in whole or in part at any time on or after September 30, 2018 at the redemption prices specified in this Listing Particulars. Prior to September 30, 2018, some or all of the Notes may be redeemed at any time at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, plus the applicable “make-whole” premium as described herein. Prior to September 30, 2018, the Issuer may also redeem up to 35% of the Notes using the proceeds of certain equity offerings at the redemption price specified herein. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. In the event of a change of control triggering event or sale of certain of our assets, the Issuer may be required to make an offer to purchase the Notes. The Notes are general senior obligations of the Issuer and are pari passu in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes are guaranteed on a senior unsecured basis by Synthos S.A. (the “Parent Guarantor”) and by certain of our existing and future subsidiaries (each, a “Guarantor,” and, collectively, the “Guarantors”), subject to limitations and statutory preferences under applicable law. The guarantees of the Notes by each of the Guarantors (each, a “Guarantee,” and, collectively, the “Guarantees”) are pari passu in right of payment with all of the existing and future indebtedness of such Guarantor that is not subordinated in right of payment to the Guarantees and senior in right of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to the Guarantees. The Notes and the Guarantees are also effectively subordinated to all existing and future secured debt of the Issuer and each of the Guarantors to the extent of the value of the assets securing such debt and to all existing and future debt of all of the subsidiaries of the Issuer that do not guarantee the Notes. This Listing Particulars includes information on the terms of the Notes and the Guarantees, including redemption and purchase prices, security, covenants and transfer restrictions. There is currently no public market for the Additional Notes. The Irish Stock Exchange has approved this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Additional Notes to be admitted to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. The Additional Notes have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada or Japan. The Initial Notes are in registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Initial Notes are issued in the form of one or more global notes in registered form. Delivery of the Additional Notes in book-entry form through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) was made on April 2, 2015 (the “Issue Date”). See “Book-Entry, Delivery and Form.” Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 22. The Notes and the Guarantees have not been, and will not be registered under U.S. federal securities laws or the securities laws of any other jurisdiction. The date of this Listing Particulars is May 6, 2015.

TABLE OF CONTENTS

SUMMARY ...... 12 SUMMARY CORPORATE AND FINANCING STRUCTURE ...... 15 THE LISTING ...... 17 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION ...... 20 RISK FACTORS ...... 22 CAPITALIZATION ...... 42 SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION ...... 43 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ...... 45 BUSINESS ...... 57 MANAGEMENT ...... 69 PRINCIPAL SHAREHOLDERS ...... 73 DESCRIPTION OF THE NOTES ...... 74 BOOK-ENTRY, DELIVERY AND FORM ...... 128 LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES ...... 132 LEGAL MATTERS ...... 143 INDEPENDENT AUDITORS ...... 144 ENFORCEMENT OF CIVIL LIABILITIES ...... 145 LISTING AND GENERAL INFORMATION ...... 148 GLOSSARY ...... 150

IMPORTANT INFORMATION

The Issuer and the Guarantors have prepared this Listing Particulars based on information they have or have obtained from sources they believe to be reliable. Summaries of documents contained in this Listing Particulars may not be complete. We will make copies of certain actual documents available to you upon request. Save for the Issuer, no other party has made an independent verification of the information contained in this Listing Particulars in connection with listing of the Additional Notes and no representation or warranty, express or implied, is made with respect to the accuracy or completeness of such information.

The Issuer is not offering any Additional Notes nor any other securities in connection with the Listing. This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any Additional Notes nor any other securities in any jurisdiction. The Additional Notes will not be generally made available or marketed to the public in the in connection with the Listing.

The Additional Notes have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada or Japan. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act. The Additional Notes have not been and will not be offered or sold in the United States, Australia, Canada or Japan or to or for the account or benefit of any person resident in Australia, Canada or Japan and this document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Additional Notes in such jurisdictions or in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe any restrictions.

The information in this Listing Particulars is current only as of the date on its cover, and our business or financial condition or other information in this Listing Particulars may change after that date. For any time after the cover date of this Listing Particulars, the Issuer and the Guarantors do not represent that their affairs are the same as described or that the information in this Listing Particulars is correct. This Listing Particulars may only be used for the purposes for which it has been published.

Each of the Issuer and the Guarantors accepts responsibility for the information contained in this Listing Particulars. To the best of the knowledge and belief of the Issuer and the Guarantors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Issuer and the Guarantors have prepared this Listing Particulars solely for use in connection with the admission of the Additional Notes to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange.

The information contained under the caption “Exchange Rate Information” includes extracts from information and data publicly released by official sources and Bloomberg. The Issuer and the Guarantor have accurately reproduced the information in relation to the exchange rate information and as far as the Issuer and the Guarantor are aware and able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading. The information set out in relation to sections of this Listing Particulars describing clearing and settlement arrangements, including the section entitled “Book-Entry, Delivery and Form,” is subject to change in or reinterpretation of the rules, regulations and procedures of Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) currently in effect. The Issuer and the Guarantors have accurately reproduced the information in relation to Euroclear and Clearstream, and as far as the Issuer and the Guarantors are aware and able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading.

THIS LISTING PARTICULARS CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.

MARKET AND INDUSTRY DATA

In this Listing Particulars, we rely on and refer to information regarding our business and the markets in which we operate and compete. The market data and certain economic and industry data and forecasts used in this Listing Particulars were obtained from governmental and other publicly available information, independent industry publications and reports prepared by trade associations and industry consultants, including IHS Chemical (“Chemical Economics Handbook, Polybutadiene Elastomers,” “Chemical Economics Handbook, Styrene-Butadiene Elastomers,” “CEH Marketing Research Report, Polystyrene”), Eurostat, the European Tyre & Rubber Manufacturers Association, the Polish Institute of Market Economy (“State and forecast of economic conditions”, February 2015), European Automobile Manufacturers’ Association. Third party information included in this Listing Particulars has been accurately reproduced and, to the best of our knowledge, no facts have been omitted which would render the reproduced information inaccurate or misleading.

In addition to the foregoing, certain information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business contained in this Listing Particulars was estimated or derived based on assumptions we deem reasonable and from our own research, surveys or studies conducted by third parties, including trade associations, and other industry or general publications. Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we believe that each of these studies and publications is reliable, we have not independently verified such data and cannot guarantee their accuracy or completeness.

In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market related analyses and estimates, requiring us to rely on our own internally developed estimates regarding the industry in which we operate, our position in the industry, our market share and the market shares of various industry participants based on our experience, our own investigation of market conditions and our review of industry publications, including information made available to the public by our competitors. In particular, we derive our overall market shares in the industry in which we operate by calculating the overall market size and our sales in the market; however, we do not calculate our competitors’ market share for single product families. None of the Company and the Group can assure you of the accuracy and completeness of, or take any responsibility for, such data. Similarly, while we believe our internal estimates to be reasonable, these estimates have not been verified by any independent sources and we cannot assure as to their accuracy or the accuracy of the underlying assumptions used to estimate such data. Our estimates involve risks and uncertainties and are subject to change based on various factors. See “Risk Factors,” and “Business” for further discussion of these factors.

FORWARD-LOOKING STATEMENTS

This Listing Particulars contains forward-looking statements regarding future financial performance and results and other statements that are not historical facts. The words “believe,” “anticipate,” “plan,” “expect,” “project,” “estimate,” “predict,” “intend,” “target,” “assume,” “may,” “could,” “will” and similar expressions are intended to identify such forward-looking statements. Such statements are made on the basis of assumptions and expectations that we believe to be reasonable as at the date of this Listing Particulars, but may prove to be erroneous. By their nature, such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause our actual results, financial condition, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, those more fully described in “Risk Factors” and elsewhere in this Listing Particulars. In addition, even if our results of operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this Listing Particulars, those results or developments may not be indicative of results or developments in subsequent periods. The risks and uncertainties we face going forward which could affect the accuracy of these forward-looking statements include, but are not limited to:

• adverse and uncertain global economic and financial market conditions;

• price fluctuations in the cost of raw materials and disruptions in the supply of raw materials;

• the cyclical and highly variable nature of our business and its sensitivity to changes in supply and demand;

• our reliance on a limited number of suppliers for certain of our key raw materials;

• our reliance on a limited number of key customers;

• our anticipated or current capital expenditures, acquisitions, or other projects;

• the competitive nature of our industry;

• our ability to meet our customers’ changing requirements in a timely manner;

• the availability of substitute products;

• our ability to maintain relevant licenses;

• our ability to consummate future acquisitions;

• risk relating to fluctuations in currency exchange rates;

• shutdown of crackers in Europe;

• overcapacity of synthetic rubber in China;

• changes in fuel costs;

• the influence of our main shareholder on our business, or the effect of him ceasing to control our business;

• failure to comply with EU regulations in relation to subsidy grants;

• our ability to comply with current or future laws and regulations relating to environmental, health and safety matters, including in particular in relation to greenhouse gas emissions, and the related costs of maintaining compliance and addressing liabilities;

• operational interruptions at our facilities due to events that are outside of our control that may interrupt or damage our operations or the impact of scheduled outages on our results of operations;

• operational risks, including the risk of environmental contamination and potential product liability claims;

• failure to implement our strategies;

• the loss of key management, technical or other personnel;

• the failure to protect our intellectual property rights;

• our ability to maintain an effective system of internal controls; and

• the other factors discussed in more detail in this Listing Particulars.

We urge you to read the sections of this Listing Particulars entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” for a more complete discussion of the factors that could affect our future performance and the markets in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this Listing Particulars may not occur. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise any forward-looking statement or risk factors, whether as a result of new information, future events or developments or otherwise.

We disclose important factors that could cause our actual results to differ materially from our expectations in this Listing Particulars. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations and our ability to make payments on the Notes.

CERTAIN DEFINITIONS

“Additional Notes” means the €50 million aggregate principal amount of the Issuer’s 4.000% senior notes due 2021.

“CAGR” means Compound Annual Growth Rate.

“CEE” means Central and Eastern Europe.

“CLP Regulation” means Regulation (EC) No 1272/2008 of the European Parliament and of the Council of December 16, 2008 on classification, labelling and packaging of substances and mixtures, amending and repealing Directives 67/548/EEC and 1999/45/EC, and amending Regulation (EC) No 1907/2006, as amended.

“Company,” “Parent Guarantor” or “Synthos” means Synthos S.A.

“Consolidated Financial Statements” means the audited consolidated financial statements of the Synthos Group as at and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012.

“CZK” or “czech koruna” means the lawful currency of the Czech Republic.

“Environmental Liability Directive” means Directive 2004/35/EC of the European Parliament and of the Council of April 21, 2004 on environmental liability with regards to the prevention and remediation of environmental damage, as amended.

“EU” means the European Union.

“EUR,” “euro,” or “€” means the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time.

“GBP,” “pounds sterling” or “£” means the lawful currency of the United Kingdom.

“GEM” means the Global Exchange Market, the exchange-regulated market of the Irish Stock Exchange.

“Guarantees” collectively means the joint and several senior unsecured guarantees of the Guarantors in favor of the Notes.

“Guarantors” means SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o., SYNTHOS PBR s.r.o, Synthos S.A. and Synthos Dwory 7.

“IED Directive” means Directive 2010/75/EU of the European Parliament and of the Council of November 24, 2010 on industrial emissions (integrated pollution prevention and control).

“IFRS” means the International Financial Reporting Standards, as adopted by the European Union.

“Indenture” means the indenture dated September 30, 2014 between, among others, the Issuer, the Guarantors and the Trustee.

“Initial Notes” means the €350 million aggregate principal amount of the Issuer’s 4.000% senior notes due 2021.

“Issue Date” means April 2, 2014.

“Issuer” means Synthos Finance AB (publ).

“Listing” means the listing of the Additional Notes by the Issuer on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange.

“Listing Particulars” means this Listing Particulars.

“NBP” means the National Bank of Poland.

“Notes” means the €350 million aggregate principal amount of the Issuer’s 4.000% senior notes due 2021 and the €50 million aggregate principal amount of the Issuer’s 4.000% senior notes due 2021.

“PFSA” means Polish Financial Supervision Authority.

“PLN,” “złoty” or “zł” each means the lawful currency of Poland.

“Proceeds Bond” means the intercompany bonds issued by Synthos S.A. to the Issuer for the aggregate principal amount of the Initial Notes.

“Proceeds Loan” means the intercompany loan granted by Synthos Finance AB (publ) to Synthos Dwory 7 for the aggregate principal amount of the Additional Notes.

“REACH Regulation” means Regulation (EC) No 1907/2006 of the European Parliament and of the Council of December 18, 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), establishing a European Chemicals Agency, amending Directive 1999/45/EC and repealing Council Regulation (EEC) No 793/93 and Commission Regulation (EC) No 1488/94, as well as Council Directive 76/769/EEC and Commission Directives 91/155/EEC, 93/67/EEC, 93/105/EC and 2000/21/EC, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“U.S. Dollars,” “$” or “USD” each means the lawful currency of the United States.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Synthos Dwory 7” means Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j.

“Synthos Group,” “Group” “we,” “us” or “our” each means Synthos S.A. and its consolidated subsidiaries, unless the context otherwise requires or such other meaning is clear from the context.

“Trustee” means Citibank, N.A., London Branch.

“U.S. GAAP” means the generally accepted accounting principles in the United States.

“United Kingdom” or “U.K.” means the United Kingdom of Great Britain and Northern Ireland.

“United States” or “U.S.” means the United States of America.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information

The Issuer, Synthos Finance AB (publ), is a public limited liability company incorporated under the laws of Sweden. The Issuer is a finance company and it has no material assets or liabilities and has not engaged in any activities other than those related to its formation and the issuance of the Notes. The Issuer is a wholly-owned subsidiary of the Company. We do not present any financial information for the Issuer in this Listing Particulars. The financial information presented in this Listing Particulars is the audited historical consolidated financial information of the Synthos Group, which includes both Guarantor and non-Guarantor subsidiaries.

This Listing Particulars includes the discussion on audited consolidated financial statements of the Synthos Group as at and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 including the accompanying notes (the “Consolidated Financial Statements”).

The Consolidated Financial Statements are incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE. The audited consolidated financial statements of the Synthos Group as at and for the year ended December 31, 2014 were published on the website of the Irish Stock Exchange (http://www.ise.ie/Market-Data-Announcements/Announcements) and the audited consolidated financial statements of the Synthos Group as at and for the years ended December 31, 2013 and December 31, 2012 were included in the Offering Memorandum dated September 24, 2014 published on the website of the Irish Stock Exchange (http://www.ise.ie/debt_documents/ListingParticulars_a51886b1-c114-4ea6-8f28-487d712e7c5f.PDF?v=2812015).

The Consolidated Financial Statements in this Listing Particulars are not intended to comply with the SEC’s reporting requirements and have been prepared in accordance with IFRS, which differs in various significant respects from U.S. GAAP. The Consolidated Financial Statements have been prepared in accordance with IFRS as adopted by the EU, which differs to some extent from IFRS issued by the International Accounting Standards Board. Presentation of financial information in accordance with IFRS requires our management to make various estimates and assumptions which may have an impact on the values shown in the financial statements and notes thereto. The actual values may differ from such assumptions.

Areas involving a higher degree of judgment or complexity or where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed therein.

The Consolidated Financial Statements were audited by PricewaterhouseCoopers sp. z o.o., with its registered office in Warsaw (see “Independent Auditors”).

The Consolidated Financial Statements are presented in thousands of PLN, PLN being the Group’s presentation currency. Unless otherwise indicated, financial data included in this Listing Particulars are stated in millions of PLN.

In this Listing Particulars, unless otherwise indicated references to “PLN” or “złoty” are to the lawful currency of Poland, references to “$,” “USD” or “U.S. dollars” are to the lawful currency of the United States, references to “€,” “EUR” or “euro” are to the euro, the lawful currency of a member state of the European Economic and Monetary Union, references to “GBP” are to the lawful currency of the United Kingdom, and references to “CZK” are to the lawful currency of the Czech Republic.

For definitions of certain terms used in the Listing Particulars, see “Certain Definitions.” For a glossary of other industry terms used in this Listing Particulars, see “Glossary.”

Change in the presentation of comparative financial data with respect to Butadien Kralupy a.s. in the Consolidated Financial Statements

New IFRS standards and interpretations became effective January 1, 2014, in particular IFRS 11 Joint Arrangements, which outlines the accounting by entities that jointly control an arrangement. The new standard limits the types of joint arrangements to two, joint operations and joint ventures. The new standards have been adopted by the Group in the Condensed Consolidated Interim Financial Statements. As a result of the application of these new standards, the Group has changed the accounting method for its interest in Butadien Kralupy a.s. from the equity method, and now, with respect to its interest in joint operations, the Group accounts for:

• its assets, including its share of any assets held jointly,

• its liabilities, including its share of any liabilities incurred jointly,

• its revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation, and

• its expenses, including its share of any expenses incurred jointly.

The financial information of the Group presented in this Listing Particulars as at and for the years ended December 31, 2013 and 2012 has been extracted or derived from the Consolidated Annual Financial Statements prepared before the adoption of the abovementioned standards. The financial information of the Group as at and for the year ended December 31, 2013 was restated in the Group’s 2014 annual IFRS financial statements to show the full-year effect of the new IFRS standards and interpretations effective January 1, 2014.

Change in the presentation of cash and cash equivalents

In 2013, our Management Board changed its accounting principles concerning the presentation of the balance of cash and cash equivalents as reported in the consolidated statement of cash flows. Prior to January 1, 2013, the balance of cash and cash equivalents as reported in the consolidated statement of cash flows consisted of cash and cash equivalents, less outstanding bank overdrafts. From January 1, 2013 onwards, the balance of cash and cash equivalents as reported in the consolidated statement of cash flows consisted only of cash and cash equivalents. As a result of this change, the data for the comparative period as at and for the year ended December 31, 2012 has been restated, which resulted in the following two changes to the consolidated statement of cash flows for the year ended December 31, 2012: (1) cash at the end of the period decreased by PLN 48.9 million in overdrafts incurred and (2) overdrafts incurred increased by PLN 48.9 million. In this Listing Particulars, cash flow data for the year ended December 31, 2012, is provided on a restated basis.

Non-IFRS Financial Measures

In this Listing Particulars, we present certain non-IFRS measures and ratios, including EBITDA and EBITDA margin, that are not required by, or presented in accordance with, IFRS. As used in this Listing Particulars, the following terms have the following meanings:

• “EBITDA” refers to operating profit plus depreciation of property, plant and equipment and amortization of intangible assets.

• “EBITDA margin” refers to ratio of EBITDA to revenues from sales.

We believe EBITDA facilitates operating performance comparisons from period to period and company to company by eliminating potential differences caused by variations in capital structures (affecting interest expense), tax positions (the impact on periods or companies of a change in effective tax rates or net operating losses) and the age and book value of tangible assets (affecting related depreciation expense).

Since EBITDA-based measures are not determined in accordance with IFRS and thus are susceptible to varying interpretations and calculations, the measures we present may not necessarily be comparable to similarly-titled measures used by other companies, limiting their usefulness as comparative measures. However, EBITDA and EBITDA margin should not be considered in isolation and you should not construe these non-IFRS measures as an alternative to net income determined in accordance with IFRS or to cash flows from operations, investing activities, financing activities or other measures of performance as defined by IFRS. Non-IFRS measures and ratios such as EBITDA and EBITDA margin are not measurements of performance or liquidity under IFRS and should not be considered as alternatives to IFRS measures of total comprehensive income or cash flows or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles or as alternatives to cash flow from operating, investing or financing activities as measures of our liquidity. They have not been prepared in accordance with SEC requirements, IFRS or the accounting standards of any other jurisdiction. The financial information included in this Listing Particulars is not intended to comply with the reporting requirements of the SEC and will not be subject to review by the SEC.

The non-IFRS measures we present may also be defined differently than the corresponding terms under the Indenture. Some of the limitations of these non-IFRS measures are:

• they do not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• they do not reflect changes in, or cash requirements for, working capital needs;

• they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on debts;

• although depreciation, amortization and impairment are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements that would be required for such replacements;

• some of the exceptional items eliminated in calculating these measures reflect cash payments, such as termination costs and asset impairments and write-offs that were made, or will be made, in the future;

• they do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

• other companies in our industry may calculate such measures differently than we do, limiting their usefulness as a comparative measure.

Non-Financial Operating Data

Certain key performance indicators and other non-financial operating data included in this Listing Particulars are derived from management estimates, are not part of our financial statements or financial accounting records, and have not been audited or otherwise reviewed by outside auditors, consultants or experts. Our use or computation of these terms may not be comparable to the use or computation of similarly titled measures reported by other companies. Any or all of these terms should not be considered in isolation or as an alternative measure of performance under IFRS.

EXCHANGE RATE INFORMATION

The following tables set forth, for the periods indicated, certain information regarding the indicated exchange rates, as reported by the National Bank of Poland (“NBP”). These rates may differ from the actual rates used in the preparation of the financial statements and other financial information appearing in this Listing Particular. We make no representation that the currency amounts referred to in this Listing Particulars have been, could have been or could, in the future, be converted at any particular rate, if at all.

On May 5, 2015, the NBP exchange rate of the $ was PLN 3.6205 per $1.00.

Period End Average High Low PLN per $1.00 Year 2010 ...... 2.9641 3.0179 3.4916 2.7449 2011 ...... 3.4174 2.9634 3.5066 2.6458 2012 ...... 3.1538 3.2570 3.5777 3.0690 2013 ...... 3.0120 3.1608 3.3724 3.0105 2014 ...... 3.5072 3.1551 3.5458 3.0042 Month in 2015 January ...... 3.7204 3.6849 3.7687 3.3466 February ...... 3.6980 3.6779 3.7220 3.6395 March ...... 3.8125 3.8120 3.926 3.705 April ...... 3.5987 3.7331 3.8088 3.5987 May (through May 5) 3.6205 3.6263 3.6320 3.6205

On April 5, 2015, the NBP exchange rate of the euro was PLN 4.0179 per €1.00.

Period End Average High Low PLN per €1.00 Year 2010 ...... 3.9603 3.9939 4.1770 3.8356 2011 ...... 4.4168 4.1198 4.5642 3.8403 2012 ...... 4.0882 4.1850 4.5135 4.0465 2013 ...... 4.1472 4.1975 4.3432 4.0671 2014 ...... 4.2623 4.1852 4.3138 4.0998 Month in 2015 January ...... 4.2081 4.2801 4.3335 4.2081 February ...... 4.1495 4.1780 4.2017 4.1495 March ...... 4.0890 4.1271 4.1723 4.0886 April ...... 4.0337 4.0244 4.0748 3.9822 May (through May 5) 4.0179 4.0322 4.0465 4.0179

On May 5, 2015, the NBP exchange rate of the CZK was PLN 0.1470 per CZK1.00

Period End Average High Low PLN per CZK 1.00 Year 2010 ...... 0.1580 0.1581 0.1638 0.1505 2011 ...... 0.1711 0.1675 0.1810 0.1570 2012 ...... 0.1630 0.1665 0.1751 0.1605 2013 ...... 0.1513 0.1617 0.1681 0.1506 2014 ...... 0.1537 0.1520 0.1557 0.1493 Month in 2015 January ...... 0.1513 0.1533 0.1559 0.1505 February ...... 0.1508 0.1513 0.1524 0.1502 March ...... 0.1486 0.1507 0.1522 0.1486 April ...... 0.1471 0.1467 0.148 0.1451 May (through May 5) 0.1470 0.1473 0.1476 0.1470

SUMMARY

This summary highlights information contained elsewhere in this Listing Particulars. The following overview should be read in conjunction with, and the following overview is qualified in its entirety by, the more detailed information included in this Listing Particulars, including the Consolidated Financial Statements. You should read the Listing Particulars carefully in its entirety to understand the business of the Group, the nature and terms of the Notes and the tax and other considerations which are important to your decision to invest in the Notes, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and the Consolidated Financial Statements incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE. Please see “Glossary” for a glossary of technical terms used in this Listing Particulars.

Overview

We are one of the leading manufacturers of chemical raw materials in Central and Eastern Europe (“CEE”), headquartered in Poland with our main production operations located in Poland and the Czech Republic. We are the leading producer of synthetic rubber and the leading producer of expandable and extruded polystyrene in Europe, based on data provided by IHS Chemical. Our upstream integration with a stable source of raw materials, including C4 fraction, butadiene, benzene and ethylene, which we source mainly from regional crackers, has allowed us to achieve a leading cost position in the synthetic rubber industry. We have a broad and diverse customer base across a wide range of industries, including the automotive, construction and packaging industries, which accounted for approximately 38,2%, 30,6% and 11,3% of product volumes sold for the year ended December 31, 2014, respectively. We have developed long-term relationships with our key customers, which include market leaders such as Michelin and Goodyear, many of which have lasted over several decades. Over the years, we have successfully leveraged our key proprietary technologies and transformed ourselves into a modern synthetic rubber and styrenics producer with global operations. Our shares have been listed on the Warsaw Stock Exchange since 2004, and we have been a member of the blue chip WIG20 index on the Warsaw Stock Exchange since 2012. As at December 31, 2014, we had a market capitalization of PLN 5,438.6 million.

For the year ended December 31, 2014, we generated consolidated revenues from sales of PLN 4,618.8 million and EBITDA of PLN 635.8 million. Our business is divided into three main business segments: butadiene and rubber (the “Synthetic Rubber Segment”), styrene and styrene derivatives (the “Styrene Plastics Segment”) and dispersions adhesives and latex (the “Dispersions, Adhesives and Latex Segment”). Other sources of revenues include auxiliary operations related to the production and distribution of thermal energy from our own power plants, as well as revenues derived from the trading and distribution of electricity (“Other Operations,” including “Media,” which is reported as a separate segment in the Consolidated Financial Statements). Other Operations also include income and costs not allocated to any segments.

Our operations are comprised of the following three core business segments:

Synthetic Rubber Segment

Our Synthetic Rubber Segment is our core business segment. 77% of the volume of products sold in this segment is attributable to large tire industry participants, including Michelin, Continental, Bridgestone, Goodyear and Pirelli. The remaining 23% of the volume of products sold in this segment is derived from other markets, including those involved in the production of technical rubber, soles for footwear, flexible cables and transmission belts. For the year ended December 31, 2014, our Synthetic Rubber Segment generated revenues from sales of PLN2,309.1 million and EBITDA of PLN 345.8 million.

Styrene Plastics Segment

Our Styrene Plastics Segment produces three main types of products, which differ in their application. The first is expandable polystyrene (“EPS”), which is primarily used in the production of thermal insulation boards, a basic thermal insulation material used in Central Europe. The second includes general purpose polystyrenes (“GPPS”) and high impact polystyrenes (“HIPS”), which are primarily used in the food packaging industry. Polystyrene is also used for making disposable tableware, cups, and containers for dairy products, trays and cutlery. It is also used as a raw material in the production of shower cubicles, jewelry packaging, and other materials requiring a stiff but transparent packaging material. The third is extruded polystyrene board (“XPS”), which is produced by our new production line for extruded polystyrene. XPS is used primarily in the construction industry, as a thermal insulation material for the perimeters of buildings, roofs with reverse layer sequences, flooring and in thermal bridges and cavity walls. For the year ended December 31, 2014, our Styrene Plastics Segment generated revenues of PLN 1,905.1 million and EBITDA of PLN 159.2 million.

Dispersions, Adhesives and Latex Segment

Our Dispersions, Adhesives and Latex Segment produces acrylic, styrene-acrylic, vinyl acetate polymer dispersions: wood- and paper-adhesives and two different types of synthetic latex: concentrated styrene butadiene and styrene butadiene carboxylic latex. The main application for these materials is in the production of high-quality paints, acrylic plasters, primers, sealers and other chemicals used in the construction industry. Polyvinyl acetate dispersions are used in the manufacturing of adhesives for wood and in the paper, textile and construction industries. Our adhesives are used mainly in the wood, furniture and paper industries. For the year ended December 31, 2014, our Dispersions, Adhesives and Latex Segment generated revenues from sales of PLN 169.5 million and EBITDA of PLN 10.3 million.

Recent Developments

Execution of investment activities related to SSBR

In 2014, the work was continued in the plant in Oświęcim in connection with executing the investment to build an installation to produce modern SSBR rubber. This installation is slated to be commissioned in mid2015. Executing this investment will lead to expanding our manufacturing capabilities in terms of modern SSBR rubber by a nominal amount of roughly 90,000 tons per annum. This installation will also be capable of manufacturing polybutadiene rubber and will be able to service leading manufacturers of tires.

Building the AGRO segment

We have resolved to develop a new business segment, i.e. manufacturing means of plant protection. The overriding objective is to gain the greatest possible share of the global market for means of plant protection in the shortest possible amount of time. We intend to achieve the foregoing by (i) acquisitions, (ii) registering and selling means of plant protection in Poland and abroad, (iii) building its own research and development center for means of plant protection, (iv) conducting research and devising new lists of ingredients for means of plant protection, (v) building installations to synthesize active substances, (vi) building formulation and packaging installations for means of plant protection, and (vii) building distribution structures in selected countries.

In 2014, we acquired a 100% stake in the share capital of Zakład Doświadczalny „Organika” Spółka z ograniczoną odpowiedzialnością, the Group’s R&D company specializing in plant protection products. In its product portfolio this company has a means of plant protection called ORKAN 350 SL used to fight weeds in apple orchards. This means of plant protection bases its efficacy on combining two active substances, i.e. glyphosate and MCPA.

In the third quarter of 2014, we completed a takeover of the registration of means of plant protection and biocides from Zakłady Chemiczne Organika-Azoty S.A. The major products forming the transactions are fungicides sold under the commercial names of Miedzian, Kaptan and Funaben as well as reputable biocides such as Muchozol, Mrówkozol and Insektozol.

The purchase of the registration for means of plant protection and biocides from Zakłady Chemiczne Organika-Azoty S.A. and the manufacturing and formula services offered by Zakład Doświadczalny „Organika” will enable us to penetrate the market quickly employing products branded as Synthos AGRO. Our current penetration of the market using new products such as means of plant protection will make it possible to prepare clients for a much broader product portfolio of greater magnitude to be offered after completing the construction of its own complex of manufacturing installations for active substances and means of plant protection.

In 2014, the sales of agro products and services amounted to PLN 14.4 million, of which PLN 4.9 million from exports.

Acquisition in the dispersion and adhesive segment

On 18 July 2014, an agreement was signed with SPV Boryszew 3 Spółka z o.o., seated in Warsaw, (Boryszew S.A.’s subsidiary) relating to purchase of 20,550 (twenty thousand five hundred fifty) shares constituting 100% of the share capital of Oristano Investment Spółka z o.o., for PLN 40,000,000.00 (forty million Polish zloty). The transaction was completed on 12 August 2014.

In October 2014, Oristano Investment Sp. z o.o., company dealing with production of vinyl dispersions and adhesives, was incorporated into our structures, in the trading part (purchasing, sales), and into Synthos Dwory 7 Spółka z ograniczoną odpowiedzialnością spółka jawna, in the production part.

The acquisition was another step in building the position of a leading supplier of chemical products and market leader offering high quality solutions in the dispersions and adhesives segment, taken mainly with buyers and end users in mind. We significantly increased its share in the Polish vinyl dispersion, wood adhesive and paper industry adhesive market.

Our long term strategy assumes successive development of the market value of the dispersions and adhesives business. The objective is to maximize the potential of the production facility in Sochaczew and, in the longer run, develop this unit.

Receiving permits to operate in the Krakow Special Economic Zone

On July 1, 2014, we received three new permits to operate in the Kraków Special Economic Zone. The new permission will allow us to pursue three new investments planned by us (i) the construction of a plant for the production of styrene- butadiene solvent rubber (batch production method); (ii) the construction of a plant for pesticides production; (iii) the construction of a plant for production of innovative expanded polystyrene for use during production of improved insulation materials for construction.

Intensification of sales in North America

At the beginning of 2014, we announced entering into a trading agreement with Harwick Standard, distribution company with an established position and experience in the sale of synthetic rubbers for production of tires and other applications. Harwick Standard became the exclusive partner in distribution of our products in the American market. In September 2014, we made a decision to support the above actions directly on site by opening, in H1 2015, the first official representation office in the US and launching rubber warehouses which will secure customers in the event of sudden shortages of the product, shorten the delivery time to the factories and secure ad hoc redistribution needs of Harwick Standard.

Plans to build a NdBR production facility in Brazil

In June 2014, a Tentative Environmental Permit for construction of the installations was obtained. A contract was concluded with an engineering company and a cost analysis of the installation was carried out, taking into account the local conditions and the possibility of import of materials, devices and equipment. The analyzes have shown that the originally assumed financial outlays would be exceeded hence a modification of the project scope is being considered. In addition the documents required to submit an application for financial support under investment incentive programs for projects of strategic importance for the Rio Grande do Sul state have been prepared. An application for the construction permit for the installations was prepared and submitted.

Expected development

Increasing shareholder value is the strategic objective of our Management Board. Execution of this objective will be supported by maintaining stable long-term relationships with business partners, improving operating efficiency and expanding and modernizing the product portfolio.

The key investments in the production area envisaged in our strategy pertain to raw material security and expansion of the product offering for the customers.

The strategy of growing the value of our Group pursued by the Management Board assumes the strengthening of our position in the key business areas, i.e. production of synthetic rubbers, polystyrenes, dispersions and adhesives and means of plant protection. We intend to attain this objective through, among other things, production and capital investments (acquisition of other companies conducting similar activity). Our strategy assumes maintaining a safe level of debt in the development process. The maximum net debt/EBITDA ratio should be 2.5.

We assume constant development and optimization of the product portfolio meeting the customer expectations. Product development is to rely primarily on own research carried out by the Research and Development center, whose task is to develop and implement the production of new, innovative products, primarily new types of synthetic rubbers. Our objective is to systematically improve the quality and cost competitiveness in relation to leading enterprises in the chemical industry.

Acquisitions will focus on entities that have modern products expanding our existing product portfolio or market opportunities, i.e. relatively low-priced companies with good market prospects.

SUMMARY CORPORATE AND FINANCING STRUCTURE

The following chart shows a simplified summary of our corporate and financing structure, adjusted to give effect to the Additional Notes. The following is provided for indicative and illustrative purposes only and should be read in conjunction with the information contained in this Listing Particulars as a whole. The chart does not include all entities within the Synthos Group. Unless otherwise indicated, the subsidiaries included in the simplified structure below are directly or indirectly wholly-owned by the Company. For a summary of our material debt obligations identified in this diagram, please refer to the sections entitled “Description of the Additional Notes” and “Capitalization.”

Restricted Group

Synthos S.A. (the Company or the „Parent Guarantor”) (Poland)(1)(3)

Synthos Finance AB (publ)(2) €50 million 100% (the Issuer) Additional Notes (Sweden)

100% Proceeds Loan

Synthos Dwory 7 SYNTHOS Karlupy (3)(5) spółka z ograniczoną (3)(5) SYNTHOS PBR s.r.o. Non-Guarantor (3)(5) a.s. odpowiedzialności sp.j. (Czech Republic) subsidiaries(4) (Poland) (Czech Republic)

TAMERO INVEST s.r.o.(3)(5) (Czech Republic)

Guarantor

Non-Guarantor

(1) Synthos S.A. is the parent of the Issuer and a Guarantor of the Additional Notes (the “Parent Guarantor”). All covenants in respect of the Additional Notes apply to the Parent Guarantor and its subsidiaries. For information on the shareholders of the Parent Guarantor, see the section entitled “Principal Shareholders.” The Guarantors will guarantee the Issuer’s obligations under the Additional Notes on a senior unsecured basis. As at and for the year ended December 31, 2014, the Guarantors represented PLN 4,587.6 million, or 99.3% of our consolidated revenues, PLN 621.7 million, or 97.8% of our consolidated EBITDA and PLN 2,153.5 million, or 96.31% of our consolidated net assets. (2) Synthos Finance AB (publ), a public limited liability company organized under the laws of Sweden, is a wholly-owned direct subsidiary of the Company. It is a finance company with no business operations or significant assets other than the Proceeds Bonds issued to the Company under the Initial Notes and the Proceeds Loan issued by it to Synthos Dwory 7, and which was formed on September 1, 2014. Consequently, as at and for the year ended December 31, 2014, the Issuer represented 0% of our consolidated EBITDA and PLN 0.5 million representing 0.02% of our consolidated net assets. The only debts outstanding of the Issuer are the Initial Notes and the Additional Notes, and the Issuer will have no significant liabilities other than the Notes. The Issuer loaned the proceeds of the Initial Notes to the Parent Guarantor via the Proceeds Bond and the proceeds of the Additional Notes to Synthos Dwory 7 via the Proceeds Loan. The Issuer will be dependent on the ability of the Parent Guarantor and Synthos Dwory 7 to make payments under the Proceeds Bond and the Proceeds Loan to make payments under the Initial Notes and the Additional Notes, respectively. The ability of the Parent Guarantor and Synthos Dwory 7 to make payments on the Proceeds Bond and the Proceeds Loan, respectively, is dependent on the ability of its subsidiaries to make distributions to the Parent Guarantor whether through dividend payments, loans or otherwise, which are subject to restrictions under applicable laws. Please see “Risk Factors—Risks Relating to the Notes—The ability of the Issuer to make payments under the Notes is dependent on the ability of the Parent Guarantor and Synthos Dwory 7 to make payments to the Issuer under the Proceeds Bond and the Proceeds Loan, which in turn depends, to a certain extent, on the ability of its subsidiaries to make distributions to the Parent Guarantor.” (3) The Guarantors of the Additional Notes comprise of Synthos S.A., Synthos Dwory 7, SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o. and SYNTHOS PBR s.r.o. As at and for the year ended December 31, 2014, Synthos Dwory 7 represented PLN 2,048.7 million, or 44.4% of our consolidated revenues, PLN 233.5 million, or 36.7% of our consolidated EBITDA and PLN 1,212.2 million or 54.2% of our consolidated net assets. As at and for the year ended December 31, 2014, SYNTHOS Kralupy a.s. represented PLN 1,914.0 million, or 41.4% of our consolidated revenues, PLN 194.7 million, or 30.6% of our consolidated EBITDA, and PLN 541.7 million, or 24.2% of our consolidated net assets. As at and for the year ended December 31, 2014 SYNTHOS PBR s.r.o. represented PLN 496.5 million, or 10.7% of our consolidated revenues, PLN 113.6 million, or 17.9% of our consolidated EBITDA, and PLN 366.1 million, or 16.4% of our consolidated net assets. The remaining Guarantors each do not represent more than 20% of each of their net assets, revenues and EBITDA. (4) For the year ended December 31, 2014, the non-Guarantors represented PLN 31.3 million, or 0.7%, of our consolidated revenues, PLN 14.1 million, or 2.2%, of our consolidated EBITDA and PLN 82.0 million, or 3.67%, of our consolidated net assets, respectively.

(5) The Guarantees are subject to certain limitations under applicable law, as described under “Risk Factors—Risks Relating to the Notes—The Guarantees are subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity and enforceability.”

THE LISTING

The following is a brief overview of certain terms of this Listing. Certain of the terms and conditions described below are subject to important limitations and exceptions. It may not contain all the information that is important to you. For a more complete description of the terms of the Notes, including certain definitions used in this overview, see “Description of the Notes” and “Description of Existing Indebtedness.”

Issuer ...... Synthos Finance AB (publ). Notes Listed ...... €50 million aggregate principal amount of 4.000% Senior Notes due 2021 (the “Additional Notes”). Issue Date ...... April 2, 2015 (the “Issue Date”). Issue Price ...... 100.000% (plus accrued and unpaid interest from the Issue Date). Maturity Date ...... September 30, 2021. Interest Payments ...... The interest rate of the Additional Notes will be 4.000%. Interest on the Additional Notes will be paid semi-annually in arrears on March 30 and September 30 of each year, commencing on March 30, 2015. Interest will accrue from the Issue Date. Form and Denomination ...... The Additional Notes are issued only in registered global form and in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. The Additional Notes in denominations of less than €100,000 are not be available. Except in limited circumstances, definitive registered Additional Notes in certificated form are not issued. Guarantees ...... The Additional Notes are guaranteed on a senior basis by Synthos S.A., Synthos Dwory 7, SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o. and SYNTHOS PBR s.r.o. (together, the “Guarantors”). The Guarantors also guarantee our obligations under the certain of our existing credit facilities. The Guarantees are subject to contractual, legal and regulatory limitations, and may be released under certain circumstances. See “Risk Factors—Risks Related to the Notes and our Structure” and “Description of the Notes—Guarantees.” Ranking of the Additional Notes ... The Additional Notes: • are general senior unsecured obligations of the Issuer; • rank pari passu in right of payment with any existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes; • rank senior in right of payment to any existing and future obligations of the Issuer that are expressly subordinated in right of payment to the Notes; • are effectively subordinated to any existing and future secured indebtedness of the Issuer and the Group that is secured by property or assets that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness (including indebtedness outstanding under the Senior Credit Facilities); • are fully and unconditionally guaranteed on a senior, joint and several basis by the Guarantors, subject to limitations under applicable law as set forth under “Limitations on Validity and Enforceability of the Guarantees;” and • are structurally subordinated to any existing and future indebtedness of each member of the Group that does not provide Guarantees. Ranking of the Guarantees ...... Each of the Guarantees: • are a general senior unsecured obligation of the relevant Guarantor; • rank pari passu in right of payment with any and all of the relevant Guarantor’s existing and future indebtedness that is not subordinated in right of payment to the Guarantee; • rank senior in right of payment to any and all of the relevant Guarantor’s existing and future obligations that are expressly subordinated in right of payment to the Guarantee; • are effectively subordinated in right of payment to all of such Guarantor’s existing and future indebtedness that is secured by property or assets that do not secure the Guarantees to the extent of the value of the property and assets securing such indebtedness; and • are structurally subordinated to all existing and future obligations of such Guarantor’s subsidiaries that do not provide Guarantees.

Additional Amounts ...... If any withholding of taxes by certain relevant tax jurisdictions were at any time to be required, the Issuer or applicable Guarantor is required to pay the additional amounts necessary so that the net amount received by the holders of the Additional Notes after the withholding (including any withholding in respect of the additional amounts) is not less than the amount that the holders of the Additional Notes would have received in the absence of the withholding. See “Description of the Notes—Additional Amounts.” Optional Redemption ...... Prior to September 30, 2018, the Issuer will be entitled at its option to redeem all or a portion of the Additional Notes at a redemption price equal to 100% of the principal amount of the Additional Notes plus the applicable “make-whole” premium described in this Listing Particulars and accrued and unpaid interest, and additional amounts, if any, to the redemption date. See “Description of the Notes— Optional Redemption.” On or after September 30, 2018, the Issuer will be entitled at its option to redeem all or a portion of the Additional Notes at the redemption prices set forth under the caption “Description of the Notes—Optional Redemption” plus accrued and unpaid interest and additional amounts, if any, to the redemption date. Prior to September 30, 2018, the Issuer will be entitled at its option to redeem up to 35% of the aggregate principal amount of the Additional Notes using the proceeds of certain equity offerings at the redemption price of 104.000% of the principal amount of the Additional Notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the redemption date; provided that at least 65% of the Additional Notes outstanding as of the Issue Date, remain outstanding after the redemption. See “Description of the Notes—Optional Redemption.” Optional Redemption for Tax In the event of certain developments affecting taxation (with respect to the Reasons ...... Additional Notes), the Issuer may redeem the Additional Notes, in whole, but not in part, at 100% of the principal amount thereof, plus accrued and unpaid interest, and additional amounts, if any, to the date of redemption. See “Description of the Notes—Redemption for Changes in Taxes.” Change of Control and Rating Upon the occurrence of certain events constituting a “change of control,” Decline ...... combined with a rating decline (together, a “Change of Control Triggering Event”) the Issuer will be required to offer to repurchase all outstanding Additional Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to the date of repurchase. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.” Certain Covenants ...... The Indenture contains covenants that, among other things, limit the ability of the Parent Guarantor and its restricted subsidiaries to: • incur or guarantee additional indebtedness and issue certain preferred stock; • create or incur certain liens; • make certain payments, including dividends or other distributions; • prepay or redeem subordinated debt or equity; • make certain investments; • create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to the Parent Guarantor or any of its restricted subsidiaries; • sell, lease or transfer certain assets including stock of restricted subsidiaries; • engage in certain transactions with affiliates; and • consolidate or merge with other entities. Each of these covenants is subject to significant exceptions and qualifications. See “Description of the Notes—Certain Covenants.” Listing ...... The Issuer has applied to list the Additional Notes on the Official List of the Irish Stock Exchange and to admit the Additional Notes to trading on the Global Exchange Market thereof. No certainty can be given that the application will be accepted. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Trustee ...... Citibank, N.A., London Branch. Paying Agent and Transfer Agent Citibank, N.A., London Branch.

Registrar ...... Citigroup Global Markets Deutschland AG. Listing Agent ...... Arthur Cox Listing Services Limited. Governing Law ...... The Indenture, the Additional Notes and the Guarantees are governed by New York law, and the Proceeds Loan is governed by Polish law. Risk Factors ...... Investing in the Additional Notes involves substantial risks. Please see the “Risk Factors” section.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION

Summary historical consolidated financial data

The tables below set forth certain of our summary historical consolidated financial data and other data as at the dates and for the periods indicated.

The summary consolidated statement of financial position, consolidated statement of comprehensive income and consolidated statement of cash flow set forth below as at and for the years ended December 31, 2014, 2013 and 2012 have been derived without material adjustments from our Consolidated Financial Statements, incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE.

Our consolidated historical financial statements and the condensed consolidated historical financial information presented below were prepared on the basis of IFRS, which differs in certain respects from U.S. GAAP. The condensed financial information and other data below include certain non-IFRS measures used to evaluate our operating and financial performance. These measures are not identified as accounting measures under IFRS and therefore should not be considered as an alternative measure to evaluate the performance of the Group. See “Presentation of Financial and Other Information.”

The Group’s consolidated historical financial information and other data should be read in conjunction with the information contained in “Capitalization,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE.

Summary Statement of Comprehensive Income

For the year ended December 31 2014 2013 2012 (PLN million) Revenues from Sales ...... 4,618.8 4,989.0 6,206.6 Cost of sales ...... (3,853.4) (4,228.0) (5,166.3) Gross profit/Loss on sales ...... 765.4 761.0 1,040.3 Other operating income ...... 21.8 31.5 79.0 Selling costs ...... (135.6) (141.5) (149.6) General and administrative expenses ...... (165.5) (148.8) (157.9) Other operating expenses(1) ...... (14.4) (32.0) (37.2) Profit/(Loss) on sale of property, plant and equipment ...... 7.9 4.0 1.5 Profit from the sale of shares ...... — — — Operating profit/loss ...... 479.6 474.2 776.1 Financial income ...... 7.5 23.7 15.4 Financial costs ...... (49.6) (26.7) (44.1) Net financial costs ...... (42.1) (3.0) (28.7) Loss on selling financial assets available for sale ...... (10.4) — (154.6) Profit before tax ...... 427.1 471.2 617.3 Income tax ...... (69.6) (53.9) (32.1) Net profit ...... 357.5 417.3 585.2

(1) For your convenience, we have translated certain złoty amounts into euro. The exchange rate for the convenience translations is PLN 4.1609 per €1.00 which was the National Bank Exchange Rate per euro as at June 30, 2014. You should not view such translations as a representation that such euro amounts actually represent such złoty amounts, or could be or could have been converted into euro at the rate indicated or at any other rate.

