Allianz D&O Protect General Terms and Conditions of Directors and Officers Liability Insurance. Allianz insurance from A to Z.

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Allianz D&O Protect

General Terms and Conditions of Directors

and Officers Liability Insurance

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Table of Contents

1. General . . . 1

2. Subject-matter of the insurance

. . .

1

3. Defence Costs against Claims . . . 2

4. Policy Period . . . 3

5. Exclusions of liability . . . 4

6. Insured's duties and behaviou

r

. . . 5

7. Sum Insured, series clause and Deductible . . . 6

8. General conditions . . . 6

9. Definitions

. . .

7

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General

1.

These General Terms and Conditions of Directors and Officers Liability Insurance, hereinafter referred to as “T&C,” shall apply to insurance agreements entered into by TU Allianz Polska S.A., hereinafter referred to as “Insurer”, with Policyholders.

2.

Incorporation into the insurance agreement of any provisions additional to or other than these T&C shall be subject to execution of a notice of intent by the parties, on pain of nullity. Insurer shall notify the Policyholder in writing of any variances between the Underwriting Document and the T&C prior to execution of the Agreement unless the same is subject to negotiation between the Parties.

Article 1

Subject-matter of the insurance § 1

Scope of insurance

1.

The cover is granted for Claims or Official Proceeding that are brought for the first time during the Policy Period or Extended Reporting Period, if applicable, against the Insured, including as part of offsetting against claims for indemnity. A. The Insurer shall grant insurance cover in the event of Claim for indemnification of a Pure Financial Loss is made against the Insured Person on account of a Wrongful Act of the Insured Person.

B. The Insurer shall reimburse the Insured Company with the reasonable and actionable amount of indemnity paid by the Insured Company, after the Insured Company disburses the due Claim brought against the Insured Person on account of a Wrongful Act of the Insured Person. C. The Insurer shall grant insurance cover for the Insured Companies in the event that a Claim for the indemnification of Pure Financial Loss is made against Insured Companies on account of their Wrongful Act in connection with the Trading of Securities of the Insured Companies.

2.

The cover shall include both the in-court and out-of-court Defence Costs against Claims, Defence Costs in Official Proceeding, costs of settling justified Claims and additional insurance benefits as provided for in the general terms and conditions of insurance (T&C).

§ 2

Insured Persons

1.

Cover shall apply in respect of all former, present and future:

a) Members of Management Board, Supervisory Board, Auditing Committee, Advisory Board, Board of Directors, Managing Directors and all members of other comparable executive, advisory and/or supervisory bodies in accordance with the Company's Agreement or Articles of Association under the relevant law applying to the Insured Company. The cover shall also include their entire operational activity, including oral or written statements directly connected with the relevant post as officer. External auditors shall not be covered;

b) Personally liable partners, appointed officers to run the company's business and also members of the supervisory and advisory bodies of commercial partnerships, unless a claim is one involving liability of these persons for company's liabilities and /or a breach of fiduciary obligations as partners;

c) Interim managers, where they have been appointed as Directors or Members of Management Boards;

d) General representatives, proxies, persons performing supervisory functions and officers in accordance with the provisions of a common law legal system.

e) Appointed liquidators, provided the Insured Company in not being liquidated in insolvency proceeding;

f) Substitutes of persons mentioned in above letters of this subsection, only when they carry out functions of such substitutes.

g) Employees,

– when and to the extend they are held liable as managers, or – where, as de facto or shadow directors or Members of Management

Board, they carry out the functions of directors or Members of Management Board, or

– in their capacity as “approved persons”, who have been granted permission by a supervisory authority to carry out a supervisory function in the interests of the insured company in accordance with Section 59 of the United Kingdom's “Financial Services and Markets Act 2000” or comparable provisions, or

– in their capacity as appointed compliance officer of the Insured Company or in their capacity as special officers provided for by the law or by industrial standards for ensuring compliance, e.g. as data protection, money laundering, work health and safety officers, and/ or – insofar and as long as any Claims are made or Official Proceeding are instituted against them in addition to other Insured Persons as per article 1 § 2 hereof;

2.

If the aforementioned functions are carried out by a legal entity, the cover shall extend exclusively to those natural persons who represent the said entity in the aforementioned functions.

3.

The identification of individual Insured Person is made by the Insurer in the event of a Claim, Official Proceeding or notification of circumstances made according to the article 3 § 7 T&C or paying damages.

