Working translation of the original document SCHEDULE 1 Adetailed description of the assets and liabilities, agreements, permits and licences or reliefs assigned to the Acquiring Bank Below please find a description of the assets which will fall to the Acquiring Bank under the Demerger. The status and list of the assets described below may change prior to the Demerger Date in the ordinary course of business of the Bank Being Divided as a result of the implementation by the Bank Being Divided of the recovery proceedings plan, i.e. the “Operating Action Plan for 2015– 2018”, accepted by the Financial Supervisory Authority, as refferred to in art. 142 of the Banking Law, the business transformation plan of the Bank Being Divided for 2015–2020 with updates thereof (the “Recovery Plan ”) and the application of the specific provisions indicated in section 1 and section 3 below. In particular, as part of the actions undertaken during the implementation of the Recovery Plan, the number of own branches is planned to be reduced in the Bank Being Divided, in particular through the closing of selected branches or the replacement of the present own branches by partner agencies operating under franchises. For the purposes of interpretation of this Schedule, the rule set out in point 10.4 of the Demerger Plan (whereby if the Bank Being Divided disposes of any assets, all amounts or gains received in exchange for such assets will be transferred to the Acquiring Bank) is without any prejudice to the rule related to the balancing of the Threshold Value and the reconciliation of the surplus over such value, within the meaning indicated in point 5 below. 1. Rights and obligations under agreements and related to the banking business a. All of the rights and obligations as well as the receivables and liabilities of the Demerged Bank will fall to the Acquiring Bank (excluding the rights and obligations as well as the receivables and liabilities connected to the Mortgage Business, in particular those described in subpoint b below), including the rights and obligations as well as the receivables and liabilities under: • agreements with clients in whose favour the Bank Being Divided rendered, renders, or will render, services within the Demerged Business, in particular within the area of banking activities and the activities related to the custodial operations (i.e. operations related to keeping securities accounts) and agreements concluded in connection with the activity of the Building Society (indicated in Table 1A below); • agreements with partners, including all rights and obligations and receivables and liabilities, connected with all agreements with the partners that make up the distribution network of the Bank Being Divided (agents, brokers and franchisees), including those related to those agreements which, as at the Demerger Date, will be dissolved or terminated by notice (indicated in Table 1B and 1C below); • agreements and legal relationships related to the Demerged Business (indicated in Tables 1A - 1D below); • other agreements and legal relationships related to the Demerged Business; - arising from agreements terminated as of the Demerger Date and terminated legal relationships; and - future agreements and legal relationships which will be binding as at the Demerger Date. b. All of the rights and obligations as well as the receivables and liabilities arising from agreements and legal relationships will not fall to the Acquiring Bank, including agreements terminated as of the Demerger Date and terminated legal relationships, as well as future agreements and legal relationships which will be binding as of the Demerger Date and which will arise from: • loans secured by established mortgages on real estate, concluded by BPH with individuals for purposes not related to commercial activity or farming activity (apart from the Building Society), which rights and obligations, receivables and liabilities will remain with BPH, The above rule also WEIL:\95611184\38\47603.0008 applies to situations where a court procedure has been launched or is in progress with respect to the entry of a mortgage (representing the legal collateral for the receivables of BPH arising from a given loan agreement) into the relevant land and mortgage register; agreements with the members of the capital group of which GE Capital International Holdings Limited is a member (the “GE capital group ”) except for: (i) commercial and retail banking agreements and other services rendered to BPH’s clients and unrelated with the Mortgage Business; and (ii) agreements concerning treasury transactions, for which the merger procedure is specified in section 4 below; • agreements concerning BPH Fundusz Inwestycyjny Zamkni ęty Sektora Nieruchomo ści and BPH Fundusz