Summary Statement of Financial Position

As at December 31, 2014 2013 2012 (PLN million) Total assets ...... 4,641.7 4,067.2 4,557.4 Total equity ...... 2,235.9 2,291.3 2,928.1 Total non-current liabilities ...... 1,720.2 566.9 600.5 Total current liabilities ...... 685.5 1,209.1 1,028.8 Total liabilities ...... 2,405.7 1,776.0 1,629.3 Total equity and liabilities ...... 4,641.7 4,067.2 4,557.4

Summary Statement of Cash Flows

For the year ended December 31, 2014 2013 2012 (PLN million) Net cash from operating activities ...... 611.9 685.0 702.9 Net cash used in investing activities...... (297.6) (256.2) (202.2) Net cash used in financing activities ...... 12.7 (736.8) (767.8)

Summary Other Financial Data

As at and for the year ended December 31, 2014 2013 2012 (PLN million) Capital expenditures(1) ...... 444.4 301.7 205.2 EBITDA (unaudited for all periods)(2)...... 635.8 632.7 932.1

(1) Capital expenditures represent payments to acquire intangible assets and property, plant and equipment, as recorded on our consolidated cash flow statement. (2) EBITDA represents operating profit plus depreciation of property, plant and equipment and amortization of intangible assets. EBITDA is not a measure of liquidity or performance calculated in accordance with IFRS and should be viewed as a supplement to, not a substitute for, our results of operations presented in accordance with IFRS. See “Presentation of Financial and Other Information.” We believe that EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. EBITDA and similar measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing our EBITDA to EBITDA of other companies. The reconciliation of net profit to EBITDA is as follows for the periods indicated:

For the year ended December 31, 2014 2013 2012 (PLN million) Net profit ...... 357.5 417.3 585.2 Income tax ...... 69.6 53.9 32.1 Loss on selling financial assets available for sale 10.4 — 154.6 Financial income ...... (7.5) (23.7) (15.4) Financial costs ...... 49.6 26.7 44.1 Operating profit ...... 479.6 474.2 776.1 Depreciation and amortization ...... 156.2 158.5 156.0 EBITDA (unaudited for all periods) ...... 635.8 632.7 932.1

RISK FACTORS

An investment in the Notes involves risks, including the risks described below and elsewhere in this Listing Particulars. Before investing in the Notes, you should consider carefully the following risk factors and all information contained in this Listing Particulars. The risks and uncertainties we describe below are not the only ones we have. Additional risks and uncertainties of which we are not aware or that we currently believe are immaterial may also adversely affect our business, financial condition, liquidity, results of operations or prospects. If any of these events occur, our business, financial condition, liquidity, results of operations or prospects could be materially and adversely affected, we may not be able to pay interest or principal on the Notes when due and you could lose all or part of your investment.

This Listing Particulars also contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, the risks described below and elsewhere in this Listing Particulars.

Risks Related to Our Business and Industry

Disruptions in the global economy and the financial markets in which we operate may adversely impact our business.

Our business is largely based on the sales of chemical products used as raw materials and intermediate products in a wide range of industries, including, in particular, the automotive, packaging and construction industries. Demand for our customers’ products is affected by general economic conditions and other factors, including conditions in the automotive and packaging industries, labor and energy costs, currency changes, fluctuations in interest rates and other factors beyond our control. As a result, the volume and profitability of our sales depend upon these fluctuations, as well as the economic situation in Poland, the Czech Republic, Europe and worldwide. The recent economic downturn in our end markets and the geographic areas where we sell our products, including the automotive industries in Europe, has substantially reduced demand for our products and resulted in decreased sales volumes. While demand for certain of our products began to recover in 2010 despite the Eurozone crisis, we cannot assure you that events having an adverse effect on the industries and markets in which we operate, such as a downturn in the Polish, European or global economies, increases in interest rates, unfavorable currency fluctuations or other factors, will not occur or continue. Any significant downturn in our customers’ businesses or in Polish, European or global economic conditions could result in a reduction in demand for our products and could adversely affect our business, results of operations, financial condition or prospects.

Price fluctuations in the cost of raw materials used to manufacture our products or disruptions in the supply of raw materials may adversely affect our production costs.

Our manufacturing costs may be directly affected by volatility in the cost of our raw materials and fuel, which are subject to global supply and demand and other factors beyond our control. Our principal raw materials (C4 fraction, butadiene, benzene, ethylene or styrene) together represented PLN 2,41 billion, or 56.9% of our total cost of goods sold for the year ended December 31, 2014. As a significant portion of our cost of goods sold is represented by these raw materials, our gross profit and margins could be adversely affected by changes in the cost of these raw materials if we are unable to pass any increased costs on to our customers. The probability of such a risk may be greater if suppliers accumulate considerable stock and, as a consequence, temporarily limit their orders. Although in the long term, changes in the prices of raw materials will be reflected in product prices, in the short term, raw material cost volatility poses a challenge as we may be unable to manage passing cost increases on to our customers in a timely manner by adjusting our prices. We believe that rapid changes in pricing may also affect customer demand. In extraordinary cases, such as the notification of a force majeure event by a key supplier, we may find ourselves with insufficient materials to produce our products. Alternatively, if the availability of any of our principal raw materials is limited, we may be unable to produce some of our products in the quantities demanded by our customers, which could have an adverse effect on plant utilization and the sales of our products requiring such raw materials.

In addition, our production process requires significant amounts of energy and fuel. We use thermal coal and natural gas to generate electricity, operate our facilities and generate heat and steam for our various manufacturing processes. For the year ended December 31, 2014, the costs of thermal coal and natural gas accounted for 7% of our cost of sales, compared to 6% for the year ended December 31, 2013 and 4.5% for the year ended December 31, 2012. Thermal coal and natural gas prices have experienced significant volatility in the past several years, and we may not be able to pass on any increased costs of production and distribution of our products to our customers. Any disruptions in the thermal coal or natural gas supply to our production facilities could severely impact our business, results of operations, financial condition or prospects.

The chemicals industry is subject to cyclicality, which may cause fluctuations in our results of operations.

Our operations are subject to the cyclical and, more importantly, variable nature of the supply and demand balance in the chemicals industry, and our future results of operations may continue to be affected by this cyclicality and variability. Historically, the chemicals industry as a whole has experienced alternating periods of capacity shortages leading to tight

22 supply conditions and increasing prices and margins, followed by periods when substantial capacity was added resulting in oversupply, declining capacity utilization rates and declining prices and profit margins.

Several factors that have historically contributed to volatile margins in the chemicals industry, and in our business particularly, most of which are beyond our control, include:

• exchange rate fluctuations for producers with a global manufacturing footprint or distribution;

• oversupply due to capacity expansions by existing or new competitors;

• short-term utilization rate fluctuations due to planned turnarounds and unplanned production downtime;

• regulatory requirements driving required technology and manufacturing changes; and

• political and economic conditions, which drive rapid changes in prices for our key raw materials, including C4 fraction, butadiene, benzene, ethylene or styrene.

Given the current uncertainty in the global economic environment (that could result in lower demand) and the implications of the variable supply and demand balance in the chemicals industry, increasing supply could increase pressure on our margins and could materially adversely affect our business, results of operations, financial condition or prospects.

We are highly dependent on a limited number of regional suppliers of our main raw materials and our revenue and profit could decrease significantly if we lose one or more of these suppliers.

Our operations require substantial amounts of raw materials, including C4 fraction, butadiene, benzene, ethylene and styrene, which we source mainly from regional crackers such as PKN Orlen (which together with Unipetrol forms one group), Sabic and OMV who deliver raw materials to our production facilities in the Czech Republic and Poland. Our regional production facilities are also linked through pipelines with certain of our suppliers, including a pipeline with Unipetrol through which we obtain C4 fraction, ethylene and benzene for our production facility in the Czech Republic In addition, we own 49% in a joint venture established together with Unipetrol, which provides us with approximately 50% of our annual requirements for butadiene, which is the key raw material for our synthetic rubber production.

The nature of our business depends on regular deliveries of raw materials to our production facilities, which means that we might not always be able to avoid reliance on a single supplier. Any disruption or delay in the supply of raw materials from a particular supplier, or the loss of a supplier where we are unable to find a suitable alternative within a required time frame, could force us to curtail our production. If any one of our suppliers becomes unable to meet its delivery requirements for any reason (for example, due to insolvency, destruction of production plants or refusal to perform a contract), we may be unable to source input products from other suppliers at the required volume, and/or at the same or lower prices. The realization of any of these risks could have a material adverse effect on our business, results of operations, financial condition or prospects.

We depend on certain key customers for a significant proportion of our sales volumes, and our revenue and profits could decrease significantly if we lose one or more of these key customers.

We derive a substantial portion of our revenue from sales from certain key customers. For example, for the year ended December 31, 2014, our top five customers accounted for 25.3% of our revenues from sales, four of which are car tire manufacturers. As a result, it is critical that we maintain close relationships with our key customers. The deterioration in or termination of these relationships could lead to a material decline in sales, revenues, profitability and cash flows and impair our business and reputation.

Furthermore, we are exposed to credit risk, which relates to the non-payment or non-performance by customers with respect to trade and other receivables. The failure of our customers to perform their obligations or the possibility that they may terminate their agreements with us could result in our being unable to meet our working capital requirements. Financial difficulties experienced by customers, including bankruptcies, restructurings and liquidations, or potential financial weakness in the industry, increase this risk. The failure of a customer to pay outstanding amounts owed to us could have a materially adverse effect on our business, results of operations, financial condition or prospects. Although we have adopted procedures and policies aimed at minimizing this risk, such as insuring receivables, monitoring credit exposures and assigning credit limits to customers, these credit procedures and policies may not be adequate, and they may not protect us against the risk of non-payment and/or non-performance by customers.

Our ability to manufacture our key specialty products may be impaired by our failure to maintain relevant licenses and we cannot assure you that we will be able to renew all necessary certificates, approvals and permits for our operations.

Our ability to manufacture key specialty products requires licenses to use certain patents, patent applications and other intellectual property. In July 2011, we launched the production of NdBR rubber (required for production of high performance tires) under a license agreement with Michelin at our production facility in the Czech Republic. In June 2012, we signed a license agreement with Goodyear under which we gained access to the technology for producing advanced SSBR rubber. These licenses are for an infinite period and will continue in full force insofar we do not comply with their requirements, which may include the payment of royalties, maintenance of confidentiality, obeying any restrictions on not use and construction of additional capacity.

We cannot assure you that we will be able to maintain our licenses, including the license agreements we have with Michelin and Goodyear. If we are unable to maintain or secure alternative licenses on acceptable terms or develop our own proprietary technology, which does not infringe intellectual property rights of third parties, we may not be able to sell certain of our products, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

Our operations are subject to various certificates, approvals and permits in various jurisdictions. We cannot assure you that we will be able to renew our certificates, approvals and permits upon their expiration. The eligibility criteria for such certificates, approvals and permits may change from time to time and may become more stringent. In addition, new requirements for certificates, approvals and permits may come into effect in the future. The introduction of any new or more stringent laws, regulations, certification requirements, approvals and permits relevant to our business may significantly escalate our compliance and maintenance costs, preclude us from continuing our existing operations or limit or prohibit us from expanding our business. Any such event may have an adverse effect on our business, financial results and future prospects.

The commodity organic chemicals industry is highly competitive and we may struggle to maintain our current market position.

Our industry is highly competitive and we face significant competition from large international producers, as well as from smaller regional competitors. Our most significant competitors in the synthetic rubber market include Lanxess, Trinseo and Versalis. In the styrenics market, our competitors include Styrolution, Total and Ineos.

Competition is based on a number of factors, such as product quality, service and price. Our competitors may improve their competitive position in our core end-use markets by successfully introducing new products, improving their manufacturing processes or expanding their capacity or manufacturing facilities. In addition, if we are forced to increase the prices of our principal synthetic rubber, latex raw materials, polystyrene plastics, or butadiene, other manufacturers who offer similar products made with less expensive raw materials for example, as a result of a different chemical composition, may be able to improve their market position and force us to lower our prices in order to compete with them. Competition between styrene-based chemical products and other products within the end-use markets in which we compete is intense. Supply (production capacity) exceeds potential demand in this market and we may need to adjust our prices to meet competitors’ offers. In addition, increased competition from existing or new products may reduce demand for our products in the future and our customers may decide on alternate sources to meet their requirements.

The long-term impact of competition for these products is unclear. Some of our competitors may be able to drive down prices for our products if they have lower operating costs. Alternatively, some of our competitors may have greater financial, technological and other resources, enabling them to better withstand cost and demand changes in the market. Such competitors may be better able to withstand changes in market conditions than us. Our competitors may also be able to respond more quickly than we can to new or emerging technologies or changes in customer requirements. If we are unable to keep pace with our competitors’ product and manufacturing process innovations, we may be unable to maintain our current market position.

In addition, consolidation of our competitors or customers may result in reduced demand for our products or make it more difficult for us to compete with our competitors. If we are unable to successfully compete with other producers of styrene-based chemical products or if other products can be successfully substituted for our products, our sales may decline.

We may not be able to adjust our products or technologies to address our customers’ changing requirements or competitive challenges in a timely manner, and our customers may substitute our products with other products that we do not offer.

The market segments where our customers compete are subject to periodic technological changes, ongoing product improvements, product substitution and changes in customer requirements. Increased competition from existing or newly

24 developed products offered by our competitors or companies whose products offer a similar functionality to our products may negatively affect demand for our products.

For example, in the EPS industry, where competition between producers leads to the constant introduction of improved grades with lower thermal conductivity, which requires us to adjust our products in order to address our customers’ requirements and sustain market demand for our products.

We work to identify, develop and market innovative products on a timely basis to meet our customers’ changing requirements and competitive challenges. However if we are unable to substantially maintain or further develop our product portfolio, customers may elect to source comparable products from competitors which could have a detrimental impact on our business, results of operations, financial condition or prospects.

We may not be able to develop products that adequately address our customers’ needs. In addition, the timely commercialization of products that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, industry acceptance or insufficient industry size to support a new product, competitors’ new products, and difficulties in moving from the experimental stage to the production stage, which is usual for the process of product development, especially during the scale up from laboratory to semi-technical stage. These disruptions or delays could adversely affect our business, results of operations, financial condition or prospects.

We cannot be certain that the investments we make in our technology department and research and development department will result in proportional increases in net sales or profits. Our research and development and application technology teams work closely with our customers to develop high-quality, innovative products and applications that are tailored to meet their specific requirements.

In addition, alternative materials, procedures or technologies may be developed, or existing ones may be improved, and replace those we currently offer. For example, substitute products may affect the demand for our products, in particular for emulsion rubber and polystyrene. Production advances, including increased demand for substitute end products, which use different materials, and increases in the quality of competing substitute materials used in the production of current end products, as well as product and raw material price fluctuations, may increase the comparative advantage of substitute products and result in a decline in demand for our products as customers may switch to substitutes.

For example, the tire labelling regulations in the EU have led to increased demand for higher-performance (SSBR and NdBR rubbers) tires for personal vehicles with better properties than emulsion rubber, which is our main product offering. Polystyrene is also subject to substitution risks. Competing materials, such as other polymers, particularly polypropylene, polylactic acid and paper, can also be used in packaging applications. While the cost of switching to one of these alternatives is relatively low, as modern conversion lines can generally switch between polymers, additional investment may be required to process polyethylene terephthalate (“PET”), and in some cases, polypropylene. If such newly developed, improved products or alternative products are being offered at lower prices, have preferable features or other advantages, particularly from a regulatory perspective, and we are not able to offer similar new or improved products, we may lose substantial business, which could have an adverse effect on our business, results of operations, financial condition or prospects.

Any future acquisitions may prove difficult for us to consummate.

We have a history of making acquisitions, including as recently as in July 18, 2014, with our acquisition of 100% of the shares in Oristano Investment, which is a manufacturer of dispersions and adhesives, our acquisition of 100% of share capital in Zakład Doświadczalny “Organika” sp. z o.o., the Group’s R&D company specializing in plant protection products (“PPP”), which will allow us to develop manufacturing of PPP and in third quarter of 2014, we finalized the takeover of the registration of plant protection products and biocidal products from Zakłady Chemiczne Organika-Azot S.A. in Jaworzno. We will likely continue to acquire companies or assets engaged in similar or complementary businesses if we identify appropriate acquisition. To finance future acquisitions, we may need to borrow money, which will increase our debt service requirements and could impact our ability to make payments on our debt instruments, and we may not be able to obtain acquisition finance on favorable terms, if at all. In order to manage any acquisitions we successfully complete, we will need to expand and continue to improve our operational, financial and management information systems and our increased leverage may limit our ability to do so. Our excess cash may be limited, and we may not be able to invest in the acquired company to achieve the desired synergies. We have in the past and may continue to pursue opportunistic acquisitions in order to widen our current product portfolio or to provide further geographic or product diversification of our business segments, which could be subject to a number of risks, including:

• problems with the effective integration of operations;

• the inability to maintain key pre-acquisition business relationships;

• increased operating costs;

• costs related to achieving or maintaining compliance with laws, rules or regulations, including in particular in relation to any expansion into new markets;

• the loss of key employees of the acquired company;

• exposure to unanticipated liabilities; and

• difficulties in realizing projected efficiencies, synergies and cost savings.

We cannot assure you that any acquisition we consummate will ultimately provide the benefits we originally anticipate. Furthermore, we may not succeed in identifying attractive acquisition candidates or financing or completing potential acquisitions on favorable terms.

Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods.

We conduct our operations in a number of different countries. Our results are reported in relevant foreign currencies and then translated into Polish złoty at the applicable exchange rates for inclusion in our consolidated financial statements. The main currencies to which we are exposed are the euro, Polish złoty, U.S. dollar and Czech koruna. The exchange rates between these currencies and the Polish złoty in recent years have fluctuated significantly and may continue to do so in the future. A depreciation of these currencies against the złoty will decrease the złoty equivalent of the amounts derived from these operations reported in our consolidated financial statements. An appreciation of these currencies will result in a corresponding increase in such amounts. As we sell our products in foreign currencies and that proceeds exceed our raw material costs, which are procured in euro or U.S. dollar, an appreciation of the złoty against euro or U.S. dollar may have an adverse effect on our profit margins or our reported results of operations. Additionally, because the relation of the sale in euro versus U.S. dollar exceeds the similar relation on cost side, a depreciation of euro against U.S. dollar may have an adverse effect on our margins or our reported results of operations. Additionally, to the extent that we are selling our products in foreign currencies, the appreciation of złoty against foreign currencies will tend to negatively impact our results of operations. In addition, currency fluctuations may affect the comparability of our results of operations between financial periods.

As a result of the currency composition of our purchases of raw materials, product sales, loans and borrowings raised and cash in foreign currencies, we have been and expect to continue to be exposed to foreign exchange rate fluctuations, which could materially affect our results of operations, assets and liabilities, and cash flows as reported in złoty. In 2014, 77% of our revenues and 93% of our costs related to transactions settled in foreign currencies (mainly in euro and in the U.S. dollar). Fluctuations of exchange rates have an impact on the volume of sales revenue and purchase costs of raw materials. Strengthening of the domestic currency has a negative impact on export profitability and domestic sales; however, changes in revenues from export or from domestic sales valued on the basis of listing, caused by fluctuations of exchange rates, are balanced by changes in the costs of import of raw materials (or valued on the basis of foreign currency quotations), mitigating, to a great extent, our exposure to currency exchange risk.

We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we cannot assure you that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on our business, results of operations, financial condition or prospects.

The shutdown of crackers may impact the ethylene and butadiene market.

As producers adapt to meet market demand, cheap ethylene or polyethylene imported from the United States or the Middle East may decrease the profitability of European crackers and subsequently lead to closures of the least competitive ones. In addition, switching the European crackers to a light feed (ethane) could also impact the butadiene market. According to figures from IHS Chemical, in the period from 2008 to 2012, crackers representing approximately 0.5 million mt/year of capacity, or 2.3%, have closed in Western Europe. In 2013, this trend continued and Versalis shut one of its two lines in Priolo, Italy with a capacity of 300,000 mt/year. As a result of narrow margins, petrochemical plant operators have made a decision to change a raw material feed of installations producing ethylene from petrol fraction to ethane (INEOS in Grnagemouth (United Kingdom) and Rafnes (Norwey), Borealis in Stenungsund (Sweden), SABIC in Wilton (United Kingdom), which will limit butadiene yield. On the other hand, the investment projects were made in relation to butadiene extraction from hydrotreated C4 fraction in Europe aiming at increasing butadiene supply (BASF and Evonik in Antwerp, LyondellBasell in Vesseling, OMV in Burghausen, TVK in Tiszaujvaros).. Shutdowns of European crackers and change to slight feed may result in limited availability of butadiene and increased shipment costs from non-European countries. As a consequence, it may become economically less viable to purchase raw materials from crackers outside of Europe. As a result, our manufacturing costs could increase which may impact our business, results of operations, financial condition or prospects.

Overcapacity of synthetic rubber in China may adversely impact our business.

China is one of the world’s most dynamic synthetic rubber markets and has a significant impact on the global synthetic rubber market. In recent years, the overall volume levels of the Chinese synthetic rubber market have improved significantly, increasing industrial concentration and leading to the rapid growth of production capacity. The capacity of the synthetic rubber industry in China has far exceeded actual market demand and the carrying capacity of the market has been unable to fully digest total production in the industry. Therefore, China may export its products to the EU at a competitive price, which would increase the quantity of synthetic rubber offered in Europe. This could result in decreased demand for our products which could adversely affect our business, results of operations, financial condition or prospects.

Many of our contracts with suppliers contain terms that may limit the amount of raw materials delivered to us in force majeure circumstances.

Many of our contracts with suppliers contain provisions that allow them to limit the amount of raw materials delivered to us below the contracted amount in force majeure circumstances. If we are required to obtain alternative sources for raw materials because a supplier is unwilling or unable to perform its obligations under a raw material supply agreement or if a supplier terminates its agreements with us, we may not be able to obtain these raw materials from alternative suppliers in a timely manner on terms comparable or favorable to us, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

Our main shareholder may influence actions, such as dividend distributions, which benefit shareholders at the expense of creditors, or might cease to control our business.

Mr. Michał Sołowow directly and indirectly owns 62.46% of our shares and controls our business as at December 31, 2014. Mr. Sołowow is able to exert considerable influence over the appointment of our supervisory board and the management board and may take actions that favor the interests of our shareholders over those of our creditors, including decisions with respect to dividend payments. The dividend payout ratio on our shares amounted to 98% of our statutory consolidated net profit for 2013 and 172% of our statutory consolidated net profit for 2012 and we may continue to distribute dividends in line with our internal policies and the restrictions of our agreements. Dividends distributed from our retained earnings, which may be significantly higher than the net profits generated by us in future periods, could weaken our capital strength, reduce our cash flow and impact our ability to repay our debt. In accordance with the issuance of the Notes, we are also subject to typical for high-yield bonds debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

In addition, if Mr. Sołowow were to sell all or part of his shareholding, any new controlling shareholder could pursue a strategy which is different from that of our business at the date of this Consolidated Annual Report. Any influence or instability in corporate governance matters relating to our business could have a material adverse effect on our business, results of operations, financial condition or prospects.

Failure to comply with the regulations related to subsidy grants may impact our business.

We have been approved to receive certain EU and state budget subsidies for our investment and R&D projects which amounted to approximately PLN 290 million as at December 31, 2014 which were partly paid out or will be disbursed in the next few years. In 2014, we received PLN 108 million from Ministry of Economy, Polish Agency for Enterprise Development, National Fund for Environmental Protection and Water Management and National Centre for Research and Development. In 2014, we signed the grants agreements which amounted to approximately PLN 19,4 million, in 2013 amounted to – PLN 45 million and in 2012 amounted to PLN 207.9 million, including PLN 43.3 million from the Operational Program ‘‘Innovative Economy” to finance our R&D Center in Oswiecim and PLN 146.8 million for the ‘‘Implementation of an innovative technology for manufacturing SSBR X3 rubbers in Synthos Dwory 7” project, in relation to which we started construction of a new 90kt per year production line for advanced SSBR and Li-BR rubbers as part of our aim to expand our portfolio by introducing new innovative products. We have also been granted subsidies from the National Fund for Environmental Protection and Water Management (Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej). In order to maintain the grants we have obtained, we are required to fulfill strict regulatory obligations, such as promotion of the project, maintaining the integrity of a project during the five years following completion and reaching the employment rate targets set out in the program application. If we fail to fulfill our obligations, we will be required to return the grants we have received with statutory interest. Non-compliance with such regulations may impact our business, results of operations, financial condition or prospects.

We are subject to different tax regulations, customs, international trade, export control, antitrust, zoning and occupancy and labor and employment laws that could require us to modify our current business practices and incur increased costs.

We are subject to numerous regulations, including customs and international trade laws, export/import control laws, and associated regulations. These laws and regulations limit the countries in which we can do business, the persons or entities

27 with whom we can do business, the products which we can buy or sell, and the terms under which we can do business, including exposure to anti-dumping restrictions and investigations. In addition, we are subject to antitrust laws, zoning and occupancy laws that regulate manufacturers generally and govern the importation, promotion and sale of our products, the operation of factories and warehouse facilities and our relationship with our customers, suppliers and competitors. If any of these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, all of which could reduce demand for our products and hurt our business and negatively impact results of operations. For example, we face the risk of dumping prices of products from China or India, where the prices charged are below the prices charged in China or India, or below the cost of production, which may harm our competitive position and business. In addition, in some areas we benefit from certain trade protections, including anti-dumping protection and the EU’s Authorized Economic Operator program, which provides expedited customs treatment for materials crossing national borders. If we were to lose these protections, our results of operations could be adversely affected.

In addition, changes in statutory minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefits costs, which could negatively impact our profitability.

We exercise significant judgment in calculating our worldwide provision for income taxes and other tax liabilities, and we believe our tax estimates are reasonable. However, the accuracy of such tax estimates may be reduced, because we file tax returns in many jurisdictions in which we do not have a deep knowledge of tax regulations. We may be subject to audits by tax authorities in the future and the tax authorities may disagree with our tax treatment of certain material items, including past or future acquisitions and/or dispositions, and thereby require us to recalculate and potentially increase our tax liability. In addition, changes in existing laws may also increase our effective tax rate. We may also be subject to new tax regulations that may affect our tax structure, in particular the expected substance-over-form regulations and CFC regulations (controlled foreign companies) which may have a negative impact on our business. A substantial increase in our tax burden could have a material adverse effect on our business, results of operations, financial condition or prospects.

Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business.

Failure to fulfill the conditions of the state tax incentive programs may affect our business results.

SYNTHOS PBR s.r.o, our Czech entity, benefits from state tax incentive programs in the form of tax relief granted by the Czech government for the years 2011-2015, during which it is exempt from income corporate tax. This tax relief is only effective if SYNTHOS PBR s.r.o fulfills the requirements imposed by the Czech and EU law and the Czech Government, otherwise we may lose any unused relief and be required to pay back the relief already used including any applicable penalties, which could affect our business, results of operations, financial condition or prospects.

In addition, on July 2, 2014 we were granted three permits to operate in the Krakow Special Economic Zone, which allows us to benefit from Polish state tax incentives. However, benefits related to this admission to the Special Economic Zone will apply only if we fulfill certain requirements as set out in the rules on regional aid in the EU. If the expected investment expenditures are not realized and investment in the region for which the permit was obtained are not maintained for at least five years, our permits could be withdrawn and we would no longer benefit from state tax incentives which may impact our business, results of operations, financial condition or prospects. Furthermore, under current Polish regulations Special Economic Zones are scheduled to cease to exist in 2026.

We could be held liable in connection with pollution.

A large number of our current, past or discontinued production facilities have a long history of industrial use which may include chemical processing, hazardous substances and waste storage and related activities such as landfill activities. As a result, soil and groundwater contamination can occur due to releases of hazardous substances in the future as has occurred at certain facilities in the past, and it is possible that further contamination could be discovered at these sites or other sites in the future.

Certain environmental laws, regulations and court decisions impose liability for contamination on present and former owners, operators or users of facilities and sites, whether on or from such facilities and sites without regard to causation, negligence or knowledge of contamination. At any time, we could be responsible for investigating and remediating contamination that originated at our facilities or was caused by operations at our facilities, which could result in substantial unanticipated costs. The occurrence of future releases of hazardous materials, the discovery of previously unknown contamination, or the imposition of new obligations to investigate or remediate contamination at our facilities, could result in substantial unanticipated costs. We may also become obligated to pay fines or fees if our emissions and/or other activities are in excess of regulatory limits, and we have paid such fines and/or fees in the past.

Our financial results may also be adversely affected if environmental liability arises for which we are not adequately indemnified. Although we believe the indemnities given by the selling parties from whom we have acquired assets or businesses will help to defray the cost associated with pre-acquisition environmental liabilities, our financial results may still be adversely affected to the extent (i) the sellers do not fulfill their respective indemnification obligations, and/or (ii) we breach our obligations not to undertake certain activities that may aggravate existing conditions or to mitigate associated losses.

Additionally, we could be required to establish or substantially increase financial reserves for obligations or liabilities in relation to remediation costs. If we fail to accurately predict the amount or timing of such costs, the related impact on our business, results of operations or financial condition, in any period in which such costs need to be incurred, may be material. In addition, in certain jurisdictions, authorities are empowered to impose liens on real estate and attach to accounts of the property operator to cover remediation costs.

Provisions for environmental liabilities may be insufficient.

We regularly review all of our environmental risks and the provisions made for such risks. A provision is recorded when we have a present obligation as a result of a past event, the amount of the obligation can be reliably estimated, and it is probable that an outflow of resources of economic value will be required to settle the obligation. Provisions are determined based on, among other factors, known events, the type and scope of pollution, site rehabilitation techniques, applicable laws and regulations, and estimated risks, at each balance sheet date and adjusted as needed at subsequent balance sheet dates. Since such determinations are based on a range of factors, many of which may change and are subject to unforeseeable or unpredictable circumstances, we cannot assure you that such provisions will be sufficient. For example, from time to time we may incur remediation costs at our current facilities and newly acquired facilities. If environmental harm is found to have occurred as a result of our current or historical operations (as a successor), we may incur significant remediation costs and be required to pay substantial fines. Should provisions made for environmental liabilities fall short of any unforeseen environmental compliance costs and/or liabilities, we may have to make additional payments, which could have a material adverse effect on our business, financial condition and results of operations.

Compliance with extensive and evolving environmental, health and safety laws may require substantial expenditures.

We use large quantities of hazardous substances, generate hazardous wastes and emit wastewater and air pollutants during the course of our manufacturing operations. Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at both the national and local level in multiple jurisdictions. Many of these laws and regulations have become more stringent over time and the costs of compliance with these requirements may increase further, including costs associated with any capital investments for pollution control facilities. In addition, our production facilities require operating permits that are subject to periodic renewal and, in circumstances of noncompliance, may be subject to revocation. The necessary permits may not be issued or continue in effect, and any issued permits may contain more stringent limitations that restrict our operations or that require further expenditures to meet the permit requirements. For example, in connection with the EU’s Registration, Evaluation, Authorization and Restriction of Chemicals (the “REACH Regulation’’), or the new EU Classification, Labeling and Packaging Regulation (the ‘‘CLP Regulation’’), any key raw material, chemical or substance, including our products, could be classified as having a toxicological or health-related impact on the environment, on users of our products or on our employees.

The REACH Regulation imposes significant obligations on the chemicals industry as a whole with respect to the testing, evaluation, assessment and registration of basic chemicals and chemical intermediates. Any delay in implementing the full registration of substances in accordance with these requirements could result in penalties for violation of these laws and regulations or the inability to sell our products containing them. The REACH Regulation processes are expensive and time-consuming and lead to increased production costs and reduced operating margins for chemical products.

In 2014, the new Polish Environmental Protection Act (“EPA’’), the Industrial Emissions Directive of the European Parliament (‘‘IED Directive’’) and additional regulations on land, soil and underground water contamination was implemented in Poland. The EPA introduces new, lower emission standards for the energy industry and new responsibilities for the land owner with regards to research and reclamation of contaminated land. We expect to have expenditures in order to comply with the requirements of the EPA for the year ended December 31, 2015, both for research and activities connected with land reclamation itself, and have already begun to make relevant investments. Our necessary investments are in progress with the first such expenditures expected in 2015.

Compliance with more stringent environmental requirements could also increase our costs of transportation and storage of raw materials and finished products, as well as the costs of storage and disposal of wastes. Additionally, we may incur substantial costs, including penalties, fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations for failure to comply with these laws or permit requirements.

Compliance with current and future regulations targeting greenhouse gas emissions may cause us to incur significant additional operating and capital expenses.

Emissions such as carbon dioxide, methane and other greenhouse gases (“GHG”) are a standard by-product of our production process. Over the past few decades, concerns about the relationship between GHG and global climate change have resulted in increased levels of scrutiny from regulators and the public alike, and have led to proposed and enacted regulations on both national and supranational levels, to monitor, regulate and control carbon dioxide and other GHG emissions.

In the EU, our emissions are regulated under the European Union Emissions Trading Scheme (“EU ETS”), an EU-wide trading system for industrial GHG emissions. We have been subject to the EU ETS since January 1, 2013. We have obtained emission allowances for the period from 2014 to 2020, and have to purchase additional CO2 emission allowances. The EU ETS is anticipated to become progressively more stringent over time. If the current proposals are implemented this could have an impact on our costs of compliance under the EU ETS.

Compliance with current or future GHG regulations governing our operations, including those discussed above may result in increased capital expenditures for measures such as capital expenditures to install more environmentally efficient technology or the purchase of allowances to emit carbon dioxide or other greenhouse gases.

On January 6, 2011, the IED Directive came into effect. The IED Directive limits the amount of gas emissions at new and existing large fuel combustion plants, with existing plants subject to stricter requirements and consequently the IED Directive provides a transitional period to bring existing plants into compliance. The IED Directive was adopted into Polish law in 2014.

We are currently in the process of implementing a modernization program and investing in new equipment to bring the heat and power plant at Synthos Dwory 7 spółka z ograniczona odpowiedzialnością spółka into compliance with these new limits and expect this to be completed by the end of 2015.As part of this process, we are building a new installation for desulphurization and dust removal in one of the existing boilers, a new installation for denitrogenation of flue gases in one of the existing boilers, and a new fluidized bed boiler. Any delay in the implementation of the processes described above could result in penalties for violation of these regulations.

There is no way to predict the form that future regulations may take or to estimate any costs that we may be required to incur with respect to these or any other future requirements. In addition to the increased expenditures outlined above, such requirements could also adversely affect our energy supply, or the costs (and types) of raw materials we use for fuel, and ultimately reduce demand for our products. The realization of any or all of these consequences could have a material adverse impact on our business, results of operations, financial condition or prospects.

Regulatory and statutory changes in jurisdictions where we manufacture and sell our products could lead to increased costs or decreased demand.

Our products are also used in a variety of end-uses that have specific regulatory requirements, such as those relating to products that have contact with food used in the packaging industry or those used in the automotive industry. Many of the applications for the products in the end markets in which we sell our products are regulated by various national and local rules, laws and regulations. For example, materials such as aromatic compounds like benzene and styrene, as well as more complex compounds such as antioxidants and plasticizers, are used in the manufacturing of our products and have come under increased regulatory scrutiny due to potentially significant or perceived health and safety concerns. Changes in regulations could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. Changes in environmental and safety laws and regulations banning or restricting the use of these residual materials in our products, or our customers’ products, could adversely affect our business, results of operations, financial condition or prospects. Failure to appropriately manage safety, human health, product liability and environmental risks associated with our products, product life cycles and production processes could adversely impact employees, communities, stakeholders, our reputation and the results of our operations.

Production at our manufacturing facilities could be disrupted for a variety of reasons and any disruptions could expose us to significant losses or liabilities.

Due to the nature of our business, we are exposed to the hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes. These hazards could lead to an interruption or suspension of our operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole. These potential risks of disruption include, but are not necessarily limited to:

• pipeline and storage tank leaks and ruptures;

• explosions and fires;

• inclement weather, including floods, and natural disasters;

• terrorist attacks;

• failure of mechanical, process safety and pollution control equipment;

• contamination, chemical spills and other discharges or releases of toxic or hazardous substances or gases; and

• exposure to toxic chemicals.

In the course of our operations we have experienced such hazards and disruptions as listed above (except for terrorist attacks), which are customarily associated with chemical manufacturing. For example, we experienced a downtime lasting a few days caused by flooding at our production plant in Kralupy in June 2013.We believe our Kralupy plant remains at a potential risk of flooding due to its location. We also experienced a fire at our production plant in Oświęcim in February 2014. Moreover, our production plant in Poland is listed by the Polish State Fire Service as a plant with high risk of the occurrence of the industrial accident.’ As our facilities operate close to large population centers, any fires could affect the nearby communities. In 2010, we also experienced a leakage of our rainwater sewer system which was caused by insufficient care taken to manage oil tank levels by an unaffiliated company whose place of business was on our premises, which caused us to incur expenses for the clean-up of such incident. Following this incident, we invested in a special protection system to avoid the re-occurrence of the problem in the future.

All the above hazards could also expose employees, customers, the community and others to toxic chemicals and other hazards, contaminate the environment, damage property, result in personal injury or death, lead to an interruption or suspension of operations, damage our reputation and adversely affect the productivity and profitability of a particular manufacturing facility or us as a whole, and result in the need for remediation, governmental enforcement, regulatory shutdowns, the imposition of government fines and penalties and claims brought by governmental entities or third parties. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our product sales, reputation and profitability. We cannot be certain that our environmental, health and safety compliance, management and response systems currently in place will be sufficient to prevent such potential risks or to remedy any such disruption or incident.

Moreover, the type of activities performed by our employees during the production process and resultant contact with harmful and hazardous substances could increase the risk of accidents. Despite our best efforts to promote awareness through trainings and briefings and ensure safe working conditions for our employees, we cannot be certain the safety measures and programs we have implemented will prevent accidents occurring onsite or employees contracting occupational diseases, which may have a negative impact on our operating activities and financial performance.

In the event that an individual successfully brings a claim against us, we may not have adequate insurance to cover such claims or may not have sufficient cash flow to pay for such claims. Such outcomes could have a material adverse effect on our business, results of operations, financial condition or prospects.

If any disruptions occur, alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant amount of time to start production. Each of these scenarios could negatively affect our business, results of operations, financial condition or prospects. If one of our key manufacturing facilities is unable to produce our products for an extended period of time, our sales may be reduced by the shortfall caused by the disruption and we may not be able to meet our customers’ needs, which could cause them to seek out other suppliers. Furthermore, to the extent a production disruption occurs at a manufacturing facility that has been operating at or near full capacity, the resulting shortage of our product could be particularly harmful because production at the manufacturing facility may not be able to reach levels achieved prior to the disruption.

Although we maintain property, environmental impairment and comprehensive general liability insurance, among others, of the types and in the amounts that we believe are customary for the industry, we do not currently maintain business interruption insurance and furthermore may not be fully insured against all potential causes of disruption due to limitations and exclusions in our policies. While the hazards associated with chemical manufacturing have not resulted in incidents that have significantly disrupted our operations or exposed us to significant losses or liabilities to date, we cannot assure you that we will not suffer such losses in the future.

We are dependent on the continued service and recruitment of key executives, the loss of any of whom could adversely affect our business.

Our ability to maintain our competitive position and to implement our business strategy is dependent to a large degree on our senior management team. The loss or diminution in the services of members of our senior management team, or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business, results of operations, financial condition or prospects. Competition for personnel with relevant expertise is intense due to the relatively small pool of qualified individuals, and this affects our ability to retain existing senior

31 management and attract additional qualified senior management personnel. If any of our key senior managers leave, we may have difficulty replacing them, and additional costs and expenses may be incurred in securing their replacement. We do not maintain key person life insurance on any of our executive officers and do not intend to purchase any in the near future.

We also rely on our ability to recruit, retain and train skilled managerial, sales, marketing, administration, operating, research and development and other personnel. The nature of our business and operations and our research and development activities require the employment of personnel who are skilled and qualified in chemistry and other scientific and technical fields. Qualified and skilled technical personnel, including chemists, remain in high demand, and the competition among potential employers is intense. If these qualified and skilled employees leave or if we are unable to attract, retain, train and motivate additional qualified and skilled employees, this could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may be unable to implement our business strategies.

Our future financial performance and success largely depend on our ability to implement our business strategies successfully. We cannot assure you that we will successfully implement the business strategies or those to be developed by our management or that implementing these strategies will sustain or improve our competitive position. Our business strategies are based on assumptions about future demand for our current products and the new products and applications we are developing, as well as on our continuing ability to produce our products profitably. Our ability to implement our business strategies depends on, among other things, our ability to divest businesses or discontinue product lines on favorable terms and with minimal disruptions, finance our operations and product development activities, maintain high quality and efficient manufacturing operations, respond to competitive and regulatory changes, access quality raw materials in a cost-effective and timely manner, and retain and attract highly-skilled technical, managerial, marketing and finance personnel.

We may be unable to implement our business strategies, including the expansion into new markets such as South America and North America. Preparations for the expansion of our product portfolio may not be economically viable or the introduction of our innovative products may be difficult to achieve. In addition, the costs involved in implementing our strategies may be significantly greater that we currently anticipate and the costs involved in our own research may not be fully recovered. Any failure to develop, revise or implement our business strategies in a timely and effective manner could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flows.

The success of our business is inextricably linked to our ability to maintain and protect our intellectual property.

We rely on a combination of patents, trade secrets, copyrights and trademarks to establish and protect our intellectual property rights in our products and processes for the development, manufacture and marketing of our products. We use non-patented know-how, trade secrets, processes and other proprietary information and employ various methods to protect this proprietary information. These methods include confidentiality agreements, invention assignment agreements, and agreements with employees, independent sales agents, distributors, consultants, universities and research units with whom we have partnerships. However, these agreements may be breached. Governmental agencies or other national and state regulatory bodies may require the disclosure of such information in order for us to obtain the right to market a product. An agency or regulator may also disclose such information on its own initiative if it decides that such information is not confidential business or trade secret information. Trade secrets, know-how and other unpatented proprietary technology may also otherwise become known to, or independently developed by, our competitors.

In addition, we hold patents related to a number of our components and products and have patent applications pending with respect to other components and products. We also apply for additional patents in the ordinary course of our business, as we deem appropriate. However, these precautions offer only limited protection, and would not, for example, protect against our proprietary information becoming known to, or being independently developed by, competitors. We cannot assure you that our existing or future patents, if any, will afford us adequate protection or any competitive advantage, that any future patent applications will result in issued patents or that our patents will not be circumvented, invalidated or declared unenforceable.

Furthermore, our proprietary rights in intellectual property may be challenged, which could have a material adverse effect on our business, results of operations, financial condition or prospects. In some cases, intellectual property litigation may be used to gain a competitive advantage. We have in the past and may in the future become a party to lawsuits involving patents or other intellectual property. If a third- party brings a legal action against us, we may incur substantial costs in defending ourselves, and we cannot assure you that such an action would be resolved in our favor. If such a dispute were to be resolved against us, we may be subject to significant damages, and the testing, manufacture or sale of one or more of our technologies or products may be enjoined.

Any proceedings before a national patent or trademark governmental authority or in a national or state court could result in adverse decisions as to the priority of our inventions and the narrowing or invalidation of claims in issued and pending

32 patents. We could also incur substantial costs in any such proceedings. In addition, the laws of some of the countries in which our products are or may be sold may not protect our products and intellectual property to the same extent as in Europe, if at all. We may also be unable to protect our rights in trade secrets, trademarks and unpatented proprietary technology in certain countries.

Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products.

We continually seek to improve our business processes and develop new products and applications. Many of our competitors have a substantial amount of intellectual property that we must continually monitor to avoid infringement. Although it is our policy and intention not to infringe valid patents, whether present or future and other intellectual property rights belonging to others, we cannot assure you that our processes and products do not and will not infringe issued patents. If patents belonging to others already exist that cover our products, processes, or technologies, or are subsequently issued, it is possible that we could be liable for infringement of such patents and we could be required to take remedial or curative actions to continue our manufacturing and sales activities with respect to products that are found to be infringing. Intellectual property litigation is often expensive and time-consuming, regardless of the merits of any claim, and our involvement in such litigation could divert our management's attention away from operating our business. If we were to discover that any of our processes, technologies or products infringe the valid intellectual property rights of others, we might seek to obtain licenses from the owners of such rights or substantially re-engineer our products in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products in a manner that is successful in avoiding infringement. Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages or be prohibited from using and selling the infringing products or technology. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

Failure to maintain an effective system of internal controls could adversely impact our ability to both timely and accurately report our financial results.

We have established and maintain internal controls necessary to provide reliable financial results and to assist in the effective prevention of fraud. We have not identified any material weaknesses as at December 31, 2014. We continue to evaluate and enhance our internal controls over financial reporting, however, we cannot assure you that any measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential control deficiencies which could materially adversely affect our ability to comply with applicable financial reporting requirements.

A deterioration in our relationships with our employees or trade unions or a failure to extend, renew or renegotiate on favorable terms our collective bargaining agreements could have an adverse impact on our business.

As at December 31, 2014, we had 2,208 full-time equivalent employees. Maintaining good relationships with our employees, unions and other employee representatives is crucial to our operations. As a result, any deterioration in our relationships with our employees, unions and other employee representatives could have an adverse effect on our business, results of operations, financial condition or prospects.

Some of our employees are covered by national collective bargaining agreements. These agreements typically complement applicable statutory provisions in respect of, among other things, the general working conditions of our employees such as maximum working hours, holidays, termination, retirement, welfare and incentives. National collective bargaining agreements and company-specific agreements also contain provisions that could affect our ability to restructure our operations and facilities or terminate employees. We may not be able to extend existing company-specific agreements, renew them on their current terms or, upon the expiration of such agreements, negotiate such agreements in a favorable and timely manner or without work stoppages, strikes or similar industrial actions. We may also become subject to additional company-specific agreements or amendments to the existing national collective bargaining agreements. Such additional company-specific agreements or amendments may increase our operating costs and have an adverse effect on our business, results of operations, financial condition or prospects.

Legal proceedings filed by or against us and adverse outcomes may harm our business.

We cannot predict with certainty the cost of prosecution, the cost of defense or the ultimate outcome of litigation and other proceedings filed by or against us, including remedies and damage awards. We have been, and in the future may be, involved in litigation and other proceedings relating to intellectual property, commercial arrangements, environmental, health and safety, labor and employment or other harms, including claims resulting from the actions of individuals or entities outside of our control. In the case of intellectual property litigation and proceedings, adverse outcomes could include the cancellation, invalidation or other loss of material intellectual property rights used in our business and injunctions prohibiting our use of business processes or technology that are subject to third party patents or other third party intellectual property rights. Litigation based on environmental contamination or exposure to hazardous substances in the workplace or from our products could result in material liability for us. Adverse outcomes in any litigation or other proceeding could have a material adverse effect on our business, results of operations, financial condition or prospects.