§ 3

Spouses, heirs and executors

The spouses, cohabitants/domestic partners, heirs, executors and legal representatives (in case of incapacitation) of persons mentioned in article 1 § 2 point 1 under letters a) - g) shall also be insured in result of a Wrongful Act covered with insurance committed by the persons referred to in the aforementioned letters.

§ 4

Outside Directorships

1.

Any employees and directors and officers of the Insured Companies who, at the request of or in the interests of the Insured Companies, hold executive or supervisory directorships or hold functions of proxies in compliance with applicable legal provisions in Non-Profit Organisations or For-Profit Organizations shall also be covered in respect of Wrongful Acts committed during the performance of such directorships.

2.

The inclusion in the insurance of directors in management or supervisory bodies or proxies in For-Profit Organisations consisting of:

– companies having their registered office in the USA or companies whose shares are traded in the USA, or

– Financial Services Companies shall require a separate written agreement.

3.

The cover in respect of Outside Directorships in the above For-Profit Organisations is subject to the notification by the Policyholder to the Insurer on holding such directorships. The cover shall start not earlier than when the Insurer declares that he does not demand any further information or when the Insurer declares that the provided information in sufficient for the Insurer.

4.

Article 7 § 3 of this T&C shall apply. Article 4 § 3 of this T&C shall apply respectively.

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Article 2

Defence Costs against Claims § 1

Defence Costs cover

1.

The cover shall include Defence Costs, both in and out of court in respect of Claims against Insureds.

a) In the event of a Insurance Event, the Insurer shall bear the Insured's Defence Costs. It shall be the responsibility of the Insureds alone to organise claims defence and choose a legal counsel.

b) Defence against or the settlement of a Claim or release of a third party from its liability shall be in each case agreed beforehand between the Insurer and the Insureds to whom such Claim, settlement or release from liability refers.

c) The Insurer may give the Insureds binding and reasonable instructions in justified cases but is not obliged to do so.

d) The Insured are entitled to require an advance payment for Defence Costs borne by these persons. In case of such demand the Insurer is obliged to pay an advance payment for Defence Costs.

§ 2

Provisional assumption of defence costs 1.

Where, according to the Insurer’s knowledge on the date of the Defence Costs payment it is not possible to judge whether a Claim or an Official Proceeding is insured under this insurance agreement, the Insurer shall pay Defence Costs provisionally.

2.

Should it subsequently turn out that the Claim or Official Proceeding are not covered at all under this T&C or insurance agreement or only in part, the Insured shall then be obliged to repay all or part of the Defence Costs assumed. If a Claim or Official Proceeding referred to more Insured than one, the Insured shall be joint and severally liable for the repayment. Article 4 § 1 of this T&C shall be unaffected.

3.

Assumptions of the Defence Costs shall not at the same time mean that the Insurer acknowledges cover and/ or liability under this T&C.

§ 3

Emergency costs

1.

The Insurer shall approve retroactively justified: – Defence Costs;

– Defence Costs before a Claim is brought or the Official Proceeding is instituted, mentioned in article 2 § 4 of this T&C,

– Defence Costs in Official Proceeding and other benefits referred to article 2 § 5 of this T&C,

– Image Repair Costs referred to in article 2 § 6 of this T&C.

incurred by the Insureds in engaging a lawyer or an expert or incurred in compliance with the principles and in the scope specified in article 2 § 5 of this T&C, if and insofar as the Insurer’s prior agreement could not be obtained within a reasonable time because, for example, defence measures had to be take without delay. A prerequisite for incurring the aforementioned Defence Costs and befits is that the Insured should then furnish the loss advice related to these costs and benefits without delay and not later than within 14 days since the day of incurring them.

2.

Cover in respect of the extension of liability on Emergency Costs is limited, within the Sum Insured for one and all losses related to incurring the aforementioned costs and benefits in the Policy Period, to the sum stated in the Underwriting Document (sublimit).

§ 4

Defence Costs before a Claim is brought or Official Proceeding is instituted

1. Where with respect to an Insured Person: – the granting of discharge is refused, or

– the service contract or the contract of employment is terminated without notice for serious reason or is under threat of termination, or

– agreed benefits under the service contract or contract of employment are not provided or are reduced, or

– a Claim or Official Proceeding is advised or threatened in writing, or – an third-party notice of a dispute in result of a Wrongful Act is advised

or made known,

or if a Claim for indemnity or a restraining injunction for an amount of dispute of at least €250,000 is brought against an Insured Company, the Insurer shall offer cover for Defence Costs even where the assertion of Claims against the Insured Person or instituting Official Proceeding involving Insured Person has not yet occurred but is probable and such circumstances are reported to the Insurer in writing within the Insurance Period of the Extended Reporting Period, if applicable.

