MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna Prospectus Floating Rate Bonds bearing an interest of 6-month PRIBOR plus 3.8 per cent. up to CZK 351,000,000 due 2021 This document constitutes the prospectus (the Prospectus) which applies to bonds up to the aggregate principal amount of CZK 351,000,000 (in words: three hundred and fifty one million Czech crowns) (the Bonds or the Issue) issued by MCI Venture Projects Spółka z ograniczoną odpowiedzialnością VI spółka komandytowo – akcyjna, a limited joint-stock partnership incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000485654 (the Issuer or MCI Venture or the Company). The Bonds will bear floating interest rate payable semi-annually on 8 April and 8 October each year until the maturity date. The Issue Date of the Bonds is 8 April 2016. The Bonds will mature on 8 April 2021. The ISIN of the Bonds assigned by the Central Depository (in Czech: Centrální depozitář cenných papírů, a.s.) is CZ0000000708. Liabilities under the Bonds will be unconditionally and irrevocably secured by a guarantee (the Guarantee) issued by MCI Capital S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (00-113) at ul. Emilii Plater 53, Poland, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000004542 (the Guarantor) in favour of each Bondholder (as defined in the Prospectus), and by a pledge over shares in ABC Data S.A., a joint-stock company incorporated under the laws of Poland, with its registered office in Warsaw (03-230), ul. Daniszewska 14, Poland (ABC Data), held by the Issuer, and over shares in company Indeks Bilgisayar Sistemleri Mühendislik Sanayi ve Ticaret A.Ş., a joint-stock company incorporated under the laws of Turkey, with its registered office at Merkez Mah. Erseven Sok. No: 8, 34406 Kağıthane / Istanbul, Turkey (Indeks), held by company Alfanor 13131 AS, a private limited liability company incorporated under the laws of Norway, with its registered office at c/o Intertrust (Norway) AS, Bryggegata 6, 0250 Oslo, Norway (the Security Provider). The Security (as defined in the Prospectus) will be created in favour of the Security Agent (as defined in the Prospectus) under the concept of the parallel debt as specified in Clause 4.4 of the Terms and Conditions (as defined in the Prospectus). If needed, the Issuer will update this Prospectus in the form of supplements. Each such supplement will be approved by the Czech National Bank (the CNB) and published in a way that the Issue becomes listed on the regulated market on the basis of an up-to-date security prospectus if such application is made. For the purpose of listing the Bonds on the regulated market, this Prospectus will be valid for twelve (12) months from the date of its approval by the CNB. The Issuer does not intend to make any public offering of the Bonds under applicable legislation, nor does it intend to entrust any third person with public offering of the Bonds. An application has been made for the Bonds to be admitted to listing on the regulated market (in Czech: Regulovaný trh) of Burza cenných papírů Praha, a.s. (the Prague Stock Exchange or the PSE). The Bonds are expected to be admitted to trading on the PSE on or around the Issue Date. The Prospectus, which includes the wording of the Terms and Conditions (as defined in the Prospectus), has been approved by the CNB's decision on 1 April 2016, ref. no. 2016/039090/CNB/570, file no. S-Sp-2016/00009/CNB/572, which became final and effective on 2 April 2016. This Prospectus was made on 24 March 2016. This Prospectus does not constitute any public or any other offer to purchase any Bonds. The persons interested in the purchase of any Bonds should make their investment decision on the basis of information provided not only in this Prospectus, but also in its supplements (if any). The distribution of this Prospectus, as well as any offers, sale or purchase of the Bonds, are restricted by law in some jurisdictions. The Bonds were not permitted or approved by any administrative or other authority in any jurisdiction with the exception of the CNB. Lead Manager Česká spořitelna, a.s. THIS PAGE WAS INTENTIONALLY LEFT BLANK IMPORTANT NOTICE This Prospectus represents a prospectus of the Bonds within the meaning of Article 5 of Directive 2003/71/EC of the European Parliament and of the Council, as amended (the Prospectus Directive) and Section 36 of Act No. 256/2004 Coll., the Capital Market Act, as amended (the CMA). The distribution of this Prospectus, as well as any offers, sale or purchase of the Bonds, are restricted by law in some jurisdictions. Neither the Bonds nor the Prospectus related thereto will be at the instance of the Issuer listed, registered, permitted, recognized or approved by any administrative or other authority in any jurisdiction with the exception of the CNB. All persons in possession of this Prospectus will be responsible for observing any restrictions relating to offers, purchase and sale of the Bonds and the possession and distribution of any documents relating to the Bonds in all relevant jurisdictions. The Issuer would like to draw the attention of potential investors to the fact that the Bonds have not been and will not be registered under the U.S. 1933 Securities Act, as amended (the U.S. Securities Act) or by any securities commission or any other authority of any State of the United States and therefore will not be offered, sold or transferred within the United States or to U.S. residents (as defined in Regulation S implementing the U.S. Securities Act) except pursuant to an exemption from the registration duty under the U.S. Securities Act or in transactions not subjected to registration under the U.S. Securities Act. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a Relevant Member State), the Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Bonds which are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Bonds to the public in that Relevant Member State: (a) following the date of publication of a prospectus in relation to such Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus and the Issuer has consented in writing to its use for the purpose of that offer; (b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Lead Manager; or (d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Bonds referred to in (b) to (d) above above shall require the Issuer or the Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Bonds to the public in relation to any Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. 4 The Issuer further wishes to point out that the Bonds will not be offered or sold in the United Kingdom of Great Britain and Northern Ireland (the United Kingdom) by way of distributing any documents or notices except for offers to persons authorised to trade with securities on their own or on someone else's account in the United Kingdom or under such circumstances that do not constitute a public offer of securities under the 1985 Companies Act, as amended. All legal acts pertaining to the Bonds made in the United Kingdom, from the United Kingdom or otherwise associated with the United Kingdom in any manner whatsoever will also be performed in compliance with the 2000 (FSMA 2000) legislation governing financial services, including the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), and with the Prospectus Regulations 2005, as amended.