Our business involves risk of exposure to product liability claims.

Even though we are generally a materials supplier rather than a manufacturer of finished goods, the development, manufacture and sales of specialty emulsion polymers and other materials by us involve inherent risks of exposure to product liability claims, product recalls and related adverse publicity. While we attempt to protect ourselves from such claims and exposures in our adherence to standards and specifications and contractual negotiations, we cannot assure you that our efforts in this regard will ultimately protect us from any such claims. For instance, a customer may attempt to seek contribution from us due to a product liability claim brought against them by a consumer, or a consumer may bring a product liability claim directly against us. A product liability claim or judgment against us could result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management’s attention from other responsibilities. A successful product liability claim or series of claims against us in excess of our insurance coverage payments, for which we are not otherwise indemnified, could have a material adverse effect on our business, results of operations, financial condition or prospects.

The insurance that we maintain may not fully cover all potential exposures.

We maintain insurance typical of similarly situated companies in our industry but such insurance may not cover all risks associated with the operation of our business or our manufacturing process and the related use, storage and transportation of raw materials, products and wastes in or from our manufacturing sites or our distribution centers. While we have purchased what we deem to be adequate limits of coverage and broadly worded policies, our coverage is subject to limitations, including higher self-insured retentions or deductibles and maximum limits and liabilities covered. Notwithstanding diligent efforts to successfully procure specialty coverage for environmental liability and remediation, we may incur losses beyond the limits or outside the terms of coverage of our insurance policies, including liabilities for environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemicals industry have not been available on commercially acceptable terms or, in some cases, at all. We are potentially at additional risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost. In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain.

We may be subject to information technology systems failures, network disruptions and breaches of data security.

Information technology systems failures, including risks associated with upgrading our systems, network disruptions and breaches of data security could disrupt our operations by impeding our operational efficiencies, delaying processing of transactions and inhibiting our ability to protect customer or internal information. Our computer systems, including our back-up systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, events such as fires, earthquakes, floods, and/or errors by our employees. Although we have taken steps to address these concerns by implementing sophisticated network security, back-up systems and internal control measures, we cannot assure you that a system failure or data security breach will not have a material adverse effect on our business, results of operations, financial condition or prospects.

Risks Related to our Financial Profile

Our substantial leverage and debt service obligations could adversely affect our business and prevent us from fulfilling each of our obligations with respect to the Notes and the Guarantees.

After the issuance of the Notes we are highly leveraged. As at December 31, 2014, our total borrowings have been approximately PLN 1,491.1 million. Moreover, we may incur substantial additional indebtedness in the future, including indebtedness in connection with any future acquisition. Although the Indenture will contain restrictions governing the incurrence of additional indebtedness, the restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we or our subsidiaries incur new debt or other obligations, the related risks that we now face, as described above and elsewhere in these “Risk Factors” could intensify.

We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

The Indenture contains covenants, which restrict, among other things, our ability to:

• incur or guarantee additional indebtedness and issue certain preferred stock;

• create or incur certain liens;

• make certain payments, including dividends or other distributions and certain other payments;

• prepay or redeem subordinated debt or equity;

• make certain investments;

• undertake certain activities by the Issuer;

• create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to Synthos S.A. or any of its restricted subsidiaries;

• sell, lease or transfer certain assets, including stock of restricted subsidiaries;

• engage in certain transactions with affiliates; and

• consolidate or merge with other entities.

The covenants to which we are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest. The restrictions contained in the Indenture could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise.

We may incur additional indebtedness, including at the level of our subsidiaries, which could increase our risk exposure from debt and could decrease your share in any proceeds.

Subject to restrictions in the Indenture, we and our subsidiaries may incur additional indebtedness, including debt that will effectively rank senior in right of payment to the Notes by virtue of being secured by certain of our assets. Any indebtedness that we incur in the future at a non-Guarantor subsidiary level would be structurally senior to the Notes. Additionally, we could raise additional debt that could mature prior to the Notes. Although the Indenture contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with those restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the Indenture does not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

We will require a significant amount of cash to service our debt and sustain our operations. Our ability to generate sufficient cash depends on many factors beyond our control, and we may be forced to take other actions to satisfy our debt obligations, which may not always be successful.

Our ability to make payments on and to refinance our debt, and to fund working capital and capital expenditures, will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on the success of our business strategy and on general economic, financial, competitive, market, legislative, regulatory and other factors, as well as the other factors discussed in these “Risk Factors” many of which are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due, including the Notes, or to fund our other liquidity needs.

If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:

• reduce or delay our business activities and capital expenditures;

• sell assets;

• obtain additional debt or equity capital; or

• restructure or refinance all or a portion of our debt, including the Notes, on or before maturity.

We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on commercially reasonable terms, if at all. In particular, our ability to restructure or refinance our debt will depend in part on our financial condition at such time. Furthermore, we may be unable to find alternative financing, and even if we could obtain alternative financing it might not be on terms that are favorable or acceptable to us. If we are unable to satisfy our obligations through alternative financing, we may not be able to satisfy our debt obligations, including under the Notes. In that event, borrowings under other debt agreements or instruments that contain cross acceleration or cross default provisions, including the Notes, may become payable on demand, and we may not have sufficient funds to repay all our debts, including the Notes.

Any failure to make payments on the Notes on a timely basis would likely result in a reduction of our credit rating, which could also harm our ability to incur additional indebtedness. In addition, the terms of our debt, including the Notes and any future debt may limit our ability to pursue any of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The terms of our debt, including under the Indenture, restrict our ability to transfer or sell assets. In addition, there can be no assurance that any assets which we could be required to dispose of can be sold or that, if sold, the timing of such sale and the amount of proceeds realized from such sale will be acceptable. If any of these efforts were unsuccessful, we may not have sufficient cash to meet our obligations.

Risks Related to the Notes

The ability of the Issuer to make payments under the Notes is dependent on the ability of the Parent Guarantor and Synthos Dwory 7 to make payments to the Issuer under the Proceeds Bond and the Proceeds Loan, which in turn depends, to a certain extent, on the ability of its subsidiaries to make distributions to the Parent Guarantor.

The Issuer is a wholly-owned special purpose finance subsidiary of the Parent Guarantor with no business operations, significant cash generating assets or other sources of revenue other than its (i) entitlement to payments of principal and interest by the Parent Guarantor under the Proceeds Bond for which the Issuer subscribes with the proceeds of the Initial Notes and (ii) entitlement to payments of principal and interest by Synthos Dwory 7 under the Proceeds Loan which the Issuer loaned with the proceeds of the Additional Notes. While the terms of interest and principal payment under the Proceeds Bond and Proceeds Loan closely mirror the payment terms of the Notes, the Issuer’s ability to make payments under the Notes is wholly dependent on the Parent Guarantor’s and Synthos Dwory 7’s timely payment of interest and principal under the Proceeds Bond and Proceeds Laon and therefore their ability to generate sufficient cash. A substantial portion of our revenues are generated by subsidiaries of the Parent Guarantor. The payment of dividends and the making of loans and advances by its subsidiaries to the Parent Guarantor, may be subject to various restrictions under the laws of the relevant jurisdictions in which such subsidiaries are organized or located, including financial assistance rules, corporate benefit laws and other legal restrictions or otherwise under contractual arrangements to which any such subsidiary is subject, or may become subject to in the future.

Any of the restrictions above could make it more difficult for the Parent Guarantor or Synthos Dwory 7 to service their obligations under the Proceeds Bond or Proceeds Loan, respectively. Delays on the Parent Guarantor’s or Synthos Dwory 7’s payments to the Issuer, or their inability to make such payments at all, would therefore also result in failure of the Issuer to partially or fully meet its payment obligations under the Notes, and holders of the Notes may have limited recourse against the Parent Guarantor or Synthos Dwory 7.

Furthermore, the Indenture will prohibit the Issuer from engaging in activities other than certain limited activities permitted under the heading “Description of the Notes—Certain Covenants—Limitation on Issuer Activities.” If the Issuer is not able to make payments on the Notes, holders of the Notes would have to rely on claims for payment under the Guarantees, which are subject to the risks and limitations described herein. We cannot assure you that arrangements with our subsidiaries will provide the Issuer with sufficient dividends, distributions or loans to service scheduled payments of interest, principal or other amounts due under the Notes. Any of the situations described above could adversely affect the ability of the Issuer to service its obligations in respect of the Notes.

The Notes are effectively subordinated to our secured debt.

The Notes are be effectively subordinated in right of payment to any of our present and future secured indebtedness to the extent of the value of the assets securing such indebtedness, including indebtedness under the Senior Credit Facilities. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure debt ranking senior or equal in right of payment to the Notes are available to pay obligations on the Notes only after the secured debt has been repaid in full from these assets. There may not be sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding. The Indenture governing the Notes does not prohibit us from incurring additional secured debt, nor it prohibits any of our subsidiaries from incurring additional liabilities.

There are circumstances other than repayment or discharge of the Notes under which the Guarantees will be released automatically without your consent or the consent of the Trustee.

In addition, under various circumstances, any guarantee of the Notes (including the Guarantees) will be fully and unconditionally released, including but not limited to:

• in connection with any sale or other disposition of all or substantially all of the assets of a restricted subsidiary that is a guarantor (including by way of merger, consolidation, amalgamation or combination) to a person that is not (either before or after giving effect to such transaction) the Issuer or a restricted subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

• in connection with any sale or other disposition of capital stock of a restricted subsidiary that is a guarantor to a person that is not (either before or after giving effect to such transaction) the Issuer or a restricted subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture and the Guarantor ceases to be a restricted subsidiary as a result of the sale or other disposition;

• if the Issuer designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the applicable provisions of the Indenture;

• in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness;

• upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided under “Description of the Notes—Legal Defeasance and Covenant Defeasance” and “Description of the Notes—Satisfaction and Discharge;”

• upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantor under the Indenture and the Notes; or

• as described under “Description of the Notes—Amendment, Supplement and Waiver.”

• See “Description of Existing Indebtedness” and “Description of the Notes.”

We may not have the ability to raise the funds necessary to finance an offer to repurchase Notes upon the occurrence of a change of control and rating decline as required by the Indenture.

Upon the occurrence of Change of Control Triggering Event we will be required to offer to repurchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase. If a Change of Control Triggering Event were to occur, we cannot assure you that we would have sufficient funds available at such time to pay the purchase price of the outstanding Notes or our other then-existing contractual obligations would allow us to make such required repurchases. A Change of Control Triggering Event may result in an event of default and/or mandatory prepayment obligation under, or acceleration of, the Notes and other indebtedness. The repurchase of the Notes pursuant to such an offer could cause a default under our other indebtedness, even if the Change of Control Triggering Event itself does not. Our ability to receive cash from our subsidiaries to allow the Issuer to pay cash to the holders of the Notes following the occurrence of a change of control may be limited by our then-existing financial resources. Sufficient funds may not be available when necessary to make any required repurchases. In addition, we expect that we would require third-party financing to make an offer to repurchase the Notes upon a Change of Control Triggering Event. We cannot assure you that we would be able to obtain such financing. Any failure by us to offer to purchase the Notes would constitute a default under the Indenture which would, in turn, constitute a default under certain other indebtedness. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control and Rating Decline.”

The change of control provisions contained in the Indenture may not necessarily afford you protection in the event of certain important corporate events, including a reorganization, restructuring or other similar transactions involving us that may adversely affect you, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a “change of control” as defined in the Indenture. Except as described under “Description of the Notes—Repurchase at the Option of Holders—Change of Control and Rating Decline,” the Indenture does not contain provisions that would require us to offer to repurchase or redeem the Notes in the event of a reorganization, restructuring, recapitalization or similar transaction.

The definition of “change of control” in the Indenture includes a disposition of all or substantially all of the assets of the Parent Guarantor and its restricted subsidiaries, taken as a whole, to any person. Although there is a limited body of case law interpreting the phrase “all or substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances, there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the Parent Guarantor’s assets and its restricted subsidiaries taken as a whole. As a result, it may be unclear as to whether a change of control has occurred and whether the Issuer is required to make an offer to repurchase the Notes.

The Guarantees are subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity and enforceability.

The Guarantors guarantee the payment of the Notes on a senior basis. The Guarantees provide the relevant holders of the Notes with a direct claim against the relevant Guarantor. However, the Indenture provides that enforcement of the Guarantees is subject to certain generally available defenses. These laws and defenses include those that relate to corporate benefit, fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital

37 maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a Guarantor may have no liability or decreased liability under its Guarantee depending on the amounts of its other obligations and applicable law. Limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could limit the enforceability of any Guarantees against any Guarantor.

Although laws differ among various jurisdictions, in general, under fraudulent conveyance and other laws, a court could (i) subordinate, make ineffective or void all or a portion of a Guarantor’s obligations under the relevant Guarantee, (ii) if payment had already been made under the relevant Guarantee, require that the recipient return the payment to the relevant Guarantor or (iii) take other action that is detrimental to you, typically if the court found that:

• the relevant Guarantee was incurred with actual intent to hinder, delay or defraud creditors or shareholders of the Guarantor or, in certain jurisdictions, even when the recipient was simply aware that the Guarantor was insolvent when it granted the relevant Guarantee. See also “Limitations on Validity and Enforceability of the Guarantees;”

• the Guarantor did not receive fair consideration or reasonably equivalent value for the relevant Guarantee and the Guarantor was: (i) insolvent or rendered insolvent because of the relevant Guarantee; (ii) undercapitalized or became undercapitalized because of the relevant Guarantee; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity;

• the granting of the relevant Guarantee was held to exceed the corporate objects of the Guarantor or not to be in the best interests or for the corporate benefit of the Guarantor; or

• the aggregate amounts paid or payable under the relevant Guarantee or enforcement proceeds was in excess of the maximum amount permitted under applicable law.

In addition, Czech private law was recodified as of January 1, 2014. The previous Civil Code (Act No. 40/1964 Coll., as amended), the Commercial Code (Act No. 513/1991 Coll., as amended), the Private International Law and Procedure Act (Act No. 97/1963 Coll.) and other laws and regulations were repealed or amended by a new Civil Code (Czech Act No. 89/2012 Coll., the “Czech Civil Code”), Act on Corporations (Czech Act No. 90/2012 Coll., the “Czech Act on Corporations”) and Act on Private International Law (Czech Act No. 91/2012 Coll., the “Czech Act on PIL”) and other related laws and regulations. The new legislation introduces new legal concepts and phraseology and it is currently uncertain how this new legislation will be applied and interpreted by the Czech courts.

The liability of each Guarantor under its Guarantee is limited to the amount that will result in such Guarantee not constituting a preference, fraudulent conveyance or improper corporate distribution or otherwise being set aside. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. There is a possibility that the entire Guarantee may be set aside, in which case the entire liability may be extinguished.

If a court decided that the issuance of the Notes or a Guarantee was a preference, fraudulent transfer or conveyance and voided such Guarantee, or held it unenforceable for any other reason, you may cease to have any claim in respect of the relevant guarantor and would be a creditor solely of the Issuer, or the guarantor and, if applicable, of any other guarantor under the relevant Guarantee that has not been declared void. In the event that any Guarantee is invalid or unenforceable, in whole or in part, or to the extent the agreed limitation of the Guarantee obligations apply, the Notes would be effectively subordinated to all liabilities of the Guarantor, and if we cannot satisfy our obligations under the Notes or any Guarantees are found to be a preference, fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the Notes.

Polish, Czech and Swedish insolvency laws and the insolvency laws of other jurisdictions may not be as favorable to you as the U.S. bankruptcy laws or the bankruptcy laws of other EU states and may preclude holders of the Notes from recovering payments due on the Notes.

The Issuer is incorporated under the laws of Sweden and the Guarantors are organized under the laws of Poland and the Czech Republic. Consequently, in the event of the insolvency of either the Issuer or any one of the Guarantors, insolvency proceedings would be likely to proceed under, and be governed by Swedish, Czech or Polish insolvency law. The insolvency laws of Sweden, the Czech Republic or Poland may not be as favorable to your interests as creditors as the laws of the United States or other jurisdictions with which you may be familiar, in particular with respect to priority of creditors, ability to obtain post-petition interest and the duration of the insolvency proceedings. The application of these laws could adversely affect your ability to enforce your rights under the Guarantee or the Collateral in these jurisdictions and limit any amounts that you may receive. See also “Limitations on Validity and Enforceability of the Guarantees” for additional information on the insolvency laws of the European Union, Sweden, the Czech Republic and Poland.

You may be unable to recover in civil proceedings for U.S. securities laws violations.

The Issuer and the Guarantors are organized outside the United States and our business is conducted entirely outside the United States. Our directors, officers and other executives are neither residents nor citizens of the United States. Furthermore, a substantial portion of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or us or to enforce against them or us judgments of U.S. courts predicated upon the civil liability provisions of U.S. federal or state securities laws despite the fact that, pursuant to the terms of the Indenture, we and the Guarantors have appointed an agent for the service of process in New York. In addition, there is doubt as to the enforceability in Sweden and the home jurisdictions of the Guarantors of civil liabilities predicated upon the federal securities laws of the United States, either in original actions or in actions for enforcement of judgments of U.S. courts. See “Enforcement of Civil Liabilities.”

Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time.

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to the structure, market, additional risk factors discussed herein and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal by the rating agency at any time. No assurance can be given that a credit rating will remain constant for any given period of time or that a credit rating will not be lowered or withdrawn entirely by the credit rating agency if, in its judgment, circumstances in the future so warrant. A suspension, reduction or withdrawal at any time of the credit rating assigned to the Notes by one or more of the credit rating agencies may adversely affect the cost and terms and conditions of our financings and could adversely affect the value and trading of the Notes.

Certain covenants may be suspended upon the occurrence of a change in the Group’s ratings.

The Indenture provides that, if at any time following the date of the Indenture, the Notes receive a rating of “Baa3” or better by Moody’s and a rating of “BBB−” or better by S&P and no default or event of default has occurred and is continuing, then beginning that day and continuing until such time, if any, at which such Notes cease to have such ratings, certain covenants cease to be applicable to such Notes. See “Description of the Notes—Certain Covenants— Suspension of Certain Covenants When Notes Rated Investment Grade.” If these covenants were to cease to be applicable, the Group would be able to incur additional debt or make payments, including dividends or investments, which may conflict with the interests of holders of the Notes. There can be no assurance that the Notes will ever achieve an investment grade rating or that any such rating will be maintained.

There may not be an active trading market for the Additional Notes, in which case your ability to sell the Additional Notes may be limited.

We cannot assure you as to:

• the liquidity of any market in the Additional Notes;

• your ability to sell the Additional Notes; or

• the prices at which you would be able to sell the Additional Notes.

Future trading prices for the Additional Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. Historically, the market for non-investment grade securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Additional Notes. The liquidity of a trading market for the Additional Notes may be adversely affected by a general decline in the market for similar securities and is subject to disruptions that may cause volatility in prices. The trading market for the Additional Notes may attract different investors and this may affect the extent to which the Additional Notes may trade. It is possible that the market for the Additional Notes will be subject to disruptions. Any such disruption may have a negative price effect, regardless of our prospects and financial performance. As a result, there is no assurance that there will be an active trading market for the Additional Notes. If no active trading market develops, you may not be able to resell your holding of the Additional Notes at a fair value, if at all.

Although an application has been made to the Irish Stock Exchange for the Additional Notes to be admitted to the Official List and to trading on the Global Exchange Market, we cannot assure you that the Additional Notes will become or remain listed. Although no assurance is made as to the liquidity the Additional Notes as a result of the admission to trading on the Global Exchange Market, failure to be approved for listing or the delisting of the Additional Notes, as applicable, from the Official List of the Irish Stock Exchange may have a material effect on a holder’s ability to resell the Additional Notes in the secondary market.

In addition, subject to certain limitations, the Indenture allow us to issue additional notes in the future which could adversely impact the liquidity of the Notes.

The transfer of the Notes is restricted, which may adversely affect their liquidity and the price at which they may be sold.

The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or any other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or any other jurisdiction. The Notes are not being offered for sale in the United States except to “qualified institutional buyers” in accordance with Rule 144A. We have not agreed to or otherwise undertaken to register the Notes or the Guarantee with the U.S. Securities and Exchange Commission (including by way of exchange offer). It is the obligation of holders of Notes to ensure that their offers and sales of the Notes within the United States and other countries comply with applicable securities laws.

Provisions of the EU Savings Directive and other legislation may adversely affect your investment in the Notes.

Under EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”), each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entities established in that other Member State; however, for a transitional period, Austria and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at 35%. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. The Luxembourg Ministry of Finance announced on April 10, 2013 that the transitional withholding system in Luxembourg would be replaced by automatic exchange of information from January 1, 2015.

A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.

The Council of the European Union formally adopted a Council Directive amending the Directive on March 24, 2014 (the “Amending Directive”). The Amending Directive broadens the scope of the requirements described above. Member States have until January 1, 2016 to adopt the national legislation necessary to comply with the Amending Directive. Investors who are in any doubt as to their position should consult their professional advisers.

If a payment to an individual were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Savings Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to such directive, neither the Issuer nor any paying agent nor any other person would be obligated to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer will use reasonable endeavors to maintain a paying agent with a specified office in an EU Member State that is not obligated to withhold or deduct tax pursuant to any law implementing the Savings Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000.

The Additional Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

Unless and until the Additional Notes in definitive registered form, or definitive registered Additional Notes are issued in exchange for book-entry interests (which may occur only in very limited circumstances), owners of book-entry interests will not be considered owners or holders of Additional Notes. The common depositary (or its nominee) for Euroclear and Clearstream will be the sole registered holder of the Global Notes. Payments of principal, interest and other amounts owing on or in respect of the relevant Global Notes representing the Additional Notes will be made to Citibank, N.A., London Branch, as Paying Agent, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants’ accounts that hold book-entry interests in the Global Notes representing the Additional Notes and credited by such participants to indirect participants. After payment to Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest in the relevant Additional Notes, you must rely on the procedures of Euroclear and Clearstream and if you are not a participant in Euroclear and/or Clearstream on the procedures of the

40 participant through which you own your interest, to exercise any rights and obligations of a holder of the Additional Notes under the Indenture.

Unlike the holders of the Additional Notes themselves, owners of book-entry interests will not have any direct rights to act upon any solicitations for consents, requests for waivers or other actions from holders of the Additional Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream or, if applicable, from a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters or timely basis.

Similarly, upon the occurrence of an event of default under the Indenture, unless and until the relevant definitive registered Additional Notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream. We cannot assure you that the procedures to be implemented through Euroclear and Clearstream will be adequate to ensure the timely exercise of rights under the Additional Notes.

Certain Notes, the denominations of which involve integral multiples, may be illiquid and difficult to trade.

As the Notes have a denomination consisting of the minimum denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of €100,000 (or its equivalent) that are not integral multiples of €100,000 (or its equivalent). In such case, a holder of the Notes who, as a result of trading such amounts, holds a principal amount of less than the minimum denomination may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to the minimum denomination.

You may face foreign exchange risks by investing in the Notes.

The Notes are denominated and payable in euros. If you measure your investment returns by reference to a currency other than euros, an investment in the Notes will entail foreign exchange related risks due to, among other factors, possible significant changes in the value of the euro relative to the currency by reference to which you measure the return on your investments because of economic, political and other factors over which we have no control. Depreciation of the euro against the currency by reference to which you measure the return on your investments could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to you when the return on the Notes is translated into the currency by reference to which you measure the return on your investments. There may be tax consequences for you as a result of any foreign exchange gains resulting from an investment in the Notes. You should consult your tax advisor concerning the tax consequences to you of acquiring, holding and disposing of the Notes.

CAPITALIZATION

The following table sets forth certain information on the consolidated capitalization of the Group as at December 31, 2014 on an actual basis, and on an as adjusted basis to give effect to the Additional Notes as if the issuance of the Additional Notes had occurred on December 31, 2014.

The following table should be read in conjunction with “The Listing,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements incorporated to this Listing Particulars by reference. Except as set forth below, there have been no other material changes to our capitalization since December 31, 2014.

As at December 31, 2014 Actual As Adjusted (PLN million) (EUR million)(1) (PLN million) (EUR million)(1) Cash and cash equivalents ...... 783,6 183,8 996,7 233,8 Existing financial leases ...... 28,8 6,8 28,8 6,8 Total debt ...... 1,482,0 347,7 1,695,1 397,7 Total equity ...... 2,235,9 524,6 2,235,9 524,6 Total capitalization (total debt plus total equity) .... 3,755,8 881,2 3,968,9 931,2

(1) For your convenience, we have translated certain złoty amounts into euro. The exchange rate for the convenience translations is PLN 4,2623 per €1.00 which was the National Bank Exchange Rate per euro as at December 31, 2014. You should not view such translations as a representation that such euro amounts actually represent such złoty amounts, or could be or could have been converted into euro at the rate indicated or at any other rate.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Selected historical consolidated financial data

The tables below set forth certain of our selected historical consolidated financial data and other data as at the dates and for the periods indicated.

The selected consolidated statement of financial position, consolidated statement of comprehensive income and consolidated statement of cash flow set forth below as at and for the years ended December 31, 2014, 2013 and 2013 have been derived without material adjustments from our Consolidated Financial Statements, incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE.

Selected Statement of Comprehensive Income

For the year ended December 31, 2014 2013 2012 (PLN million) Revenues from Sales ...... 4,618.8 4,989.0 6,206.6 Cost of sales ...... (3,853.4) (4,228.0) (5,166.3) Gross profit/Loss on sales ...... 765.4 761.0 1,040.3 Other operating income ...... 21.8 31.5 79.0 Selling costs ...... (135.6) (141.5) (149.6) General and administrative expenses ...... (165.5) (148.8) (157.9) Other operating expenses(1) ...... (14.4) (32.0) (37.2) Profit/(Loss) on sale of property, plant and equipment ...... 7.9 4.0 1.5 Profit from the sale of shares ...... — — — Operating profit/loss ...... 479.6 474.2 776.1 Financial income ...... 7.5 23.7 15.4 Financial costs ...... (49.6) (26.7) (44.1) Net financial costs ...... (42.1) (3.0) (28.7) Impairment loss for financial assets available for sale ...... (10.4) — (154.6) Share in profits of companies recognized under the equity method ...... 427.1 471.2 617.3 Profit before tax ...... (69.6) (53.9) (32.1) Income tax ...... 357.5 417.3 585.2 Net profit ...... 4,618.8 4,989.0 6,206.6

(1) Other operating expenses include, among other items, revaluation of provisions, establishment of impairment losses for receivables, cost of unused production capacity, current assets written off, receivables written off, and utilization of CO2 emission allowances and costs of decommissioning of inactive facilities.

Selected Statement of Financial Position

Selected Statement of Cash Flows

For the year ended December 31, 2014 2013 2012 (PLN million) Net cash from operating activities ...... 611.9 685.0 702.9 Net cash used in investing activities ...... (297.6) (256.2) (202.2) Net cash used in financing activities ...... 12.7 (736.8) (767.8)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following is a discussion and analysis of our results of operations and financial condition based on the Consolidated Financial Statements.

We encourage you to read the following discussion in conjunction with the sections entitled “Presentation of Financial and Other Information” and “Selected Consolidated Financial and Other Information” as well as with the Consolidated Financial Statements, incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE. The following discussion includes forward-looking statements which, although based on assumptions and/or estimates that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward- looking statements. For a discussion of some of those risks and uncertainties please refer to the sections entitled “Forward-Looking Statements” and “Risk Factors.”

Overview

Key Factors Influencing Our Results of Operations

Our results of operations are driven by a combination of factors, many of which affect the chemicals industry generally, such as: global supply and demand in the end-markets where our customers compete, prices of raw materials, general economic conditions and compliance with environmental legislation. Our results of operations and cash flow are also affected by company-specific structural and operational factors.

Economic environment, demand and cyclicality in the chemicals end-markets

Our business is dependent on the sales of chemical products, which are used in a wide range of industries, including in particular the automotive, packaging and construction industries. Such industries, and therefore the ensuing demand for our products, are affected by general economic conditions. Our operations are also subject to the cyclical and, more importantly, variable nature of the supply and demand balance in the chemicals industry, and our future results of operations may continue to be affected by this cyclicality and variability.

Our revenue growth is dependent on the broader European and global economic environments, as well as the overall condition of Poland. In the past, our results of operations were affected by, and we expect that our financial results will continue to be affected by, key macroeconomic factors such as GDP growth, inflation, interest rates, currency exchange rates, unemployment rates, rate of corporate insolvencies and financial condition of our competitors. During the recent economic downturn, the Polish economy performed better than many of the other European economies and was the only economy in the EU to continue to grow in each year from 2008 to 2010, according to Eurostat. Generally, weak economic conditions in Europe, including in Poland, may weigh on the growth prospects of our markets.

Prospects for GDP growth in Europe, including in Poland, and other macroeconomic factors are by their nature uncertain and strongly dependent upon, among other factors, the general economic environment. Our markets can also be affected by the rate of economic development in other countries, as demonstrated by the negative impact of the declining Chinese growth rate on the global bulk petrochemical industry.

Automotive and construction industry

Our business is largely based on the market conditions of the industries which use our raw materials and intermediate products, including, in particular, the automotive and construction industries.

In 2014, sales of passenger cars in the European Union amounted to 12 550 771 pieces. New car registrations increased by 5.7% compared to 2013 (source: European Automobile Manufacturers' Association (ACEA)). The largest increase was recorded in Spain (18.1%) and the UK (9.3%). In Italy, the increase was 4.2% and Germany 2.9%. In France, demand was stable and its growth was only 0.3%.

Compared to 2013, demand for replacement tires on European markets in 2014 was stable (with the exception of agricultural tires). In the case of passenger car tires sales growth in 2014 was 2% (source: European Tyre & Rubber Manufacturers Association (ETRMA)). In the case of tires for trucks and buses, sales rose 4%. In the case of agricultural tires in the reporting period, there was a decrease compared to the year 2013 by 2%.

The long-term effect of the introduced regulations for the labeling of tires will increase the demand for rubber NdBR and SSBR rubbers, which are used to produce modern tires with improved properties in terms of abrasion resistance, rolling resistance and better wet grip. The development of the automotive industry leads to a continuous increase in demand for synthetic rubbers produced i.a. by the Group which is observed for many years. We assume that in the long term we should expect a systematic increase in demand for synthetic rubbers in the context of the expected increase in the number of cars in developing countries.

In 2014, our financial results, in particular in our Dispersions, Adhesives and Latex Segment and our Styrene Plastics Segment, were affected by the difficult situation in the construction industry.

In 2014, there was moderate annual growth of value added in construction industry in Poland, which amounted to 5.0 per cent and sold production amounted to 3.6 percent. In the last three months of 2014, however, there has been a slowdown in the growth of this industry. The added value increased only by 1.8 per cent, and sold production by 1.1 percent. (Source: State and forecast of economic conditions, the Polish Institute of Market Economy, February 2015).

In 2015, we expect a small improve of the business climate in construction and the results of this segment.

Fluctuations in the prices of raw materials

The costs of raw materials constitute a significant component of the operating costs of our business. For the year ended December 31, 2014, raw materials constituted 72% of our total revenue from sales. Our principal raw materials are butadiene, styrene, ethylbenzene, butyl acrylate, vinyl acetate monomer, ethylene and benzene and C4 fraction. Our results of operations are therefore directly affected by any volatility in the cost of our raw materials, which are subject to global supply and demand and other factors beyond our control. The prices of our raw materials are to a certain extent correlated with the global price of crude oil because crude oil is the source of feedstock for European crackers, which in turn provides us with raw materials. In Europe, the prices of our raw materials depend only to a small extent on the price of gas.

We generally seek to pass on to our customers increases in raw material prices. However, due to pricing and other competitive or market pressures we may be unable to do so completely or at all. Furthermore, volatility in the cost of these raw materials makes it more challenging to manage pricing and we may experience a time lag between an increase in raw material prices and any increase in our prices to our customers. Although changes in the prices of raw materials usually translate to changes in product prices in the long run, prices of our products may not immediately reflect changes in the prices of raw materials as a result of our pricing mechanisms or delays in updating our product prices. This impacts our ability to pass the increases on to our customers in a timely manner. Accordingly, fluctuations in the prices of raw materials can have a significant impact on our gross profits, gross margins and other operating results.

Furthermore, in order to minimize the price fluctuations in our long-term contracts for supplies of raw materials, the price formulas in our long-term contracts reflect the current situation on the raw material market. The formulas reduce the risk of large deviations of contracted purchase prices from market prices. Backward integration and obtaining long-term supply contracts at attractive prices are key factors for controlling the costs of raw materials.

In 2014, the prices of basic types of polystyrenes, i.e. GPPS and HIPS were influenced by volatile prices of raw materials (high in the first half of the year and steadily falling in the second half). The variable situation favored achieving higher margins by manufacturers of polystyrenes based on its own production of styrene. Changes in the prices of raw materials

46 have a direct impact on our working capital levels. In general, increases in prices lead to an increase in our working capital requirements and decreases lead to a decrease in our working capital requirements.

Fluctuations in margins and supply and demand for our products

The margins in our markets are strongly influenced by industry utilization, which is affected by supply and demand for products and the costs of principal raw materials. Certain markets, such as those for plastic and synthetic rubber products, are more mature, so their overall growth tends to correlate closely with global GDP growth. As demand for products increases and approaches available supply, utilization rates rise, and prices and margins typically increase. Supply in our markets tends to be cyclical, generally characterized by periods of limited supply, resulting in higher operating rates and margins, followed by periods of oversupply, typically stimulated by the creation of additional capacity, resulting in lower operating rates and margins.

In addition to being cyclical, our margins are also susceptible to potentially significant swings in the short term due to various factors, including planned or unplanned plant outages, political or economic conditions affecting prices and changes in inventory management policies by customers (such as inventory building or de-stocking in periods of expected price increases).

Current and future environmental regulatory considerations

We are subject to extensive environmental, health and safety regulations at both the national and European levels. There are numerous laws that affect our business, and we have incurred, and expect to continue to incur, substantial ongoing capital expenditures to ensure compliance with current and future laws and regulations. We may also incur remediation, decommissioning and ongoing upgrade or compliance costs in connection with our production facilities and other properties. However, we believe that the potential remediation costs would not be high, and we do not anticipate that they could influence our results of operations.

The REACH Regulation imposes significant obligations on us and the chemicals industry as a whole with respect to the testing, evaluation, assessment and registration of basic chemicals and chemical intermediates. The EU Classification, Labeling and Packaging Regulation (“CLP”) imposes on us significant obligations with respect to the testing, evaluation, assessment and registration of basic chemicals, which are expensive, time consuming and lead to increased production costs and reduced operating margins of our products.

Over the next few years, we expect to be affected by new legal requirements related to environmental protection, resulting from, among others, the Directive on Industrial Emissions (“IED”) and the EU Emissions Trading System (“EU ETS”). We keep up with the growing eco-awareness among our customers by producing NdBR, which is used in high performance tires that minimize fuel consumption. Additionally, we are involved in development of alternative routes for obtaining butadiene from renewable sources. Finally, we are considering the construction of an incineration plant for municipal waste, which will be in line with Polish national regulations concerning waste management.

Foreign currency exchange rate fluctuations

We operate internationally and as a result, are exposed to various currency risks and exposures, including in particular, in relation to the euro, Polish złoty, U.S. dollar and Czech koruna. Although our reporting currency is the złoty, in 2014, 77% of our revenues and 93% of our costs related to transactions settled in a currency other than Polish złoty. We are therefore affected by both the transaction effects and translation effects of foreign currency exchange rate fluctuations. In recent years, the exchange rates between these currencies and the złoty have fluctuated significantly and may continue to do so in the future. A depreciation of these currencies against the złoty will decrease the złoty equivalent of the amounts derived from these operations reported in our consolidated financial statements. An appreciation of these currencies will result in a corresponding increase in such amounts. Fluctuations in exchange rates have an impact on the volume of revenue from sales and purchase costs of raw materials. While an increase in the relative strength of the złoty against other currencies may have a negative impact on the profitability of our export and domestic sales, changes in our revenues from export and domestic sales caused by exchange rate fluctuations are offset in part by changes in the costs of raw material imports. As a result of our purchases of raw materials, product sales, loans and borrowings and cash in foreign currencies, we have been, and expect to continue to be, exposed to foreign exchange rate fluctuations, which could materially affect our results of operations, assets and liabilities, and cash flows as reported in złoty. Variability in exchange rates could also significantly impact the comparability of our results of operations between periods.

Hazards and risks of disruption associated with chemical manufacturing

We are exposed to the typical hazards and risks of disruption associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes. These potential risks of disruption include, among others, explosions and fires, inclement weather and natural disasters, and failure of mechanical, process safety and pollution control equipment. In 2013, we experienced two such disruptions. In June 2013, we experienced a temporary shutdown in our manufacturing facility located in Kralupy upon Vltavou in the Czech Republic due to flooding in the region for a few days, and in September 2013, the Unipetrol cracker in Litvinov, Czech Republic experienced unplanned

47 shutdowns for a few days, which resulted in a shortage of raw material supplies, as we rely on it as a source of C4 fraction, ethylene and benzene. We also experienced a fire at our production plant in Oświęcim in February 2014.] When such disruptions occur, alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, which could negatively affect our business and financial performance. Although these kinds of events are standard, they occur infrequently, usually not more than once or twice per year, and are typically short-lived.

Presentation of Financial Information

For the purposes of the following discussion of our results of operations, the key line items from the statement of comprehensive income include the following: revenues from sales, cost of sales, selling costs, other operating income, general and administrative expenses, other operating expenses, financial income, financial costs, income tax and net profit. The following discussion also refers to our EBITDA and segment results.

Revenues from sales

Revenues from sales are comprised of revenues from the sales of goods and finished products, provision of services, materials and income from lease of investment properties.

Segment results

Segment results are comprised of revenues from each segment’s sales minus total cost allocated to such segment. Reconciliation of the segment results to profit before tax was included in the Consolidated Financial Statements.

Cost of sales

Cost of sales includes, among others, consumption of materials and energy, salaries, costs of goods and materials sold.

Selling costs

Selling costs are comprised of, among others, transportation, loading and unloading costs, duty fees, trade fees and cargo insurance.

Other operating income

Other operating income includes, among others, income associated with the sale of fixed assets, reversal of provisions, impairment losses, compensation from insurance companies and contractual penalties.

General and Administrative Expenses

General and administrative expenses include general administrative costs associated with the maintenance of our management board and general production costs related to the maintenance and operation of general purpose units, e.g. laboratories.

Other operating expenses

Other operating expenses include, among others, revaluations of provisions, impairment losses, write offs, costs of unused production capacity, utilization of CO2 allowances and decommissioning costs. Financial income

Financial income comprises income from valuation of derivatives, interest at amortized cost using the effective interest rate, surplus of foreign exchange gains over losses on cash, loans and borrowings as well as other assets and liabilities.

Financial costs

Financial costs primarily comprise, among others interest charges determined on the basis of the effective interest rate and a surplus of foreign exchange rate differences over the positive exchange rate differences on cash assets, loans and borrowings as well as other assets and liabilities.

Income tax

Income tax comprises current and deferred income tax expense.

Net profit

Net profit comprise total revenues minus total expenses.

EBITDA

EBITDA is calculated as operating profit plus depreciation of property, plant and equipment and amortization of intangible assets.

Our Results of Operations

The following table sets forth our consolidated results of operations for each of the periods indicated.

For the year ended December 31, 2014 2013 (PLN million) Revenues from Sales ...... 4,618.8 4,989.0 Cost of sales ...... (3,853.4) (4,228.0) Gross profit/Loss on sales ...... 765.4 761.0 Other operating income ...... 21.8 31.5 Selling costs ...... (135.6) (141.5) General and administrative expenses ...... (165.5) (148.8) Other operating expenses ...... (14.4) (32.0) Profit/(Loss) on sale of property, plant and equipment ...... 7.9 4.0 Operating profit/loss ...... 479.6 474.2 Financial income ...... 7.5 23.7 Financial costs ...... (49.6) (26.7) Net financial costs ...... (42.1) (3.0) Loss on selling financial assets available for sale ...... (10.4) — Profit before tax ...... 427.1 471.2 Income tax ...... (69.6) (53.9) Net profit...... 357.5 417.3 Other comprehensive income that may be later reclassified to profit or loss Foreign exchange differences on subordinated entities ...... 25.4 (118.7) Valuation of financial assets available for sale ...... (27.1) 71.4 Other (net) comprehensive income ...... (1.7) (47.3) Total comprehensive income ...... 355.8 370.0 Profit attributable to: Equity holders of the parent ...... 356.9 416.9 Non-controlling interests ...... 0.6 0.4 Net profit for the period ...... 357.5 417.3 Comprehensive income attributable to: Equity holders of the parent ...... 355.2 369.6 Non-controlling interests ...... 0.6 0.4 Comprehensive income for the period ...... 355.8 370.0

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenues from Sales

Total revenues from sales for the year ended December 31, 2014 were PLN 4,618.8 million, a decrease of PLN 370.2 million, or 7.4%, from PLN 4,989.0 million for the year ended December 31, 2013. The decrease was driven mainly by challenging market conditions including the slow recovery of the EU economy and the lower than expected growth in the Chinese economy, strong completion out of EU in PS segment and the low prices of butadiene and synthetic rubber.

The following table sets forth our historical revenues from sales for the years ended December 31, 2014 and 2013.

For the year ended December 31, 2014 2013 (PLN million) Revenues from sales of products ...... 4,377.9 4,642.1 Revenues from sales of services ...... 25.2 24.1 Revenues from sales of materials and goods ...... 214.5 320.8 Income from rental of investment properties ...... 1.2 2.0 Total ...... 4,618.8 4,989.0

Segment analysis for the year ended December 31, 2014 compared to the year ended December 31, 2013

Segment results for the year ended December 31, 2014 were PLN 464.3 million, a decrease of PLN 6.4 million, or 1.4%, from PLN 470.7 million for the year ended December 31, 2013.

The following table sets forth our historical revenues from sales and results by business segment for the years ended December 31, 2014 and 2013.

For the year ended December 31, 2014 2013 (PLN million) Revenues from sales Synthetic Rubber Segment ...... 2,309.1 2,598.6 Styrene Plastics Segment ...... 1,905.1 1,962.1 Dispersions, Adhesives and Latex Segment ...... 169.5 168.9 Other Operations ...... 235.1 259.4 Total revenues from sales ...... 4,618.8 4,989.0 Costs by segment Synthetic Rubber Segment ...... 2,005.6 2,301.2 Styrene Plastics Segment ...... 1,795.2 1,868.1 Dispersions, Adhesives and Latex Segment ...... 165.8 162.5 Other Operations ...... 187.9 186.5 Total costs ...... 4,154.5 4,518.3 Segment results Synthetic Rubber Segment ...... 303.5 297.4 Styrene Plastics Segment ...... 109.9 94.0 Dispersions, Adhesives and Latex Segment ...... 3.7 6.4 Other Operations ...... 47.2 72.9 Total segment results ...... 464.3 470.7

Synthetic Rubber Segment

The segment results in our Synthetic Rubber Segment for the year ended December 31, 2014 were PLN 303.5 million, an increase of PLN 6.1 million, or 2.1%, from PLN 297.4 million for the year ended December 31, 2013.

We achieved almost the same number as year before.

Styrene Plastics Segment

The segment results in our Styrene Plastics Segment for the year ended December 31, 2014 were PLN 109.9 million, an increase of PLN 15.9 million, or 16.9%, from PLN 94.0 million for the year ended December 31, 2013.

The increase was driven mainly by better sales volume and margins in EPS and XPS.

Dispersions, Adhesives and Latex Segment

The segment results in our Dispersions, Adhesives and Latex Segment for the year ended December 31, 2014 were PLN 3.7 million, a decrease of PLN 2.7 million, or 47.2%, from PLN 6.4 million for the year ended December 31, 2013.

This decrease reflected the significant increase of main raw materials prices in the first half of 2014, such as vinyl acetate and butyl acrylate.

Other Operations

The segment results from our Other Operations Segment for the year ended December 31, 2014 were PLN 47.2 million, a decrease of PLN 25.7 million, or 35.7%, from PLN 72.7 million for the year ended December 31, 2013.

Cost of Sales

Cost of sales for the year ended December 31, 2014 was PLN 3,853.5 million, a decrease of PLN 374.5 million, or 8.9%, from PLN 4,228.0 million for the year ended December 31, 2013. This decrease was mainly due to main monomers average quotations which fell down in year 2014 in comparison to the year 2013 (eg. butadiene by 14.8%, styrene by 8.5%, naphtha by 7.3% and ethylene by 5.8%). In the consequence the cost of raw materials and energy consumed was PLN 3,305.5 million for the year ended December 31, 2014 while in previous year it was PLN 4,462.5 million.

Additionally, bigger part of cost of sales in year 2014 was allocated to the stock of finished products on the balance sheet date as opposed to year 2013.

Other Operating Income

Other operating income for the year ended December 31, 2014 was PLN 21.8 million, a decrease of PLN 9.7 million, or 30.8%, from PLN 31.5 million for the year ended December 31, 2013. The decrease was primarily attributable to decrease of income from the contractual penalties which we received and the lower reversal of the impairment for receivables.

For the year ended December 31, 2014 2013 (PLN million) Reversal of impairment losses for receivables ...... 4.0 5.4 Grants and subsidies ...... 2.1 - Reversal of other provisions ...... 0.006 0.02 Compensations received from insurance companies ...... 1.8 3.2 Contractual penalties received ...... 4.2 13.1 Other ...... 9.7 9.8 Total ...... 21.8 31.5

Selling costs

Selling costs for the year ended December 31, 2014 were PLN 135.6 million, a decrease of PLN 5.9 million, or 4.2%, from PLN 141.5 million for the year ended December 31, 2013. The decrease in selling costs was mainly due to lower revenues from spot sales of synthetic rubber with a high transport costs.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2014 were PLN 165.5 million, an increase of PLN 16.7 million, or 11.2%, from PLN 148.8 million for the year ended December 31, 2013. The increase in general and administrative expenses was mainly due to costs associated with the preparation and issuance of bonds on international markets (notes with a nominal value of EUR 350.0 million), and increase of costs of R&D and strategy activities.

Other Operating Expenses

Other operating expenses for the year ended December 31, 2014 were PLN 14.4 million, an decrease of PLN 17.5 million, or 54.9%, from PLN 31.9 million for the year ended December 31, 2013. The increase in other operating expenses was mainly due to establishment of lower impairment losses for receivables.

The following table sets forth our historical other operating expenses for the years ended December 31, 2014 and 2013.