2.

The Insurer shall bear the Defence Costs related to assessment of risks related to the liability and appropriate defence measures for the purpose of defending the Insured Person before the Claim is asserted or Official Proceeding is initiated.

3.

The provisions of article 2 § 1 and article 2 § 2 of this T&C shall apply accordingly.

4.

The receipt of such notification by the Insurer shall be deemed equal to an assertion of a Claim or initiating Official Proceedings,

§ 5

Defence Costs in Official Proceedings, bail and extradition proceedings, prosecution costs

1.

Where Official Proceeding are instituted during the Policy Period or the Extended Reporting Period, if applicable, the Insurer shall assume the Defence Costs involved in the Insured Persons' defence or legal assistance.

2.

Under the prerequisites specified under point 1 of this paragraph, the Insurer shall also assume justified costs for the provisions of any security required under criminal law or securities of financial claims or bails provided for in the civil proceeding law.

3.

Where in the Policy Period or the Extended Reporting Period, if applicable a remand order is issued against an Insured Person on account of a Wrongful Act, or during the mentioned time a formal notification of an extradition request is served or a warrant of arrest is executed against them as a result of an extradition request, besides the costs mentioned under point 1 or 2 the Insurer shall also bear the Insured Person's necessary and reasonable expenses. These shall include shipping costs of medicines, any board and lodging costs of the Insured Persons, the costs of notifying close relatives and costs arising in connection with the involvement of any authorities (particularly embassies and consulates).

4.

The insurer will pay, where permitted by law, the Prosecution Costs of each Insured Person imposed due to a Wrongful Act of an Insured Person that can lead to an insured Claim or Official Proceeding, to obtain the discharge or revocation of a judicial order entered in connection with insured Claim or Official Proceeding during the Policy Period or Extended Reporting Period, if applicable: – confiscation, assumption of ownership and control, suspension or freezing of rights of ownership of real property or personal assets of such Insured Person;

– a charge over real property or personal assets of such Insured Person; – a temporary or permanent prohibition on such Insured Person from holding the office of or performing the function of a member of the Executive or Supervisory Board of the Insured Company or function of a proxy; – restriction of such Insured Person’s liberty to a specified domestic

residence or an Official Detention;

– deportation of an Insured Person following revocation of otherwise proper, current and valid immigration status for any reason other than such insured' s conviction of a crime; or

– extradition of such Insured Person.

5.

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6.

Where in Insured Person is informed that proceedings as per point 1, 3 or 4 of this paragraph have been instituted, this shall be deemed equal to the bringing of a Claim.

§ 6

Image Repair Costs

1.

In the event of a loss, the Insurer shall bear the costs (including fees and other expenses) of restoring the Insured Person's reputation. Here in particular, the cover shall also include the cost of a PR consultant for public relations work.

2.

The selection and appointment of a consultant shall be agreed beforehand with the Insurer. The Insurer shall not abstain from this decision without a reason. The Insurer may object to this appoint for legitimate reasons only.

3.

The cost of a consultant will be reimbursed as long as the public relations work is suitable for counteracting any damage to the Insured Person's reputation. In this respect, the dissemination of statements that have been made in court rulings and/or official decision and exonerate the Insured Person or clear them from charges shall be suitable.

4.

The costs of publishing advertisements or of broadcasts in the media shall not be insured.

5.

The Insured Persons are entitled to require an advance payment for costs borne by them. In case of such demand the Insurer is obliged to pay an advance payment for these costs.

6.

Cover in respect of the above extension of liability is limited, within the Sum Insured for one and all losses related to incurring the aforementioned costs in the Policy Period, to the sum stated in the certificate of insurance (sublimit).

§ 7

Excess Defence Costs

1.

If it is agreed per schedule without prejudice to any other provisions of these T&C, the Insurer will reimburse – only in case of full erosion by payment of the Sum Insured available under this Underwriting Document and all coverage in excess of this Underwriting Document – the Insured Persons for Defense Costs in respect of further Claims or Official Proceeding related to Wrongful Acts that are brought during the Policy Period or Extended reporting Period, if applicable, up to the amount of the Sum Insured for Excess Defense Costs.