Inwestycyjny Zamkni ęty Sektora Nieruchomo ści 2 in connection with BPH acting as a distributor, depositary, trustee, issue sponsor or in any other capacities of BPH in connection with the offering and distribution of certificates of such funds; • agreements concerning the separation of assets of the Bank Being Divided within the scope of the demerger, including agreements concerning the procedure of separating and organising the organised parts of the enterprise with respect to the Demerged Business and Mortgage Business; and • the demerger cooperation agreement between the Acquiring Bank and the Bank Being Divided concluded on 1 April 2016. Table 1A List of agreements with retail and business clients connected with the Demerged Business Product group Type of agreement Retail clients – products available for new sale Credit cards Visa and MasterCard credit cards Debit cards Visa and MasterCard debit cards Consumer loans Cash loan Consolidation loan LIG (revolving line of credit for a stock exchange investor) Checking accounts and ROR (personal savings account) overdraft facility A’vista (sight (on-call) deposit account) Overdraft facility Insurance Lifestyle protection Kredyty gotówkowe Lighthouse (retail cash loans) Assistance Travel AGAInternational Investment products Term savings deposits and Savings accounts term deposits and saving products Structured deposit certificates in the form of bank securities Participation units of open-ended investment funds (Aviva Investors Poland TFI, BPH TFI and Opera TFI) and SICAV Franklin Templeton Investment Funds Life insurance with unit-linked insurance plans with a one-off premium Mortgage loans / Building society Kasa Mieszkaniowa – Kredyt Kontraktowy (Building Society – contract loan) Treasury products Products of the Treasury Department are offered on the basis of framework agreements and include the Cash Transaction service and the service involving the conclusion of Derivatives Transactions Retail clients – products unavailable for new sale (portfolio) Credit cards − “NonStop” − Visa Banku BPH Program “Lazurowy” (Lazurowy Programme) − “Dom Jak Nowy” (“Home– as new”) − “Razem Dbamy o Zdrowie” (“We take care of our health together”) − MAKRO − VISA – KARTA W SAM RAZ (“A PERFECTLY TAILORED 2 WEIL:\95611184\38\47603.0008 Product group Type of agreement CARD”) − PLAY Visa − Visa Saturn − VISA ZEPTER − VISA ZEPTER VIP − EURO-VISA − EURO-VISA VIP − Visa Banku BPH Program “Bł ękitny” (“Blue” Programme) − Visa Electron − Visa Banku BPH Program “Karta Zakupowa” (“Shopping Card” Programme) − Visa Banku BPH Program “AutoKarta” (“AutoCard” Programme) − Visa Banku BPH Program “Karta Złotówka” (“PLN Card” Programme) − Visa Expander Standard − Visa Expander Prestige − Visa Banku BPH Program “Granatowy” (“Dark Blue Programme”) − Visa Classic (bez odsetek) (no interest) − Visa Classic Super − Visa Classic w Umowie o kredyt hipoteczny (part of a mortgage loan agreement) − Visa Classic − Visa Classic w Umowie o kredyt na zakup pojazdu (part of a motor vehicle loan agreement) − Visa Alma − Visa Alma Prestige − Visa POLOkarta − Visa Electron (Stała spłata) (regular repayment) − Visa Banku BPH Program “Turkusowy” (“Turquoise” Programme) − MasterCard Media Markt − MasterCard GOLD Banku BPH Program Bonus − MasterCard GOLD Banku BPH Program AutoPlus − AVON − MasterCard Banku BPH Program “AutoKarta” (“AutoCard” Programme) − MasterCard Banku BPH Program “Karta Zakupowa” (“Shopping Card” Programme) − MasterCard Banku BPH Program “Karta Złotówka” (“PLN Card” Programme) Debit cards − Maestro Sezam dla Kapitalnego konta (for the Capital Account) − Maestro/MasterCard Sezam − Maestro Sezam dla Dopasowanego Konta (for the Tailored Account) − Maestro Sezam dla Cool Konta (for the Cool Account) − Maestro/MasterCard Sezam Max − Visa Classic Silver − Maestro Chip Private Banking − Karta Debit MasterCard Gold Private Banking 3 WEIL:\95611184\38\47603.0008 Product group Type of agreement Cash loans, motor vehicle loans, − Po życzka od r ęki (“on the spot” loan) instalment loans − Po życzka gotówkowa (cash loan) − Po życzka uniwersalna (universal loan) − Po życzka dyskontowa (discount loan) − Kredyt studencki (student loan) − Kredyt Auto Sezam (Auto Sezam car loan) − Kredyt na zakup samochodów i innych pojazdów (loan for the purchase of cars and other motor vehicles) − Kredyt na zakup towarów i usług (loan for the purchase of goods and services) − Auto Gotówka (motor vehicle cash) − Auto Okazja (motor vehicle bargain) − Kredyt gotówkowy zabezpieczony ABL (secured cash loan) Checking accounts ROR (personal savings account) - SEZAM account - SEZAM Junior account - SEZAM Student account - GOLDEN SEZAM account - SILVER SEZAM account - SEZAM MAX account Private Banking - Personal account – Private banking A’vista