For the year ended December 31, 2014 2013 (PLN million) Revaluation of provisions ...... 0.1 0.1 Establishment of impairment losses for receivables ...... 3.1 14.7 Cost of unused production capacity ...... 2.2 1.6

Receivables written off ...... 2.1 3.6 Utilization of CO2 emission allowance ...... 0.5 1.6 Costs of decommissioning of inactive facilities — 2.5 Other ...... 6.4 7.7 Total ...... 14.4 31.9

Financial Income

Financial income for the year ended December 31, 2014 was PLN 7.5 million, a decrease of PLN 16.2 million, or 68.4%, from PLN 23.7 million for the year ended December 31, 2013. The decrease in financial income was mainly due to lack of profit from the foreign exchange and decrease in the amount of deposits held in our bank accounts

Financial Costs

Financial costs for the year ended December 31, 2014 were PLN 49.6 million, an increase of PLN 22.9 million, or 85.8%, from PLN 26.7 million for the year ended December 31, 2013. The increase in financial cost was mainly due to foreign exchange losses.

Income Tax

Income tax for the year ended December 31, 2014 was PLN 69.6 million, an increase of PLN 15.7 million, or 29.1%, from PLN 53.9 million for the year ended December 31, 2013. This was mainly due to write-off of deferred tax of some assets of tax incentive. Our effective tax rate for each of the years ended December 31, 2013 and 2012 was 11% and 11%, respectively.

The following table sets forth our historical income tax for the years ended December 31, 2014 and 2013.

For the year ended December 31, 2014 2013 (PLN million) Income tax Income tax expense for the current period ...... 25.4 40.4 Adjustment of tax for previous years ...... (5.1) 1.2 Total ...... 20.3 41.6 Deferred tax Creation / reversal of temporary differences ...... 49.3 12.3 Total deferred tax ...... 49.3 12.3 Income tax reported in the statement of comprehensive income...... 69.6 53.9

Net Profit

For the reasons discussed above, our net profit for the year ended December 31, 2014 was PLN 357.5 million, a decrease of PLN 59.8 million, or 14.3%, from PLN 417.3 million for the year ended December 31, 2013.

EBITDA

Our EBITDA for the year ended December 31, 2014 was PLN 635.8 million, an increase of PLN 3.1 million, or 0.5%, from PLN 632.7 million for the year ended December 31, 2013. The increase in EBITDA was primarily due to the performance of our main Synthetic Rubber Segment.

The following table sets forth our historical EBITDA by segment for the years ended December 31, 2014 and 2013.

For the year ended December 31, 2014 2013 (unaudited) (PLN million) Synthetic Rubber Segment ...... 345.8 334.5 Styrene Plastics Segment ...... 159.2 160.2 Dispersions, Adhesives and Latex Segment ...... 10.3 12.0 Other Operations(1) ...... 120.5 126.0 Total ...... 635.8 632.7

(1) For Other Operations, EBITDA also include income and costs not allocated to any of segments

Liquidity and Capital Resources

Historically, our liquidity needs have arisen primarily from the need to fund capital expenditures and working capital and service our debt obligations. Our principal sources of liquidity have been cash generated from our operations, bank loans and facilities, disposal of assets, and EU grants for capital expenditures.

Cash Flow

The following table sets forth our consolidated cash flow data for each of the periods indicated.

For the year ended December 31,

2014 2013 2012 2011 (PLN million) Net cash from operating activities ...... 611.9 685.0 702.9 748.6 Net cash from investing activities ...... (297.6) (256.2) (202.2) (310.8) Net cash from financing activities ...... 12.7 (736.8) (767.8) (99.6)

Net Cash from Operating Activities

Net cash from operating activities for the year ended December 31, 2014 was PLN 611.9 million, a decrease of PLN 73.1 million, or 10.7%, from PLN 685.0 million for the year ended December 31, 2013 This decrease was principally due to gross profit change.

Net cash from operating activities for the year ended December 31, 2013 was PLN 685.0 million, an decrease of PLN 17.9 million, or 2.5%, from PLN 702.9 million for the year ended December 31, 2012. This increase was principally This decrease was principally due to a decrease in the profitability of the business during 2013 because of lower sales due to the lower prices of butadiene and synthetic rubber and therefore operating profit.

Net cash from operating activities for the year ended December 31, 2012 was PLN 702.9 million, a decrease of PLN 45.7 million, or 6,1%, from PLN 748.6 million for the year ended December 31, 2011. This decrease resulted principally from a decrease in the profitability of the business during 2012 due to severely lowered margins for our products, particularly from spot customers and customers without long term contracts and lower profits from butadiene production for our own use because of reduced market prices during the period as well as low synthetic rubber prices at the end of the second quarter and during the entire second half of the year.Net Cash from Investing Activities.

Net cash used in investing activities for the year ended December 31, 2014 was PLN 297.6 million, an increase of PLN 41.4 million, or 16.2%, from PLN 256.2 million for the year ended December 31, 2013. This increase was principally due to higher expenditures on the purchase of intangible assets and property, plant and equipment.

Net cash from investing activities for the year ended December 31, 2013 was PLN 256.2 million, an increase of PLN 54.0 million, or 26.7%, from PLN 202.2 million for the year ended December 31, 2012. This increase was principally due to higher capital expenditures in 2013, including the construction of a gas turbine at our production facility in Kralupy, Czech Republic and the installation of an SSBR rubber plant in Oświęcim, Poland.

Net cash used in investing activities for the year ended December 31, 2012 was PLN 202.2 million, a decrease of PLN 108.6 million, or 34.9%, from PLN 310.8 million for the year ended December 31, 2011, principally due to a reduced capital expenditures.

Net Cash from Financing Activities

Net cash from financing activities for the year ended December 31, 2014 was PLN 12.7 million, an increase of PLN 749.5 million, or 102 %, from PLN 736.82 million for the year ended December 31, 2013, principally due to proceeds from the issuance of the Notes.

Net cash used in financing activities for the year ended December 31, 2013 was PLN 736.8 million, a decrease of PLN 31 million, or 4.0%, from PLN 767.8 million for the year ended December 31, 2012. This increase was mainly due to the incurrence of bank loans in the amount of PLN 524.4 million that was primarily offset by higher dividend payments in 2013 and higher expenditures on the repayment of borrowings.

Net cash used in financing activities for the year ended December 31, 2012 was PLN 767.8 million, an increase of PLN 668.2 million, or 670.9%, from PLN 99.6 million for the year ended December 31, 2011, mainly due to higher dividend payments made in 2012 and the incurrence of fewer bank loans and borrowings.Working Capital Requirements.

We define our net working capital as current assets except for cash flows minus short-term liabilities except for financial liabilities. Our net working capital requirements primarily depend on the prices of raw materials and the management of receivables, liabilities and stock.

As of December 31, 2014, net working capital was PLN 825.6 million, a decrease of PLN 41.0 million, from PLN 866.6 million as of 2013. This decrease resulted mainly from lower raw material prices and better inventory management.

Off-Balance Sheet Arrangements

As at December 31, 2014, we did not have any contingent liabilities in relation to unrelated entities.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations and commitments as at December 31, 2014. The table does not include outstanding purchase contracts with suppliers, payments due under arrangements related to provisions, maintenance and contingent liabilities entered into in the ordinary course of business.

Total Up to 1 year 1 - 5 years Above 5 years (PLN million) Payments due by period Bonds obligations ...... (1 909.5) (59.7) (238.7) (1 611.1) Bank loans ...... (9.0) (3.6) (5.4) - Trade payables and other ...... (633.1) (633.1) - - Interest rate swaps(1) ...... (2.2) (2.2) - - Total ...... (2 553.7) (698.5) (244.1) (1 611.1)

(1) As at December 31, 2014, we had three open interest rate swaps: (i) between SYNTHOS Kralupy a.s. and BNP Paribas for the amount of EUR 15 million with settlement on December 15, 2015, (b) between SYNTHOS Kralupy a.s. and RBS for the amount of EUR 15 million with the settlement on December 15, 2015, and (c) between SYNTHOS PBR s.r.o. and HSBC in the amount of EUR 15.1 million with the settlement on June 30, 2017.

Capital Expenditures

Our capital expenditures were PLN 444.4 million for the year ended December 31, 2014.

The following table sets forth our capital expenditures by business segment for the periods indicated.

For the year ended December 31, 2014 2013 (PLN million) Synthetic Rubber Segment ...... 183.0 127.8 Styrene Plastics Segment ...... 20.6 23.2 Dispersions, Glues and Latex Segment ...... 1.2 3.8 Other Operations ...... 239.6 146.9 Total ...... 444.4 301.7

For the year ended December 31, 2012 2011 (PLN million) Synthetic Rubber and Latex Segment ...... 81.7 150.9 Styrene Plastics Segment ...... 36.5 47.6 Dispersions and Adhesives Segment ...... 7.2 23.0 Other Operations ...... 79.8 81.2 Total ...... 205.2 302.7

We have an extensive capital expenditure program in place to fund the construction, maintenance and improvement of our production facilities. Significant capital expenditures are required to maintain our plants’ current production, meet the requirements of new regulations, and retain our licenses to operate. Additional capital expenditures are further required to upgrade aging or obsolete equipment, improve energy efficiency, increase production capabilities, and improve process control.

We expect our aggregate capital expenditure for the year ended December 31, 2015 to amount to approximately PLN 662.5 million, and we expect our capital expenditure for the year ended December 31, 2016 to be approximately PLN 946.5 million.

Our largest single current investment project is the construction of a SSBR rubber plant in Oświęcim, Poland, which we are committed to complete. We expect our total investment in this project to be approximately PLN 555 million upon completion in 2015.

Our other significant investment projects are the construction of an NdBR production facility and additional SSBR rubber production capacity at the Triunfo Petrochemical Complex in Rio Grande do Sul, Brazil. Additional ongoing projects may include: (i) the construction of a fluid boiler in Oświęcim, Poland; (ii) a DeNOx DeSOx installation to treat exhaust gas at our production facility in Oświęcim; and (iii) the construction of a fluid boiler in our utilities production

54 facility in Kralupy. All of our stated investment figures are only estimates and are subject to change or amendment at any time.

Interest Rate Risk

We are exposed to interest rate risk in relation to our interest-bearing assets, liabilities and borrowings. Our financial costs are therefore dependent on the fluctuations in the variable interest rates associated with our financial assets and liabilities, which may result in increased costs.

Our exposure to fluctuations in interest rates relates primarily to cash, cash equivalents and investments as well as bank loans with variable interest rates. We use swap contracts to hedge against exposure to changes in interest rates by swapping a floating interest rate for a fixed interest rate.

The following tables present the sensitivity profile (maximum exposure) to interest rate risk of the Group by presenting financial instruments broken down by variable interest rates (in PLN million):

December 31, 2014 Base interest rate WIBOR PRIBOR EURIBOR USDLIBOR Instruments with a variable interest rate Loans granted ...... —0.4— — Cash and cash equivalents ...... 482.1 60.4 195.5 45.5 Loan liabilities ...... — (9.0) — — Total ...... 482.1 51.8 195.5 45.5

December 31, 2013 Base interest rate WIBOR PRIBOR EURIBOR USDLIBOR Instruments with a variable interest rate Loans granted ...... 0.7 24.3 — — Cash and cash equivalents ...... 99.4 76.6 219.0 52.2 Loan liabilities ...... (25.9) — (978.5) — Total ...... 74.2 100.9 (759.5) 52.2

December 31, 2012 Base interest rate WIBOR PRIBOR EURIBOR USDLIBOR Instruments with a variable interest rate Borrowings ...... 0.5 59.9 — — Cash and cash equivalents ...... 299.3 295.0 100.4 51.9 Loan liabilities ...... (90.6) — (604.7) — Total ...... 209.2 354.9 (504.3) 51.9

Exchange Rate Exposure

For the year ended December 31, 2014, 77% of our revenues and 93% of our costs related to transactions settled in a currency other than our reporting currency (Polish złoty). We are therefore affected by both the transaction effects and translation effects of foreign currency exchange rate fluctuations. Fluctuations in exchange rates have an impact on the volume of revenue from sales and purchase costs of raw materials. While an increase in the relative strength of the złoty against other currencies may have a negative impact on the profitability of our export and domestic sales, changes in our revenues from export and domestic sales caused by exchange rate fluctuations are offset in part by changes in the costs of raw material imports. As a result of our purchases of raw materials, product sales, loans and borrowings and cash in foreign currencies, we have been, and expect to continue to be, exposed to foreign exchange rate fluctuations, which could materially affect our results of operations, assets and liabilities, and cash flows as reported in the złoty. Variability in exchange rates could also significantly impact the comparability of our results of operations between periods. Exchange rate risk management includes identification and risk assessment, examination of financial markets situation, change in – if possible- volume of liabilities in different currencies.

As at December 31, 2014, we had forward contracts for the sale of euros in the amount € 70.0 million; these contracts will be realized 2015.

The following tables present our sensitivity profile to the risk of changes in exchange rates by presenting financial instruments broken down by currencies in which they are denominated (as reflected by the balance sheet exposure as at December 31, 2014, 2013 and 2012 data in PLN millions):

December 31, 2014 Foreign currency items Functional currency items EUR USD GBP CZK PLN Trade and other receivables ...... 500.4 103.9 2.0 94,9 107.8 Cash and cash equivalents ...... 195.5 45.5 — 60.4 482.1 Trade and other payables ...... (341.5) (42.7) (0.1) (118.5) (130.2) Loan liabilities ...... (1,482.1) — — (9.0) — Balance sheet exposure to foreign currency risk ...... (1,127.7) 106.1 — N/A N/A

December 31, 2013 Foreign currency items Functional currency items EUR USD GBP CZK PLN Trade and other receivables ...... 498.8 138.5 — 99,9 120.7 Cash and cash equivalents ...... 219.0 52.2 — 76.6 99.4 Trade and other payables ...... (290.0) (84.6) — (104.4) (117.0) Loan liabilities ...... (978.5) — — — (25.9) Balance sheet exposure to foreign currency risk ...... (505.7) 106.1 — N/A N/A

December 31, 2012 Foreign currency items Functional currency items EUR USD GBP CZK PLN Trade and other receivables ...... 524.4 134.8 2.7 158.2 135.3 Cash and cash equivalents ...... 100.4 51.9 — 295.0 299.3 Trade and other payables ...... (315.0) (67.9) — (208.6) (180.2) Loan liabilities ...... (604.7) — — — (90.6) Balance sheet exposure to foreign currency risk ...... (294.9) 118.8 2.7 N/A N/A

The table below presents the impact that the strengthening or weakening of our functional currencies by 10% in relation to all currencies would have on our financial results. The analysis was performed under the assumption that all other variables, such as interest rates, remain unchanged.

Profit or loss 10% increase in foreign 10% decrease in foreign exchange rates exchange rates December 31, 2014 (106.4) 106.4 December 31, 2013 ...... (44.5) 44.5 December 31, 2012 ...... (17.3) 17.3

Commodity Price Risk

A significant portion of our activity is the import and export of chemical raw materials. We are exposed to the risk of rising prices of supplies of chemical raw materials during contract execution in relation to the pricing originally budgeted for the contract. Significant fluctuations in demand and prices of chemical raw materials can therefore have a negative effect on our operations. We minimize such risk and protect budgeted contract margins by using the following methods: including provisions in our sales contracts that directly tie the prices of products sold by us to the manufacturing costs, i.e., market prices of raw materials.

Critical Accounting Policies

The preparation of our financial statements in compliance with IFRS requires our Management Board to exercise professional judgment and make estimates and assumptions that impact the adopted accounting principles and the value of assets, liabilities, revenues and costs presented. All estimates and related assumptions are based on historical experience and various other factors considered reasonable under the given circumstances. Actual results may therefore differ from these estimates under different assumptions or conditions.

The estimates and related assumptions are subject to regular verification. Changes in accounting estimates are recognized in the period in which they are made, if such changes apply solely to that period, or in the current period and future periods, if such changes apply both to the current and future periods.

BUSINESS

Overview

Our operations are comprised of the following three core business segments:

Synthetic Rubber Segment

Styrene Plastics Segment

Dispersions, Adhesives and Latex Segment

Our History

We were founded in 1945 as the Factory of Synthetic Fuels in Oświęcim, Poland. During the 1950s and 1960s, we completed construction of a synthetic rubber plant, and in June 1959 we started emulsion synthetic rubber production.

We continued to grow our business, reaching full productivity and production of high employment levels in the 1970s. In 1996, we were privatized, with 60% of our shares transferred to the Polish National Investment Fund.

In December 2004, our shares were listed on the Warsaw Stock Exchange and in 2006 our controlling shareholder Michał Sołowow increased his controlling shareholding in the Company to over 50%. In July 2007, we became the owner of 100% of the shares of the Czech company Kaucuk a.s., one of our biggest competitors in Central and Eastern Europe. In 2007, we also signed a NdBR license agreement with Michelin relating to polybutadiene rubber production technology as well as a commercial contract for deliveries of this type of rubber.

In June 2010, we launched a butadiene production plant in Kralupy through a joint venture with Unipetrol. We own 49% of this joint venture and operationally co-manage butadiene production in the plant, which has a production capacity of 130,000 tons per year. In the third quarter of 2011, we started production of NdBR polybutadiene rubber in Kralupy. In March 2012, we were included as a member of the blue chip WIG20 index on the Warsaw Stock Exchange. In the same year, we signed a license agreement with Goodyear, under which we were granted a license for advanced SSBR rubber production technology.

In 2013, we started construction of our SSBR plant in Poland. We also opened a research and development center in Poland for the purpose of researching new product technologies and further developing our existing products. In March 2014, we announced our plan to construct a neodymium polybutadiene rubber plant in Brazil and continue investment preparatory work.

In 2014, we decided to develop the AGRO segment.

Recent Developments

Execution of investment activities related to SSBR

Building the AGRO segment

In 2014, the sales of agro products and services amounted to PLN 14.4 million, of which PLN 4.9 million from exports.

Acquisition in the dispersion and adhesive segment

58 capital of Oristano Investment Spółka z o.o., for PLN 40,000,000.00 (forty million Polish zloty). The transaction was completed on 12 August 2014.

Receiving permits to operate in the Krakow Special Economic Zone

Intensification of sales in North America

Plans to build a NdBR production facility in Brazil

Expected development

The key investments in the production area envisaged in our strategy pertain to raw material security and expansion of the product offering for the customers.

Acquisitions will focus on entities that have modern products expanding our existing product portfolio or market opportunities, i.e. relatively low-priced companies with good market prospects.

Our Operations

Synthetic Rubber Segment

Overview

Our Synthetic Rubber Segment is our core business segment. We produce synthetic rubber using emulsion technology through the polymerization of butadiene and styrene (or other chemicals such as acrylonitrile or the appropriate organic acid). For the year ended December 31, 2014, our annual production capacity for synthetic rubber amounted to approximately 295,000 tons. For the year ended December 31, 2014 our Synthetic Rubber Segment generated revenues from sales of PLN 2,309.1 million and EBITDA of PLN 345.8 million.

We produce four different types of synthetic rubber: styrene butadiene rubber, high-styrene rubber and polybutadiene, as well as NBR nitrile- butadiene rubber.

Main Products and End-Uses

Our Synthetic Rubber Segment consists of the following products:

• Styrene butadiene rubber is produced in a low-temperature emulsion copolymerization process and is coagulated using the acid-synthetic coagulant system. Some types of styrene butadiene rubber contain aromatic oils. Staining or non-staining antioxidants are used for stabilization of styrene rubber. Styrene butadiene rubber is used for the production of tires, tire tubes, conveyor belts, shoes, cables, hoses and other technical rubber products. The non-staining rubber types are used for floor coverings in light colors, bicycle tires and tubes, shoes, toys, cables, hoses and other rubber products in light, pastel colors. ESBR is the most commoditized of all synthetic rubber types. Although consumed in all regions of the world, demand levels in North America, Western Europe, and Northeast Asia, especially China, are particularly high. The majority of ESBR is used to produce tires, though other demand sectors are also significant. We sell our styrene butadiene rubber under the trade names KER® and KRALEX®. KER® synthetic rubber is manufactured at our production plant in Poland and KRALEX® synthetic rubber is manufactured at our production plant in the Czech Republic.

• High-styrene rubber and resins are appropriate for the production of floor finishes, cables, toys and micro porous rubber for footwear industry and to produce hard rubber articles. We produce high-styrene rubber KER® 1904, which is standard-grade high-styrene rubber. It is produced by mixing styrene-butadiene latex and high styrene resin in appropriate proportions. It is coagulated with the use of synthetic coagulant and is stabilized by a non-staining antioxidant. We also produce high-styrene rubber KER® 1909 which is an off-grade high-styrene rubber. It is stabilized with a non-staining stabilizer. High styrene resin KER® 9000 is obtained via the emulsion copolymerization of styrene and butadiene and coagulated with the use of aluminum sulphate. Both are stabilized with a non-staining stabilizer. We sell our high-styrene rubber and resins under the trademark KER®, which is manufactured at our plant in Poland.

• Polybutadiene rubber is produced in the polymerization process in a solution based on a neodymium catalyst system. It contains no plasticizer and is stabilized with a non-staining anti-oxidant. Polybutadiene rubber has become the second largest type of synthetic rubber we produce in terms of volume after ESBR. In the year ended December 31, 2014, our annual production capacity amounted to approximately 80.000 tons. Car tires (mainly the treads and sidewalls), are the most important application of PBR, and account for approximately 70% of global PBR consumption. Other PBR applications include technical products, such as hoses, belts, soles for footwear, golf balls, and modified styrene plastics. Due to its low polydispersity and glass transition temperature, it is preferred for tires with low rolling resistance, so- called “green” tires, which result in lower fuel consumption. Regulations promoting the production of these “green” tires have already been introduced in Western Europe and have led to a significant increase in demand for PBR. We sell our butadiene rubber under the trade name SYNTECA®, which is manufactured at our plant in the Czech Republic.

• Nitrile (acrylonitrile-butadiene) rubber are produced by the cold emulsion copolymerization of butadiene and acrylonitrile, and coagulated by a system of acid and synthetic coagulant, stabilized by non-staining antioxidant. Nitrile rubber is appropriate for the production of technical items resistant to oils and liquid fuels. They contain a non-staining stabilizer and consequently can be used for the production of goods in light colors. We sell our nitrile rubber under the trademark KER®, which is produced in Poland.

Customers

Our main customers are car tire manufacturers, who represent 77% of our customers in our Synthetic Rubber Segment. We supply international car tire manufacturers such as Michelin, Continental, , Bridgestone, Goodyear and Pirelli delivering rubber mainly to their European factories. We also supply rubber to smaller tire manufacturers, including Nokian Tyres, Trelleborg and Vredestein. Other customers include manufacturers of technical rubber products, conveyor belts, rubber floor covering, shoe soles and various rubber mixtures, such as Kraiburg (Austria), Metso (Sweden), Fenner Dunlop (the Netherlands), Semperit (Austria), Geyer & Hosaja Mielec, Sempertrans Bełchatów (Semperit group), Stomil Sanok and Fagumit. For the year ended December 31, 2014 and the year ended December 31, 2013, we sold 60,3% and 57.9%, respectively, of our manufactured synthetic rubber in Europe, with the remaining amount in Asia and the Americas.

Raw Materials and Energy

The main raw materials required for the production of synthetic rubber are butadiene and styrene. Butadiene is a product obtained from C4 fraction during the steam cracking process. The amount of butadiene yielded is highly dependent on a cracker’s feedstock, i.e., the higher the molar mass of the feedstock, the greater the possibility of obtaining butadiene. We produce butadiene from C4 fraction through an extraction process. Most European steam crackers are currently running on heavier feedstock, such as naphtha or LPG, which produces a stable supply of butadiene. With the development of shale gas exploration, more crackers are shifting towards lighter feedstock, such as ethane, as it offers higher profit margins, but produces lower yields of butadiene. This shift is especially evident in North America, which has experienced a butadiene deficit in recent years.

Our strong relationships with major petrochemicals suppliers have enabled us to secure long-term contracts for both C4 fraction and butadiene. We have also started developing our own purpose-built monomer production technology from renewable feedstock.

In addition, we produce styrene from ethylene and benzene and use it for our own derivatives, such as polystyrene, EPS and synthetic rubber. We reduce production costs through relatively low labor costs, favorable feedstock supply agreements and low energy costs due to our in-house power plant. Moreover, we are the only producer of styrene in CEE, which gives us a logistical advantage over competitors with operations in Western Europe or Russia. In addition, styrene as a raw material is available from external sources in significant volumes from both European and overseas producers. Therefore, we always have the possibility to conclude long-term agreements for significant volumes of styrene at prices that vary depending on the scale of purchases.

Competition

We were the largest European producer of high-quality commodity grades of emulsion synthetic rubber and the second largest European producer of neodymium butadiene rubber in Europe by production capacity in 2014]. Most of our products have been known in our markets for decades, with our KER®, KRALEX® trademarks having been marketed for over 50 years. This team recently joined SYNTECA®.

Our main competitors include Lanxess, a German chemicals producer that offers a range of products for the tire and general rubber goods industries, Versalis, one of the top European rubber producers, Trinseo, international manufacturer of plastics, latex and rubber and Kumho Petrochemical, a multinational chemical company based in South Korea which focuses on synthetic rubber, synthetic resins, specialty chemicals, electronic chemicals, energy, building materials and advanced materials.

Styrene Plastics Segment

Overview

We were one of the top polystyrene and expandable polystyrene producers in Europe in 2014. Our Styrene Plastics segment produces four main types of products obtained in the styrene polymerization process, which each differ in their application: EPS, GPPS, HIPS and XPS. For the year ended December 31, 2014 our Styrene Plastics Segment generated revenues of PLN 1,905.1 million and EBITDA of PLN 159.2 million.

Main Products and End-Uses

EPS is a polymer compound which is used as a feedstock for styrofoam production. EPS may contain additives enhancing the process or giving the foam specific properties, for example fire-retardant properties, agents for reducing heat transfer and water absorption, external lubricants for enhanced processing, and colorants. Our EPS products are sold under the brand name InVento®, InSphere® and SYNTHOS EPS.

• InVento® is self-extinguishing expandable polystyrene with low thermal conductivity and a reduced amount of blowing agent. The material is formed by spherical polystyrene particles that contain a flame

retardant system and a hydrocarbon blowing agent. Their surface is treated against adhesion during processing and the formation of electrostatic charges. InVento® 0814FR is mainly used in the production of thermal insulation blocks for heating buildings.

• InSphere® type 0513F, 0814F and 1020F is self-extinguishing EPS with a reduced thermal conductivity. InSphere® type 0513FR-P is self-extinguishing EPS with a reduced water absorption and reduced amount of hydrocarbon blowing agent. The materials are formed by spherical polystyrene particles that contain a flame retardant system and a hydrocarbon blowing agent and their surfaces are treated against gluing during processing and the formation of electrostatic charge. InSphere® 0513F is mainly used for the production of shipping packaging for glass and electrical goods, building bricks, floor and roof shaped parts and other thermal insulation products. InSphere® 0814F is mainly used for the production of thermal insulation blocks and in packaging technology. InSphere®1020F and 1640F is mainly used for the production of thermal insulation blocks. InSphere® 0513FR-P is mainly used for perimetric and skirting boards shipping packaging for glass and electrical goods, building bricks, floor and roof shaped parts; and other thermal insulation products.

• Synthos EPS (KOPLEN F and OWIPIAN FS) are self-extinguishing EPS products. The product takes the form of spherical polystyrene “pearls” containing flame retardants and a hydrocarbon-based blowing agent in a concentration below 7% weight. SYNTHOS EPS FR (KOPLEN FR) is a self-extinguishing type of expanded polystyrene with reduced hydrocarbon-based blowing agent. The product comes in a form of polystyrene “pearls” containing a flame retardant and hydrocarbon-based blowing agent in a concentration below 5% weight. SYNTHOS EPS FR is an environmentally-friendly alternative to EPS for its considerably lower amount of blowing agent released to the atmosphere (by around 30%). Low residual content of the blowing agent in the finished products allows also a considerable reduction of the stabilization time. SYNTHOS EPS S (KOPLEN S) is a standard (combustible) expanded polystyrene product in a form spherical “pearls,” containing below 7% hydrocarbon blowing agent, but contains no flame retardants.

Our GPPS and HIPS products are as follows:

• SYNTHOS PS GP 137, 152, 535, 154, 525, 171, 585C, 174 and 545 GPPS with high-specification optical properties, gloss and increased heat resistance. It is a thermoplastic material designed for injection molding, extrusion, thermoforming and blow extrusion. SYNTHOS PS GP 585A is a GPPS with excellent optical properties, gloss, high heat resistance and mechanical strength. It is a thermoplastic material designed for extrusion, thermoforming and injection molding. SYNTHOS PS GP 585X is a GPPS of high- specification t heat resistance and good rheological properties. It is a thermoplastic material designed for extrusion, thermoforming and injection molding.

• SYNTHOS PS HI 336M is a high-impact polystyrene (HIPS) with very easy flow, making it easy to process. It is a thermoplastic material designed for injection molding. SYNTHOS PS HI 552M is high-impact polystyrene (HIPS) with a balanced combination of rheological, mechanical and thermal properties, suitable for use in general applications. It is a thermoplastic material designed for injection molding and extrusion. SYNTHOS PS HI 562E and 945E is a type of HIPS with properties suitable for extrusion and thermoforming. SYNTHOS PS HI 662E is a type of HIPS with a matte appearance and properties that are suitable for extrusion and thermoforming.

Our XPS products are as follows:

• Synthos XPS PRIME and Synthos XPS PRIME S are modern ecological insulation products, with a formula that is based on Synthos XPS white board.

Customers

In the Styrene Plastics Segment, we focus our operations mainly on servicing the construction industry, manufacturers of EPS and XPS packaging. Our main customers in this product group EPS include Arbet (Koszalin), GPS (Poland), Termo Organika (Kraków), Austrotherm (Oświęcim), Bachl (Germany), Lippstaedter (Germany), Saint Gobain (Germany). GPPS and HIPS are sold mainly to the packaging industry, primarily to operators in the food sector. Our main customers in this product group are Krakchemia (Kraków) and Huhtamaki Foodservice Group (Skierniewice) in Poland, Coveris Group (France), Polycasa (Belgium), Greiner (Austria), DFI (Italy). We sell XPS boards using two channels: wholesalers of building materials and EPS converters, who buy raw material for the production of EPS boards, and also to resell finished XPS insulation boards. Main customers in this product group are: Termo Organika (Kraków), Saint-Gobain (Czech Rep.), Styroprofile/Styrotrade (Czech Rep.), SIG (Kraków).

Raw Materials and Energy

We produce styrene from ethylene and benzene and use it to manufacture our own derivatives, i.e., polystyrene, EPS and synthetic rubber. XPS is produced on the basis of our own raw materials, such as GPPS. We also purchase a certain volume of styrene at the market and as a result of the large amounts we purchase, we are able to negotiate favorable prices with price formulas.

Competition

We were the fourth combined largest manufacturer of EPS in Europe and largest manufacturer of XPS in Central and Eastern Europe in 2014.

Our main competitors are Styrolution and Total. Styrolution is a joint venture set up by BASF and INEOS, which focuses mainly on synergies resulting from asset consolidation and price synergies achieved by virtue of the large scale of its operations, vertical integration and large-scale production plants. INEOS is one of the largest chemical companies globally in terms of revenues and Europe’s largest producer of EPS, with a focus on delivering products with excellent insulation properties, is vertically integrated, and has a large product portfolio.

Dispersions, Adhesives and Latex Segment

Overview

Our Dispersions, Adhesives and Latex Segment produces acrylic dispersions, styrene and acrylic dispersions, dispersions of vinyl acetate polymers; wood- and paper- adhesives and two different types of synthetic latex: concentrated styrene butadiene and styrene butadiene carboxylic latex. The main application of these materials is the production of high quality paints, acrylic plasters, primers, sealers and many other construction chemicals. Polyvinyl acetate dispersions are used in the manufacture of adhesives for wood and in the paper, textile and construction industries. The textile industry and the construction industry use polyvinyl acetate dispersions to enhance textile fabrics and for the modification of concrete and paint production, respectively. Our adhesives are used mainly in the wood, furniture-making and paper industries. . For the year ended December 31, 2014 our Dispersions, Adhesives and Latex Segment generated revenues from sales of PLN 169.5 million and EBITDA of PLN 10.3 million.

Main Products and End-Uses

Our current portfolio of dispersions offered on the market includes 18 products sold under the registered trade names Osakryl® and Winacet®.

• Osakryl® is the registered trade name for a range of water-based acrylic, styrene-acrylic and vinyl-acrylic copolymer dispersions, obtained with the addition of ionic or nonionic surfactants. The Osakryl® range may be used at either its full concentration, or diluted with water. The products are miscible with other polymer and copolymer dispersions, with inorganic fillers and pigments as well as with other additives intended for water-based products. Once the water has evaporated, a uniform, transparent film is formed, with good adhesive properties when applied to various types of mineral substrates, particularly cement, cement-lime, wood and other porous materials.

• Winacet® is the registered trade name of a range of products we manufacture based on polyvinyl acetate. The Winacet® range is an aqueous dispersion, obtained by a process entailing the emulsion polymerization of vinyl acetate using polyvinyl alcohol as a protective colloid or nonionic emulsifiers. Some products in the range also contain a plasticizing agent. Plasticized products do not contain phthalate plasticizers.

Our current portfolio of adhesives contains two brand names: Woodmax® and Papermax®. Currently, sale targets have been realized for the portfolio of adhesives containing 46 products.

• Woodmax®

• Papermax®

Our portfolio of latexes contains two different types of synthetic latex:

• Concentrated styrene-butadiene latex (“LBS”) and styrene- butadiene carboxylic latex (“LBSK”) are used mainly in the production of elastic latex foam and latex mattresses, gelled or non-gelled foam carpet backings, adhesive floor coverings and other carpet backing, as well as for fabric finishing. Latex is also used for the production of bitumen emulsion (construction isolation material) and reinforcement meshes (modification of fiber glass). We currently offer 11 varieties of latex.

Customers

For the year ended December 31, 2014 and the year ended December 31, 2013, 61% and 63.8% of dispersions, respectively, in terms of volume, were sold in the Polish market and the remaining range is an aqueous dispersion, obtained in a process entailing the emulsion polymer. Our main customers for dispersions are the leading manufacturers of liquid chemical products for the construction industry, including Śnieżka, PPG Deco, IMCD, Atlas, Knauf, Tikkurila, Imprefarb. Our main markets also include Ukraine, Belarus, Greece, Italy, Spain, Romania and the Baltic countries. WOODMAX adhesives are mainly sold to manufacturers of furniture and doors and windows. PAPERMAX adhesives are designed for the paper industry and sold to manufacturers of paper, cardboard and paper packaging, among others. Synthetic latex sold by us is supplied primarily to customers who manufacture floor coverings and carpets, foam products (foam latex and mattresses) and bitumen emulsions for the construction industry. Our major customers include Derkim Kimya (Turkey), Artilat (Belgium), Beaulieu (Belgium).

Raw Materials and Energy

Our water dispersions are manufactured on the basis of acetate-vinyl and acrylate dispersions, styrene-acrylate dispersions, and copolymers of acrylate monomers, along with other monomers for construction chemical producers. We purchase these raw materials under both long-term and short-term agreements.

Competition

Our leading competitors in this segment are large international chemical companies such as BASF, DOW and Momentive that have large and diversified product portfolios.

Other Operations

We engage in auxiliary operations related to the production and distribution of thermal energy, heat and electricity generation and electricity trading and distribution. Our power plants are located on our industrial sites in Oświęcim (Poland) and Kralupy (the Czech Republic). In Oświęcim, our main fuel is hard coal bought from local mines. In addition, we derive a portion of our energy from “coal bed methane” (fuel gas extracted in some underground mines in order to make coal extraction). In the Czech Republic, our main energy sources are natural gas and, to a certain extent, fuel oil. In 2014, total fuel costs for our power plants amounted to PLN 323,8 million of the total cost of goods sold.

In addition, we are involved in a limited number of other activities, including maintenance services, logistics, laboratory services and warehouse leasing.

For the year ended December 31, 2014 our Other Operations (including energy) generated revenues from sales of PLN 235.1 million and EBITDA of PLN 120.5 million, respectively.

Sales and Marketing

We sell synthetic rubber predominantly to global producers of tires, such as Michelin, Pirelli, Goodyear, Bridgestone and Continental, many of which are well known market leaders. Our production facilities are strategically located near these key customers in Central Europe with easy access to their tire plants, as well as to areas of growing demand.

Our marketing team is comprised of five people. Our marketing strategy is initiated by our global marketing team, with specific market activities further developed and implemented within our segments. In particular, our global marketing team is responsible for general market analyses and advertisement and promotion, while each segment’s marketing team tailors and implements this marketing strategy within its segment by conducting market analyses, monitoring customer satisfaction, analyzing competition, promoting our products in new markets outside Europe and developing effective sales plans.

Raw Materials

Our main raw materials are butadiene, C4 fraction, ethylene, benzene and styrene, of which butadiene is most significant for our business. For the year ended December 31, 2014, butadiene accounted for 24,3% of our total raw materials expenses. We buy or derive butadiene from C4 fraction. Another important raw material for our business is styrene which we produce from ethylene and benzene (through ethylbenzene) at our Czech site. In Poland, we produce styrene from ethylbenzene which is transported from our plant in the Czech Republic. For the year ended December 31, 2014, our self-sufficiency in key inputs were as follows: approximately 74%, 83%, 100%, 166% and 238% for butadiene, styrene, ethylbenzene, heat and electricity, respectively.

Our main suppliers include European petrochemical producers such as PKN Orlen (which together with Unipetrol forms one group), Sabic and OMV, who deliver raw materials to our production facilities in the Czech Republic and Poland. Our regional production facilities are also linked through pipelines with some of our suppliers, including a pipeline with Unipetrol through which we obtain C4 fraction and ethylbenzene for our production facility in the Czech Republic, or our pipeline with Braskem through which we will obtain butadiene for our production facility in Brazil. In addition, Butadien

Kralupy a.s., our joint venture with Unipetrol, provided us with approximately 52% of our annual supply of butadiene for the year ended December 31, 2014, which is the key raw material for our synthetic rubber production at our production facility in the Czech Republic. The recent trend relating to the shutdowns of European crackers may have an impact on the availability of our ethylene and butadiene market.

The following is a detailed list of the contractual arrangements under which we source our main raw materials:

• Purchases of butadiene, which is used for the production of synthetic rubber and latex, are carried out primarily under long-term contracts with suppliers with stable market positions. These long-term contracts are from three to ten years or are concluded for an undefined period. Certain of them include the provisions of renewal of rights. Raw materials purchased are based on pricing formulas related to butadiene quotations. In addition to securing raw material supplies through long-term agreements, we purchase small amounts of butadiene under short-term contracts.

• Vinyl acetate monomer, which is used for the manufacture of vinyl and vinyl-acrylic dispersions, is purchased under annual as well as short-term contracts with suppliers offering the best commercial terms at a given time.

• Ethylene and benzene used for ethylbenzene production is purchased primarily under long-term contracts concluded with Unipetrol, which are valid until the end of 2017, with prices based on the pricing formulas related to ethylene and benzene quotations. Additionally, small amounts of benzene are purchased under short-term contracts at the current market price.

• Purchases of C4 fraction used in the production of butadiene are made under long-term contracts with prices based on the pricing formulas related to naphtha quotations.

• Auxiliary raw materials for all types of chemical production, due to their relatively high level of availability, are purchased mainly under short-term contracts in order to obtain the best commercial terms at a given time.

We choose our raw material suppliers from among the most reliable producers and suppliers offering the most competitive terms. All our raw material suppliers are subject to constant reviews and assessments.

Key sources of energy

Our power plants are located on our industrial sites in Oświęcim, Poland and Kralupy, Czech Republic. In Oświęcim, our main fuel is hard coal bought from local mines. In addition, we derive a portion of our energy from “coal bed methane,” which is fuel gas extracted in some underground mines used for coal extraction. In the Czech Republic, our main energy sources are natural gas and, to a certain extent, fuel oil. For the year ended December 31, 2014, our energy costs accounted for 7,1% of our total operating expenses of Synthos Group.

Our Production Facilities

We operate two production facilities in Poland and in Czech Republic for the production of synthetic rubber and styrenics.

The table below provides an overview of our production facilities and the main products manufactured at such production facilities as at December 31, 2014 (except for the utilization rate, which is for the year ended December 31, 2013):

Production Country Segment Main Products Capacity (kt/y) Poland ...... Synthetic Rubber ESBR, NBR. HSR 185 EPS EPS 105 XPS XPS 165 PS HIPS, GPPS 50 Dispersions & Adhesives Dispersions, Adhesives 458 Latices Latex 16 Czech Republic ...... Synthetic Rubber ESBR 110 NdBR 80 EPS EPS 105 XPS1 XPS 165 PS HIPS, GPPS 80

1 in thous. m3

In 2013, we started work on a production facility for modern SSBR rubber in Oświęcim, Poland. At the beginning of 2014, we began installation works, including the construction of a chemical and storm drain system. As at December 31, 2014, we have completed earthworks, reinforcement, concrete and insulation works, as well as the construction of a reinforced concrete structure for the plant. We believe that the plant could be ready to begin production in the third quarter of 2015.

In addition, we own 49%in a joint venture established together with Unipetrol, which provided us with 51% of our annual requirements for butadiene for the year ended December 31, 2014, which is the key raw material for our synthetic rubber production at our production facility in the Czech Republic.

We are also planning to build an NdBR facility in Rio Grande do Sul, Brazil, which is scheduled to start operations within the next few years. This production facility would produce NdBR for high-performance car and truck tires with enhanced properties and various technical rubber products based on a license granted by Michelin. The planned capacity of the production facility is expected to be up to 90,000 tons per year. Commencement of construction is contingent on entrance into force of raw materials supply agreements, including butadiene supply agreement with Braskem executed in October 2013. We have also entered into off-take arrangements with Michelin and Pirelli involving pre-sold volumes of NdBR from our Brazilian facility to support our future production capacities. We can make no assurances that such contracts will enter into force and that construction of the planned NdBR production facility in Brazil will commence at such point.

Research and Development

We consider research and development activities an important tool for competing effectively and we commit significant resources to such activities.

Our research and development team is based both in Poland and the Czech Republic. The department of 52 people focuses mainly on three strategic areas: synthetic rubber, polystyrene (expandable) plastics as well as dispersions and adhesives. We own key intellectual property and know-how in these fields. Our R&D department has many ongoing research collaborations with external institutes, which range from outsourcing of non-core activities to co-development. We currently maintain an international network with reputable institutes, e.g. University of New Hampshire (USA), Global Bioenergies (France), Fraunhofer Polymer Pilot Plant Center (Germany), Akron Rubber Development Laboratory (USA), Elastomer Research Testing BV (Holland), University of Bath (UK) and VSCHT (Czech Republic). This allows us to develop the innovative products in a timely and cost-effective manner, guided by our clients’ preferences and specifications.

Our research and development activity in 2014 focused on development of three strategic areas: synthetic rubbers, polystyrenes (expandable), and dispersions and adhesives.

Last year construction of the second stage of the R&D center, focusing on development of new synthetic rubbers and expandable polystyrenes. In addition, work on several tens of projects was continued. Our recent new product introductions include:

• InVento 814FR - grey self-extinguishing expandable polystyrene (EPS) with a low thermal conductivity and reduced amount of blowing agents. Styrofoam produced from InVento reaches thermal conductivity of λ 0.032 W/m*K.

• Osakryl APS 040 - acrylic dispersion for production of self-adhesives (PSA – Pressure Sensitive Adhesives) for different types of adhesive tapes.

• New polystyrene products: Koplen S (expandable polystyrene product in the form of spherical “pearls,” containing less than 7% of hydrocarbon blowing agent, but containing no flame retardants; very low-benzene product; used in manufacturing packaging.), InSphere (expandable polystyrene with improved thermal insulation properties; mainly used in the production of shipping packaging for glass and electrical goods, building bricks, production of thermal insulation blocks and in packaging technology and for perimetric and skirting boards shipping packaging for glass and electrical goods) and InSphere P (expandable polystyrene with reduced water absorption and reduced amount of hydrocarbon blowing agent; used for manufacturing perimetric boards)

• New adhesive products: Osakryl AP 40 (a water dispersion of acrylic copolymer produced in the presence of emulsifying system composed of ionic and non-ionic surface active agents; designed for the formulation of deep penetrating primers and wood stains or impregnations) and Woodmax FF 12.47 (an adhesive based on water dispersion of polyvinyl acetate and enriching additives for wood applications).

Other projects will be successfully implemented in the next years.

In 2013, we completed another stage of construction of our new research and development center in Oświęcim, Poland, which allowed us to commence synthesis processes (laboratory and semi-technical scale) in the main laboratories, and analytical and application research. At the beginning of 2014, we started our R&D activities in the analytical laboratory of our new R&D center in Oświęcim. The new research and development center will allow us to develop new products and gradually transition from producing commodity chemical products to more specialized products with higher margins. The main goal of the research and development center is to develop and implement new and innovative products, with a particular focus on producing new types of styrene-butadiene synthetic rubber through polymerization in solution. This new type of synthetic rubber will allow tire manufacturers to develop products with a much lower rolling resistance and improved adhesion to surfaces, which will translate into a significant reduction in fuel consumption and improved safety. The research and development center will also focus on developing new technology for manufacturing raw materials, such as butadiene, for the synthesis of the new synthetic rubber that is to be developed. This technology will be based on renewable raw materials, which will allow us to be less dependent on oil, for which prices can be more volatile prices. In addition, we have also recently established a cooperation agreement a French biotechnology company to develop a biobutadiene manufacturing technology through the direct fermentation of sugar. Our investment in developing a biotechnological method of obtaining butadiene will insulate us from the high prices of butadiene, as we could obtain at lower prices from biofeedstock. Additionally, we will be able to reduce our exposure to the risk of a limited supply of petrochemical butadiene, for example if naphtha crackers were to close due to the expansion shale gas exploration.

Information Technology

We use several business support applications. An enterprise resource planning (“ERP”) platform supports most of our basic management and business processes, and supports our process of forecasting and budgeting, both in terms of sales, production, purchasing, as well as fixed and variable costs and cash flow. Budgeted activities are recorded operationally in different operational modules, which allow us to oversee processes and at the same time monitor and block undesirable actions (such as exceeding customer credit limits, late payments or shortages/surplus in inventory levels).

In addition to our ERP system, we use tools for analyzing and reporting data such as the MicroStrategy Business Intelligence system. Moreover, advanced warehouse management, registration of manufactured goods and preparation of customer shipments are carried out using the Warehouse Management System—Oprtipromag. We have not had any significant information technology problems in the past.

Intellectual Property

We have developed and maintain an extensive portfolio of registered patents and trademarks. Proprietary protection of our processes, apparatuses, and other technology and inventions is important to our business. In addition to our patents, patent applications, trademarks and know-how, we are party to certain licensing arrangements and other agreements authorizing us to use trade secrets, know-how and related technology or operate within the scope of certain patents owned by other entities. Because of the breadth and nature of our intellectual property rights and our business, we are not wholly dependent on any single intellectual property right.

We are not aware of any threatened, proposed or actual proceedings that have or will be brought against us for infringement of third party rights or any infringement of our rights by third parties that if successfully prosecuted would have a material adverse effect upon our business, results of operations, financial condition or prospects.

Environmental, Health and Safety Matters

Environmental Performance

Like other chemical manufacturers, our operations are subject to a broad range of environmental laws and regulations. Our manufacturing processes use many chemicals, gases and other hazardous substances. We strive to minimize the impact of our operations on the environment through an efficient use of raw materials and energy, waste management and the development and application of solutions aimed at reducing air, water and soil emissions, and improving the security of our technological installations.