2.

Provisions of article 2 § 1 and article 2 § 2 of this T&C shall apply accordingly.

§ 8 Allocation

1. Where Claims are made

a) against both Insured Persons and uninsured persons, b) against both Insured Persons and Insured Companies, c) on the basis of both insured and uninsured circumstances, cover shall apply in respect to the share of the Defence Costs and/or Pure Financial Loss corresponding to the share of the Insured regarding the liability for insured circumstances.

2.

As regards the allocation of the Defence Costs and determination of the share of the Insured in the indemnity, the following shall apply: The Insurer shall be entitled, taking into consideration the chances for success of Claims brought, to try to reach an agreement with the Insured about the corresponding sum. If an agreement can not be achieved the Insurer indemnifies to own best estimate. If, subsequent to the estimate, a different calculation of the insured portion is arrived at through a court decision, compromise settlement or other legally binding agreement, any resultant difference shall be refunded.

3.

This notwithstanding, in cases as per letters a) and b) of this subsection, the Insurer shall at the Policyholder's request bear the entire Defence Costs

as long as the common legal interests of the Insured are represented by the same lawyer. The Insurer shall retain the right to take recourse action against uninsured natural persons.

Article 3 Policy Period § 1

Inception and end of the cover 1.

Unless otherwise agreed, the cover shall commence upon payment of the first premium, though not sooner than at the time specified in the Underwriting Document as the beginning of the Policy Period. Where the premium is not requested until after the time specified in the Underwriting Document as the beginning of the Policy Period and it is then paid without delay, the cover shall nevertheless commence at the time specified in the Underwriting Document.

2.

If the Insurer is liable already before the premium or its first instalment is paid, and the premium or its first instalment is not paid by its due date, the Insurer may cancel the insurance agreement with immediate effect and demand a payment for the premium for the period of its liability. If the insurance agreement is not terminated, it shall expire at the end of a period for which the unpaid premium was due.

3.

If the contract of insurance provides for the payment of premium in installments and if a consecutive installment is not paid on time, the Insurer may request the Policyholder to pay the overdue premium installment and warn him that non-payment within seven days of the day of receipt of the request by the Policyholder shall cause a cessation of liability of the Insurer. Failing such a request from the Insurer the insurance cover shall not cease, and the Insurer shall be entitled to a premium for the whole period of insurance cover provided.

4.

In the event of the expiration of the insurance relationship through its termination before the lapse of the agreed Policy Period, the Policyholder is entitled to a reimbursement of the premium for the period of unused insurance cover. The amount of premium to be reimbursed is determined proportionally to the unused Policy Period.

§ 2

Term of the insurance agreement 1.

The insurance agreement is arranged for the Policy Period specified in the Underwriting Document, unless the contract terminates for other reasons according to the provisions of this contract or according to the applicable law.

2. This policy terminates at midnight:

– of the day specified in the Underwriting Document, as the termination of insurance

– any prior day of termination of insurance due to agreement of the parties or cancellation.

3.

Any earlier cancellation or termination of or withdrawal from the insurance agreement by the Policyholder as well as the Insurer shall be done in the form of a registered letter as a precondition of the validity of such termination.

§ 3

Retroactive cover

1.

Unless otherwise agreed, the Insurer shall grant unlimited retroactive cover in respect of all Wrongful Acts of the Insureds as long as the Claims or Official Proceedings based on them are made or instituted during the Policy Period or within the Extended Reporting Period if applicable.

2.

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§ 4

Extended Reporting Period 1.

If this policy is not renewed beyond the time stated in the Underwriting Document and no other liability insurance of directors and officers is concluded, the cover may also apply for, after the acceptance of insurance parties, Claims brought and Official Proceeding instituted during the period set on the Underwriting Document starting on the next date after the Policy Period expiration and based on Wrongful Acts committed prior to the lapse of the Policy Period (Extended Reporting Period).

2.

Insured Persons who have left from their posts in one of the Insured Companies voluntary or due to age or health reasons or on account of restructuring that has led to the relevant post being abolished or for any other reason than wilful or negligent misbehaviour continue to be covered,– except as provided under point 1 above – with the Extended Reporting Period as set on the Underwriting Document starting on the next day after Policy Period expiration. This period remains in force regardless of entering into another liability insurance agreement of members of management boards and supervisory councils.

3.