We are also subject to increasingly stringent environmental, health and safety (“EHS”) laws and regulations, including those governing air emissions; water supply, water use and discharge into the water; the construction and operation of sites; the use, management, storage and disposal of waste and other hazardous materials; the health and safety of our employees; the investigation and remediation of contaminated land; and the health and safety impact of our products. We are required to obtain and periodically renew permits or licenses for industrial operations that result in discharge into the soil, air or water as well as the use and handling of waste and other hazardous materials. Such permits and licenses establish limitations and standards with respect to our operations that require compliance. We maintain the highest standard of care and employ adequate staffing to properly dispose of waste. Our sites are regularly audited and inspected by governmental bodies in each of Poland and the Czech Republic.

Among other EHS laws and regulations, we expect that our business will be affected, over the next few years, by new legal requirements under the IED, the EU ETS, the environmental liability directive (“ELD”) and the REACH

Regulation which imposes significant obligations on our business with respect to the testing, evaluation, assessment and registration of basic chemicals and chemical intermediates. The IED and EU ETS directives aim at reducing the emission of pollutants and greenhouse gases into the air. In particular, the IED will introduce tighter emissions standards for SO2, NOx and dust from existing heat and power plants such as ours, effective from January 1, 2016.

We expect capital expenditures for environmental issues in the near term to be allocated to eco-innovative and energy- saving solutions. We estimate that we will spend approximately PLN 183,6 million in 2015.

Health and Safety

Our main environmental initiative is in relation to our energy sources, such as the installation for desulphurization and NOx removal. In addition, our new coal boilers in Poland and the Czech Republic will comply with all European and Polish environmental requirements. In addition, we are committed to manufacturing safe products and achieving an incident-free workplace. To protect employees, we have established health and safety policies, programs and processes at all our sites.

Our employees’ safety is one of our priorities. We constantly monitor work conditions, making improvements as necessary. Our employees play a key role in this process by providing suggestions for improvement during risk assessments, which are reported under our specialty management system KAIZEN. During the last five years, we have not had any fatal accidents and accidents causing serious injury.

Employees

As at December 31, 2014, we had 2,208 full-time equivalent employees, principally located in Poland and the Czech Republic, of which 802 were located in Poland and 1,406 were located in the Czech Republic.

As a result of the technical nature of our business, we maintain a highly qualified and skilled workforce and emphasize the importance of regular training and development by participating in training programs. We also promote employee development through our annual bonus scheme.

We believe that our labor relations are good. Our conditions of employment are negotiated with trade unions each year. Negotiations usually start in the third quarter of the year and finish with the signing of an agreement which outlines the new conditions that become part of our internal labor law. In Poland, we are also subject to certain Polish wage regulations and some of our employees are party to a collective bargaining agreement. In the Czech Republic, we operate under collective bargaining agreements. We generally aim to systemize and standardize our wages, with minor distinctions, in compliance with legal regulations. 54% of our employees in Poland and 29% in the Czech Republic are trade unions representatives. In the last five years, we have not been involved in any disputes with trade unions.

We do not have any employee share plans.

Insurance

We believe that the types and amounts of insurance coverage we currently maintain are in line with customary practice in our segments of the chemicals industry and are adequate for the conduct of our business. More specifically, we have insurance policies with a number of international and local insurance companies relating to certain operating risks, including certain property damage, operational and product liability, cargo in transit insurance (for certain companies), rolling stock and vehicles insurance (in certain locations) and receivables insurance (for certain receivables).

Legal Proceedings

We are involved in a number of legal proceedings in connection with our operations in the ordinary course of our business. These may include actions by regulatory authorities, tax authorities, suppliers and customers, employment-related claims, contractual disputes, claims for personal injury or property damage that occur in connection with our services performed relating to projects or construction sites, tax assessments, environmental claims and other matters. Many of our contracts contain provisions relating to alternative dispute resolution proceedings in order to settle any contract disputes. If the parties to the contract are unable to reach an agreement, legal proceedings may be necessary to resolve the dispute.

We are not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) which may have, or have had a significant effect on our financial position or profitability during the twelve months preceding the date of this Listing Particulars.

MANAGEMENT

Synthos S.A.

In accordance with Polish corporate law, we conduct our decision-making processes through the general shareholders’ meeting, the Supervisory Board and the Management Board. The powers of, and relationships among, these governing bodies are governed by the applicable provisions of the Commercial Companies Code, our articles of association and internal by-laws including Management Board and Supervisory Board by-laws.

Supervisory Board

As at the date of this Listing Particulars, our Supervisory Board is comprised of the following members:

Name Age Position Jarosław Grodzki ...... 48 Chairman Mariusz Waniołka ...... 48 Vice Chairman Krzysztof Kwapisz ...... 55 Vice Chairman Grzegorz Miroński...... 47 Secretary Robert Oskard ...... 53 Member

The following is a summary of the business experience of the members of our Supervisory Board:

Jarosław Grodzki is a graduate of the Faculty of Finance and Statistics at the Warsaw School of Economics. In 1994 he graduated from the Postgraduate School of Taxation at the Warsaw School of Economics. From 1992 to December 1997 he worked at Bank Handlowy w Warszawie S.A. He participated in the organization of Centrum Operacji Kapitałowych Banku Handlowego w Warszawie S.A., and then worked in the Department of Issuance of Securities of the Commercial Bank, initially as department head and then as Division Chief. In 1996, he was appointed Director of Financial Advisory Services. In the first half of 1998, Mr. Grodzki was employed at Hydrocentrum S.A. as the Advisor to the CEO. Later that year he joined Echo Investment S.A, initially as Director of Sales, then as Vice-President of the Board, and served as President of the Board from 2007 - 2008 as President of the Board of Echo Investment S.A. From 2002 to 2007 and from 2007 to 2008 he was a proxy and President of the Board of Est On Property Management sp. z o.o., respectively. Since 2010 he has been the Managing Director of Columbus Prime sp. z o.o. Since 2011, he has been a Managing Director of FTF Galleon S.A. and since 2012 of Columbus Pro sp. z o.o.

Mariusz Waniołka is a graduate from the Kraków University of Economics. Between September 1992 and May 1994, he worked at Sando sp.z o.o. From May 1994 to August 1994, he was employed with Pilkington Sandoglass sp. z o.o. From 1994 to 1996, he worked at the Warsaw-based company PepsiCo Trading sp. z o.o., most recently in the position of Finance Director. Between November 1996 and June 2001, he worked as Finance Director for the Kielce-based company NOMI S.A. where from December 1997 he also held the post of Vice-Chairman of the Management Board of NOMI S.A. In 2005, he was temporarily relocated for a period of three months to perform certain duties as a member of the Management Board of Synthos S.A. and in 2007 he was temporarily relocated for a period of three months to perform duties as a member of the Management Board of Echo Investment S.A. Currently, Mr. Mariusz Waniołka holds the post of Administrative Director at Pro-Service sp. z o.o. based in Kielce and is also a member of the supervisory boards of: Rovese S.A., Barlinek S.A., Megastore.pl. S.A., Sklepy Komfort S.A., North Food Polska S.A., Ustra S.A. and Echo Investment S.A. He was also a member of Synthos S.A.’s Supervisory Board during its fifth and sixth term of office.

Krzysztof Kwapisz is a graduate of the Mechanical Engineering Department at the Kielce University of Technology. In 1987, he started work at Przedsiębiorstwo Wielobranżowe in Kielce as Deputy Chief Technical Officer. From 1990, he worked at Przedsiębiorstwo Wielobranżowe “Sigma,” initially as Vice-President and later as President. Beginning in 1993, he worked at Echo Investment S.A. in Kielce, initially as Chief Business Development Officer and then from January 1, 1995 to 1998 as Finance Director, then Managing Director until 2004. He is currently a proxy of Echo Investment S.A. He was Chief Business Development Officer at Przedsiębiorstwo Budowlane “Mitex” from 1994-1998. Previously, Mr. Kwapisz was a member of the supervisory boards of: Cersanit S.A, Barlinek S.A. and Ultra Pack S.A. From 2006 to 2010, he was a Chairman of the Management Board at Magellan Pro-Equity Fund I, S.A.

Grzegorz Miroński is a lawyer. He studied law at the Department of Law and Administration of Jagiellonian University and graduated in 1992. Since 1997, he has provided legal services to many companies, some of which are listed on the Warsaw Stock Exchange. In 1997 he started his relationship with Echo Investment S.A., where he advised on the company’s largest investment projects, many of its financing arrangements and also on its current operations. Moreover, Mr. Grzegorz Miroński has worked for companies such as Cersanit S.A., Barlinek S.A., and Media Projekt sp. z o.o., where he worked on their investment and financing projects. Mr. Grzegorz Miroński also runs a law firm and is a member of the supervisory boards of the following companies: Barlinek S.A, Rovese S.A., Sklepy Komfort S.A., North Food S.A., Ustra S.A. and Megastore.pl S.A. Mr. Grzegorz Miroński is currently a member of Synthos S.A.’s Supervisory Board and he also held this position during its fifth term of office until October 10, 2007.

Robert Oskard is a graduate of the Warsaw University of Technology, Faculty of Technical Physics and Applied Mathematics. From 1987 to 1990, he worked at Fabryka Łożysk Tocznych Iskra as an IT designer and programmer, and between 1990 and 1992, at the Province Office in Kielce as the Head of IT. From 1992 to 2000, he was employed at Exbus S.A. as Director of Financial analysis and Planning, Corporate Development Director and Director of the Management Systems. From 2000 to 2002, he worked as Strategic Projects Director at Echo Investment S.A. After which, he was the Managing Director at Columbus Pro-Equity Fund II Sp. z o.o., Magellan Pro-Equity Fun I S.A. and Columbus Prime sp. z o.o. Currently, he is the Managing and Commercial Director at Columbus Pro sp. z o.o. In the past, Mr. Oskard was the president or a member of several other supervisory boards, some of which were public companies, such as North Food S.A. from 2007-2011. Currently, in addition to Synthos S.A., Mr. Robert Oskard is a member of the supervisory boards of: Echo Investment S.A., SYNTHOS Kralupy a.s., Barlinek S.A., Rovese S.A., Sklepy Komfort S.A., Megastore.pl S.A. and Ustra S.A.

Supervisory Board Practices

The Supervisory Board is responsible for supervising the Company’s activities in accordance with the provisions of the Polish Commercial Companies Code and other laws. The Supervisory Board is also authorized to conclude on behalf of the Company agreements with members of the Management Board and represent the Company in disputes with the members of the Management Board. The Supervisory Board may authorize, by resolution, one or more members to perform such legal actions.

Pursuant to Article 14 of the Company’s articles of association, the Supervisory Board consists of not less than five members. The maximum number of Supervisory Board members is seven. The composition of the Supervisory Board is determined in each case by the General Meeting of the Company. The Supervisory Board is appointed for a joint term of three years. Pursuant to Article 385 of the Commercial Companies Code, the General of the Company appoints and revokes the Supervisory Board. The Company’s articles of association do not provide any other manner of appointing and revoking members of the Supervisory Board. Pursuant to the articles of association, the Supervisory Board elects from its members the President and one or two Vice-Presidents and the Secretary. For the proper performance of its activities, the Supervisory Board may appoint special teams and experts from outside the Supervisory Board in order to develop relevant opinions or expert reports. The Supervisory Board performs its tasks and competences collectively at the meetings of the Supervisory Board by written vote and through supervisory and control activities in the form of: (i) a right to request the Management Board and the employees of the Company submit all documents, reports and explanations concerning the Company’s operations and (ii) the right to review the state of the Company’s assets.

The Supervisory Board holds meetings when needed, but at least on a quarterly basis. The meetings of the Supervisory Board are convened by the President of the Supervisory Board and if he is unable to do so due to objective reasons, by one of the Vice-Presidents, on his own initiative, or at the request of the Management Board or one of its members.

The Supervisory Board prepares and submits to the General Meeting a report on the results of the Company’s financial statements and the Management Board’s proposal regarding the distribution of profit/ loss coverage, together with the report on the activities of the Supervisory Board.

The address of the Supervisory Board is the registered office of Synthos S.A., at Chemików 1, 32-600 Oświęcim, Poland.

Board Committees

No committees operate under the Supervisory Board. Matters are addressed collectively by our Supervisory Board and decisions are made in the same manner. The members who sit on the Supervisory Board have the knowledge and competence appropriate to their position.

Management Board

As at the date of this Listing Particulars, our Management Board is comprised of the following members:

Name Age Position Tomasz Kalwat ...... 38 President Tomasz Piec ...... 46 Member Zbigniew Lange ...... 45 Member Zbigniew Warmuz ...... 51 Vice-President Jarosław Rogoża ...... 42 Member

The following is a summary of the business experience of the members of our Management Board:

Tomasz Kalwat is a lawyer. He graduated from the Warsaw University Faculty of Law, School of Economics and the Banking and Finance and University of Ottawa, where he was a recipient of the Edward Berry McDougall Scholarship. In 2001-2006, he was a lecturer at the Warsaw University Faculty of Law. He has previously worked at Altehimer & Gray (2001-2002), GleissLutz (2002-2003), Baker & McKenzie (2004-2006). He joined Synthos S.A. in 2006, initially

70 as a consultant and then from 2009-2011 he was the Chairman of the Synthos S.A. Supervisory Board during its sixth term. He has been the President of the Management Board since May 13, 2011.

Zbigniew Warmuz is a graduate of Silesian University of Technology, specializing in business management. In 2004, he graduated from the Academy of Economics in Katowice. Between 1984 - 2006 he worked at POCH S.A., initially as a mechanic, and later as a master in the Department of Organic Production. In 1999, he became Product Manager for products for the heavy industry and electroplating. Until 2002 he worked as Head of Sales and Marketing and then became Chief Engineer and then Director of Production. He also served as a proxy in the Company. Since 2007, he has worked in the Group.

Tomasz Piec received his Master’s Degree from Kraków University of Economics, Management and Marketing, in 1994. He graduated from the University of Copenhagen in Business Management in 1992. He graduated from the Academy of Gastronomy and Wines D’Orsay in 1990. Since 1993, he has been employed at Elector sp. z o.o. in Kraków. Since 1994, he was the Regional Director of the REMY COINTREAU GROUP Polska. From 1995 to 2001, he was the Regional Manager at COLGATE PALMOLIVE Polska, and from 2001 to 2003, the Head of Sales at COLGATE PALMOLIVE Adria a.s. in the Balkans. Since 2003, he has been employed at Tchibo Polska as Sales Director. From 2004 to 2007, he was a board member of SIGMA-KALON DECO Polska sp. z o.o. and in 2007, he was a board member of SIGMA-KALON Deco Eastern a.s. in Prague. Since 2008, he has been associated with the Group as Director of Sales.

Zbigniew Lange is a graduate of the Economics Section of the Faculty of Social Sciences at the Catholic University of Lublin. In 1994, he started as an economics specialist at Lubelskie Zakłady Zielarskie sp. z o.o. From October 1995 until September 1996, he worked in the Financial Analysis Department of Lublin’s Przedsiębiorstwo Przemysłu Chłodniczego S.A., becoming the department’s director in February 1996. At that time, he was also working with Biuro Konsultingowe TIM sp. z o.o. in Lublin, drawing up investment plans and financial analyses. Between 1996-1997, he was the Head of the Finance Department at the Lublin branch of Pepsico Trading sp. z o.o. From October 1997 to May 1998, he provided management services, incorporating the duties of Financial Director, to Cersanit-Krasnystaw S.A., with its registered office in Krasynstaw. In June 1998, he became a member of the management board of Cersanit S.A. and Cersanit Capital Group S.A. and was responsible for the company’s financial affairs. From December 2002 to December 2004, he performed the duties of Chairman of the Cersanit S.A. Management Board. Following this, he worked as Financial Director for Polmos Lublin S.A. and Medi-Sept sp. z o.o. In February 2007, he assumed the role of Financial Director for Opoczno S.A. and from 2007 to 2008, he performed the duties of Chairman of the Opoczno S.A. Management Board. Since 2008, he has worked in the Group and has been responsible for financial matters.

Jarosław Rogoża is a graduate of the University of Technology, where in 2001 he earned his PhD in Chemical Technology. He is also a graduate of the Executive MBA program run by the School of Banking in Poznań and of the Helsinki School of Economics, from which he graduated in 2004.From 2000-2006, he worked at GlaxoSmithKline Pharmaceuticals S.A., starting as a technologist in the manufacturing division, then, beginning in 2002, as Manager of Research and Development Projects in the Research and Development Division. From 2006-2009, he worked as Director of Research and Development and SHEQ at PPG Deco Poland sp. z o.o., where he was responsible for, in addition to research and development, quality management, environmental protection and health and safety. Since September 2009, he has worked for the Group as Director of Research and Development.

Management Board Practices

The Management Board exercises all the powers of management of the Company with the exception of the powers reserved by law or by the Company’s articles of association for other governing bodies of the Company. The Commercial Companies Code and the articles of association determine the competences and functions of the Management Board. Functions of the Management Board, as well as the matters that can be assigned to its members and the competences and responsibilities of individual members of the Management Board, are detailed by the Rules and Regulations of the Management Board, adopted by the Management Board and approved by the Supervisory Board. The employees of the Company are subject to the Management Board. The Management Board concludes and resolves employment agreements and determines their remuneration, pursuant to the rules determined by the Management Board and applicable law.

Pursuant to the Company’s articles of association, the Management Board consists of one or more members. The Management Board is appointed for a joint term of three years. The President of the Board and other Members of the Management Board are appointed by the Supervisory Board, which also determines the number of members of the Management Board. The Supervisory Board may dismiss the President of the Board, member of the Board or the whole Management Board before the expiration of the term of the Management Board. In addition, the members of the Management Board may be revoked or suspended at any time by the General Meeting.

Pursuant to the Rules and Regulations, the Management Board makes decisions at meetings by the adoption of resolutions. The Management Board holds meetings when needed, but at least once a month. Meetings of the Management Board are convened by the President of the Management Board. The President of the Management Board establishes the agenda and chairs the meeting of the Management Board. The Vice-President of the Management Board

71 exercises the rights of the President of the Management Board in the case of the expiry of the mandate of the President of the Management Board, until the new President of the Management Board is chosen, as well as during his illness or temporary inability to perform the function in the Management Board. The Management Board may adopt a resolution only if the meeting is attended by at least half of its Members, provided that all members of the Management Board were duly notified of the meeting.

Resolutions of the Management Board are adopted by an absolute majority of votes cast. In the event of equal split of votes, the Management Board President’s vote prevails. The appointment of proxy requires the consent of all the Members of the Management Board. Each Member of the Board may revoke the proxy.

The address of the Management Board is the registered office of Synthos S.A., at Chemików 1, 32-600 Oświęcim, Poland.

The Issuer

The Issuer was incorporated as a public limited liability company under the laws of Sweden on September 1, 2014, with registration number 556981-2927.

As at the date of this Listing Particulars, the board of directors of the Issuer is comprised of the following members:

Name Position Carl Henrick Hugo Nordenfelt ...... Managing Director Sten Axel Christian Wegenius ...... Member Zbigniew Lange ...... Chairman

The business address of Synthos Finance AB (publ) is Stureplan 4C, 4tr., 114 35 Stockholm, Sweden.

The Board of Directors of the Issuer is responsible for managing the business of the Issuer in accordance with Swedish law and the Issuer’s articles of association. The Board of Directors also represents the Issuer in its dealings with third parties and in court.

There are no potential conflicts of interest between any duties of the directors of the Issuer, and their private interests and/or other duties.

Administrative and corporate tasks will be performed by the employees of the Issuer and by a corporate service provider.

PRINCIPAL SHAREHOLDERS

As at December 31, 2014 our issued share capital amounted to PLN 39,697,500 and was divided into 1,323,250,000 ordinary bearer shares with a par value of PLN 0.03 each.

We are a public company and our shares are listed on the regulated market of the Warsaw Stock Exchange. Therefore, we do not have detailed information on all of our shareholders. We receive information on our significant shareholders only if these shareholders comply with the notification requirements prescribed by Polish law.

The following table sets forth the list of shareholders as at December 31, 2014, based on their notifications of holding at least 5% of votes at the shareholders meeting of Synthos.

Percentage of Number of votes voting rights at general at the general Percentage of shareholders’ shareholders’ Shareholder Number of shares share capital (%) meeting meeting Michał Sołowow, indirectly through subsidiaries: ...... 826,559,009 62.46% 826,559,009 62.46% FTF Galleon S.A ...... 682,918,112 51.61% 682,918,112 51.61% Ustra S.A...... 143,640,897 10.85% 143,640,897 10.85% Others(1) ...... 496,690,991 37.54% 496,690,991 37.54% Total ...... 1,323,250,000 100% 1,323,250,000 100%

(1) Other than the shareholders set forth in the table above and based on notifications of holding received at the shareholders meeting, no shareholder owns more than 5% of the shares in the Company.

DESCRIPTION OF THE NOTES

Synthos Finance AB (publ), a public limited liability company incorporated under the laws of Sweden, having its registered office at Stureplan 4C, 4tr., 114 35 Stockholm, Sweden (the “Issuer”) will issue €50,000,000 in aggregate principal amount of 4.000% Senior Notes due 2021 (the “Notes”) under an indenture (the “Indenture”) between, among others, the Issuer, Synthos S.A., a joint stock company organized under the laws of Poland (“Spółka akcyjna”) having its registered office at Chemików 1, 32-600 Oświęcim, Poland, as parent guarantor (the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor that guarantee the Notes, as subsidiary guarantors (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and Citibank, N.A., London Branch, as trustee (the “Trustee”) in a private transaction that is not subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Unless the context requires otherwise, references in this “Description of the Notes” to the Notes include the Notes and any additional Notes having identical terms and conditions to the Notes (the “Additional Notes”) that are issued. The terms of the Notes include those set forth in the Indenture. The Indenture will not incorporate or include or be subject to any of the provisions of the U.S. Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the Indenture and the Notes. This does not restate those agreements in their entirety. We urge you to read the Indenture and the Notes because they, and not this description, define your rights as holders of the Notes. Copies of the Indenture and the form of Note will be available as set forth below under “—Additional Information.”

Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture. You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” In this description, the term “Issuer” refers only to Synthos Finance AB (publ) and its successors and not to any of its Subsidiaries, the term “Parent Guarantor” refers only to Synthos S.A. and its successors and not to any of its Subsidiaries.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of €100,000 and any integral multiple of €1,000 in excess thereof.

Brief Description of the Notes and the Guarantees

The Notes

The Notes:

• will be general senior unsecured obligations of the Issuer;

• will rank pari passu in right of payment with all existing and future Indebtedness of the Issuer that is not subordinated in right of payment to the Notes;

• will rank senior in right of payment to all existing and future Indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes;

• will be effectively subordinated to any existing and future Indebtedness of the Issuer that is secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets securing such Indebtedness; and

• will be fully and unconditionally guaranteed by the Guarantors.

The Guarantees

The Notes will be guaranteed by the Guarantors. The Guarantee of each Guarantor:

• will be general senior unsecured obligations of that Guarantor;

• will rank pari passu in right of payment with all existing and future Indebtedness of such Guarantor that is not subordinated in right of payment to such Guarantee;

• will rank senior in right of payment to all existing and future Indebtedness of such Guarantor that is expressly subordinated in right of payment to such Guarantee;

• will be effectively subordinated to any existing and future Indebtedness of that Guarantor that is secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets

securing such Indebtedness, including, with respect to certain property and assets of certain Guarantors, that guarantee obligations under certain existing Credit Facilities; and

• will be structurally subordinated to all obligations of that Guarantor’s Subsidiaries that are not Guarantors.

Not all of the Parent Guarantor’s Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Parent Guarantor. As at and for the year ended December 31, 2014, the Guarantors represented PLN 4,587,570 million, or 99.3% of our consolidated revenues, PLN 621,659 million, or 97.8% of our consolidated EBITDA and PLN 3,581,048 million, or 160.2% of our consolidated net assets. Given the Issuer constitutes the part of the consolidated companies within the Group, the consolidated net assets should be reduced by 67.0% constituting the external indebtedness.

Synthos Finance AB (publ), a public limited liability company organized under the laws of Sweden, is a wholly-owned direct subsidiary of the Company. It is a finance company with no business operations or significant assets other than the Proceeds Bonds issued to the Company under the Initial Notes and the Proceeds Loan issued by it to Synthos Dwory 7, and which was formed on September 1, 2014. Consequently, as at and for the year ended December 31, 2014, the Issuer represented 0% of our consolidated EBITDA and -67% of our consolidated net assets. The only debts outstanding of the Issuer are the Initial Notes and the Additional Notes, and the Issuer will have no significant liabilities other than the Notes. The Issuer loaned the proceeds of the Initial Notes to the Parent Guarantor via the Proceeds Bond and the proceeds of the Additional Notes to Synthos Dwory 7 via the Proceeds Loan. The Issuer will be dependent on the ability of the Parent Guarantor and Synthos Dwory 7 to make payments under the Proceeds Bond and the Proceeds Loan to make payments under the Initial Notes and the Additional Notes, respectively.

As of the Issue Date, all of the Parent Guarantor’s Subsidiaries will be “Restricted Subsidiaries” for the purposes of the Indenture. However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Parent Guarantor will be permitted to designate Restricted Subsidiaries (other than the Issuer) as “Unrestricted Subsidiaries.” The Parent Guarantor’s Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. The Parent Guarantor’s Unrestricted Subsidiaries will not guarantee the Notes.

Principal, Maturity and Interest

On April 2, 2015, the Issuer issued €50,000,000 in aggregate principal amount of Notes as Additional Notes under the Indenture. The Issuer may issue further Additional Notes under the Indenture from time to time after April 2, 2015. Any issuance of Additional Notes will be subject to all of the covenants in the Indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, except as otherwise provided in the Indenture; provided that unless such Additional Notes are issued with a separate CUSIP or ISIN, such Additional Notes shall be fungible with the relevant series of Notes offered hereby for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will mature on September 30, 2021.

Interest on the Notes will accrue at the rate of 4.000% per annum. Interest on the Notes will be payable semi-annually in arrears on each March 30 and September 30, commencing on March 30, 2015. Interest on overdue principal and interest, including Additional Amounts (as defined herein), if any, will accrue at a rate that is 1% higher than the interest rate on the Notes. The Issuer will make each interest payment to the holders of record on the immediately preceding March 15 and September 15.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the then applicable interest rate on the Notes. In no event will the rate of interest on the Notes be higher than the maximum rate permitted by applicable law.

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Notes in the City of London. The Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC (as amended from time to time) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such

75 directive. The initial Paying Agent will be Citibank, N.A., London Branch, in London (the “Paying Agent” or “Principal Paying Agent”).

The Issuer will also maintain one or more registrars (each, a “Registrar”) for so long as the Notes are listed on the Irish Stock Exchange and its rules so require. The Issuer will also maintain a transfer agent in London. The initial Registrar will be Citigroup Global Markets Deutschland AG. The initial transfer agent will be Citibank, N.A., London Branch. The Registrar will maintain a register reflecting ownership of the Notes in the form of definitive registered notes (the “Definitive Registered Notes”) outstanding from time to time and will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Issuer.

The Issuer may change the Paying Agent, the Registrars or the transfer agents without prior notice to the holders. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or transfer agent in a newspaper having a general circulation in Dublin (which is expected to be the Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (www.ise.ie).

Transfer and Exchange

Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act (“Rule 144A”) will initially be represented by one or more global notes in registered form without interest coupons attached (the “144A Global Note”), and Notes outside the United States pursuant to Regulation S under the U.S. Securities Act (“Regulation S”) will initially be represented by one or more global notes in registered form without interest coupons attached (the “Regulation S Global Note” and, together with the 144A Global Notes, the “Global Notes”).

During the 40-day distribution compliance period (as such term is defined in Rule 902 of Regulation S), Book-Entry Interests in the Regulation S Global Note may be transferred only to non-U.S. Persons under Regulation S or to persons whom the transferor reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or otherwise in accordance with applicable transfer restrictions and any applicable securities laws of any state of the United States or any other jurisdiction.

Ownership of interests in the Global Notes (the “Book-Entry Interests”) will be limited to persons that have accounts with Euroclear SA/NV (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) or Persons that may hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements summarized below In addition, transfers of Book-Entry Interests between participants in Euroclear or Clearstream will be effected by Euroclear or Clearstream pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear or Clearstream and their respective participants.

Any Book-Entry Interest that is transferred as described in the immediately preceding paragraphs will, upon transfer, cease to be a Book-Entry Interest in the Global Note from which it was transferred and will become a Book-Entry Interest in the Global Note to which it was transferred. Accordingly, from and after such transfer, it will become subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in the Global Note to which it was transferred.

If Definitive Registered Notes are issued, they will be issued only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof, upon receipt by the relevant Registrar of instructions relating thereto and any certificates and other documentation required by the Indenture. It is expected that such instructions will be based upon directions received by Euroclear or Clearstream, as applicable, from the participant which owns the relevant Book-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as otherwise determined by the Issuer in compliance with applicable law, be subject to, and will have a legend with respect to, the restrictions on transfer summarized below.

Subject to the restrictions on transfer referred to above, Notes issued as Definitive Registered Notes may be transferred or exchanged, in whole or in part, in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Registered Notes. In connection with any such transfer or exchange, the Indenture will require the transferring or exchanging holder to, among other things, furnish appropriate endorsements and transfer documents, furnish information regarding the account of the transferee at Euroclear or Clearstream, where appropriate, furnish certain certificates and opinions, and pay any Taxes in connection

76 with such transfer or exchange. Any such transfer or exchange will be made without charge to the holder, other than any Taxes payable in connection with such transfer or exchange.

Notwithstanding the foregoing, the Issuer is not required to register the transfer of any Definitive Registered Notes:

(1) for a period of 15 days prior to any date fixed for the redemption of the Notes;

(2) for a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;

(3) for a period of 15 days prior to the record date with respect to any interest payment date; or

(4) which the holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

Additional Amounts

All payments made by or on behalf of the Issuer under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any of the Guarantors with respect to any Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Issuer under or with respect to the Notes or any of the Guarantors under or with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each holder after such withholding, deduction or imposition (including any such withholding, deduction or imposition from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed (pursuant to applicable Tax law of the relevant Tax Jurisdiction, such as, if applicable, a connection of a partnership that is attributed to the partners/beneficial owners) present or former connection between the holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (including being a resident of such jurisdiction for Tax purposes), other than the holding of such Note, the enforcement of rights under such Note or under a Guarantee or the receipt of any payments in respect of such Note or a Guarantee;

(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where Notes are in the form of Definitive Registered Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);

(3) any estate, inheritance, gift, sales, personal property, transfer or similar Taxes;

(4) any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;

(5) Taxes imposed on or with respect to a payment made to a holder or beneficial owner of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;

(6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Guarantee;

(7) any Taxes, to the extent such Taxes were imposed or withheld by reason of the failure of the holder or beneficial owner of Notes to comply with any reasonable written request of the Issuer addressed to the holder or beneficial owner and made at least 30 days before any such withholding or deduction would be payable to satisfy any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally entitled to provide such certification or documentation;

(8) any Taxes imposed on or with respect to any payment by the Issuer or the relevant Guarantor to the holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such holder been the sole beneficial owner of such Note;

(9) any Taxes, to the extent such Taxes were imposed pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto; or

(10) any combination of items (1) through (9) above.

In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Guarantee or any other document or instrument referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Guarantee (other than on or in connection with a transfer of the Notes that is not part of the initial resale of the Notes by the Initial Purchasers), or the receipt of any payments with respect thereto, or enforcement of, any of the Notes, any Guarantee or the Indenture.

If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Guarantee, each of the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than 45 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate(s) must also set forth any other information necessary to enable the Paying Agent to pay such Additional Amounts to holders on the relevant payment date. The Issuer and the relevant Guarantor will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary.

The Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. Upon reasonable request, copies of Tax receipts or other evidence of payments, as the case may be, will be made available by the Trustee to the holders and beneficial owners of the Notes.

Whenever in the Indenture or in this “Description of the Notes” there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated, organized, engaged in business for tax purposes, or otherwise resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Guarantee) and any department or political subdivision thereof or therein.

The Proceeds Loan

On the Issue Date, the Issuer loaned the proceeds from the Additional Notes issued on the Issue Date to Synthos Dwory 7 pursuant to intercompany loan (the “Proceeds Loan”).

The Proceeds Loan was denominated in euro and will bear interest at a rate at least equal to the interest rate of the Additional Notes. Interest on each Proceeds Loan will be payable semi-annually in arrears with sufficient time in advance to permit the Issuer to make payments of interest on the Additional Notes. The Proceeds Loan will provide that Synthos Dwory 7 will pay to the lender thereunder interest and principal that becomes payable on the Additional Notes and any additional amounts and premium, if any, due thereunder.

Except as otherwise required by law, all payments under each Proceeds Loan will be made without deductions or withholding for, or on account of, any applicable Tax. In the event that Synthos Dwory 7 is required to make any such deduction or withholding, it shall gross-up each payment to the Issuer to ensure that the Issuer receives and retains a net payment equal to the payment which it would have received had no such deduction or withholding been made.

The Proceeds Loan provides that all payments made pursuant thereto will be made by Synthos Dwory 7 thereunder on a timely basis in order to ensure that the Issuer can satisfy its payment obligations under the Additional Notes and the Indenture.

Guarantees

The Notes will be guaranteed by the Guarantors. On the Issue Date, the Guarantors will consist of the Parent Guarantor and Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j., SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o. and SYNTHOS PBR s.r.o. (each a “Subsidiary Guarantor”). The Guarantees of the Guarantors will be joint and several obligations of the Guarantors. Each Guarantee is a full and unconditional guarantee of the Issuer’s obligations under the Notes, subject to the contractual limitations discussed below.

The obligations of the Guarantors will be contractually limited under the applicable Guarantees to reflect limitations under applicable law with respect to maintenance of share capital, corporate benefit, fraudulent conveyance and other legal restrictions applicable to the Guarantors and their respective shareholders, directors and general partners. For a description of such contractual limitations, see “Certain Insolvency and Enforceability Considerations.”

Release of the Guarantees

The Guarantee of a Subsidiary Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

(2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;

(3) if the Parent Guarantor designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge;”

(5) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under the Indenture and the Notes;

(6) as described under the caption “—Amendment, Supplement and Waiver;”

(7) with respect to an additional Guarantee given under the covenant captioned “—Certain Covenants—Additional Guarantees,” upon release of the guarantee that gave rise to the requirement to issue such additional guarantee so long as no Default or Event of Default would arise as a result thereof and no other Indebtedness that would give rise to an obligation to give an additional Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor; and

(8) as a result of a transaction permitted by “—Merger, Consolidation or Sale of Assets.”

In addition, the Guarantee of the Parent Guarantor will be released in the circumstances described in clauses (4), (5), (6) and (8) above.

Upon any occurrence giving rise to a release of a Guarantee, as specified above, the Trustee, subject to receipt of certain documents from the Issuer and/or Guarantor, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Neither the Issuer, the Trustee nor any Guarantor will be required to make a notation on the Notes to reflect any such release, discharge or termination.

Optional Redemption

At any time prior to September 30, 2018, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 10 nor more than 60 days’ prior

79 written notice to the holders, at a redemption price equal to 104.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering of (i) the Parent Guarantor or (ii) any Parent Holdco of the Parent Guarantor to the extent the proceeds from such Equity Offering are contributed to the Parent Guarantor’s common equity capital or are paid to the Issuer as consideration for the issuance of ordinary shares of the Parent Guarantor or as Subordinated Shareholder Debt; provided that:

(1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Parent Guarantor and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

At any time prior to September 30, 2018, the Issuer may on any one or more occasions redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding two paragraphs and except pursuant to “—Redemption for Changes in Taxes,” the Notes will not be redeemable at the Issuer’s option prior to September 30, 2018.

On or after September 30, 2018, the Issuer may on any one or more occasions redeem all or a part of Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed on or after the dates indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Date Redemption Price September 30, 2018 ...... 102.000% September 30, 2019 ...... 101.000% September 30, 2020 and thereafter ...... 100.000%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption for Changes in Taxes

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the holders of the Notes (which notice will be irrevocable and given in accordance with the procedures described in “—Selection and Notice”), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer is or would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of:

(1) any amendment to, or change in, the laws or any regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which change or amendment is publicly announced as formally proposed and becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date); or

(2) any amendment to, or change in, an official written interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change is publicly announced as formally proposed and becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”).

The Issuer will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes was then due, and the

80 obligation to pay Additional Amounts must be in effect at the time such notice is given. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the Indenture, the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that obligation to pay such Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it; and (b) a written opinion of independent tax counsel to the Issuer of recognized standing qualified under the laws of the relevant Tax Jurisdiction and reasonably satisfactory to the Trustee (such approval not to be unreasonably withheld) to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law.

The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders.

Mandatory Redemption

The Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control and Rating Decline

If a Change of Control Triggering Event occurs, each holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or in integral multiples of €1,000 in excess thereof, if applicable; provided that Notes of €100,000 or less may only be redeemed in whole and not in part) of that holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, the Issuer will mail (or cause to be mailed) a notice to each holder, with a copy to the Trustee, of the Notes at such holder’s registered address or otherwise deliver a notice in accordance with the procedures described under “—Selection and Notice,” stating that a Change of Control Offer is being made and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by the Indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with any applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent will promptly mail (or cause to be delivered) to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee (or an authentication agent appointed by it, upon receipt of an authentication order from the Issuer) will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture will not contain provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The ability of the Issuer to repurchase Notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of certain of the events that constitute a Change of Control may constitute a mandatory prepayment event under our Credit Facilities. In addition, certain events that may constitute a change of control under our

Credit Facilities may not constitute a Change of Control under the Indenture. Future Indebtedness of the Parent Guarantor and its Subsidiaries may also contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Accordingly, prior to complying with any of the provisions of this “Change of Control and Rating Decline” covenant, the Issuer may be required to repay all such Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this covenant. Moreover, the exercise by the holders of the Notes of their right to require the Issuer to repurchase the Notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Parent Guarantor and its subsidiaries (including the Issuer). Finally, the ability of the Issuer to pay cash to the holders of the Notes, and any other Indebtedness then becoming payable, upon a repurchase may be limited by its then-existing financial resources. The Issuer will be dependent upon the Parent Guarantor and its Restricted Subsidiaries that are the main operating subsidiaries of the group and, as such, will be subject to their then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to finance an offer to repurchase Notes upon the occurrence of a change of control triggering event as required by the Indenture.”

The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Issuer to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. In addition, the definitions of “Change of Control” and “Permitted Holders” expressly permit a third party to obtain control of the Parent Guarantor without any obligation to make a Change of Control Offer unless a Change of Control Triggering Event also occurs.

The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the consent of the holders of a majority in principal amount of the Notes.

If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market, the Issuer will publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Dublin (which is expected to be the Irish Times) or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Irish Stock Exchange (www.ise.ie).

Asset Sales

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

(1) the Parent Guarantor (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of contracting such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as recorded on the balance sheet of the Parent Guarantor or any Restricted Subsidiary (other than contingent liabilities), that are assumed by the transferee of any such assets and as a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities;

(b) any securities, notes or other obligations received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are converted by the Parent Guarantor or such Restricted

Subsidiary into cash or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;

(d) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Guarantor and each Restricted Subsidiary are released from any guarantee of such Indebtedness in connection with such Asset Sale;

(e) consideration consisting of Indebtedness of the Issuer or any Guarantor received from Persons who are not the Parent Guarantor or any Restricted Subsidiary that is cancelled; and

(f) any Designated Non-Cash Consideration received by the Parent Guarantor or any of its Restricted Subsidiaries in such Asset Sales having an aggregate Fair Market Value, when taken together with all other Designated Non-Cash Consideration received pursuant to this clause (f) that is at that time outstanding, not to exceed the greater of PLN 50 million or 1.3% of Total Assets, measured at the time of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds (at the option of the Parent Guarantor or such Restricted Subsidiary) to:

(1) (a) prepay, repay, repurchase or redeem any Senior Indebtedness; (b) with respect to assets of a Restricted Subsidiary that is not the Issuer or a Guarantor, prepay, repay, repurchase or redeem any of its Indebtedness; or (c) prepay, repay, repurchase or redeem any Indebtedness that is secured on the asset which is subject to the relevant Asset Sale (and in each of (a), (b) and (c), other than Indebtedness that is owed to the Parent Guarantor or a Restricted Subsidiary); or (d) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided that the Parent Guarantor shall redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this clause (d) only if the Issuer makes (at such time or subsequently in compliance with this covenant) an offer to all holders of the Notes to purchase their Notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness;

(2) purchase Notes pursuant to an offer to all holders of the Notes at a purchase price in cash equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) (a “Notes Offer”);

(3) acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;

(4) make a capital expenditure;

(5) acquire other assets (other than Capital Stock) not classified as current assets under IFRS that are used or useful in a Permitted Business;

(6) enter into a commitment approved by the Board of Directors or otherwise binding on the Parent Guarantor to apply the Net Proceeds pursuant to clause (3), (4) or (5) of this paragraph; provided that such commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period; or

(7) any combination of the foregoing.

Pending the final application of any Net Proceeds, the Parent Guarantor (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds PLN 150 million, within ten Business Days thereof, or at any earlier time at the Issuer’s election, the Issuer will make an offer (an “Asset Sale Offer”) to all holders of Notes and may, to the extent the Issuer so elects, make an offer to holders of Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to (i) solely in the case of the Notes, 100% of the principal amount, which shall be repurchased in integral multiples of €1,000; provided that Notes of €100,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus, in the case of (i) and (ii), accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer that is an application of Net Proceeds pursuant to clause (1) of the second paragraph of this covenant exceeds the amount of the Net Proceeds so applied the Trustee or the Registrar, as applicable will select the Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under “—Selection and Notice”), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of €1,000; provided that Notes of €100,000 or less may only be redeemed in whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this paragraph.

The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of the Indenture by virtue of such compliance.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee (or the Registrar, as applicable) will select Notes for redemption on a pro rata basis (or, in the case of Notes issued in global form as discussed under “Book-entry, delivery and form,” based on a method that most nearly approximates a pro rata selection in accordance with the rules of Euroclear and Clearstream as the Trustee or the Registrar deems fair and appropriate), unless otherwise required by law or applicable stock exchange or depository requirements. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this paragraph.

No Notes of €100,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 10 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge pursuant to the Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Notes. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders in substitution for the aforesaid mailing. So long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, any such notice to the holders of the relevant Notes shall also be published in a newspaper having a general circulation in Dublin (which is expected to be the Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (www.ise.ie) and, in connection with any redemption, the Issuer will notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding.

Certain Covenants

Restricted Payments

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Parent Guarantor’s Equity or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent Guarantor or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent Guarantor’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as holders (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock or Designated Preference Shares of the Parent Guarantor) other than dividends or distributions payable to the Parent Guarantor or a Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent Guarantor) any Equity Interests of the Parent Guarantor or any Parent Holdco of the Parent Guarantor;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations (excluding any intercompany Indebtedness between or among the Parent Guarantor and any of its Restricted Subsidiaries), except (i) payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition;

(4) make any payment (except through capitalization) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Debt; or

(5) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (1) through (5) above being collectively referred to as “Restricted Payments”), unless, at the time of any such Restricted Payment:

(a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(b) the Parent Guarantor would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four quarter period for which internal financial statements are available, have been permitted to incur at least PLN 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Guarantor and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11)(b), (12), (15) and (17) of the next succeeding paragraph), is less than the sum, without duplication, of:

(i) 50% of the Consolidated Net Income of the Parent Guarantor for the period (taken as one accounting period) from the beginning of the quarter commencing immediately prior to the Issue Date to the end of the Parent Guarantor’s most recently ended quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii) 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Parent Guarantor since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Parent Guarantor (other than Disqualified Stock, Excluded Contributions and Designated Preference Shares) or from the issue or sale of convertible or exchangeable Disqualified Stock of the Parent Guarantor or convertible or exchangeable debt securities of the Parent Guarantor, in each case that have been converted into or exchanged for Equity Interests of the Parent Guarantor (other than Equity Interests (or Disqualified Stock, Designated Preference Shares or debt securities) sold to a Subsidiary of the Parent Guarantor) or from the issuance or sale of Subordinated Shareholder Debt (other than an issuance or sale to a Subsidiary of the Parent Guarantor); plus

(iii) to the extent that any Restricted Investment that was made after the Issue Date is (a) sold, disposed of or otherwise cancelled, liquidated or repaid, 100% of the aggregate amount received in cash and the Fair Market Value of the property and marketable securities or other property received by the Parent Guarantor or any Restricted Subsidiary, or (b) made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the Fair Market Value of the Restricted Investment of the Parent Guarantor and its Restricted Subsidiaries as of the date such entity becomes a Restricted Subsidiary; plus

(iv) to the extent that any Unrestricted Subsidiary of the Parent Guarantor designated as such after the Issue Date is redesignated as a Restricted Subsidiary or is merged or consolidated into the Parent Guarantor or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary are transferred to the Parent Guarantor or a Restricted Subsidiary, the Fair Market Value of the property received by the Parent Guarantor or Restricted Subsidiary or the Parent Guarantor’s Restricted Investment in such Subsidiary as of the date of such redesignation, merger, consolidation or transfer of assets, to the extent such investments reduced the restricted payments capacity under this clause (c) and were not previously repaid or otherwise reduced; plus

(v) 100% of any dividends or distributions received by the Parent Guarantor or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the Parent Guarantor for such period; plus

(vi) upon the full and unconditional release of a Restricted Investment that is a guarantee made by the Parent Guarantor or one of its Restricted Subsidiaries to any Person, an amount equal to the amount of such guarantee.

Notwithstanding the foregoing, any amounts (such amounts, the “Excluded Amounts”) that would otherwise be included in the calculation of the amount available for Restricted Payments pursuant to the preceding clause (c) will be excluded to the extent (1) such amounts result from the receipt of net cash proceeds or property or marketable securities received in contemplation of, or in connection with, an event that would otherwise constitute a Change of Control pursuant to the definition thereof and (2) no Change of Control Offer is made in connection with such Change of Control in accordance with the requirements of the Indenture.

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Indenture;

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Parent Guarantor) of, Equity Interests of the Parent Guarantor (other than Disqualified Stock, Designated Preference Shares or Excluded Amounts), Subordinated Shareholder Debt or from the substantially concurrent contribution of common equity capital to the Parent Guarantor; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (c)(ii) of the preceding paragraph and will not be considered to be net cash proceeds from an Equity Offering for purposes of the “Optional Redemption” provisions of the Indenture;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made in exchange for, or out of the proceeds of a substantially concurrent sale of, Permitted Refinancing Indebtedness;

(4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations:

(a) (i) from Net Proceeds to the extent permitted under “—Asset Sales” below, but only if the Issuer shall have first complied with the terms described under “—Asset Sales” and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest;

(b) to the extent required by the agreement governing such Subordinated Obligations, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Issuer shall have first complied with the terms described under “—Change of Control

and Rating Decline” and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest; or

(c) (i) consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition) and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium required by the terms of any Acquired Indebtedness;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent Guarantor or any Restricted Subsidiary held by any current or former officer, director, employee or consultant of the Parent Guarantor or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed PLN 15 million per annum (with unused amounts in any calendar year being carried over to the next succeeding two calendar years subject to a maximum unused amount of PLN 30 million in the aggregate); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of the Parent Guarantor or a Restricted Subsidiary received by the Parent Guarantor or a Restricted Subsidiary during such calendar year, in each case to members of management, directors or consultants of the Parent Guarantor, any of its Restricted Subsidiaries or any Parent Holdco of the Parent Guarantor to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to clause (c)(ii) of the preceding paragraph or clause (2) of this paragraph and are not Excluded Contributions or Excluded Amounts;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent Guarantor or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent Guarantor or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (a) the exercise of options or warrants or (b) the conversion or exchange of Capital Stock of any such Person;

(9) advances or loans to (a) any future, present or former officer, director, employee or consultant of the Parent Guarantor or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares), or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement or (b) any management equity plan, employee benefit trust or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares); provided that the total aggregate amount of Restricted Payments made under this clause (9) does not exceed PLN 12.5 million at any one time outstanding;

(10) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests (other than the Parent Guarantor or any Restricted Subsidiary) then entitled to participate in such dividends on a pro rata basis or otherwise in compliance with the terms of the instruments governing such Equity Interests;

(11) dividends, loans, advances or distributions to any Parent Holdco or other payments by the Parent Guarantor or any Restricted Subsidiary in an amount equal to (without duplication) (a) the amounts required to make Permitted Parent Payments; or (b) amounts constituting or to be used for purposes of making payments (i) in connection with the issuance of the Notes or disclosed in the Listing Particulars under the caption “Use of Proceeds” on or after the Issue Date; or (ii) to the extent specified in clauses (1), (4), (5) and (10) of the second paragraph under “—Transactions with Affiliates;”

(12) Restricted Payments that are made with Excluded Contributions;

(13) so long as no Default or Event of Default has occurred and is continuing, the payment of Advisory Fees;

(14) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, following a Public Equity Offering that results in a Public Market of the Capital Stock of the Parent Guarantor or a Parent Holdco, the payment of dividends on the Capital Stock of the Parent Guarantor up to the greater of (a) 6% per annum of the net cash proceeds received by the Parent Guarantor in any such Public Equity Offering or any subsequent Public Equity Offering of such Capital Stock, or the net cash proceeds of any such Public Equity Offering or subsequent Public Equity Offering of such Capital Stock of any Parent Holdco that are contributed in cash to the Parent Guarantor’s equity (other than through the issuance of Disqualified Stock, Designated Preference Shares, Excluded Amounts or Excluded Contributions); provided, that if such Public Equity Offering was of Capital Stock of a Parent Holdco, the net proceeds of any such dividend are used to fund a corresponding dividend in equal or greater amount on the Capital Stock of such Parent Holdco; and (b) following the Public Equity Offering, an amount equal to the greater of (X) 7% of the Market Capitalization and (Y) 7% of the IPO Market Capitalization; provided that after giving pro forma effect to such loans, advances, dividends or distributions, the Consolidated Leverage Ratio for the Parent Guarantor and its Restricted Subsidiaries shall be equal to or less than 3.0 to 1.0;

(15) the declaration and payment of dividends to holders of any class or series of Designated Preference Shares of the Parent Guarantor issued after the Issue Date; provided, however, that, the amount of all dividends declared or paid pursuant to this clause (15) shall not exceed the Net Proceeds received by the Parent Guarantor or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution or Excluded Amounts) of the Parent Guarantor or contributed as Subordinated Shareholder Debt to the Parent Guarantor, as applicable, from the issuance or sale of such Designated Preference Shares;

(16) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), any Restricted Payment; provided that the Consolidated Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment does not exceed 2.5 to 1.0;

(17) payment of Receivables Fees and purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing; and

(18) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed the greater of PLN 100 million and 2.6% of Total Assets since the Issue Date.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness by virtue of its nature as unsecured Indebtedness.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Parent Guarantor will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Parent Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Issuer and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) and issue preferred stock, if on the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Fixed Charge Coverage Ratio for the Parent Guarantor’s most recently ended four full quarters for which financial statements are available immediately preceding the date of incurrence of such Indebtedness taken as one period would have been at least 2.00 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Issuer and the Guarantors of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed the greater of (i) €220 million and 24% of Total Assets, plus (ii) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(2) Indebtedness outstanding on the Issue Date after giving pro forma effect to the issuance of the Notes and the application of the proceeds therefrom (other than Indebtedness described in clauses (1) and (3));

(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes (other than Additional Notes), the related Guarantees (including any future Guarantees) and each Proceeds Bond;

(4) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Indebtedness representing Capital Lease Obligations, mortgage financings or purchase money obligations incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Parent Guarantor or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of PLN 100 million or 2.6% of Total Assets (measured at the time of incurrence) at any time outstanding;

(5) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) incurred under the first paragraph of this covenant or clause (2), (3), (5) or (12) of this paragraph;

(6) the incurrence by the Parent Guarantor or any Restricted Subsidiary of intercompany Indebtedness between or among the Parent Guarantor or any Restricted Subsidiary; provided that:

(a) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and ((i) except in respect of the intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Parent Guarantor and its Restricted Subsidiaries and (ii) only to the extent legally permitted (the Parent Guarantor and its Restricted Subsidiaries having completed all procedures required in the reasonable judgment of directors of officers of the obligee or obligor to protect such Persons from any penalty or civil or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Guarantor or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Guarantor or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any Restricted Subsidiary to the Parent Guarantor or to any of its Restricted Subsidiaries of preferred stock; provided that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent Guarantor or a Restricted Subsidiary; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Parent Guarantor or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Hedging Obligations not for speculative purposes (as determined in good faith by the Parent Guarantor or such Restricted Subsidiary, as the case may be);

(9) the guarantee by the Parent Guarantor or any Restricted Subsidiary of Indebtedness of the Parent Guarantor or any Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or a Guarantee, then the guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, captive insurance companies, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11) Indebtedness represented by guarantees of any Management Advances;

(12) Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets

and assumption of related liabilities) the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition) or Indebtedness of the Issuer or any Guarantor incurred in relation to any such acquisition, merger, consolidation, amalgamation or combination; provided, however, with respect to this clause (12), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was incurred or deemed to be incurred (a) the Parent Guarantor would have been able to incur PLN 1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the incurrence of such Indebtedness pursuant to this clause (12) calculated on a pro forma basis or (b) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such acquisition or other transaction on a pro forma basis;

(13) Indebtedness arising from agreements of the Parent Guarantor or a Restricted Subsidiary providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary, provided that the maximum liability of the Parent Guarantor and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Parent Guarantor and its Restricted Subsidiaries in connection with such disposition;

(14) Indebtedness of the Parent Guarantor and its Restricted Subsidiaries in respect of (a) letters of credit, surety, performance or appeal bonds, completion guarantees, judgment, advance payment, customs, VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or in respect of any governmental requirement and not in connection with the borrowing of money, including letters of credit or similar instruments in respect of self-insurance and workers compensation obligations, and (b) any customary cash management, cash pooling or netting or setting off arrangements, including customary credit card facilities, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing;

(15)

(a) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 Business Days of Incurrence;

(b) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

(c) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Parent Guarantor and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Parent Guarantor and its Restricted Subsidiaries; and

(d) Indebtedness incurred by a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management of bad debt purposes, in each case incurred or undertaken in the ordinary course of business;

(16) Indebtedness of the Issuer and the Guarantors in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (16) and then outstanding, will not exceed 100% of the Net Proceeds received by the Parent Guarantor from the issuance or sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Debt or Capital Stock (other than Disqualified Stock, Designated Preference Shares or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares, Excluded Amounts or an Excluded Contribution) of the Parent Guarantor, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under the first paragraph and clauses (2), (5) and (13) of the second paragraph of the covenant described below under “— Restricted Payments” to the extent the Parent Guarantor and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any Net Proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause (16) to the extent the Parent Guarantor or any of its Restricted Subsidiaries makes a Restricted Payment under the first paragraph and clauses (2), (5) and (13) of the second paragraph of the covenant described below under “—Restricted Payments” in reliance thereon;

(17) guarantees by the Parent Guarantor or any Restricted Subsidiary granted to any trustee of any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust scheme approved by the Board of Directors of the Parent Guarantor, so long as the proceeds of the Indebtedness so guaranteed are used to purchase Equity Interests of the Parent Guarantor (other than Disqualified Stock); provided that the amount of any net cash proceeds from the sale of such Equity Interests of the Parent Guarantor will be excluded from clause (c)(ii) of the first paragraph of the covenant described above under the caption “— Restricted Payments” and will not be considered to be net cash proceeds from an Equity Offering for purposes of the “Optional Redemption” provisions of the Indenture;

(18) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing; and

(19) the incurrence of Indebtedness by the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the greater of PLN 160 million or 4.2% of Total Assets (measured at the time of incurrence) at any time outstanding.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Parent Guarantor, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant; provided, however, that all Indebtedness incurred under clause (1) of the second paragraph of this covenant may not be reclassified. All Indebtedness under any revolving credit facility shall be deemed to have been incurred under clause (1) of the second paragraph of this covenant and may not be reclassified. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant.

For purposes of determining compliance with any Polish zloty-denominated restriction on the incurrence of Indebtedness, the Polish zloty equivalent principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided, however, that (i) if such Indebtedness denominated in currency other than Polish zloty is subject to a Currency Exchange Protection Agreement with respect to Polish zloty the amount of such Indebtedness expressed in Polish zloty will be calculated so as to take account of the effects of such Currency Exchange Protection Agreement; and (ii) the Polish zloty equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the Polish zloty equivalent of the Indebtedness refinanced determined on the date such Indebtedness was originally incurred, except that to the extent that:

(1) such Polish zloty equivalent was determined based on a Currency Exchange Protection Agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence; and

(2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the Polish zloty equivalent of such excess will be determined on the date such refinancing Indebtedness is being incurred.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Parent Guarantor or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) in the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined in accordance with IFRS;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness;

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person;

(4) any “parallel debt” obligation relating to Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; and

(5) the principal amount of any Disqualified Stock of the Parent Guarantor or a Restricted Subsidiary, or preferred stock of a Restricted Subsidiary, which will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof.

Anti-Layering

Neither the Issuer nor any Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee and, if such Guarantor is the issuer of Proceeds Bonds, such Proceeds Bonds, on substantially identical (or more favorable) terms.

Notwithstanding the foregoing, no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely (1) by virtue of being unsecured, (2) by virtue of being secured with different collateral, (3) by virtue of being secured on a junior priority basis, (4) by virtue of not being guaranteed or (5) by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness under Credit Facilities.

Liens

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (an “Initial Lien”) of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, except (1) Permitted Liens; or (2) if such Lien is not a Permitted Lien, to the extent that all obligations due under the Indenture, the Notes and the Guarantees are, in each case, secured on an equal and ratable basis or on a priority basis with the obligations secured by the Initial Lien (and on a priority basis if such obligations secured by the Initial Lien are subordinated in right of payment to either the Notes or any Guarantee).

Any such Lien created in favor of the Notes will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien to which it relates under the paragraph above.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of (a) the issuer of each Proceeds Bond to make payments on the Proceeds Bond issued by it or (b) any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Parent Guarantor or any Restricted Subsidiary;

(2) make loans or advances to the Parent Guarantor or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any Restricted Subsidiary, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary, in each case, shall not be deemed to constitute such an encumbrance or restriction.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) (a) any agreements as in effect on the Issue Date or (b) any other agreement or instrument with respect to the Parent Guarantor or any Restricted Subsidiary in effect or entered into on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements referred to in clauses (a) and (b) above; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Parent Guarantor) or would not, in the good faith determination of the Parent Guarantor, materially impair the ability of the Issuer to make payments on the Notes;

(2) the Indenture, the Notes, the Guarantees;

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially less favorable to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Guarantor);

(4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Guarantor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(6) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;

(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Parent Guarantor or would not in the good faith determination of the Parent Guarantor, materially impair the ability of the Issuer to make payments on the Notes;

(10) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale- leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(13) restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Parent Guarantor, are necessary or advisable to effect such Qualified Receivables Financing; or

(14) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not individually or in the aggregate, (x) detract from the value of the property or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make future principal or interest payments on the Notes in each case, as determined in good faith by the Parent Guarantor; and

(15) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14), or in this clause (15); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced or replaced or would not in the good faith determination of the Parent Guarantor, materially impair the ability of the Issuer to make payments on the Notes.

Merger, Consolidation or Sale of Assets

Parent Guarantor

The Parent Guarantor will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not it is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of (a) the Parent Guarantor and its Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another Person, unless:

(1) either: (a) the Parent Guarantor is the surviving Person, as the case may be; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, Canada, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger with the Parent Guarantor (if other than the Parent Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Parent Guarantor under its Guarantee and the Indenture;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) the Parent Guarantor or the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period for which internal financial statements are available (a) be permitted to incur at least PLN 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and

(5) the Parent Guarantor delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in the Indenture relating to such transaction have been satisfied and that the Indenture and the Guarantee constitutes legal, valid and binding obligations of the Parent Guarantor or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms.

The Issuer

The Issuer will not (1) consolidate or merge with or into another Person (whether or not it is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets in one or more related transactions, to another Person, unless:

(1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, Canada, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger with the Issuer (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, the Indenture and each Proceeds Bond;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four- quarter period for which internal financial statements are available (a) be permitted to incur at least PLN 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and

(5) the Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in the Indenture relating to

such transaction have been satisfied and that the Indenture and the Notes constitutes legal, valid and binding obligations of the Issuer, or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms.

Subsidiary Guarantors

A Subsidiary Guarantor (other than any other Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture as described under “—Guarantees”) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor and its Subsidiaries that are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either:

(a) such Subsidiary Guarantor is the surviving Person; or

(b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under its Guarantee, the Indenture and each Proceeds Bond;

(2) immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction or transactions), no Default or Event of Default exists; and

(3) the Parent Guarantor delivers to the Trustee an Officer’s Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in the Indenture relating to such transaction have been satisfied and that the Indenture and the Guarantee constitute legal, valid and binding obligations of the Subsidiary Guarantor or the Person formed by or surviving any such consolidation and merger (as applicable) enforceable in accordance with their terms.

In addition, none of the Issuer or any Guarantor will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

General

This “Merger, Consolidation or Sale of Assets” covenant will not apply to (a) any consolidation or merger of any Restricted Subsidiary that is not a Guarantor with and into the Issuer or a Guarantor; (b) any consolidation or merger of any Subsidiary Guarantor with or into any other Subsidiary Guarantor; and (c) any consolidation or merger of the Parent Guarantor with or into any other Guarantor; and, in each case, clauses (2) and (5) of the first and second paragraphs of this covenant (as applicable) will be complied with. Clauses (3) and (4) of the first and second paragraphs and clause (2) of the third paragraph of this covenant will not apply to any merger or consolidation of the Parent Guarantor or any Subsidiary Guarantor with or into an Affiliate solely for the purpose of reincorporating the Parent Guarantor or such Subsidiary Guarantor in another jurisdiction.

Transactions with Affiliates

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent Guarantor (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of PLN 20 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person; and

(2) the Parent Guarantor delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of PLN 40 million, a resolution of the Board of Directors of the Parent Guarantor set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with

this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Parent Guarantor; and, in addition,

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of PLN 250 million, a written opinion of an accounting, appraisal or investment banking firm of international standing, or other recognized independent expert of international standing with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required, stating that the transaction or series of related transactions is (i) fair from a financial point of view taking into account all relevant circumstances or (ii) on terms not less favorable than might have been obtained in a comparable transaction at such time on an arm’s length basis from a Person who is not an Affiliate.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent Guarantor, any Restricted Subsidiary or any Parent Holdco, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Parent Guarantor, in each case in the ordinary course of business;

(2) transactions between or among the Parent Guarantor and/or its Restricted Subsidiaries, or between and among Restricted Subsidiaries and any Receivables Subsidiary;

(3) any transaction in the ordinary course of business between or among the Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor that would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary or any Affiliate of the Parent Guarantor or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate;

(4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Parent Guarantor or any of its Restricted Subsidiaries;

(5) the execution, delivery and performance (without duplication of any Permitted Parent Payments) of any Tax Sharing Agreement or any arrangement pursuant to which the Parent Guarantor or any of its Restricted Subsidiaries is required or permitted to file a consolidated tax return, or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(6) any Restricted Payment that is permitted pursuant to the covenant described above under the caption “— Restricted Payments” (other than pursuant to clause (11)(b)(ii) of the fourth paragraph of the covenant described under “—Restricted Payments”);

(7) any Permitted Investment (other than Permitted Investments described in clauses (3) and (16) of the definition thereof);

(8) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Debt; provided that the interest rate and other financial terms of such Subordinated Shareholder Debt are approved by a majority of the members of the Board of Directors of the Parent Guarantor in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Debt in compliance with the other provisions of the Indenture;

(9) transactions pursuant to, or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the holders of the Notes than the original agreement as in effect on the Issue Date;

(10) Management Advances;

(11) transactions with customers, clients, suppliers, purchasers, sellers or providers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Parent Guarantor or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Parent Guarantor or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;

(12) payment to any Permitted Holder of reasonable out-of-pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Parent Guarantor and its Subsidiaries; and

(13) any transaction effected as part of a Qualified Receivables Financing.

Additional Guarantees

The Parent Guarantor will not cause or permit any of its Restricted Subsidiaries that is not the Issuer or a Subsidiary Guarantor, directly or indirectly, to guarantee the payment of, assume or in any manner become liable with respect to any other Indebtedness of the Issuer or a Guarantor incurred under Credit Facilities or that constitutes Public Debt unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness.

Notwithstanding the foregoing paragraphs in this covenant:

(1) the Guarantee by such Restricted Subsidiary may be limited in amount to the extent required by (a) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (b) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (c) any material cost, expense, liability or obligation (including with respect to any Taxes but excluding any obligation under the Guarantee itself) that cannot be avoided by reasonable measures available to the Parent Guarantor other than reasonable out of pocket expenses (but, in such a case (a) each of the Parent Guarantor and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit);

(2) for so long as it is not permissible under applicable law or regulation for a Restricted Subsidiary to become a Subsidiary Guarantor, such Restricted Subsidiary need not become a Subsidiary Guarantor (but, in such a case, each of the Parent Guarantor and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible); and

(3) This covenant shall not be applicable to any guarantees by any Restricted Subsidiary:

(a) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or

(b) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500 million, whose debt has a rating, at the time such guarantee was given, of at least “A” or the equivalent thereof by S&P and at least “A2” or the equivalent thereof by Moody’s in connection with the operation of cash management programs established for the Parent Guarantor’s benefit or that of any Restricted Subsidiary.

Limitation on Issuer Activities

Notwithstanding anything contained in the Indenture to the contrary, the Parent Guarantor will not permit the Issuer to, and the Issuer will not, engage in any business activity or undertake any other activity, except:

(1) any activity relating to the offering, issuance and servicing, purchase, redemption, refinancing or retirement of the Notes, the incurrence of other Indebtedness permitted by the terms of the Indenture (and the application of the proceeds therefrom) or performance of the terms and conditions of such Indebtedness, to the extent such activities are otherwise permissible under the Indenture, the lending or otherwise advancing the proceeds of such Indebtedness as contemplated in the Listing Particulars and any other activities in connection therewith and the granting of Liens permitted pursuant to the covenant described above under the caption “—Liens;”

(2) any activity undertaken with the purpose of, and directly related to, exercising any rights and fulfilling any obligations arising under (a) the Notes, the Indenture, each Proceeds Bond and any other document (including, without limitation, any purchase agreement) relating to the Notes or Guarantees (including Additional Notes issued in accordance with the Indenture) or (b) any document governing Indebtedness permitted to be incurred by the terms of the Indenture or any other document (including, without limitation, any security or guarantee documents or purchase agreement) entered into in connection with the incurrence of such Indebtedness;

(3) any activity related to investing amounts received by the Issuer in such manner not otherwise prohibited by the Indenture;

(4) any activity directly related to the establishment and/or maintenance of the Issuer’s corporate existence and the issuance of the Notes or involving the provision of administrative services;

(5) any activity reasonably related to the foregoing; or

(6) other activities not specifically enumerated above that are de minimis in nature.

The Parent Guarantor will not permit the Issuer to, and the Issuer shall not:

(1) issue any Equity Interests other than the issuance of its ordinary shares to the Parent Guarantor (other than directors’ qualifying shares or shares (or Capital Stock) required by applicable law to be held by a Person other than the Parent Guarantor);

(2) merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not the Issuer is the surviving corporation) other than as permitted by the covenant under the caption “—Merger, Consolidation or Sale of Assets;”

(3) other than in connection with the incurrence of a Permitted Lien, sell, assign, transfer, lease, convey or otherwise dispose of any material property or assets to any Person in one or more related transactions; or

(4) create, incur, assume or suffer to exist any Lien in respect of borrowed money of any kind against or upon any of its property or assets, or any proceeds therefrom, except for Liens to secure the payment or performance of the Notes or other Liens securing Indebtedness of the Issuer which are not prohibited under the Indenture.

The Parent Guarantor shall cause the Issuer to, and the Issuer shall, at all times remain a Wholly-Owned Restricted Subsidiary of the Parent Guarantor (other than directors’ qualifying shares or shares (or Capital Stock) required by applicable law to be held by a Person other than the Parent Guarantor).

For so long as any Notes are outstanding, the Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, commence or take any action to facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.

Limitation on Amendments to, or Prepayments of, Proceeds Bonds

Neither a Restricted Subsidiary that is the issuer of any Proceeds Bond, nor the Issuer will, with respect to any Proceeds Bond to which it is a party, except in accordance with “—Amendment, Supplement and Waiver” below: (1) change the Stated Maturity of any Proceeds Bond; (2) reduce the rate of interest on any Proceeds Bond; (3) change the currency for payment of any amount under any Proceeds Bond; (4) prepay or otherwise reduce or permit the prepayment or reduction of any Proceeds Bond (other than to facilitate a corresponding payment of principal on the Notes or to reflect any repayment, redemption or reduction in the outstanding principal amount of the Notes); (5) assign or novate any Proceeds Bond or any rights or obligations under any Proceeds Bond Document, as the case may be, (other than to secure the Notes and the Guarantees or in any transaction effected in compliance with the covenant under the caption “—Merger, Consolidation or Sale of Assets”); or (6) amend, modify or alter any Proceeds Bond or Proceeds Bond Document, as the case may be, in any manner materially adverse to the holders of the Notes (other than in any transaction effected in compliance with the covenant under the caption “—Merger, Consolidation or Sale of Assets”). Notwithstanding the foregoing, any Proceeds Bond may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of outstanding Notes. Each issuer of Proceeds Bond should make payments under and in accordance with the Proceeds Bond to which it has issued and the Issuer shall accept such payments.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Parent Guarantor may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition

98 of Permitted Investments, as determined by the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Parent Guarantor’s Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Parent Guarantor will be in default of such covenant. The Board of Directors of the Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Notwithstanding the foregoing, the Parent Guarantor and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes, to exclude holders in any jurisdiction or any category of holders of Notes where (1)(a) the solicitation of such consent, waiver or amendment, including in connection with any tender offer or exchange offer, or (b) the payment of the consideration therefor could reasonably be interpreted as requiring the Parent Guarantor or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws or listing requirements (including, but not limited to, the United States federal securities laws and the laws of the European Union or any of its member states), which the Parent Guarantor in its sole discretion determines (acting in good faith) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such jurisdiction); or (2) such solicitation would otherwise not be permitted under applicable law in such jurisdiction or with respect to such category of holders of Notes.

Maintenance of Listing

The Issuer will use its commercially reasonable efforts to obtain and maintain the listing of the Notes on the Global Exchange Market for so long as such Notes are outstanding; provided that if at any time the Issuer determines that it will not maintain such listing, it will obtain prior to the delisting of the Notes from the Global Exchange Market, and thereafter use its best efforts to maintain, a listing of such Notes on another “recognized stock exchange” as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom.

Reports

For so long as any Notes are outstanding, the Parent Guarantor will furnish to the Trustee the following reports:

(1) within 120 days after the end of the Parent Guarantor’s fiscal year beginning with the fiscal year ending December 31, 2014, annual reports containing the following information: (a) audited consolidated balance sheet of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) pro forma income statement and balance sheet information of the Parent Guarantor (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause 2 or 3 below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in

which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financial statements)); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, a discussion of financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (d) a description of the business, management and shareholders of the Parent Guarantor, material affiliate transactions and material debt instruments; and (e) material risk factors and material recent developments;

(2) within 60 days following the end of each of the first three quarters in each fiscal year of the Parent Guarantor beginning with the quarter ending March 31, 2015, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) pro forma income statement and balance sheet information of the Parent Guarantor (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed quarter as to which such quarterly report relates (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financial statements); (c) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor, and any material change between the current quarterly period and the corresponding period of the prior year; and (d) material recent developments; and

(3) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any changes of the Chief Executive Officer or Chief Financial Officer at the Parent Guarantor or change in auditors of the Parent Guarantor or any other material event that the Parent Guarantor or any of its Restricted Subsidiaries announces publicly, a report containing a description of such event, provided, however, that the reports set forth in clauses (1), (2) and (3) above will not be required to (i) contain any reconciliation to U.S. generally accepted accounting principles or (ii) include separate financial statements for any Guarantors or non- guarantor Subsidiaries of the Parent Guarantor.

In addition, if the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor.

All financial statements will be prepared in accordance with IFRS. Except as provided for above, no report need include separate financial statements for the Parent Guarantor or Subsidiaries of the Parent Guarantor or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Listing Particulars.

In addition, for so long as any Notes remain outstanding, the Parent Guarantor has agreed that it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

Substantially concurrently with the issuance to the Trustee of the reports specified in (1), (2) and (3) above, the Parent Guarantor shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Parent Guarantor and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such reports to holders (as determined by the Parent Guarantor in good faith) or (b) to the extent the Parent Guarantor determines in good faith that it cannot make such reports available in the manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the holders and, upon their request, prospective purchasers of the Notes. The Parent Guarantor will also make available copies of all reports required by clauses (1) through (3) of the first paragraph of this covenant, if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, at the offices of the listing agent in Ireland.

Suspension of Certain Covenants when Notes Rated Investment Grade

If on any date following the Issue Date:

(1) the Notes have achieved Investment Grade Status; and

(2) no Default or Event of Default shall have occurred and be continuing on such date,

100 then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (such period, the “Suspension Period”), the covenants specifically listed under the following captions in the Offering Memorandum will no longer be applicable to the Notes and any related default provisions of the Indenture will cease to be effective and will not be applicable to the Parent Guarantor and its Restricted Subsidiaries:

(1) “—Repurchase at the Option of Holders—Asset Sales;”

(2) “—Restricted Payments;”

(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(4) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;”

(5) “—Designation of Restricted and Unrestricted Subsidiaries;”

(6) “—Transactions with Affiliates;” and

(7) clause (4) of the first and second paragraphs of the covenant described under “—Merger, Consolidation or Sale of Assets.”

Such covenants will not, however, be of any effect with regard to the actions of Parent Guarantor and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect to the Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as though the covenant described under the caption “—Restricted Payments” had been in effect prior to, but not during, the Suspension Period and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2) of the second paragraph of the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.” Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero.

The Parent Guarantor shall notify the Trustee in writing that the two conditions set forth in the first paragraph under this covenant have been satisfied, provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall not be obliged to notify holders of such event.

There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Status.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Issuer or relevant Guarantor to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4) failure by the Issuer or relevant Guarantor for 60 days after written notice (i) to the Issuer by the Trustee or (ii) to the Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (1), (2) or (3));

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Guarantor or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates PLN 100 million or more;

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(6) failure by the Issuer, the Parent Guarantor or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of PLN 100 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;

(7) except as permitted by the Indenture (including with respect to any limitations), any Guarantee of a Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms its obligations under its Guarantee;

(8) certain events of bankruptcy or insolvency described in the Indenture with respect to the Issuer, the Parent Guarantor or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, the Parent Guarantor or any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice or other act on the part of the Trustee or any holders of Notes. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the holders) may and the Trustee, upon the written request of such holders, shall declare all amounts in respect of the Notes to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any holders of Notes unless such holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense. Except (subject to the provisions described under “— Amendment, Supplement and Waiver”) to enforce the right to receive payment of principal, premium, if any, or interest or Additional Amounts when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested, in writing, that the Trustee pursue the remedy;

(3) such holders have offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such written request within 60 days after the receipt of the request and the offer of security and/or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

The holders of not less than a majority in aggregate principal amount of the Notes outstanding may, on behalf of the holders of all outstanding Notes, waive any past default under the Indenture and its consequences, except a continuing default in the payment of the principal of premium, if any, any Additional Amounts or interest on any Note held by a

102 non-consenting holder (which may only be waived with the consent of holders of at least 90% of the aggregate principal amount of the then outstanding Notes).

As soon as practicable (but in any event no later than 30 days) upon becoming aware of any Default or Event of Default, the Parent Guarantor shall deliver written notice to the Trustee specifying such Default or Event of Default.

The Parent Guarantor will be required to deliver to the Trustee after the end of each financial year, an Officer’s Certificate regarding compliance with the indenture and indicating whether the signors thereof know of any Default that occurred during the previous year.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under applicable securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest (including Additional Amounts) or premium, if any, on, such Notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the “Legal Defeasance and Covenant Defeasance” provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that will be described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, all Events of Default described under “—Events of Default and Remedies” (except those relating to payments on the Notes or, solely with respect to the Issuer, bankruptcy or insolvency events) will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee (or such entity designated by the Trustee for this purpose), in trust, for the benefit of the holders of the Notes, cash in euro, non-callable euro-denominated Government Securities or a combination of cash in euro and non-callable euro-denominated Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion reasonably acceptable to the Trustee of United States tax counsel of recognized standing confirming that (a) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of tax counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion reasonably acceptable to the Trustee of United States tax counsel confirming that the holders of the outstanding Notes will not recognize

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income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer or the Guarantors with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer, the Guarantors or others; and

(5) the Issuer must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided otherwise in the succeeding paragraphs, the Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes or the Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

Unless consented to by the holders of at least 90% of the aggregate principal amount of then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), without the consent of each holder of Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non- consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) impair the right of any holder of Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes or any guarantee in respect thereof;

(5) waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Notes (except pursuant to a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);

(6) make any Note payable in money other than that stated in the Notes;

(7) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest, Additional Amounts or premium, if any, on, the Notes;

(8) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(9) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding two paragraphs, without the consent of any holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;

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(3) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder in any material respect;

(4) to conform the text of the Indenture, the Guarantees or the Notes to any provision of this Description of the Notes to the extent that such provision in this Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees and the Notes;

(5) to release any Guarantee in accordance with the terms of the Indenture;

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date;

(7) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes;

(8) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); or

(9) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture.

The consent of the holders of Notes will not be necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

In formulating its opinion on such matters, the Trustee shall be entitled to rely absolutely on such evidence as it deems appropriate, including an opinion of counsel and an Officer’s Certificate.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer or discharged from such trust as provided for in the Indenture, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Principal Paying Agent for cancellation have become due and payable by reason of the mailing of a notice of redemption by the Principal Paying Agent in the name, and at the expense, of the Issuer or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated by the Trustee for this purpose) as trust funds in trust solely for the benefit of the holders, cash in euro, non-callable euro-denominated Government Securities or a combination of cash in euro and non-callable euro-denominated Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Principal Paying Agent for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;

(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer and the Guarantors under the Indenture; and

(3) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an opinion of independent counsel to the Trustee stating that all conditions precedent in the Indenture relating to satisfaction and discharge of the Indenture have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).

Judgment Currency

Any payment on account of an amount that is payable in euro which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under the Indenture and the Notes or Guarantee, as the case may be, only to the extent of the amount of euros that such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the

105 amount of euros that could be so purchased is less than the amount of euro originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in the Indenture or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Concerning the Trustee

The Issuer shall promptly (but in any event no later than 30 days) deliver written notice to the Trustee after becoming aware of the occurrence of a Default or an Event of Default. If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days or resign as Trustee.

The holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

The Issuer and the Guarantors jointly and severally will indemnify the Trustee for certain claims, liabilities and expenses incurred without gross negligence, willful misconduct or fraud on its part, arising out of or in connection with its duties.

Listing

Application has been made to list the Additional Notes on the Official List of the Irish Stock Exchange and to admit the Additional Notes to trading on the Global Exchange Market. There can be no assurance that the application to list the Additional Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Global Exchange Market will be approved.

Additional Information

Following the Issue Date, a copy of the Indenture and the form of Note may be obtained without charge by writing to the Issuer.

So long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, copies, current and future, of all of the Parent Guarantor’s annual audited consolidated financial statements and or the Parent Guarantor’s unaudited consolidated interim financial statements, as applicable, and the Offering Memorandum may be obtained, free of charge, during normal business hours at the offices of the listing agent in Ireland.

Governing Law

The Indenture, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Consent to Jurisdiction and Service of Process

The Indenture will provide that the Issuer and each Guarantor, will appoint Corporation Service Company, as its agent for service of process in any suit, action or proceeding with respect to the Indenture, the Notes and the Guarantees brought in any U.S. federal or New York state court located in the City of New York and will submit to such jurisdiction.

Enforceability of Judgments

Since a substantial portion of the assets of the Issuer and the Guarantors are outside the United States, any judgment obtained in the United States against the Issuer or any Guarantor, may not be collectable within the United States. See “Enforcement of civil liabilities.”

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Prescription

Claims against the Issuer or any Guarantor for the payment of principal or Additional Amounts, if any, on the Notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on the Notes will be prescribed six years after the applicable due date for payment of interest.

Clearing Information

The Additional Notes issued on April 2, 2015 have been accepted for clearance through the facilities of Euroclear and Clearstream, and will initially have a different ISIN and common code from those of the Notes issued on the Issue Date. After the distribution compliance period, the Additional Notes will have the same ISIN and common code as those of the Notes issued on the Issue Date. The ‘‘distribution compliance period’’ means the 40-day period following the issue date for the Additional Notes. The temporary common code for the Additional Notes is 121467046, and the temporary ISIN for the Additional Notes is XS1214670462. The permanent common code for the Additional Notes is 111518335 and the permanent ISIN for the Additional Notes is XS1115183359.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Advisory Fees” means customary fees and related expenses for the performance of transaction, management, consulting, financial or other advisory services or underwriting, placement or other investment banking activities, including in connection with mergers, acquisitions, dispositions or joint ventures, by any Permitted Holder or any of its Affiliates for the Parent Guarantor or any Restricted Subsidiary, which payments have been approved by a majority of the Board of Directors of the Parent Guarantor; provided that such fees will not, in the aggregate, exceed PLN 10 million per annum.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Note at September 30, 2018 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the Note through September 30, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Bund Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the Note,

as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer may engage.

For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the Trustee, the Registrar or any Paying Agent.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets by the Parent Guarantor or any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of control

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and Rating Decline” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions described under the caption “—Repurchase at the Option of Holders—Asset Sales;” and

(2) the issuance of Equity Interests by any Restricted Subsidiary or the sale by the Parent Guarantor or any of its Restricted Subsidiaries of Equity Interests in any Subsidiary of the Parent Guarantor (in each case, other than directors’ qualifying shares).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than PLN 50 million;

(2) a transfer of assets or Equity Interests between or among the Parent Guarantor and any Restricted Subsidiary;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Parent Guarantor or to another Restricted Subsidiary;

(4) the sale, lease or other transfer of accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries;

(5) licenses and sublicenses by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7) the granting of Liens not prohibited by the covenant described above under the caption “—Certain Covenants— Liens;”

(8) the sale or other disposition of cash or Cash Equivalents;

(9) a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments,” a Permitted Investment or any transaction specifically excluded from the definition of Restricted Payment;

(10) the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11) the foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(12) the disposition of assets to a Person who is providing services (the provision of which have been or are to be outsourced by the Parent Guarantor or any Restricted Subsidiary to such Person) related to such assets; and

(13) sales or dispositions of receivables in connection with any Qualified Receivables Financing or any factoring transaction or in the ordinary course of business.

“Asset Sale Offer” has the meaning assigned to that term in the Indenture.

“Balance Sheet Cash” means, on any date of determination, cash and Cash Equivalents of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis (excluding (1) any amounts available for drawing (but not drawn) under any Credit Facility and (2) any amounts designated as for “general corporate purposes” under the caption “Use of Proceeds” of the Offering Memorandum).

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have corresponding meanings.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board (which, with respect to the Parent Guarantor or any Restricted Subsidiary, shall refer to the management board thereof so long as it is organized in Poland, the Czech Republic, or any jurisdiction with a similar corporate governance structure);

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(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Bund Rate” as selected by the Parent Guarantor, means the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as officially compiled and published in the most recent financial statistics that has become publicly available at least two Business Days (but not more than five Business Days) prior to the redemption date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected in good faith by the Board of Directors of the Parent Guarantor) most nearly equal to the period from the redemption date to September 30, 2018; provided, however, that if the period from the redemption date to September 30, 2018 is not equal to the constant maturity of a direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given, except that if the period from such redemption date to September 30, 2018 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in London or New York, Warsaw, the jurisdiction of incorporation of the Issuer or a place of payment under the Indenture are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS as in effect on the Issue Date (other than any notional liabilities that may be required to be so treated in accordance with IFRS in respect of any usufruct or similar encumbrance that is customarily given in connection with real estate or other property), and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited), shares or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the Pre-Expansion European Union (other than Greece, Portugal or Spain), the Republic of Poland, the Czech Republic, the United States of America or Switzerland (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the Pre-Expansion European Union (other than Greece, Portugal or Spain), the Republic of Poland, the Czech Republic or the United States of America or Switzerland, as the case may be, and which are not callable or redeemable at the Parent Guarantor’s option;

(2) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the Pre- Expansion European Union (other than Greece, Portugal or Spain), the Republic of Poland, the Czech Republic or of the United States of America or any state thereof or Switzerland; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of €250,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or “A+” or higher by S&P or the equivalent rating category of another internationally recognized rating agency;

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(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; and

(5) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person (including any “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act)) other than the Permitted Holders (other than any such sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Parent Guarantor to an Affiliate of the Parent Guarantor for the purpose of reincorporating the Parent Guarantor in another jurisdiction; provided that such transaction complies with the covenant described under the caption “— Certain Covenants—Merger, Consolidation or Sale of Assets”);

(2) the adoption of a plan relating to the liquidation or dissolution of the Parent Guarantor or the Issuer;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above), other than the Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent Guarantor, measured by voting power rather than number of shares; provided that any Voting Stock of which any Permitted Holder is the “beneficial owner” (other than deemed beneficial ownership derived from membership in a “group”) shall not be included in any Voting Stock of which any such person or group is the “beneficial owner” (as so defined), unless that person or group is not an affiliate of a Permitted Holder and has greater voting power with respect to that Voting Stock;

(4) after an Initial Public Offering of the Parent Guarantor or any Parent Holdco of the Parent Guarantor the first day on which a majority of the members of the Board of Directors of the Parent Guarantor does not consist of Continuing Directors; or

(5) the first day on which the Parent Guarantor fails to directly own 100% of the issued and outstanding Capital Stock and Voting Stock of the Issuer (other than directors’ qualifying shares or shares (or Capital Stock) required by applicable law to be held by a Person other than the Parent Guarantor).

“Change of Control Offer” has the meaning assigned to that term in the Indenture.

“Change of Control Triggering Event” means the occurrence of either (i) a Change of Control within the meaning of clause (2) or (5) of the definition thereof or (ii) both (x) a Change of Control within the meaning of either clause (1), (3) or (4) of the definition thereof and (y) a Rating Decline.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication:

(1) provision for taxes based on income or profits of such Person and its Subsidiaries which are Restricted Subsidiaries for such period; plus

(2) without double counting, the Consolidated Interest Expense of such Person and its Subsidiaries which are Restricted Subsidiaries for such period and Receivables Fees; plus

(3) depreciation, amortization (including, without limitation, amortization of intangibles and deferred financing fees) and other non-cash charges and expenses (including without limitation write downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting on the Parent Guarantor and its Restricted Subsidiaries for such period) of the Parent Guarantor and its Restricted Subsidiaries (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) for such period; plus

(4) any expenses, charges or other costs related to the issuance of any Capital Stock, any Permitted Investment, acquisition, disposition, recapitalization, listing or the incurrence of Indebtedness permitted to be incurred under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and

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Issuance of Preferred Stock” (including refinancing thereof) whether or not successful, including (i) such fees, expenses, commissions or charges related to any incurrence of Indebtedness issuance (including such fees, expenses, commissions or charges related to the issuance of the Notes) and (ii) any amendment or other modification of any incurrence; plus

(5) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of the Parent Guarantor and its Restricted Subsidiaries; plus

(6) the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests held by such parties; plus

(7) all expenses incurred directly in connection with any early extinguishment of Indebtedness; minus

(8) any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of the Parent Guarantor and its Restricted Subsidiaries; minus

(9) any extraordinary, exceptional or unusual gain; minus

(10) non-cash items increasing such Consolidated Net Income for such period (other than any non-cash items increasing such Consolidated Net Income pursuant to clauses (1) through (11) of the definition of Consolidated Net Income), other than the reversal of a reserve for cash charges in a future period in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with IFRS.

“Consolidated Interest Expense” means, for any period (in each case, determined on the basis of IFRS), the consolidated net interest income/expense of the Parent Guarantor and its Restricted Subsidiaries, whether paid or accrued (excluding debt issuance costs but including, without limitation, amortization of original issue discount, Additional Amounts, non-cash interest payments, the interest component of any deferred payment obligations (which shall be deemed to be equal to the principal of any such payment obligation less the amount of such principal discounted to net present value at an interest rate (equal to the interest rate on one-year EURIBOR at the date of determination) on an annualized basis), plus or including (without duplication) any interest, costs and charges consisting of:

(1) interest expense attributable to Capitalized Lease Obligations;

(2) amortization of debt discount, debt issuance cost and premium;

(3) non-cash interest expense;

(4) commissions, discounts and other fees and charges owed with respect to financings not included in clause (2) above;

(5) costs associated with Hedging Obligations;

(6) dividends on other distributions in respect of all Disqualified Stock of the Parent Guarantor and all preferred stock of any Restricted Subsidiary, to the extent held by Persons other than the Parent Guarantor or a Subsidiary of the Parent Guarantor;

(7) the consolidated interest expense that was capitalized during such period; and

(8) interest actually paid by the Issuer or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person.

Notwithstanding any of the foregoing, Consolidated Interest Expense shall not include (i) any interest accrued, capitalized or paid in respect of Subordinated Shareholder Debt, (ii) any commissions, discounts, yield and other fees and charges related to Qualified Receivables Financing and (iii) any payments on any operating leases, including without limitation any payments on any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under IFRS as in effect on the Issue Date.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the Consolidated Net Leverage of the Parent Guarantor on such date to (b) the aggregate amount of Consolidated EBITDA of the Parent Guarantor for the most recently ended four full quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or another transaction for which the Consolidated Leverage Ratio is being calculated is completed. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than

111 ordinary working capital borrowings, unless the same are permanently repaid or cancelled) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Leverage Ratio is made (the “Calculation Date”), then the Consolidated Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Parent Guarantor) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, that the pro forma calculation of the Consolidated Leverage Ratio shall not give effect to (i) any Indebtedness incurred on the Calculation Date pursuant to the provisions described in the second paragraph under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to the provisions described in the second paragraph under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

In addition, for purposes of calculating the Consolidated EBITDA for such period:

(1) acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, including through mergers or consolidations, or by any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the relevant Calculation Date, or that are to be made on the relevant Calculation Date, will be given pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Parent Guarantor and may include anticipated cost synergies and expense and cost reductions) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the relevant Calculation Date, will be excluded on a pro forma basis as if such disposition occurred on the first day of such period;

(3) any Person that is a Restricted Subsidiary on the relevant Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(4) any Person that is not a Restricted Subsidiary on the relevant Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(5) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such Indebtedness).

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary), determined in accordance with IFRS and without any reduction in respect of preferred stock dividends; provided that:

(1) the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary which is a Subsidiary of the Person;

(2) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(i) of the first paragraph under the caption “—Certain Covenants—Restricted Payments,” any net income of any Restricted Subsidiary (other than any Guarantor) will be excluded if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Parent Guarantor (or the Issuer or any Guarantor that holds the Equity Interests of such Restricted Subsidiary, as applicable) by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or the Indenture, (c) contractual restrictions in effect on the Issue Date with respect to the Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole, are not materially less favorable to the holders of the Notes than such restrictions in effect on the Issue Date or (d) restrictions pursuant to applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit), except that the Parent Guarantor’s equity in the net income of any

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such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent Guarantor or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary (other than any Guarantor or the Issuer), to the limitation contained in this clause);

(3) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent Guarantor or any Restricted Subsidiaries (including pursuant to any sale leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Parent Guarantor) will be excluded;

(4) any one time non-cash charges or any amortization or depreciation resulting from purchase accounting, in each case, in relation to any acquisition of, or merger or consolidation with, another Person or business or resulting from any reorganization or restructuring involving the Parent Guarantor or its Subsidiaries will be excluded;

(5) the cumulative effect of a change in accounting principles will be excluded;

(6) any extraordinary, exceptional or nonrecurring gains or losses or any charges in respect of any restructuring, redundancy or severance (in each case as determined in good faith by the Parent Guarantor) will be excluded;

(7) any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value or changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations will be excluded;

(8) any non-cash compensation charge or expenses arising from any grant of stock, stock options or other equity-based awards will be excluded;

(9) any goodwill or other intangible asset impairment charges will be excluded;

(10) all deferred financing costs written off and premium paid in connection with any early extinguishment of Indebtedness and any net gain or loss from any write-off or forgiveness of Indebtedness will be excluded; and

(11) the impact of any capitalized interest (including accreting or pay-in-kind interest) on any Subordinated Shareholder Debt will be excluded.