In no case shall an Extended Reporting Period be granted if this insurance agreement has been cancelled on account or arrears in the payment of premiums

§ 5

New subsidiaries

1.

The insurance will automatically extend to cover any new Subsidiary that is acquired or established during the Policy Period, unless:

– the company is domiciled in the USA and its consolidated total assets exceed 10% of the Policyholder's consolidated total assets or the equivalent of EUR 500 million, or

– shares in that company (including their derivatives such as ADRs/ADSa) are traded on a stock exchange in the USA or

– the Subsidiary is a Financial Services Company.

2.

Where the newly acquired or established Subsidiary does not fall under the automatic cover, this cover will apply to that Subsidiary in accordance with these terms and conditions for a limited period of 2 months from the Legal Effectiveness of the measure under which such company became a direct or indirect Subsidiary of the Policyholder. The newly acquired or established Subsidiary can be granted an open-ended cover under this policy if: – the Policyholder notifies the Insurer on the acquisition or new

establishment in accordance with article 5 § 1 of this T&C and – the Policyholder and the Insurer reach an agreement on premium and

conditions within 2 months from the Legal Effectiveness of the measure under which such company became a direct or indirect Subsidiary of the Policyholder.

3.

Otherwise, no cover shall apply in respect of the newly acquired or established Subsidiary and its Insured Persons at the end of the two-month period. This shall also apply where the lack of agreement is attributable to a delay in the notification of or a failure to notify of the acquisition or establishment.

§ 6

Loss of control of subsidiaries

In the event of the lost of direct or indirect control of a Subsidiary, the Insured Persons of the former Subsidiary shall continue to be covered, but only in respect of Wrongful Acts committed prior to the Legal Effectiveness of the loss of direct or indirect control.

§ 7

Notice of circumstances

1.

If the insured has, within the Policy Period or the Extended Reporting Period (if applicable), knowledge of any Insured’s Wrongful Act that are reasonably likely to lead to a Claim or instituting Official Proceeding, he may notify the Insurer of these circumstances in writing. If the above notice additionally includes reasons for which the Insured expects a Claim or Official Proceeding, together with full information on dates of such circumstances and persons

to whom they refer, the Insurer shall treat every such Claim brought against the Insured or Official Proceeding instituted on the basis of such circumstances as if it was reported to the Insurer at the time when the Insured informed the Insurer on such circumstances for the first time.

2.

The liability of the insurer for noticed circumstances should cease 72 months after the termination of the insurance agreement.

Article 4 Exclusions of liability § 1

Wilful Wrongful Acts

1.

The insurance shall not cover Claims arising out of a wilful Wrongful Act, or a willful violation of law committed by an Insured. Willful action of one Insured shall not, however, be raised against another Insured.

2.

Where an Insured Person breaches law, the term “wilful” within the meaning of this exclusion is not applicable where and insofar the Insured Person, making an objective assessment of all the circumstances – in particular also taking account of official announcements by authorities or court judgements and taking account of the good of the Company, might well assume that acting according to the breached law provisions was not necessary or possible and that their action was therefore legitimate.

3.

Where the existence of an wilful Wrongful Act or wilful violation of law is questionable, provisional cover shall apply in respect of the Defence Costs. Where the wilful Wrongful Acts or wilful violation of law are established in a legally binding way or through own admission, settlement or official or judicial decision, the Insurer shall be released retroactively from its duty to indemnity and any Defence Costs already assumed shall be reimbursed to the Insurer.

4.

The cover for gross negligent Wrongful Acts or gross negligent violation of law committed by an Insured is granted.

5.

The assumption of Defence Costs shall not mean that the Insurer acknowledges cover and/or liability under this insurance agreement.

§ 2

Known Wrongful Acts and Official Proceedings 1.

The insurance shall not cover Claims on account of or based on Wrongful Acts: – that were known to a Representative of the Policyholder, the Insured Persons against which a Claim is made or Official Proceeding are instituted or the persons involved in the negotiations and agreement of this policy, on the inception date of this policy or the Continuity Date specified in the Underwriting Document, or

– that had already been reported under another insurance contract or in an earlier Policy Period of this insurance agreement.

2.

Furthermore, no cover shall apply in respect of Claims on account of or based on court or Official Proceeding against Insureds that were already initiated, pending or concluded on or before the Continuity Date, insofar as the possibility of a Claim in that connection was already objectively foreseeable for the Insureds at that time. Article 6 § 2 of this T&C shall apply accordingly.