“Consolidated Net Leverage” means (x) the sum of the aggregate outstanding Indebtedness of the Parent and its Restricted Subsidiaries (excluding Hedging Obligations) minus (y) Balance Sheet Cash.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that, in each case, does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefore;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Parent Guarantor who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

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“Credit Facility” means, one or more debt facilities, instruments or arrangements incurred (including overdraft facilities) or commercial paper facilities or indentures or trust deeds or note purchase agreements, in each case, with banks, other institutions, funds or investors, providing for revolving credit loans, term loans, performance guarantees, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit, bonds, notes debentures or other corporate debt instruments or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or trustees or other banks or institutions and whether provided under a revolving credit facility or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facilities” shall include any agreement or instrument (1) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent Guarantor as additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Currency Exchange Protection Agreement” means, in respect of any Person, any foreign exchange contract, currency swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates as to which such Person is a party.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-Cash Consideration” pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Designated Preference Shares” means, with respect to the Parent Guarantor or any Parent Holdco of the Parent Guarantor, preferred stock (other than Disqualified Stock) (a) that is issued for cash (other than to the Parent Guarantor or a Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any such Subsidiary for the benefit of their employees to the extent funded by the Parent Guarantor or such Subsidiary) and (b) that is designated as “Designated Preference Shares” pursuant to an Officer’s Certificate of the Parent Guarantor at or prior to the issuance thereof, the Net Proceeds of which are excluded from the calculation set forth in clause (c)(ii) of the first paragraph of the covenant described under “—Restricted Payments.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the six-month anniversary of the date that the Notes mature or (2) provides for, either mandatorily or at the option of the holder of the Capital Stock, the payment of dividends or distributions (other than in the form of Equity Interests that are not Disqualified Stock). Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value to be determined as set forth herein.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Investors” means Mr. Michal Solowow and his Affiliates and any trust, fund, company, partnership or other Person owned, managed, sponsored or advised by Mr. Michal Solowow.

“Equity Offering” means an underwritten sale of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor or a Parent Holdco of the Parent Guarantor pursuant to which the net cash proceeds are

114 contributed to the Parent Guarantor in the form of a subscription for, or a capital contribution in respect of, Capital Stock (other than Disqualified Stock) of the Parent Guarantor or as Subordinated Shareholder Debt of the Parent Guarantor.

“Excluded Contributions” means the net cash proceeds, property or assets received by the Parent Guarantor after the Issue Date (other than any such cash proceeds, property or assets that are Excluded Amounts) from:

(1) contributions to its Equity Interests; and

(2) the sale (other than to a Subsidiary of the Parent Guarantor) of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor, in each case designated as “Excluded Contributions” pursuant to an Officer’s Certificate (which shall be designated no later than the date on which such Excluded Contribution has been received by the Parent Guarantor), the net cash proceeds of which are excluded from the calculation set forth in the clause (c)(ii) of the first paragraph of the covenant described under the caption “—Certain Covenants—Restricted Payments” hereof.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either party, determined in good faith by the Parent Guarantor’s Chief Executive Officer, Chief Financial Officer or a responsible accounting or financial officer of the Parent Guarantor.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Consolidated Interest Expense of such Person for such period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings, unless the same are permanently repaid or cancelled) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, that the pro forma calculation of Consolidated Interest Expense shall not give effect to any Permitted Debt (as defined in “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”) incurred on the date of determination or to any discharge on the date of determination of any Indebtedness to the extent such discharge results from the proceeds of Permitted Debt.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference period shall be calculated on a pro-forma basis, but without giving effect to clause (2) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses disposed of or the operations of which are substantially terminated prior to the Calculation Date, shall be excluded;

(3) the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the relevant Person. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness). For purposes of this definition, whenever pro forma effect is to be given to any Indebtedness incurred pursuant to a revolving credit facility, the amount outstanding on the date of such calculation will be computed based on

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(1) the average daily balance of such Indebtedness during such four quarters or such shorter period for which the facility was outstanding or (2) if such facility was created after the end of such four quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation. Interest on Indebtedness that may optionally be determined at an interest rate based on a prime or similar rate, a euro interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen or, if none, then based upon such optional rate chosen as the relevant Person may designate.

“Government Securities” means direct non-callable and non-redeemable obligations of, or obligations guaranteed by, a member state of the European Union, and the payment for which such member state of the European Union pledges its full faith and credit.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of all or any part of any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions, pledges of assets or otherwise).

“Guarantors” means each of the Parent Guarantor, Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością sp.j., SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o. and SYNTHOS PBR s.r.o. and any other Subsidiary of the Parent Guarantor that executes a supplemental indenture in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, including Currency Exchange Protection Agreements, or commodity prices.

“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) (“IFRS”) endorsed from time to time by the European Union or any variation thereof with which the Parent Guarantor or its Restricted Subsidiaries comply. Except as otherwise set forth in the Indenture, all ratios and calculations based on IFRS contained in the Indenture shall be computed in accordance with IFRS as in effect from time to time.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables):

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments for which such Person is responsible or liable;

(3) representing reimbursement obligations in respect of letters of credit, bankers’ acceptances or similar instruments (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence);

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired or such services are completed;

(6) representing any Hedging Obligations in respect of interest rate or currency hedging (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and

(7) the principal component of all obligations, or liquidation preferences, with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends), if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

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The term “Indebtedness” shall not include:

(1) Subordinated Shareholder Debt;

(2) any lease, concession or license of property which would be considered an operating lease under IFRS and any guarantee given by the Parent Guarantor or a Restricted Subsidiary in the ordinary course of business solely in connection with, and in respect of, the obligations of the Parent Guarantor or a Restricted Subsidiary under any operating lease;

(3) Contingent Obligations in the ordinary course of business;

(4) in connection with the purchase by the Parent Guarantor or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;

(5) obligations under or in respect of Qualified Receivables Financing to the extent such obligations are non-recourse to the Parent Guarantor or any Restricted Subsidiary; or

(6) for the avoidance of doubt, any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.

“Initial Public Offering” means an Equity Offering as a result of which the shares of common stock or other common equity interests the IPO Entity in such offering are listed on an internationally recognized exchange or traded on an internationally recognized market.

“Investment Grade Status” shall occur when the Notes are rated “Baa3” or better by Moody’s and “BBB-” or better by S&P and “BBB-” or better by Fitch (or, if either such entity ceases to rate the Notes, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act selected by the Parent Guarantor as a replacement agency).

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet (excluding the footnotes) prepared in accordance with IFRS. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent Guarantor will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Parent Guarantor’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Parent Guarantor or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent Guarantor or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value and, to the extent applicable, shall be determined based on the equity value of such Investment.

“IPO Entity” means the Parent Guarantor or any Parent Holdco that has issued stock in a Public Equity Offering.

“IPO Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (ii) the price per share at which such shares of common stock or common equity interests are sold in such Initial Public Offering.

“Issue Date” means September 30, 2014.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof.

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“Management Advances” means loans or advances not exceeding in aggregate outstanding amount PLN 8.0 million, and in each case made to, or guarantees with respect to loans or advances made to, directors, officers or employees of any Parent Guarantor or any Restricted Subsidiary: (1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business; (2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or (3) in the ordinary course of business.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Proceeds” means the aggregate cash proceeds received by the Parent Guarantor or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration or Cash Equivalents substantially concurrently received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, (2) taxes paid or payable as a result of the Asset Sale, (3) all distributions and other payments required to be made to minority interest holders (other than the Parent Guarantor or any of its Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Sale, (4) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS.

“Non-Recourse Debt” means Indebtedness as to which neither the Parent Guarantor nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (2) is directly or indirectly liable as a guarantor or otherwise.

“Guarantee” means the guarantee by each Guarantor of the Issuer’s obligations under the Indenture and the Notes, executed pursuant to the provisions of the Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated September 24, 2014, relating to the sale of the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, director, manager or a responsible accounting or financial officer of such Person.

“Officer’s Certificate” means a certificate signed by an Officer.

“Parent Holdco” means any Person (other than a natural person) which legally and beneficially owns more than 50% of the Voting Stock and/or Capital Stock of another Person, either directly or through one or more Subsidiaries.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor which does not constitute the Issuer’s or such Guarantor’s (as applicable) Subordinated Obligation.

“Permitted Business” means (1) any businesses activities engaged in by the Parent Guarantor or any of its Subsidiaries on the Issue Date and (2) any businesses, services and activities engaged in by the Parent Guarantor or any of the Restricted Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Permitted Holders” means the Equity Investors and their Affiliates and Related Parties. Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Parent Guarantor or in a Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Parent Guarantor or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

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(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Guarantor or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor or Subordinated Shareholder Debt;

(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Parent Guarantor or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes;

(7) Investments in receivables owing to the Parent Guarantor or any Restricted Subsidiary created or acquired in the ordinary course of business;

(8) Investments represented by Hedging Obligations, which obligations are permitted by clause (8) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(9) Investments in the Notes and any other Indebtedness of the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness constituting Subordinated Obligations);

(10) any guarantee of Indebtedness permitted to be incurred by the covenant described above under the caption “— Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(11) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under the Indenture;

(12) Investments acquired after the Issue Date as a result of the acquisition by the Parent Guarantor or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent Guarantor or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(13) Management Advances;

(14) any Investment to the extent made using as consideration Capital Stock of the Parent Guarantor (other than Disqualified Stock), Subordinated Shareholder Debt or Capital Stock of any Parent Holdco;

(15) so long as no Default or Event of Default of the type specified in clause (1) or (2) under “—Events of Default” has occurred and is continuing, any Investments made in the ordinary course of, and of a nature that is or shall become customary in the business of chemical production, including but not limited to investments in joint ventures, agreements, transactions, interests or arrangements, in each case formed or entered into, for the purposes of (i) research and development related to a Permitted Business, in an aggregate amount not to exceed PLN 25 million per annum (with unused amounts in any calendar year being carried over to the next succeeding calendar years), (ii) the production of raw materials used in a Permitted Business or (iii) permitting the Parent Guarantor and its Restricted Subsidiaries to satisfy objectives customarily achieved through the conduct of the business of chemical production jointly with third parties in an entity in which the direct or indirect interest of the Parent Guarantor or any Restricted Subsidiary is greater than 20%; provided that to the extent the Parent Guarantor or a Restricted Subsidiary receives cash or Cash Equivalents in consideration for such Investment, that such cash or Cash Equivalents are applied in a manner consistent with the second paragraph of the covenant described under the heading “Certain Covenants—Asset Sales,” and provided further, that with respect to any Investments made in reliance on clause (iii) hereof, the Consolidated Leverage Ratio on a pro forma basis after giving effect to any such Investment does not exceed 3.50 to 1.0; and

(16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed the greater of

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(a) PLN 250 million and (b) 6.5% of Total Assets; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to the covenant described above under the caption “—Certain Covenants—Restricted Payments,” such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of the definition of “Permitted Investments” and not this clause.

“Permitted Liens” means:

(1) Liens on the assets of the Issuer or any Guarantor securing Indebtedness permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt”;

(2) Liens in favor of the Parent Guarantor or any Restricted Subsidiary;

(3) Liens on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Guarantor or any Restricted Subsidiary; provided that such Liens do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Guarantor or any Restricted Subsidiary;

(4) Liens to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds, workers compensation obligations, leases (including, without limitation, statutory and common law landlord’s liens), performance bonds, surety and appeal bonds or other obligations of a like nature incurred (including Liens to secure letters of credit issued to assure payment of such obligations) or Liens in connection with bids, tenders, contracts or leases to secure licenses, public or statutory obligations, in each case, incurred in the ordinary course of business;

(5) Liens to secure Indebtedness permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(6) Liens securing Indebtedness under Hedging Obligations, which obligations are permitted by clause (8) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(7) Liens existing on the Issue Date after giving effect to the offering of the Notes and the application of proceeds therefrom as described in the Offering Memorandum under the caption “Use of Proceeds;”

(8) Liens for taxes, assessments or governmental charges or claims that (a) are not yet due and payable or (b) are being contested in good faith by appropriate proceedings;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the Notes (or the Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness (excluding Liens to secure Permitted Refinancing Indebtedness initially secured pursuant to clause (31) of this definition) permitted to be incurred under the Indenture; provided, however, that:

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

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(14) filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under other applicable laws) in connection with operating leases in the ordinary course of business;

(15) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(17) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(18) leases (including operating leases), licenses, subleases and sublicenses of assets in the ordinary course of business;

(19) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;

(20) (a) mortgages, liens, security interests, pledges, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Parent Guarantor or any Restricted Subsidiary has easement rights or on any real property leased by the Parent Guarantor or any Restricted Subsidiary and subordination or similar agreements relating thereto and (b) any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

(21) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(22) (a) Liens securing or arising by reason of any netting or set- off arrangement entered into in the ordinary course of banking or other trading activities; or (b) Liens in connection with specified bank accounts (and cash therein) in connection with the incurrence and repayment of Indebtedness under any daylight facilities permitted to be incurred under the caption “—Certain covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(23) Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(24) pledges of goods, the related documents of title and/or other related documents arising or created in the ordinary course of the Parent Guarantor or any Restricted Subsidiary’s business or operations as Liens only for Indebtedness to a bank or financial institution directly relating to the goods or documents on or over which the pledge exists;

(25) Liens over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the Parent Guarantor or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent more than 15% of the net proceeds of such disposal;

(26) limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Restricted Subsidiaries securing obligations of such joint ventures;

(27) Liens created on any asset of the Parent Guarantor or a Restricted Subsidiary established to hold assets of any stock option plan or any other management or employee benefit or incentive plan or unit trust of the Parent Guarantor or a Restricted Subsidiary securing any loan to finance the acquisition of such assets;

(28) Liens on escrowed proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(29) Liens on Receivables Assets Incurred in connection with a Qualified Receivables Financing or Liens securing Indebtedness or other obligations of a Receivables Subsidiary;

(30) Liens on property or assets of a Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor; and

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(31) Liens incurred in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness of the Parent Guarantor and its Restricted Subsidiaries that does not exceed the greater of PLN 80 million and 2.1% of Total Assets at any one time outstanding.

“Permitted Parent Payments” means, without duplication as to amounts, payments to any Parent Holdco of the Parent Guarantor to permit such entity to pay:

(1) customary indemnification obligations of any Parent Holdco owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Parent Guarantor and its Subsidiaries;

(2) obligations of any Parent Holdco in respect of directors’ fees, remuneration and expenses (including director and officer insurance (including premiums therefore)) to the extent relating to the Parent Guarantor and its Subsidiaries;

(3) professional fees and expenses of any Parent Holdco related to the ownership of the Capital Stock of the Parent Guarantor and, indirectly through the Parent Guarantor, its Subsidiaries (including, without limitation, accounting, legal, audit corporate reporting, and administrative expenses and other reasonable and normal course expenses required to establish and/or maintain such Parent Holdco’s corporate existence or its holding of the Capital Stock of the Parent Guarantor);

(4) expenses incurred by any Parent Holdco in connection with any public offering or other sale of Capital Stock or Indebtedness, whether consummated or not, (a) where the net proceeds of such offering or sale are intended to be received by or contributed to the Parent Guarantor or a Subsidiary of the Parent Guarantor; or (b) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; and

(5) any Related Taxes.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge other Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries (other than intercompany Indebtedness (other than any proceeds loan)); provided that:

(1) the aggregate principal amount (or accreted value, if applicable), or if issued with original issue discount, aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price) of the Indebtedness renewed, refunded, refinanced, replaced, exchanged, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is expressly, contractually subordinated in right of payment to the Notes or a Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee, as the case may be, on terms at least as favorable to the holders of Notes, as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged; and

(4) if the Issuer or any Guarantor was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, such Indebtedness is incurred either by the Issuer or a Guarantor.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“PLN” or “Polish zloty” means Polish zloty, the lawful currency of the Republic of Poland.

“Pre-Expansion European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004.

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“Proceeds Bond” means any loan made by the Issuer to the Parent Guarantor, or any notes issued by the Parent Guarantor to the Issuer, in each case, for the aggregate amount of the gross proceeds received by the Issuer from the offering of the Notes on the Issue Date or from the offering of Initial Notes, pursuant to the Proceeds Bond Document.

“Proceeds Bond Document” means that certain bond document, dated as of the Issue Date (or any subsequent bond document documenting a Proceeds Bond in connection with the proceeds of Initial Notes), by and between the Issuer, as lender, and the Parent Guarantor, as borrower.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the U.S. Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A under the U.S. Securities Act or Regulation S under the U.S. Securities Act, whether or not it includes registration rights entitling the holders of such securities to registration thereof with the SEC for public resale.

“Public Equity Offering” means, with respect to any Person, a bona fide underwritten public offering of the ordinary shares or common equity of such Person (other than a registration statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).

“Public Market” shall be deemed to exist any time after:

(1) a Public Equity Offering has been consummated; and

(2) at least 20% of the total issued and outstanding ordinary shares or common equity of the Parent Guarantor (or a Parent Holdco of the Parent Guarantor) has been distributed to investors other than the Equity Investors or any other direct or indirect shareholders of the Parent Guarantor as of the Issue Date.

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1) an Officer or the Board of Directors of the Parent Guarantor shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Parent Guarantor and the Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at fair market value (as determined in good faith by an Officer or the Board of Directors of the Parent Guarantor), and (3) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Parent Guarantor) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Parent Guarantor or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Indebtedness under Credit Facilities or Indebtedness in respect of the Notes shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means S&P, Fitch or Moody’s or, in the event that S&P, Fitch or Moody’s no longer assigns a rating to the Notes, any other “nationally recognized statistical rating organization” that assigns a rating to the Notes in lieu of the ratings by S&P, Fitch or Moody’s.

“Rating Decline” means the occurrence on any date within the 120-day period immediately following the occurrence of an event specified in the definition of Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies) of any of the following events:

(1) any Rating Agency shall issue or confirm ratings on the Notes which ratings are at least one notch below the rating of the Notes issued by such Rating Agency as in effect immediately prior to the Change of Control event; or

(2) any Rating Agency shall withdraw its rating of the Notes; or

(3) the Notes are no longer rated by any Rating Agency.

In determining how many notches the rating of the Notes has decreased, gradation with respect to rating categories will be taken into account (e.g. with respect to S&P, a decline in a rating from BBB—to BB+, will constitute a decrease of one notch).

“Receivable” means a right to receive payment arising from a sale or lease of goods or services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, as determined on the basis of IFRS.

“Receivables Assets” means any assets that are or will be the subject of a Qualified Receivables Financing.

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“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Parent Guarantor or any of its Subsidiaries pursuant to which the Parent Guarantor or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a transfer by the Parent Guarantor or any of its Subsidiaries), or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent Guarantor or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Parent Guarantor or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly-Owned Subsidiary of the Parent Guarantor (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Parent Guarantor in which the Parent Guarantor or any Subsidiary of the Parent Guarantor makes an Investment and to which the Parent Guarantor or any Subsidiary of the Parent Guarantor transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Parent Guarantor and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Parent Guarantor (as provided below) as a Receivables Subsidiary and:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is subject to terms that are substantially equivalent in effect to a guarantee of any losses on securitized or sold receivables by the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor, (c) is recourse to or obligates the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor in any way other than pursuant to Standard Securitization Undertakings, or (d) subjects any property or asset of the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(2) with which neither the Parent Guarantor nor any other Restricted Subsidiary of the Parent Guarantor has any contract, agreement, arrangement or understanding other than on terms which the Parent Guarantor reasonably believes to be no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent Guarantor, and

(3) to which neither the Parent Guarantor nor any other Restricted Subsidiary of the Parent Guarantor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of Directors of the Parent Guarantor giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Related Parties” means:

(1) any controlling stockholder, partner or member, or any 50% (or more) owned Subsidiary of such Person;

(2) in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof;

(3) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50% or more controlling interest of which consist of any one or more Equity Investors and/or such other Persons referred to in the immediately preceding clause; or

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(4) any investment fund or vehicle managed, sponsored or advised by such Person or any successor thereto, or by any Affiliate of such Person or any such successor.

“Related Taxes” means:

(1) any Taxes required to be paid (provided such Taxes are in fact paid) by any Parent Holdco by virtue of its:

(a) being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries);

(b) issuing or holding Subordinated Shareholder Debt; or

(c) being a holding company parent, directly or indirectly, of the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries; and

(2) if and for so long as the Parent Guarantor is a member of a group filing a consolidated or combined tax return with any Parent Holdco, any consolidated or combined Taxes measured by income for which such Parent Holdco is liable up to an amount not to exceed the lesser of the amount of any such Taxes that the Parent Guarantor and its Subsidiaries would have been required to pay on (i) a separate company basis or (i) on a consolidated basis if the Parent Guarantor and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Parent Guarantor and its Subsidiaries; provided that distributions shall be permitted in respect of the income of an Unrestricted Subsidiary only to the extent such Unrestricted Subsidiary distributed cash for such purpose to the Parent Guarantor or its Restricted Subsidiaries.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Indebtedness” means:

(1) any Indebtedness of any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument or other relevant finance document relating to such Indebtedness expressly provides that it is on parity with or subordinated in right of payment to any Guarantee; and

(2) all Obligations with respect to the items listed in the preceding clause (1).

Notwithstanding anything to the contrary in the preceding sentence, Senior Indebtedness will not include:

(1) any intercompany Indebtedness of the Parent Guarantor or any of its Subsidiaries to the Parent Guarantor or any of its Affiliates;

(2) any liability for national, federal, state, local or other taxes owed or owing by the Parent Guarantor or any Subsidiary of the Parent Guarantor;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(4) any Indebtedness that is incurred in violation of the Indenture;

(5) Indebtedness which is classified as non-recourse in accordance with IFRS or any unsecured claim arising in respect of insolvency proceedings;

(6) any Capital Stock and other Equity Interests; or

(7) any Subordinated Obligations and any Subordinated Shareholder Debt.

“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries that are Restricted Subsidiaries (1) for the most recent fiscal year, accounted for more than 10% of the consolidated revenues of the Parent Guarantor or (2) as of the end of the most recent fiscal year, was the owner of more than 10% of Total Assets (after intercompany eliminations).

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“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Parent Guarantor or any Subsidiary of the Parent Guarantor which the Parent Guarantor has determined in good faith to be customary in a Receivables Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means, in the case of the Issuer, any Indebtedness of the Issuer (whether outstanding on the Issue Date or thereafter incurred) which is expressly subordinate or junior in right of payment to the Notes pursuant to a written agreement and, in the case of a Guarantor, any Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is expressly subordinate or junior in right of payment to the Guarantee of such Guarantor pursuant to a written agreement.

“Subordinated Shareholder Debt” means, collectively, any debt provided to the Parent Guarantor by any direct or indirect Parent Holdco of the Parent Guarantor or any Permitted Holder, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Debt; provided that such Subordinated Shareholder Debt:

(1) does not (including upon the happening of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Equity Interests of the Parent Guarantor (other than Disqualified Stock) or for any other security or instrument meeting the requirements of the definition);

(2) does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the maturity of the Notes;

(3) does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers on its shareholders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the first anniversary of the maturity of the Notes;

(4) is not secured by a Lien on any assets of the Parent Guarantor or a Restricted Subsidiary and is not guaranteed by the Parent Guarantor or any Subsidiary of the Parent Guarantor;

(5) is subordinated in right of payment to the prior payment in full in cash of the Notes in the event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the Parent Guarantor; or

(6) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the date on which the Notes mature other than into or for Capital Stock (other than Disqualified Stock) of the Parent Guarantor, provided, however, that any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Debt, such Indebtedness shall constitute an incurrence of such Indebtedness by the Parent Guarantor, and any and all Restricted Payments made through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original issuance of such Subordinated Shareholder Debt shall constitute new Restricted Payments that are deemed to have been made after the date of the original issuance of such Subordinated Shareholder Debt.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

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“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax). “Taxes” and “Taxation” shall be construed to have corresponding meanings.

“Tax Sharing Agreement” means any tax sharing or profit and loss pooling or similar agreement with customary or arm’s length terms entered into with any Parent Holdco of the Parent Guarantor or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of the Indenture.

“Total Assets” means the consolidated total assets of the Parent Guarantor and its Restricted Subsidiaries as shown on the consolidated balance sheet of the Parent Guarantor prepared in accordance with, and as provided for by, IFRS.

“Unrestricted Subsidiary” means any Subsidiary of the Parent Guarantor (other than the Issuer and any Parent Holdco that is a Subsidiary of the Parent Guarantor) that is designated by the Board of Directors of the Parent Guarantor as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors but only to the extent that such Subsidiary:

(1) at the time of such designation, has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Parent Guarantor or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor; and

(3) is a Person with respect to which neither the Parent Guarantor nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amounts of such Indebtedness.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary of the Parent Guarantor, all of the Capital Stock of which (other than directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Parent Guarantor or another Wholly-Owned Subsidiary) is owned by the Parent Guarantor or another Wholly-Owned Subsidiary.

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BOOK-ENTRY, DELIVERY AND FORM

General

The Additional Notes sold outside the United States pursuant to Regulation S under the U.S. Securities Act were initially represented by a global note in registered form without interest coupons attached (the “Global Notes”). The Global Notes were deposited, on the closing date, with, or on behalf of, a common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream.

Except as set forth below, the Additional Notes were issued in registered global form in minimum denominations of €100,000 and integral multiples of €1,000 thereof.

Ownership of interests in the Regulation S Global Note (the “Book-Entry Interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such participants. The Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants.

Except under the limited circumstances described below, the Book-Entry Interests will not be held in definitive form. Instead, Euroclear and Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, owners of interest in the Global Notes will not have the Additional Notes registered in their names, will not receive physical delivery of the Additional Notes in certificated form and will not be considered the registered owners or “holders” of the Additional Notes under the Indenture for any purpose.

So long as the Additional Notes are held in global form, the common depositary for Euroclear and Clearstream (or its nominees), as applicable, will be considered the sole holder of the Global Notes for all purposes under the Indenture. In addition, participants must rely on the procedures of Euroclear and Clearstream, and indirect participants must rely on the procedures of Euroclear and Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders of Additional Notes under the Indenture.

None of us, the Paying Agent, the Transfer Agent, the Registrar or the Trustee will have any responsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests.

Definitive Registered Additional Notes

Under the terms of the Indenture, owners of the Book-Entry Interests will receive definitive registered Additional Notes in certificated form (“Definitive Registered Additional Notes”) only in the following circumstances:

(1) if either Euroclear or Clearstream notifies us that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days; or

(2) if the owner of a Book-Entry Interest requests such exchange in writing delivered through Euroclear or Clearstream following an event of default under the Indenture and enforcement action is being taken in respect thereof under the Indenture.

In such an event, the Issuer will instruct the Registrar to issue Definitive Registered Notes, registered in the name or names and issued in any approved denominations, requested by or on behalf of Euroclear, Clearstream or us, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and such Definitive Registered Notes will bear the restrictive legend as provided in the Indenture, unless that legend is not required by the Indenture or applicable law.

To the extent permitted by law, we, the Trustee, the Paying Agent, the Transfer Agent and the Registrar shall be entitled to treat the registered holder of any Global Note as the absolute owner thereof and no person will be liable for treating the registered holder as such. Ownership of the Global Notes will be evidenced through registration from time to time at the registered office of the Issuer, and such registration is a means of evidencing title to the Notes.

We will not impose any fees or other charges in respect of the Notes; however, owners of the Book-Entry Interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and Clearstream.

Redemption of the Global Notes

In the event that any Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will distribute the amount received by it in respect of the Global Notes so redeemed to the owners of the Book-Entry Interests in such Global Note from the amount received by them in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by

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Euroclear and Clearstream, as applicable, in connection with the redemption of such Global Note (or any portion thereof). We understand that, under the existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other basis as they deem fair and appropriate (including the pool factor); provided, however, that no Book-Entry Interest of less than €100,000 principal amount at maturity, or less, may be redeemed in part.

Payments on Global Notes

We will make payments of any amounts owing in respect of the Global Notes (including principal, premium, interest, additional interest and additional amounts) to the Paying Agent. The Paying Agent will, in turn, make such payments to Euroclear or Clearstream, which will distribute such payments to participants in accordance with their respective procedures.

Under the terms of the Indenture, we, the Trustee, the Registrar, the Transfer Agent and the Paying Agent will treat the registered holder of the Global Notes (i.e., Euroclear or Clearstream (or their respective nominees)) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of us, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any of their respective agents has or will have any responsibility or liability for:

• be structurally subordinated to any existing and future indebtedness of each member of the Group that does not provide Guarantees;

• any aspect of the records of (or maintaining, supervising or reviewing the records of) Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest, for any such payments made by Euroclear, Clearstream or any participant or indirect participant, or for maintaining, supervising or reviewing;

• any other matter relating to the actions and practices of Euroclear, Clearstream or any participants or indirect participants;

• the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest; or

• the common depositary, Euroclear, Clearstream or any participant or indirect participant.

Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such participants.

Currency and Payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes, will be paid to holders of interest in such Notes through Euroclear and/or Clearstream in euro.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of Notes only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes. However, if there is an event of default under the Notes, each of Euroclear and Clearstream reserves the right to exchange the Global Notes for Definitive Registered Notes in certificated form, and to distribute such Definitive Registered Notes to their respective participants.

Transfers

Book-Entry Interests in the 144A Global Note may be transferred to a person who takes delivery in the form of Book-Entry Interests in the Regulation S Global Note only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S under the U.S. Securities Act. Prior to 40 days after the date of initial issuance of the Notes, ownership of Regulation S Book-Entry Interests will be limited to persons that have accounts with Euroclear or Clearstream or persons who hold interests through Euroclear or Clearstream, and any sale or transfer of such interest to U.S. persons shall not be permitted during such periods unless such resale or transfer is made pursuant to Rule 144A under the U.S. Securities Act. Regulation S Book-Entry Interests may be transferred to a person who takes delivery in the form of 144A Book-Entry Interests only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made to a person who the transferor reasonably believes is a “qualified institutional

129 buyer” within the meaning of Rule 144A under the U.S. Securities Act in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act or otherwise in accordance with the transfer restrictions and in accordance with any applicable securities laws of any other jurisdiction.

Subject to the foregoing, Book-Entry Interests may be transferred and exchanged as described under “Description of the Notes—Transfer and Exchange.” Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in the other Global Note will, upon transfer, cease to be a Book- Entry Interest in the first-mentioned Global Note and become a Book-Entry Interest in the other Global Note, and accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in such other Global Note for as long as that person retains such a Book-Entry Interest.

Definitive Registered Notes may be transferred and exchanged for Book-Entry Interests in a Global Note only as described under “Description of the Notes—Transfer and Exchange” and, if required, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Information Concerning Euroclear and Clearstream

All Book-Entry Interests will be subject to the operations and procedures of Euroclear or Clearstream, as applicable. We have provided the summaries of those operations and procedures provided in this Listing Particulars solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither us nor the Initial Purchasers are responsible for those operations or procedures. Euroclear and Clearstream hold securities for participating organizations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants. Euroclear and Clearstream provide various services to their participants, including, among other things, the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly.

Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of an owner of a beneficial interest to pledge such interest to persons or entities that do not participate in the Euroclear or Clearstream systems, or otherwise take actions in respect of such interest, may be limited by the lack of a definite certificate for that interest. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests to such person may be limited. In addition, owners of beneficial interests through the Euroclear or Clearstream systems will receive distributions attributable to the 144A Global Notes only through Euroclear or Clearstream participants.

Global Clearance and Settlement under the Book-Entry System

The Notes represented by the Global Notes are expected to be listed on the official list of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof. Transfers of interests in the Global Notes between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective system’s rules and operating procedures. Although Euroclear and Clearstream currently follow the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants in Euroclear or Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued or modified at any time. None of the Issuer, any Guarantor, the Initial Purchasers, the Trustee, the Transfer Agent, the Registrar or the Paying Agent will have any responsibility for the performance by Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Initial Settlement

Initial settlement for the Notes will be made in euro. Book-Entry Interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional Eurobonds in registered form. Book- Entry Interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading

The Book-Entry Interests will trade through participants of Euroclear or Clearstream and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading of any Book-Entry Interests where both the purchaser’s and the seller’s accounts are located to ensure that settlement can be made on the desired value date.

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Special Timing Considerations

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving Notes through Euroclear and/or Clearstream, as applicable, on days when those systems are open for business.

In addition, because of time-zone differences, there may be complications with completing transactions involving Euroclear and/or Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the Notes, or to receive or make a payment or delivery of Notes, on a particular day, may find that the transactions will not be performed until the next business day in Brussels if Euroclear is used or Luxembourg if Clearstream is used.

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LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES

Set out below is a summary of certain limitations on the validity, effectiveness and enforceability of the Guarantees in each of the jurisdictions in which the Guarantors are organized. In particular, the following includes a brief description of certain aspects of bankruptcy, insolvency and certain other applicable regulations in the EU, Sweden, Poland and the Czech Republic. It is a summary only and does not include a full description of all regulations which may limit the validity, effectiveness and enforceability of the Guarantees.

It should be noted that bankruptcy, insolvency or a similar proceedings, schemes and/or events, could be conducted or could occur in any of these jurisdictions, as well as in other jurisdictions. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions’ law should apply and could adversely affect your ability to enforce your rights and to collect payment in full under the Additional Notes or the Guarantees. In particular, under EU regulations and regulations of EU member states, the insolvency (bankruptcy) proceedings may be initiated not only in the country where the entity is registered (incorporated) but also in other European Union member states where the bankrupt entity conducts its business activity or has assets. See “—European Union”. Irrespective of the attempts to harmonize the bankruptcy regulations in EU member states, the regulations in various member states differ and insolvency (bankruptcy) proceedings conducted in more than one member state may create additional legal risks and costs for you.

In the event that the Issuer or any or several of the Guarantors experience financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions bankruptcy, insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

European Union

The Guarantors in Poland and in the Czech Republic are organized under the laws of member states of the EU.

Pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings (the “EU Insolvency Regulation”), which applies within the EU, other than Denmark, the court which shall have jurisdiction to open insolvency proceedings in relation to a company is the court of the member state (other than Denmark) where the company concerned has its “center of main interests” (as that term is used in Article 3(1) of the EU Insolvency Regulation). The determination of where a company has its “center of main interests” is a question of fact on which the courts of the different Member States may have differing and even conflicting views.

Furthermore, “center of main interests” is not a static concept and may change from time to time. Although under Article 3(1) of the EU Insolvency Regulation there is a rebuttable presumption that a company would have its respective “center of main interests” in the Member State in which it has its registered office, Preamble 13 of the EU Insolvency Regulation states that the “center of main interests” of a debtor should correspond to the place where the debtor conducts the administration of its interests on a regular basis and “is therefore ascertainable by third parties.” The European Court of Justice has ruled in a recent judgment that a debtor company’s main center of interests must be determined by attaching greater importance to the place of the company’s central administration, as may be established by objective factors which are ascertainable by third parties. Where the bodies responsible for the management and supervision of a company are in the same place as its registered office and the management decisions of the company are taken in a manner that is ascertainable by third parties the presumption, that the center of the company’s main interests is located in that place, shall be irrefutable. Where a company’s central administration is, however, not in the same place as its registered office, the presence of company assets and existence of contracts for the financial exploitation of those assets in a member state other than that in which the registered office is situated cannot be regarded as sufficient factors to rebut the above-mentioned presumption, unless a comprehensive assessment of all relevant factors makes it possible to establish, in a manner that is ascertainable by third parties, that the company’s actual center of management and supervision and of the management of its interests is located in that other member state. The factors to be taken into account include, in particular, all the places in which the debtor company pursues economic activities and all those in which it holds assets, in so far as they are ascertainable by third parties.

If the center of main interests of a company is and will remain located in the state in which it has its registered office, the main insolvency proceedings in respect of such company under the EU Insolvency Regulation would be commenced in such jurisdiction and accordingly a court in such jurisdiction would be entitled to commence the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation. Insolvency proceedings opened in one Member State under the EU Insolvency Regulation are to be recognized in the other Member States (other than Denmark), although secondary proceedings may be opened in another Member State. If the “center of main interests” of a debtor is in one Member State (other than Denmark) under Article 3(2) of the EU Insolvency Regulation, the courts of another Member State (other than Denmark) have jurisdiction to open “territorial proceedings” only in the event that such debtor has an “establishment” in the territory of such other Member State. The effects of those territorial proceedings are restricted to the assets of the debtor located in the territory of such other Member State. If the company does not have an establishment in any other Member State, no court of any other Member State has jurisdiction to open territorial proceedings in respect of such issuer or guarantor under the EU Insolvency Regulation. Irrespective of whether the

132 insolvency proceedings are main or territorial proceedings, such proceedings will always, subject to certain exemptions, be governed by the lex fori concursus, i.e., the local insolvency law of the court which has assumed jurisdiction for the insolvency proceedings of the debtor.

In the event that the Issuers or any provider of collateral experiences financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings will be commenced, or the outcome of such proceedings. Applicable insolvency laws may affect the enforceability of the obligations of the Issuers and the collateral provided by the Issuers or any other company. The insolvency, administration and other laws of the jurisdictions in which the respective companies are organized or operate may be materially different from, or conflict with, each other and there is no assurance as to how the insolvency laws of the potentially involved jurisdictions will be applied in relation to one another.

Sweden

Applicable Insolvency Law

A Swedish party will in principle be subject to insolvency proceedings covered by the EU Insolvency Regulation if it has its “center of main interest” in Sweden. The Issuer is incorporated under the laws of Sweden and as such any insolvency proceedings applicable to the Issuer including any and all of its assets (in Sweden and abroad) will, as a starting point and by virtue of Article 4 of the EU Insolvency Regulation, be governed by Swedish insolvency law (lex fori concursus).

Insolvency proceedings under Swedish law

Under Swedish law, a debtor company may be subject to one of two types of insolvency proceedings: bankruptcy pursuant to the Swedish Bankruptcy Act (Sw. konkurslagen (1987:672)), as amended (the “Swedish Bankruptcy Act”), and reorganization pursuant to the Swedish Company Reorganization Act (Sw. lagen (1996:764) om företagsrekonstruktion), as amended (the “Swedish Reorganization Act”).

Bankruptcy pursuant to the Swedish Bankruptcy Act

General

Pursuant to the Swedish Bankruptcy Act, if a company is unable to pay its debts when they fall due and such inability is not merely temporary, it is deemed insolvent and can be declared bankrupt following a bankruptcy petition filed with the court by the debtor or by a creditor of the debtor (who does not have satisfactory security for its claim).

In the event of bankruptcy the court will appoint a receiver in bankruptcy (Sw. konkursförvaltare) who will work in the interest of all creditors with the objective of selling the debtor’s assets and distributing the proceeds among the creditors.

The purpose of bankruptcy proceedings is to wind up the company in such a way that the company’s creditors receive as high a proportion of their claims as possible. The receiver in bankruptcy is required to safeguard the assets and can decide to continue the business for a certain period or to close it down, depending on what is best for all creditors. In general, the receiver in bankruptcy is required to sell the assets of the debtor as soon as possible and to distribute the proceeds in accordance with the mandatory priority rules. In the interim, the receiver will take over the management and control of the company. The company’s directors and/or managing director will no longer be entitled to represent the company or dispose of the company’s assets.

Effect of Bankruptcy on the Bankruptcy Debtor’s Contracts

The declaration of bankruptcy does not automatically terminate existing contracts; instead, the receiver may, in relation to certain contracts, in its discretion choose to have the bankruptcy estate itself become party to any such existing contracts. A clause in such a contract which provides that the contract is terminated by reason of a bankruptcy petition or similar proceeding is likely to be deemed unenforceable. If the estate enters into such a contract and performance by the creditor is due, the creditor may generally demand that the estate perform its obligations as well or, if a grace period has been granted, request that the estate, without unreasonable delay, provides acceptable security for its performance. If performance by the creditor is not due, the creditor may request security where this is necessary in order to protect the creditor against loss. If the estate does not enter into the contract within a reasonable time after the creditor’s demand or if it does not comply with the creditor’s request to provide security, the creditor may terminate the contract.

Order of Priorities

When distributing the proceeds, the receiver must follow the mandatory provisions of the Swedish Rights of Priority Act (Sw. förmånsrättslagen (1970:979)), as amended (the “Swedish Rights of Priority Act”), which states the order in which creditors have a right to be paid. As a general principle, in bankruptcy proceedings competing claims have equal right to payment in relation to the size of the amount claimed from the debtor’s assets. However, preferential or secured creditors have the benefit of payment before other creditors. Moreover, the priority of a claim could also be affected if it is subordinated, e.g. if the creditor has entered into an agreement stipulating such subordination.

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There are two types of preferential rights: specific and general. Specific preferential rights apply to certain specific property in the event of execution of a debt and bankruptcy and give the creditor a right to payment from such property.

General preferential rights cover all property belonging to the insolvent company’s estate in bankruptcy, which is not covered by specific preferential rights, and give the creditor a right to payment derived from such property. Claims that do not carry any of the above mentioned preferential rights or exceed the value of the security provided for such claim (to the extent of such excess), are non-preferential and are of equal standing as against each other.

Reorganization of a company pursuant to the Swedish Reorganization Act

General

The Swedish Reorganization Act provides companies facing difficulty in meeting their payment obligations with an opportunity to resolve these obligations without being declared bankrupt. The debtor or a creditor of a debtor may petition for company reorganization. If a creditor petitions for company reorganization the debtor’s consent to the reorganization is required. Prerequisites for an approval of a petition for company reorganization are that it can be assumed that the debtor is unable to pay its due debts or such inability will occur shortly and there is a possibility that the reorganization will be successful in resolving the company’s financial difficulties. Corporate reorganization proceedings shall, as a main rule, terminate within three months from commencement but may under certain conditions be extended for up to one year.

Administrator

An administrator (Sw. rekonstruktör) is appointed by the court and supervises the day-to-day activities of the debtor in order to accomplish the reorganization. The administrator safeguards the interests of creditors as well as the debtor. In distinction from bankruptcy the debtor remains in full possession of the business except that the consent of the administrator is required for important decisions such as (i) paying a debt or granting security for a debt that arose prior to the order of reorganization, (ii) assuming new obligations or (iii) transferring, pledging or granting rights in respect of assets of significant importance to the business. However, the absence of such consent does not affect the validity of the transaction.

Reorganization Plan, Creditors’ Meeting and Creditors’ Committee

Upon opening of corporate reorganization proceedings, the administrator must notify the creditors of the reorganization proceedings and draw up a reorganization plan specifying the proposed action to be taken to resolve the debtor’s financial difficulties. A creditors’ meeting will be held at which the creditors will be given the opportunity to express their opinions as to whether the reorganization should continue. Upon the request of any of the creditors, the court shall appoint a creditors’ committee. The administrator shall, if possible, consult with the creditors’ committee prior to taking any significant decisions.

Moratorium

The corporate reorganization proceedings do not have the effect of terminating existing contracts with the debtor. Furthermore, the opening of corporate reorganization proceedings entails limitations on the contracting party’s right to terminate a contract, e.g., due to the debtor’s delay in payment. Such limitations are similar to what is stated above in respect of a bankruptcy estate’s right to enter into existing contracts. However, the limitations are not applicable where a creditor has security over, inter alia, financial instruments or receivables originating from a loan granted by a credit institution. During the reorganization procedure, the debtor’s business activities continue in the ordinary course of business.

However, the procedure includes a suspension of payments to creditors and any petition for bankruptcy in respect of the debtor will, subject to certain exceptions, be stayed. Moreover, the debtor may not pay a debt that fell due prior to the reorganization order without the consent of the administrator. Such consent may only be granted should there be exceptional reasons for doing so.

Public Composition Proceedings

A debtor may apply to the court requesting public composition proceedings (Sw. offentligt ackord), which means that the amount of a creditor’s claim may be reduced. The proposal for a public composition must meet certain requirements, such as that a sufficient proportion of the creditors which are allowed to vote in respect of a sufficient proportion of the outstanding claims, vote in favour of such public composition. Creditors with set-off rights and secured creditors will not participate in the composition unless they wholly or partly waive their set-off rights or priority rights. Should the security not cover a secured creditor’s full claim, the remaining claim will, however, be part of the composition. A specific creditors’ meeting is convened to vote on the proposed composition. The public composition is binding on all creditors that were entitled to participate, i.e., also creditors who have not attended the creditors’ meeting.

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Recovery in bankruptcy and in reorganization

In bankruptcy and—if certain conditions are met—company reorganization proceedings, transactions can (in certain circumstances and subject to a time limit) be reversed and the assets shall then be returned to the bankruptcy estate or the company subject to company reorganization. Broadly, these transactions include, among others and subject to further prerequisites, situations where the debtor has (a) conveyed property fraudulently or preferentially to one creditor to the detriment of its other creditors, (b) created a new security interest, granted a guarantee or security that was either not stipulated at the time when the secured obligation arose or not perfected without delay after such time and the delay is not considered to be ordinary or (c) paid a debt that is not due or that is considerable compared to the value of the debtor’s assets or if the payment is made by using unusual means of payment. In the majority of situations, a claim for recovery can be made concerning actions that were made during the three months preceding the commencement of the relevant insolvency proceedings. In certain situations longer time limits apply. These include, among others, situations where the other party to an agreement or other arrangement is deemed to be a closely related party to the debtor, such as a subsidiary or parent company.

Liquidation due to capital deficiency

Pursuant to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), as amended (the “Swedish Companies Act”), whenever a company’s board of directors has a reason to assume that, as a result of losses or reductions in the value of the company’s assets or any other event, the company’s equity is less than half the registered share capital, the company’s board of directors shall prepare a balance sheet for liquidation purposes (Sw. kontrollbalansräkning) and have it examined by the company’s auditors. The same obligation arises if the company in connection with enforcement pursuant to Chapter 4 of the Swedish Enforcement Code (Sw. utsökningsbalken (1981:774)) is found to lack seizable assets.

If the balance sheet for liquidation purposes shows that the equity of such company is less than half of the registered share capital, the board of directors shall, as soon as possible, issue notice to attend a shareholders’ meeting which shall consider whether the company shall go into liquidation (initial shareholders’ meeting). The balance sheet for liquidation purposes and an auditor’s report with respect thereto shall be presented at the initial shareholders’ meeting. If the balance sheet for liquidation purposes presented at the initial shareholders’ meeting fails to show that, on the date of such meeting, the equity of the company amounts to the registered share capital and the initial shareholders’ meeting has not resolved that the company shall go into liquidation, the shareholders’ meeting shall, within eight months of the initial shareholders’ meeting, reconsider the issue whether the company shall go into liquidation (second shareholders’ meeting). Prior to the second shareholders’ meeting, the board of directors shall prepare a new balance sheet for liquidation purposes and cause such to be reviewed by the company’s auditors. The new balance sheet for liquidation purposes and an auditor’s report thereon shall be presented at the second shareholders’ meeting.

A shareholders’ resolution on liquidation of the company shall be registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which shall appoint a liquidator. Should the shareholders not resolve on such voluntary liquidation where required (which are where (i) a second shareholders’ meeting is not held within the period of time stated above, or (ii) the new balance sheet for liquidation purposes which was presented at the second shareholders’ meeting was not reviewed by the company’s auditor or fails to show that, on the date of such meeting, the equity of the company amounts to at least the registered share capital), the court may put the company into compulsory liquidation and appoint a liquidator. The liquidator takes over management and control of the company and shall sell the company’s assets and settle the company’s debts with the proceeds. The liquidator shall give notice to the company’s unknown creditors and creditors that have not lodged their claims with the liquidator within six months following such notice will have forfeited their rights to their claims.

If the board of directors fails to comply with the requirements relating to liquidation due to capital deficiency (such as failure to prepare a balance sheet for liquidation purposes and have the auditors examine it in case there are reasons to assume that the company’s equity is less than half of its registered share capital), the members of the board of directors may be liable for obligations incurred by the company during the period of such failure to act. Also, any person who conducts business on the company’s behalf with knowledge of the board of directors’ failure to act may incur a similar liability. Liability shall however not be incurred by any person (including any member of the board of directors) who proves that he or she was not negligent.