§ 3

Insured vs Insured Claims in USA

The insurance shall not cover Claims of Insured Companies against Insured Persons or Insured Persons against each other, brought in the USA or under the law applying there unless:

– Defence Costs are involved;

– an Insured Person seeks recourse as a direct consequence of an insured Claim or brings a Claim for compensation;

– Derived Shareholder Claims are involved;

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by an administrator in insolvency proceedings or a comparable officer under foreign law,

– the Claim is brought by an Insured Person who no longer works for any of the Insured Companies.

§ 4

Claims brought in USA

The insurance shall not cover Claims that are brought in the USA or under the law applying there,

– insofar as they are based wholly or in part on actual or alleged violations of the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and any amendments thereto, or on violations of corresponding federal or state regulations or associated principles of common law in the USA;

– insofar as they are based wholly or in part on actual or alleged violations of the provisions of the Employee Retirement Income Securities Act of 1974 and any amendments thereto, or on violations of corresponding federal or state regulations or associated principles of common law in the USA;

– on account of or on the basis of imminent environmental impairment or Environmental Damage, unless involving Own Shareholder Claims, Derived Shareholders Claims or Defence Costs.

– for punitive and exemplary damages based on Employment Wrongful Act

§ 5

Penalties, fines and sanctions 1.

The insurance shall not cover Claims on account of or in result of penalties, court, administrative, penal and fiscal fines and other fines and sanctions for illegal activities, provided that recourse Claims of the Insured Company against Insured Persons related to reimbursement of costs related to the payment of a penalty, fine or sanction imposed on the Insured Company in result of a Wrongful Act of the Insured Persons are covered with insurance.

2.

Cover in respect of the above extension of liability is limited, within the Sum Insured for one and all losses related to incurring the aforementioned costs in the Policy Period, to the sum stated in the Underwriting Document (sublimit).

§ 6

Taxes and other public-law liabilities 1.

The insurance shall not cover Claims on account of or in result of taxes or other public-law liabilities unless:

– Defence Costs in Official Proceeding, or

– liability of Insured Persons for the public-law debts of the Insured Company in accordance with Articles 116 and 116a in relation to Article 107 of the Tax Law.

are involved.

2.

Cover in respect of the above extension of liability of Insured Persons for public-law debts of the Insured Company is limited, within the Sum Insured for one and all losses related to incurring the aforementioned costs in the Policy Period, to the sum stated in the Underwriting Document (sublimit).

Article 5

Insured's duties and behaviour § 1

Aggravation of risk during Policy Period 1.

The Policyholder shall be obliged to report to the Insurer immediately in writing any of the following circumstances that occur after concluding the policy: – takeover of the control of the Policyholder within the meaning of article 8 point 22 of this T&C, merger or equivalent measures with an entity from outside the capital group;

– public offering of the Insured Companies' Securities on the primary market (IPO/ Initial Public Offering) or secondary market (SPO/ Secondary Public Offering);

– acquisition or establishment of a Subsidiary that is not automatically included under the cover in accordance with article 3 § 5 of this T&C; – decision on the opening of insolvency proceedings.

2.

In the event of a takeover, merger or equivalent measures, declaration of insolvency or application of declaring insolvent, this policy shall only apply to Wrongful Acts committed prior to the Legal Effectiveness of such event. Extended Reporting Period as described in article 3 § 4 applies accordingly. With regard to acquisition or establishment of new Subsidiaries article 3 § 5 shall apply.

3.

Any further cover may be granted subject to an agreement with the Insurer.

4.

In the event of a public offering of Securities of the Insured Company, claims arising out of, based upon or attributable to such offering are covered only subject to an agreement with the Insurer. The Policyholder shall provide the Insurer in writing with all relevant or requested information as a basis of such agreements as soon as such information are publicly available. The Insurer shall be entitled to adjust the premium and terms and conditions.

§ 2

Duty of notification of Insurance Event

Where a Claim is made or Official Proceedings are instituted against the Insured, the Insurer shall be notified within 14 working days from the date of making a Claim or instituting Official Proceeding. The obligation of notification shall also apply in respect of circumstances for which extended cover exists (article 2 § 4 of this T&C).

§ 3

Duty to minimise loss

The Insured is obliged to use all available measures to prevent or reduce the amount of a Claim on account of Wrongful Act and to do everything in their power to clarify the circumstances of occurrence of a Claim on account of Wrongful Act.