Poland

Insolvency

135 place of the registered office is presumed to be the center of its main interests in the absence of proof to the contrary. Consequently, in the event of the insolvency of a Polish Guarantor, bankruptcy proceedings would be governed by Polish law. Any judgment opening insolvency proceedings granted by a Polish court will be recognized in all other EU member states (except for Denmark) from the time that judgment becomes effective in Poland. Recognition of these bankruptcy proceedings will not preclude the opening of secondary bankruptcy proceedings describe in more detail below.

Pursuant to the Insolvency Regulation, in certain circumstances, bankruptcy proceedings may be initiated not only in a EU member state where there is a Guarantor’s center of main interests but also in other EU member state where a Guarantor has its “establishment,” i.e., any place of operations where the debtor carries out a non-transitory economic activity with human means and goods. The effects of those bankruptcy proceedings will be restricted to the assets of that Guarantor situated in the territory of that other EU member state. If bankruptcy proceedings have been opened in a EU member state where there is a Guarantor’s center of main interests, any bankruptcy proceedings opened subsequently in other EU member state where that Guarantor has its establishment will be secondary bankruptcy proceedings. Those secondary bankruptcy proceedings will be opened without that Guarantor’s insolvency being examined in that other EU member state. As a general rule, the law applicable to secondary bankruptcy proceedings will be that of the EU member state within the territory of which the secondary proceedings are opened. According to the Polish Bankruptcy Law, a Polish Guarantor as a debtor will be declared bankrupt: (i) if it does not fulfill its due and payable (wymagalne) pecuniary obligations, or (ii) if its liabilities exceed the total value of its assets (even if it discharges those liabilities on a current basis). Each individual who has the right to represent the Polish Guarantor (whether alone or with others) is obligated to file a motion to declare the Polish Guarantor bankrupt within two weeks from when the grounds for declaration of bankruptcy above are met. In practice, it is difficult to determine the day from which the two-week time-limit for filing the motion should be counted. Additionally, each of the Polish Guarantor’s creditors may file for bankruptcy of the relevant Polish Guarantor.

There are two types of bankruptcy proceedings under Polish law: (i) “liquidation” bankruptcy proceedings, the principal aim of which is the satisfaction of the creditors from the proceeds obtained after sale of the debtor’s assets (such bankruptcy proceedings would result in dissolution of the debtor’s company unless otherwise permitted by law), and (ii) “arrangement” bankruptcy proceedings essentially aimed at satisfaction of the creditors through a settlement with the debtor (such bankruptcy proceedings could allow the debtor to continue its business activity also following the completion of these proceedings).

Liquidation bankruptcy proceedings

In the event of liquidation bankruptcy proceedings, the court appoints a bankruptcy receiver (syndyk) who takes over the management of the bankrupt’s assets. From this moment on, the debtor—the bankrupt entity is replaced by the receiver who administers the bankrupt entity’s assets and represents the bankrupt entity. The bankrupt entity’s assets become bankruptcy assets which will be liquidated to pay off creditors. The receiver prepares a list of the assets. Upon the declaration of bankruptcy all of the debtor’s debts become due and payable. Interest may be satisfied from the bankruptcy estate only for the period up to the date of the declaration of bankruptcy.

Arrangement bankruptcy proceedings

In the event of arrangement bankruptcy proceedings, the court appoints a court supervisor (nadzorca sądowy) or an administrator (zarządca) instead of the bankruptcy receiver. A court supervisor is appointed in a situation where the debtor will continue to manage its assets, whereas an administrator is appointed where the debtor is deprived of the right to manage its assets.

If the required majority of creditors vote in favor of an arrangement, the arrangement is accepted and then approved by the court, unless the arrangement is contrary to the rules of law or it is obvious that it will not be performed. The court’s decision approving the arrangement may be appealed. The accepted arrangement is binding on all creditors, whose receivables are covered by the arrangement in accordance with the provisions of the Polish Bankruptcy Law. However, Polish law provides for exclusions of certain receivables from the arrangement. These include, inter alia: (i) receivables secured with mortgages, pledges, registered pledges, treasury pledges and/or maritime pledges; (ii) receivables under derivative or repo transactions; and (iii) receivables under employment contracts. Rules on which the bankrupt entity’s debts will be repaid are stipulated in the arrangement. The most typical arrangement involves a situation where the creditors are paid a portion of the debts and the bankrupt entity continues its operations. It is also possible, however, to accept a so-called liquidation arrangement where a determination is made how the bankrupt entity’s assets and the business will be liquidated.

Once bankruptcy is declared (irrespective of its type), no mortgage, pledge, registered pledge, treasury pledge and/or maritime mortgage can be established over the bankrupt entity’s assets in order to secure a receivable debt arisen before the declaration of bankruptcy. This does not apply to a mortgage where a motion for entering a mortgage was filed with the court within the six months preceding the filing of the bankruptcy petition.

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Provisions of a contract which provide, in the event of the declaration of bankruptcy, for a revision or for the termination of a legal relationship to which the bankrupt entity is a party, are invalid. A provision of a contract to which the bankrupt entity is a party, which provision renders the achievement of the goal of the bankruptcy proceedings impossible or difficult are ineffective against the bankruptcy estate.

If court proceedings against the bankrupt entity are pending on the day of the bankruptcy declaration in any common courts, then such proceedings are in some cases discontinued. If proceedings were pending in which the bankrupt entity was the plaintiff, the receiver or the administrator replaces the bankrupt entity. If a court supervisor is appointed, he acts together with the bankrupt entity in the proceedings. If enforcement proceedings regarding the receivables included in the arrangement by operation of law and initiated prior to the declaration of bankruptcy were pending against the bankrupt entity on the date of the bankruptcy declaration, they are suspended with effect from the date of the bankruptcy declaration and the proceeds received are transferred to the bankruptcy estate after the decision on the declaration of bankruptcy becomes final. Finally, all the arbitration clauses expire with effect from the date of the bankruptcy declaration and if arbitration proceedings were pending on the date of the bankruptcy declaration, such proceedings are discontinued.

Creditors have a right to submit their claims within the time limit indicated in a decision declaring bankruptcy. Claims supported by evidence of claims are usually admitted, i.e., included in the list of liabilities. If a claim is not included in the list, then a creditor has a right to appeal. The procedural requirements for submitting a claim are very formalistic.

In case of liquidation bankruptcy proceedings, creditors under the Guarantee will be satisfied from the proceeds obtained from the sale of a Polish Guarantor’s assets. When the repayment of receivables arising under the Guarantee become part of an arrangement in arrangement bankruptcy proceedings, there is a possibility that such receivables may be decreased on the basis of a decision of the creditors (such decisions would be subject to certain mandatory rules of the Polish Bankruptcy Law). The proceeds separated for satisfaction of a receivable whose repayment depends on a condition precedent will be handed out to the creditor if he proves that the condition has been fulfilled; otherwise this amount will be deposited with the court. The proceeds separated for satisfaction of a receivable which is not yet enforceable shall be deposited with the court.

As a rule, creditors’ receivables towards a Polish Guarantor will be divided into five categories and creditors having their receivables in a lower ranking category may not obtain satisfaction before all receivables in the higher ranking category have been fully satisfied. The first three categories concern, inter alia, the following receivables: (i) the costs of bankruptcy proceedings; (ii) payments due under contracts of employment for the period before the date of declaration of bankruptcy; and (iii) payments to the state such as taxes and social security obligations concerning the employees. The fourth category includes, inter alia, commercial receivables which do not fall within the fifth category, together with interest for the year before the date of the bankruptcy declaration. The last category includes, inter alia, interest which does not belong to any of the higher categories. Within each category, each receivable is satisfied pro rata to the total value of receivables listed in such category.

If an asset owned by the bankrupt entity (i.e., a Polish Guarantor) is subject to a mortgage, pledge, registry pledge, treasury pledge or a maritime mortgage, then a creditor in whose favor the security has been established has a right to receive proceeds from the sale of that asset before other creditors (with few exceptions relating to mortgages and maritime mortgages such as, for instance, a certain portion of alimony claims or employee salaries). Where a number of mortgages have been established on a real estate which considerably exceed its value, creditors are repaid from such real estate according to their priority.

Effectiveness of the Guarantee in case of a Polish Guarantor’s bankruptcy

Under the Polish Bankruptcy Law, the Guarantees granted by the Polish Guarantors may be declared ineffective or deemed to be ineffective in certain situations relating to the hardening periods set forth in the Polish Bankruptcy Law. In particular, ineffective towards the bankruptcy assets are security and the payment of an unenforceable debt (dług niewymagalny), given or made by the bankrupt entity within two months before the filing of the bankruptcy petition. However, one who received the payment may, by bringing an action or charge, seek the recognition of such acts as effective if at the time when the same were performed he was unaware of the existence of grounds for the declaration of bankruptcy.

Furthermore, ineffective towards the bankruptcy assets are Guarantees granted within six months before the filing of the bankruptcy petition if made by the bankrupt entity with its partners or shareholders, their representatives or spouses of the same, or affiliates, their partners or shareholders, representatives, or spouses of the same as well as with another company, in the event of either being the controlling company.

The Guarantees granted within one year before the filing of the motion for bankruptcy will also be deemed ineffective towards the bankruptcy estate if the value of the Guarantees significantly (w rażącym stopniu) exceeded consideration for a Polish Guarantor, or there was no consideration for a Polish Guarantor.

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Furthermore, if a Polish Guarantor is declared a subject of liquidation bankruptcy proceedings, its debts arising under the Guarantee will become immediately due and payable.

Limitations on Validity and Enforceability of the Guarantees

Polish law does not provide for specific limitations on financial assistance with respect to a limited liability company (sp. z o.o.). However, a Polish limited liability company should comply with both the general corporate laws and the insolvency laws which may provide for certain limitations on the enforcement of the Guarantees.

In accordance with Article 189 section 2 of the Polish Commercial Companies Code (Kodeks Spólek Handlowych) of September 15, 2000 (Journal of Laws no. 94, item 1037, as amended), shareholders may not receive, on whatever account, payments out of a company’s assets which are necessary for the share capital to be fully paid up. A breach of this rule results in the shareholders’ obligation to return the payments up to the amount of the share capital. Therefore, any guarantee under the Guarantees by any of the Guarantors incorporated under Polish law will be affected, or could be set aside, to the extent it would result in a reduction of its assets necessary to cover in full its share capital in breach of Article 189 section 2 of the Polish Commercial Companies Code. In relation to a Polish joint stock company (spółka akcyjna), Article 344 of the Polish Commercial Companies Code stipulates that no payments for shares may be reimbursed to a shareholder, either fully or partially, except as allowed by the law throughout the duration of the company.

The obligations under the Guarantees by any of the Guarantors incorporated under Polish law are also subject to the application of laws on bankruptcy and insolvency, and the laws on rehabilitation proceedings, as set out in the Polish Bankruptcy Law. Specifically, pursuant to Article 11 section 2 of the Polish Bankruptcy Law, a corporate entity is deemed to be insolvent if its liabilities exceed the value of its assets (property), even if it discharges those liabilities on a current basis. Given certain legal controversies regarding the application of this rule, and in order to mitigate the possibility that a Polish Guarantor could be declared bankrupt under this rule, the liability of certain Guarantors incorporated under Polish law on account of payments under the Guarantees may be limited to the amount equivalent to the Polish Guarantor’s net positive assets.

Perfection requirements

Under Polish law certain security interests, such as registered pledges, financial pledges and mortgages will be validly established after the fulfillment of certain perfection requirements. The registered pledge will be established upon entering such pledge into the registry of pledges maintained by the pertinent court. There will be a time lapse between (a) filing of the application for the entry of certain security interests and (b) the fulfillment of additional perfection requirements. For example, in the case of registered pledges, the time lapse typically takes from one to four weeks, in all cases depending on a given register and provided that the applications were properly filed and paid for. Moreover, the pledge over shares of the Polish Guarantors will become effective against the Polish Guarantor once the Polish Guarantor is notified of the establishment of such pledge.

Czech Republic

The Issuer’s obligations under the Notes are or will be guaranteed by Synthos S.A. and Synthos Dwory 7 incorporated in Poland (the “Polish Guarantors”) and SYNTHOS Kralupy a.s., TAMERO INVEST s.r.o. and SYNTHOS PBR s.r.o. (the “Czech Guarantors” together with the Polish Guarantors (the “Guarantors”). The Czech Guarantors are incorporated under the laws of the Czech Republic and, in the event of an insolvency event affecting these entities, insolvency proceedings may be initiated in the Czech Republic in respect of the respective Czech Guarantors or their assets. If Czech Guarantors become insolvent, there is a risk that holders of Notes may not be able to fully enforce their rights under the Notes and the Guarantees provided by the Czech Guarantors in the Czech Republic and that the enforcement of such rights may be considerably delayed. Czech insolvency laws are set out in the Czech Act No. 182/2006 Coll. on insolvency and methods of its resolution (as amended, the “Insolvency Act”). Additionally, despite recent legislative developments, the interpretation of certain provisions of Czech law, in particular, the Insolvency Act, are not well established due to the limited amount of precedents involving sophisticated commercial and financial transactions between private parties. Finally, obtaining judicial enforcement of creditors’ rights under Czech law involves a process that could take several years to complete.

Information relating to the insolvency proceedings initiated in respect of debtors in the Czech Republic is publicly accessible in the insolvency register maintained in electronic form by the Czech Ministry of Justice. Furthermore, EU insolvency law may be applicable as set out above.

With effect from January 1, 2014, the Czech Civil Code and Czech Act on Corporations (as well as amendments to the Insolvency Act) became effective in the Czech Republic and replaced the original Czech Civil Code and Czech Commercial Code and substantially changed Czech civil law (and some of the insolvency rules as well as financial assistance regulations). Such legislation is based on the principle of discontinuity from the previous legal regime,

138 introduces new legal concepts and phraseology and it is currently uncertain how this new legislation will be applied and interpreted by the Czech Courts.

Definition of Insolvency

Insolvency in the Czech Republic is regulated by the Insolvency Act and insolvency proceedings are held before the insolvency courts. Insolvency proceedings are generally applicable to all persons, including legal entities. Under the Insolvency Act, a debtor is insolvent (úpadek) in two situations: (i) if it is unable to meet its monetary obligations (platební neschopnost), or (ii) if it is over-indebted (předlužení).

A debtor is unable to meet its monetary obligations (platební neschopnost) if it (a) has at least two creditors, (b) has monetary obligations overdue for more than 30 days and (c) is unable to satisfy such obligations. A debtor is deemed unable to satisfy its monetary obligations in the event that (i) the debtor has failed to make payments on a substantial part of its monetary obligations, or (ii) the debtor is in default of payment of its monetary obligations for more than three months, or (iii) satisfaction of some of the claims against the debtor by means of a court enforcement or execution by a court appointed executor is impossible or (iv) the debtor fails to submit lists of its property, obligations and employees to the insolvency court following a request from such court.

Over-indebtedness (předlužení) means that the debtor has at least two creditors and the sum of its liabilities exceeds the value of its assets. For the purposes of the debtor’s asset valuation, the manner in which a debtor conducts its business and manages its assets on an on-going basis and anticipated cash flow are taken into consideration, if it can be reasonably expected that the debtor will be able to continue to manage its assets or operate its business. As there is no exact guidance as to calculation of the value of a debtor’s assets, it may be, in certain instances, difficult to determine whether the debtor meets the over- indebtedness criterion and the views of the debtor and its creditors may vary in this regard. Moreover, in the Czech insolvency practice, it is unclear whether over-indebtedness (předlužení) of a debtor should be determined on the basis of the debtor’s financial statements, the real market value of the debtor’s assets or other criteria. Over- indebtedness (předlužení) as a situation constituting insolvency applies only to individuals carrying on business activities for profit (an “entrepreneur”) or legal entities (whether or not such legal entities are entrepreneurs).

The Insolvency Act also governs an impending insolvency (hrozící úpadek), which applies when it is reasonable to expect, in light of all relevant circumstances, that the debtor will be unable to satisfy a substantial part of its monetary obligations in a due and timely manner.

Commencement of the Insolvency Proceeding

Insolvency proceedings are commenced upon an insolvency petition being filed by either the debtor or a creditor. A debtor who is an entrepreneur or a legal entity is required under the Insolvency Act to file an insolvency petition after it learns, or should have learned, while acting with due care, of its insolvency. Such obligation also applies to the statutory representatives of the debtor, its statutory bodies and liquidators. In the event that the insolvency petition is not duly filed, the debtor, its statutory representatives, its statutory body or the liquidator shall be liable for damages suffered by the creditors as a result of such failure. Only the debtor may file the insolvency petition for an impending insolvency (hrozící úpadek).

Upon the commencement of insolvency proceedings, the debtor’s right to dispose of its property and the creditor’s right to enforcement are both limited pursuant to the Insolvency Act. The insolvency court shall decide on the insolvency petition without undue delay following its delivery to the insolvency court and, in the case of an insolvency petition filed by the debtor, within 15 days following its delivery to the insolvency court. Together with the decision on insolvency, the insolvency court may (when applicable) decide on the method of its resolution or issue a separate decision on the method of insolvency resolution no later than three months following the decision on insolvency but not, in any event, prior to the creditors’ meeting summoned by the resolution on insolvency.

Insolvency Resolution

The Insolvency Act provides for the following types of insolvency resolution: (i) bankruptcy (konkurs), (ii) reorganization (reorganizace) and (iii) the debt discharge (oddlužení).

Bankruptcy is the most frequent method of dealing with a debtor’s insolvency. The general purpose of bankruptcy is liquidation of the debtor’s business (although it should be noted that the debtor’s business may, subject to the conditions set out in the Insolvency Act, be continued by the insolvency trustee during bankruptcy and sold as a going concern) and satisfaction of creditors from the debtor’s assets forming the estate property (majetková podstata) (the “Estate Property”). Upon declaration of bankruptcy, non-mature claims become due and payable and court or arbitration, administrative or other proceedings concerning the Estate Property involving the debtor are suspended, unless the Insolvency Act stipulates otherwise. The Insolvency Act further provides for specific provisions concerning the termination of particular types of agreements as a result of the declaration of bankruptcy. With respect to executory contracts (i.e., agreements containing unperformed acts of both the debtor and the contracting party at the time of the declaration of bankruptcy), the insolvency trustee shall be entitled to perform such agreement on behalf of the debtor or it

139 may refuse to perform such agreements. In bankruptcy, the debtor’s assets are realized (sold) at a (public or judicial) auction or outside an auction (i.e., direct sale) and the proceeds of such realization are distributed among debtor’s creditors in accordance with the Insolvency Act.

Creditors with secured claims, whether a pledge or right of retention or other security recognized by the Insolvency Act, shall generally be satisfied within the bankruptcy from the proceeds of the sale of the relevant secured assets (after deduction of costs and fees as described below) with priority over creditors with unsecured claims. The Insolvency Act grants certain rights to secured creditors, including the right to instruct the insolvency trustee (or the person entitled to dispose with the Estate Property respectively) in the administration and sale of the secured assets subject to the terms of the Insolvency Act. Any proceeds received from the sale of the secured asset are reduced by the costs and fees associated with enforcement and administration, which are, in principle, capped at 5.0% and 4.0% (unless the insolvency court rules otherwise), respectively, of the proceeds of such enforcement, and by remuneration of the insolvency trustee set forth in the regulation of the Czech Ministry of Justice No. 313/2007 Coll. (i.e., currently between 1.0% and 9.0% of the net proceeds of such enforcement, depending on the value of the security in question).

The general purpose of reorganization is the preservation of the debtor’s business as a going concern and the restructuring of its debt. Reorganization is only available to an entrepreneur debtor and, with certain exceptions, solely with respect to debtors with at least 50 employees or a total annual net turnover of at least CZK 50 million for the accounting period immediately preceding the filing of the insolvency petition. The reorganization may be proposed by either the debtor or a creditor within prescribed statutory periods. All details of the reorganization, including restructuring of the debtor’s indebtedness and any corporate restructuring, divestment of assets or other steps required to effect the reorganization, are included in a restructuring plan. The restructuring plan is subject to general approval of creditors formed in classes for the purposes of plan approval. The plan needs to comply with statutory requirements, including the fairness of the plan and its approval by all classes of creditors. Final approval on the restructuring plan lies with the insolvency court, which can confirm the plan not approved by all classes, provided that certain statutory requirements are met. The resolution of the insolvency court may be contested by the dissenting creditors (i.e., those which voted against the plan) if it fails to comply with the statutory requirements.

Debt discharge is not available to legal entities that are entrepreneurs and is therefore not described further.

Claim Registration in Insolvency

After an insolvency petition has been filed and the insolvency court declares a debtor insolvent, its creditors must register their claims within two months. Claims in a foreign currency shall be converted into CZK at the official exchange rate issued by the Czech National Bank as of the date of the commencement of insolvency proceedings or, if earlier, as of the due date of the relevant claim. Claims registered after the deadline has expired will not be satisfied in the insolvency proceedings. Specific regime applies to known creditors from the EU (apart from Denmark). Registered claims are subject to review and challenge by the insolvency trustee and by the debtor’s other creditors (effective only in bankruptcy) and the debtor itself (fully effective only in reorganization). Challenged claims are to be determined in separate court proceedings (so called incidental disputes).

If the insolvency court determines that a creditor’s legitimate claim is less than 50% of the amount registered by such creditor, such claim is disallowed in its entirety in the insolvency proceeding, unless the amount of the claim was dependent on the expert valuation or the court’s consideration. Upon the proposal of the insolvency trustee, a creditor may be ordered by the insolvency court to pay to the Estate Property a sum not exceeding the difference between the amount registered by such creditor and the amount determined by the insolvency court to be such creditor’s legitimate claim. Under the Insolvency Act, the person who signed the application to the insolvency court on behalf of such creditor is jointly liable for such obligation. Similar sanctions are applicable for secured creditors if the insolvency court determines that the secured creditor has the right for compensation in the extent lower than 50% of the amount of the registered secured claim or that the security is of worse priority than registered.

Limitations of and Challenges to Guarantees

Under Czech law, a transaction (including granting of security or provision of a guarantee) may be voidable (ineffective vis-à-vis creditors) or may be otherwise set aside under certain circumstances including under the Insolvency Act or the Czech Civil Code (as defined above).

Insolvency

Certain acts or omissions of a debtor can be voided under the Insolvency Act if (i) the debtor disposes of Estate Property following the commencement of an insolvency proceeding in breach of the limitations stipulated by the Insolvency Act; or (ii) the debtor acts in a manner (a “legal act”) which decreases the possibility that its creditors will be satisfied or by which the debtor favors certain creditors over others, namely if:

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• the debtor provides performance to a counterparty without consideration or for consideration which is substantially lower than usual price for the performance provided by the debtor (a transaction at undervalue);

• as a result of the debtor’s legal act a particular creditor receives, to the detriment of the other creditors, more favorable recovery than it would have been entitled to in bankruptcy (a preference); and

• the debtor knowingly acts in a manner which is detrimental to the interests of a particular creditor if such intention was known to the other party or must have been known with reference to all the circumstances (a fraudulent transfer).

In relation to the above legal acts, the insolvency trustee may make an application to the insolvency court challenging the effectiveness of such legal acts within one year following the day on which the resolution on insolvency (úpadek) took effect. The standard claw-back period is one year for preferences and undervalues and five years for transactions with actual fraudulent intent. For preferences and undervalues, the insolvency trustee must prove that the debtor was either insolvent or became insolvent as the result of the transaction. For transactions with affiliated parties, the claw-back period for preferences and undervalues is extended to three years and the debtor’s insolvency will be presumed.

It should be noted that there is no consistent case law identifying specific legal acts deemed challengeable as described above. In each case, the insolvency court would weigh the facts and circumstances of the specific case. Some courts may not have adequate experience or sophistication with syndicated, parallel or other complex debt structures and may be inclined to interpret certain legal acts (including undertakings under facilities agreements) as legal acts potentially resulting in the decrease of satisfaction of creditors.

To the extent that a security interest or a guarantee is voided as a transaction at undervalue, a preference or fraudulent transfer, such secured party would lose the benefit of such collateral and may also be required to repay any amounts received with respect to the collateral prior to adjudication by the court.

Civil Code

Pursuant to the Czech Civil Code (as defined above), a creditor who has an enforceable claim against the debtor may challenge the debtor’s transaction with a third party if such transaction occurred (i) within the last five years and the debtor intended to adversely prejudice another creditor and the third party had knowledge of this intent, (ii) within the last two years and the debtor intended to adversely prejudice another creditor and the third party must have had knowledge of this intent, (iii) within the last two years, the debtor prejudiced another creditor and such transaction was made between the debtor and an affiliated party (or in its benefit), as specified by the Czech Civil Code, unless such affiliated party did not know or could not have known about that debtor’s intent to prejudice such creditor, or (iv) within the last two years in case of transaction without consideration. A Czech court has the power, among other things, to declare the relevant transaction ineffective vis- à-vis the prejudiced creditor and such creditor may request that its receivables are satisfied from the property which was subject to such challenged transaction or (if it is not possible to seek such satisfaction) request compensation against the beneficiary of the challenged transaction.

Financial Assistance Limitations

Under Czech financial assistance rules, a Czech limited liability company or a Czech joint stock company may not (i) provide any advance payment, loan and/or credit for the purpose of acquiring any ownership interest in that company and/or (ii) provide any security and/or guarantee in respect of any such loan and/or credit, unless certain procedures are complied with and certain conditions (so-called whitewash procedure) are fulfilled. The relevant conditions, unless the Memorandum of Association or Articles of Association, respectively, of the respective company set forth further conditions, are that (i) the financial assistance is provided on fair terms, (ii) a written report is prepared by an executive or board of directors, respectively, of the company with summary of reasons (including reasons why the financial assistance is in the company's interests or is not in conflict with such interests), benefits and risks of the provision of the financial assistance and its conditions, (iii) such financial assistance is provided with prior consent of the company’s general meeting, and (iv) such financial assistance will not result in the company becoming insolvent), and in case of a Czech joint stock company, also that (i) the board of directors duly investigates the financial standing of the entity to which the financial assistance should be provided, (ii) the financial assistance will not result in decrease of company’s equity below certain specified level, (iii) a specified reserve fund is created in the amount of the financial assistance provided, and (iv) in case of financial assistance provided to a related entity, review of the report of the board of directors by an independent expert appointed by the supervisory board.

Czech law does not expressly extend the above limitations to the provision of an advance payment, loan, credit or security or guarantee for the purpose of acquisition of an ownership interest in a person directly or indirectly controlling the relevant company. However, a considerable part of the market is of the view that the relevant limitations should nevertheless apply even in such situation and that not complying with those limitations would amount to circumvention of law.

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The financial assistance rules would therefore apply to the Guarantees provided by the Czech Guarantors if any of the Guarantees is provided with respect to debt used for the purposes of acquisition of any ownership interest or shares, respectively, in the respective Czech Guarantor and arguably also for the purposes of acquisition of any ownership interest or shares in any person directly or indirectly controlling the respective Czech Guarantor. A breach of the financial assistance rules could cause the respective Guarantee provided by the respective Czech Guarantors to be invalid.

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LEGAL MATTERS

Certain legal matters in connection with the Listing will be passed upon for the Issuer and the other Guarantors by White & Case LLP as to matters of United States federal law and New York state law, by White & Case P. Pietkiewicz, M. Studniarek i Wspólnicy Kancelaria Prawna sp.k. as to matters of Polish law, White & Case (Europe) LLP as to matters of Czech law and by White & Case Advokat AB as to certain matters of Swedish law.

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INDEPENDENT AUDITORS

The Company’s statutory auditors are PricewaterhouseCoopers sp. z o.o., Al. Armii Ludowej 14 00-638 Warsaw, Poland. The Consolidated Financial Statements incorporated into this Listing Particulars by reference to previously published documents that have been filed with the ISE have been audited by PwC, independent auditors, as stated in their opinions appearing herein.

PricewaterhouseCoopers sp. z o.o. is registered in the register of auditors held by the National Chamber of Statutory Auditors in Poland under No. 144.

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ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is incorporated in Sweden. None of the members of the Issuer’s board of directors or management are residents of the United States as of the date of this Listing Particulars, and all of the members of the Issuer’s board of directors and management and all of the Issuer’s assets are located outside the United States. The Guarantors are incorporated in Poland and in the Czech Republic. The members of their boards of directors and management are not residents of the United States as of the date of this Listing Particulars, and all of the assets of the Guarantors are located outside of the United States. As a result, it may be difficult or impossible for U.S. investors to effect service of process within the United States upon the Issuer’s or the Guarantors’ management or directors or to enforce judgments obtained in U.S. courts predicated upon the federal securities laws of the United States or the securities or blue sky laws of any state within the United States, against the Issuer’s or the Guarantor’s management or directors.

If a judgment is obtained in a U.S. court against the Issuer or a Guarantor, investors will need to enforce such judgment in jurisdictions where the relevant company has assets. You should consult with your own advisors in any pertinent jurisdictions as needed to enforce a judgment in those countries or elsewhere outside the United States.

Enforcement of Judgments in Sweden

Pursuant to the provisions of the Council Regulation (EC) No. 1215/2012 dated December 12, 2012 on jurisdiction, recognition and enforcement of judgments in civil and commercial matters (the “Brussels Regulation”), a judgment rendered against a party in the courts of a Member State (as defined therein, i.e., all member states of the EU) and which is enforceable in such a Member State, will be directly enforceable in the Kingdom of Sweden only upon the satisfaction of the following requirements: (a) that a motion for enforcement has been filed with and granted by the Svea Court of Appeal (Sw. Svea hovrätt) in Stockholm; and (b) that the formal requirements in the Brussels Regulation have been fulfilled. The Svea Court of Appeal or the Swedish Supreme Court (Sw. Högsta domstolen), if leave to appeal is granted, may, on the application of the party against whom enforcement is sought, stay the enforcement proceedings if an ordinary appeal has been lodged against the judgment in the Member State of origin or if the time for such an appeal has not yet expired.

With regards to the provisions of the 1988 and 2007 Lugano Conventions on the Recognition of Judgments in Civil and Commercial Matters (the “Lugano Convention”), a judgment rendered against a party in the courts of a Contracting State (as defined in the Lugano Convention) and which is enforceable in such a state, will be enforceable in the Kingdom of Sweden upon the satisfaction of the following requirements: (a) that a motion for enforcement has been filed with and granted by the Svea Court of Appeal in Stockholm; and (b) that the requirements specified in the Lugano Convention have been fulfilled. The Svea Court of Appeal or the Swedish Supreme Court, if leave to appeal is granted, may, on the application of the party against whom enforcement is sought, stay the enforcement proceedings if an ordinary appeal has been lodged against the judgment in the Member State of origin or if the time for such an appeal has not yet expired.

Judgments in commercial matters entered against a Swedish party in the courts of a state which is not a member state under the terms of the Brussels Regulation or a Contracting State under the terms of the Lugano Convention (the “Conventions”) (e.g., the United States of America), would in general not be recognized or enforceable in Sweden without retrial on the merits. If the party in whose favor the foreign final judgment has been rendered brings a new suit in a competent court in Sweden, the party may however submit to the Swedish court the foreign final judgment. A judgment by a foreign court will be regarded by a court, administrative tribunal or executive or other public authority of the Kingdom of Sweden only as evidence of the outcome of the dispute to which the judgment relates, and a Swedish court may choose to rehear the dispute ab initio.

However, there is Swedish case law to indicate that such judgments:

• that are based on a contract which expressly exclude the jurisdiction of the courts of the Kingdom of Sweden;

• that were rendered under observance of due process of law;

• against which there lies no further right to appeal; and

• the recognition of which would not manifestly contravene fundamental principles of the legal order or the public policy of the Kingdom of Sweden, should be acknowledged without retrial on their merits.

It is not established under Swedish law if a power of attorney can be made irrevocable as it is unclear whether or not any power of attorney, including any appointment as process agent for service of process is irrevocable. In any event such power of attorney or appointment of process agent will terminate upon bankruptcy of the Issuer. See “Limitations on Validity and Enforceability of the Guarantees—Sweden.”

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Enforcement of Judgments in Poland

Enforcement of judgments of foreign courts in Poland is subject to the 2007 Lugano Convention on the Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters (the “Lugano Convention”), the Council Regulation (EC) No. 1215/2012 of December 12, 2012 on jurisdiction, recognition and enforcement of judgments in civil and commercial matters (the “Regulation 1215/2012”), and other relevant treaties or conventions, including relevant bilateral treaties and the rules of the Polish Code of Civil Procedure.

There is no treaty between the United States of America and Poland providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) rendered in civil and commercial matters. Therefore, to judgments of U.S. courts, the rules of the Polish Code of Civil Procedure shall apply. Those rules provide for enforcement of foreign judgments concerning matters which may be settled by Polish civil courts if the judgment is enforceable in the country where it has been rendered. In addition the following requirements must be satisfied:

• the judgment is final in the jurisdiction in which it was issued;

• the case does not belong to the exclusive jurisdiction of the Polish courts;

• summons has been served on the defendant, who was not engaged in the dispute on the matter, in due time for his defense;

• the party has not been deprived of the possibility of defending itself in judicial proceedings;

• a case regarding the same claim between the same parties was not pending in Poland earlier than before a court of the foreign country;

• the judgment is not contrary to an earlier final judgment of a Polish court or an earlier final judgment of a foreign court satisfying the conditions for its recognition in Poland, which was rendered in a case regarding the same claim between the same parties; and

• the recognition of the judgment is not contrary to the fundamental principles of the legal order of Poland.

Rulings of foreign state courts in civil and commercial matters which may be enforced by execution become enforceable titles when their enforcement is confirmed by a Polish court.

Enforcement is confirmed, if a ruling is enforceable in the state where the judgment has been passed and is not blocked by the obstacles referred hereinabove.

Enforcement of Judgments in the Czech Republic

The recognition and enforcement of foreign judgments of civil courts in the Czech Republic is governed by EU law, public international treaties and domestic legislation. In relations among EU Member States (other than Denmark), Regulation (EC) 44/2001, referred to as Brussels I Regulation, is the governing law on the recognition and enforcement of foreign judgments. In the case of a foreign judgment from a non-EU country, the Czech Act on PIL applies, unless there is a multilateral international treaty or bilateral international agreement in place between the Czech Republic and the country of forum, the provisions of which would prevail over the Czech Act on PIL. There is no applicable treaty in effect between the United States and the Czech Republic. Foreign decisions are generally recognized and enforced by Czech bodies. Nonetheless, there are some exceptions, whereby foreign decisions cannot be recognized and enforced. Under the Czech Act on PIL, the following exceptions are regulated:

• the decided matter falls under the exclusive jurisdiction of the bodies of the Czech Republic, or in cases where the proceedings would not be allowed to be conducted before any body of a foreign state if the Czech provisions regarding jurisdiction of the courts were used to assess the jurisdiction of a foreign body, unless a party to the proceedings, against which the decision is to be recognized, has voluntarily submitted to the jurisdiction of the respective body of a foreign state; or

• in the same legal matter, the proceedings are being conducted before a body of the Czech Republic; provided that such proceedings have been initiated before the foreign proceedings within which the respective foreign decision was issued; or

• in the same legal matter, a decision by a body of the Czech Republic has been issued or a decision of a third state’s body has been recognized in the Czech Republic; or

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• a party to the proceedings, against which the decision is to be recognized, has been denied the possibility to duly participate in the proceedings by a procedure of a foreign body, in particular if the party has not been duly summoned for the purpose of the commencement of the proceedings; or

• the recognition of the foreign decision would be manifestly contrary to the public order of the Czech Republic; or

• the reciprocity of the recognition and the enforcement of decisions is not ensured (reciprocity is not required if the foreign decision does not affect a citizen of the Czech Republic or a legal entity existing under the laws of the Czech Republic).

A foreign decision in property matters is not recognized by a court decision but only by being taken into consideration by a Czech body. This means that the Czech body treats such foreign decision as if it were a Czech decision and deals with potential questions of recognition only in the reasoning of its decision in the particular matter. However, to be enforced, the enforcement of a foreign decision must be ordered by a Czech court. The foreign decision is not reviewed regarding the merits of the case (au fond).

As a result, U.S. judgments of civil and commercial courts against foreign citizens and entities shall be recognized and enforced in the Czech Republic, unless one of the above exemptions under the Czech Act on PIL were to apply. However, in the event of a U.S. judgment against a Czech citizen or legal entity, it is rather unlikely that such U.S. judgment would currently be recognized and enforced in the Czech Republic, since there is no international treaty or exchange of diplomatic notes between the Czech Republic and the U.S. on the basis of which reciprocity could be established and verified by Czech courts. The Czech Act on PIL provides that the Ministry of Justice of the Czech Republic shall provide the court with information on whether reciprocity is established between the Czech Republic and such foreign country. The United States is not listed on the website of the Czech Ministry of Justice among those countries with which reciprocity is deemed to be established.

That being said, if the Party in whose favor the final U.S. judgment is rendered commences a new suit in a competent court in the Czech Republic, such party may submit the final U.S. judgment to the Czech court. Such U.S. judgment would be regarded by the Czech court in this new suit as factual evidence.

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LISTING AND GENERAL INFORMATION

Listing Information

The Irish Stock Exchange has approved this Listing Particulars. Application has been made for the Additional Notes to be admitted to the Official List of the Irish Stock Exchange and for trading on the Global Exchange Market which is the exchange-regulated market of the Irish Stock Exchange. There can be no assurance that any such application will be successful or that any such listing will be granted or maintained. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Notice of any change of control, change in the rate of interest payable on the Notes or early redemption of the Notes will be published in an Irish newspaper of general circulation (which is expected to be The Irish Times) or on the website of the Irish Stock Exchange, at www.ise.ie.

For so long as the Additional Notes are listed on the Global Exchange Market and the rules of the Irish Stock Exchange so require, copies of the following documents (together with English translations thereof, as applicable) may be inspected in physical form and obtained by holders at the specified office of the listing agent in Ireland during normal business hours on any weekday:

• the organizational documents of the Company;

• the organizational documents of each of the Guarantors;

• the memorandum and articles of association of the Issuer;

• the Indenture (which includes the form of the Additional Notes and the Guarantees); and

• the Company’s annual audited consolidated financial statements for the last last two years.

We accept responsibility for the information contained in this Listing Particulars. To the best of our knowledge, the information contained in this Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of this Listing Particulars.

There has been no significant change in the financial or trading position of the Group since December 31, 2014 and no material adverse change in the financial position or prospects of the Group and the Issuer since December 31, 2014.

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in in relation to the Additional Notes and is not itself seeking admission of the Additional Notes to the Official List of the Irish Stock Exchange or to trading on the Global Exchange Market of the Irish Stock Exchange.

The estimated total expenses in relation to the admission of the Additional Notes to trading on the Global Exchange Market of the Irish Stock Exchange are € 5,000.00.

Clearing Information

Issuer Legal Information

Synthos Finance AB (publ) (the “Issuer”) was incorporated as a public limited liability company in Stockholm, Sweden on September 1, 2014 and was registered with the Swedish Commercial Register under number 556981-2927 and was acquired by the Company as a finance company with no business operations or assets. The Issuer’s registered office and principal business address is Stureplan 4C, 4tr., 114 35 Stockholm, Sweden and its telephone number is +46 8 463 10 44. The Issuer is directly owned by the Company.

The Issuer has obtained all necessary consents, approvals and authorizations in the jurisdiction of its incorporation in connection with the issuance and performance of the Notes.

The object of the Issuer’s business is conducting financial activities primarily through the borrowing of funds by way of issuance of bonds and other financial instruments to institutional and private investors and through the direct lending of such funds to group companies, granting credit loan facilities and loans, and conducting any other activities compatible therewith or to provide related services. The Issuer is not conducting activities that constitute operations which would require a license or permit from the Swedish Financial Supervisory Authority or any other company.

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The Issuer is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) which may have, or have had a significant effect on the financial position or profitability of the Issuer during the twelve months preceding the date of this Listing Particulars.

Company Legal Information

Synthos S.A. (the “Company”) was incorporated as a joint stock company in Poland on 2001 and was registered with the Polish National Register under number 0000038981. The Company’s registered office and principal business address is Chemików 1, 32 600 Oświęcim, Poland, and its telephone number is + 48 33 844 18 21.

The Company has obtained all necessary consents, approvals and authorizations in the jurisdiction of its incorporation in connection with the issuance and performance of the Notes.

The Company is not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) which may have, or have had a significant effect on the financial position or profitability of the Company during the twelve months preceding the date of this Listing Particulars.

Guarantor Legal Information

Synthos S.A. was incorporated as a joint stock company in Poland on 2001 and was registered with the Polish National Register under number 0000038981. The Company’s registered office and principal business address is Chemików 1, 32 600 Oświęcim, Poland, and its telephone number is + 48 33 844 18 21. The principal business of Synthos S.A. is the manufacture of chemicals and chemical products.

Synthos Dwory 7 was incorporated as a limited liability company general partnership in Poland on November 25, 2013 and was registered with the Polish National Register under number 0000490507. Its registered office and principal business address is Chemików 1, 32 600 Oświęcim, Poland, and its telephone number is +48 33 844 18 21. The principal business of Synthos Dwory 7 is the manufacture of chemicals and chemical products.

SYNTHOS Kralupy a.s., was incorporated as a Czech joint stock company in the Czech Republic on January 2, 2008 and was registered in the Commercial Register maintained by with the Municipality Court in Prague under number, file B 13451. Its registered office and principal business address is O. Wichterleho 810, 278 01 Kralupy nad Vltavou, the Czech Republic, its identification number is 28214790, and its telephone number is +420 315 711 111. The principal business of SYNTHOS Kralupy a.s. is the manufacture of chemicals and chemical products.

TAMERO INVEST s.r.o. was incorporated as a Czech limited liability company in the Czech Republic on December 15, 2010 and was registered in the Commercial Register maintained by the Municipality Court in Prague, file C 173747. Its registered office and principal business address is O. Wichterleho 810, 278 01 Kralupy under Vltavou, the Czech Republic, its identification number is 24781452, and its telephone number is +315 714 270. The principal business of TAMERO INVEST s.r.o. is the production and distribution of electricity.

SYNTHOS PBR s.r.o. was incorporated as a Czech limited liability company in the Czech Republic on February 26, 2008 and was registered in the Commercial Register maintained by the Municipality Court in Prague, file C 135452. Its registered office and principal business address is O. Wichterleho 810, 278 01 Kralupy nad Vltavou, the Czech Republic, its identification number is 28252012, and its telephone number is +420 315 711 111. The principal business of SYNTHOS PBR s.r.o. is the manufacture of chemicals and chemical products.

There are no risks specific to each of the Guarantors that could impact their perspective Guarantees and no encumbrances on the assets of each of the Guarantors that could materially affect their ability to meet their respective obligations under the Guarantees.

Each of the Guarantors has obtained all necessary consents, approvals and authorizations in connection with the issue and performance of the Guarantees.

None of the Guarantors is involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened), which may have, or have had a significant effect on the financial position or profitability of any such Guarantor during the twelve months preceding the date of this Listing Particulars.

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GLOSSARY

Unless otherwise required by the context, the following definitions shall apply throughout the document:

“benzene” ...... Benzene is the main raw material for styrene (through its use in ethylbenzene) and is mainly produced from refinery processes or as a co-product of steam cracker operations.

“butadiene” ...... Butadiene is a flammable, colorless gas used extensively for various polymerizations for plastics manufacturing. Butadiene can be produced in two ways: as a byproduct of the steam cracking process used to produce ethylene and other olefins, or from ethanol. Butadiene is available within integrated chemical complexes and is also available on the open market with shipment by pipeline, ship, road or train.

“C4 fraction” ...... C4 fraction is a mixture of liquefied hydrocarbons with prevailing content of four carbon atoms in their molecules. It is manufactured by fractional distillation of pyrolysis gases from steam cracking of oil fractions. It is an easily volatile, flammable and combustible substance of characteristic odor.

“ethylene” ...... Ethylene is a flammable gas obtained in a process called cracking, in which hydrocarbons are heated, causing chemical reactions that split the carbon-hydrogen or carbon-carbon bonds of the feedstock. Ethylene is a key building block of the petrochemical industry and is used to produce a large number of higher value-added chemicals, including styrene.

“general purpose GPPS is a clear, hard, usually colorless thermoplastic resin. GPPS is a crystal-clear polystyrene (GPPS)” ...... amorphous product utilized in packaging, foamed containers, foam insulation, cutlery, medical lab-ware, clear cups and containers.

“high-impact polystyrene HIPS, one of the most widely used thermoplastics, has dimensional strength, high (HIPS)” ...... performance and balanced properties of impact strength and heat resistance, is easily processed, and is relatively low in cost. HIPS is essentially GPPS with approximately 5% to 10% rubber incorporated through a grafting process prior to polymerization to enhance the mechanical properties. HIPS products are used in refrigerator liners and parts, vending cups and lids, dairy containers, appliance components, cosmetics cases, toys and various consumer products. HIPS is translucent and resistant to breaks.

“polystyrene” ...... Polystyrene is a thermoplastic resin produced by the polymerization of styrene. It exists in solid state at room temperature but melts if heated and becomes solid again once cooled. It is converted through extrusion, thermoforming, stamping or injection molding into end products for a wide range of end applications, including packaging, electronics and appliances, building and construction, medical equipment, toys and office supplies.

“raffinate 1” ...... Raffinate 1 is the hydrocarbon (butane-butene) gas mixture. It is extremely flammable, colorless gas, with slight aromatic odor. Raffinate 1 is the remain of C4 fraction after the extraction of 1.3-butadiene.

“styrene” ...... Styrene is a hydrocarbon that under normal conditions is a flammable liquid. Styrene is produced from ethylene and benzene, typically brought together in a reaction with a catalyst to form the intermediate ethylbenzene.

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THE ISSUER

Synthos Finance AB (publ) Stureplan 4C, 4tr. 114 35 Stockholm Sweden

REGISTERED OFFICE OF THE COMPANY

Synthos S.A. Chemików 1 32-600 Oświęcim Poland

LEGAL ADVISORS TO THE COMPANY

as to U.S. Law as to Polish Law as to Czech Law as to Swedish Law White & Case LLP White & Case P. Pietkiewicz, White & Case White & Case 5 Old Broad Street M. Studniarek i Wspólnicy— (Europe) LLP Advokat AB London EC2N 1DW Kancelaria Prawna sp.k. Na Příkop 14 Biblioteksgatan 12 United Kingdom Marszałkowska 142 110 00 Prague 1 Box 5573 00-061 Warsaw Czech Republic SE-114 85 Poland Stockholm, Sweden

INDEPENDENT AUDITORS TO THE COMPANY

PricewaterhouseCoopers Sp. z o.o. Al. Armii Ludowej 14 00-638 Warsaw Poland

TRUSTEE, PAYING AGENT AND TRANSFER AGENT

Citibank, N.A., London Branch Citigroup Centre Canada Square, Canary Wharf London E14 5LB United Kingdom

REGISTRAR LISTING AGENT Citigroup Global Markets Deutschland AG Arthur Cox Listing Services Limited Reuterweg 16 Earlsfort Center 60323 Frankfurt Earlsfort Terrace Germany Dublin 2 Ireland