§ 4

Acknowledgement and compromise

Without a prior Insurer's consent in writing, neither the Policyholder nor the Insured is entitled to:

– accept or decide or settle any Claim on account of Wrongful Act or to enter into settlement or start negotiating a settlement, or

– accept or decide or make a settlement in the course of Official Proceeding.

§ 5

Rights of recourse

On the day of indemnity payment by the Insurer, the Insured's claim against a person responsible for Pure Financial Loss is transferred to the Insurer up to the amount of the indemnity paid. The Insurer may request the issue of a document providing evidence of assignment of the claim. The Insurer is also obliged not to assert recourse claims against any other Insured that are covered under this T&C.

§ 6

Legal consequences of a breach of obligation 1.

In the event of violation of any of the duties towards the Insurer set forth above, or any other provision of these T&C, the Insurer shall not be obliged to indemnify under the insurance agreement unless such violation was without intent or gross negligence. In the event of gross negligence the Insurer shall remain liable to pay damages to the extent that such violation did not affect the determination of the Insurance Event, or the calculation of the resulting damages.

2.

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Article 6

Sum Insured, series clause and Deductible § 1

Sum Insured

1.

The Sum Insured specified in the Underwriting Document represents the maximum benefit payable by the Insurer on each and every Insurance Event and in the aggregate within the Policy Period, including Defence Costs and other insurance benefits. The Insurer's own costs shall not be counted towards the Sum Insured.

2.

The portion of the Sum Insured stated in the Underwriting Document that has not been used up for payments in the last expiring Policy Period shall be available for all Insurance Events occurring and reported to the Insurer during the Extended Reporting Period if applicable. In order to define the beginning of the Extended Reporting Period in cases referred to in article 3 § 4 point 2 hereof, the moment when Policy Period expires shall be applicable. The Insurance Event in accordance with article 3 § 4 point 2 of this T&C shall be allocated to the Policy Period in which the Insurance Event occurred – or in case of cancellation or non-renewal hereof, to the Policy Period last expiring.

3.

Where a separate Sum Insured is expressly agreed, the limits shall be available alongside each other.

§ 2

Series clause

1. All Clams or Official Proceeding:

– that relate to a Wrongful Act committed by one or more Insureds, – that relate to several Wrongful Acts committed by one or more Insureds, insofar as they can be attributed to one and the same situation and are connected temporally, legally and economically, shall be deemed a single Claim or Official Proceeding and shall be assigned exclusively to the Policy Period, in which a Claim was made for the first time or Official Proceeding instituted for the first time. Any Deductible shall then be applied only once overall.

2.

If a Claim was made for the first time or Official Proceeding were instituted for the first time prior to the Continuity Date, the entire series of losses shall be deemed not insured.

§ 3 Deductible

1.

The Underwriting Document may provide for an application of an agreed Deductible to every Insured Event.

2.

A deductible means an amount determined in currency or as a fixed percentage of the Pure Financial Loss, deducted from the loss payable.

3.

The Underwriting Document may provide for separate deductibles for: – Claims covered under article 1 § 1 point 1 B

– Claims brought against Insured Companies according to the principles specified in article 1 § 1 point 1 C

4.

The Underwriting Document may provide separate Deductible for Defence Cost borne by an Insured Company.

5.

Deductible shall not apply if a Claim was brought against an Insured Person or if given type of costs is borne by an Insured Person.

Article 7 General conditions § 1

Worldwide coverage

Insurance covers Claims brought or Official Proceeding initiated and Wrongful Acts committed worldwide.

§ 2 Imputation

1.

The knowledge and also the acts and omissions of other Insured Persons shall not be imputed to any Insured Persons. The above provision does not apply if the Insured Person knew about the acts or omissions of other Insured Persons on the date of a breach of an obligation or duty. Only the knowledge and acts and omissions of the Policyholder's Representatives shall be imputed to the Policyholder.

2.

Only the knowledge and acts and omissions of the Policyholder's Representatives and their own Representatives shall be imputed to the other Insured Companies.

§ 3

Subsidiarity/ excess insurance 1.

Subject to the compulsory legal provisions, if a Pure Financial Loss claimed for or Official Proceeding are also insured under any other directors and officers liability insurance, or if a For-Profit or Non-Profit Organisation is obliged to indemnify, this insurance shall be available only after the payment is made under the other insurance or after the obligation to indemnify was fulfilled. This shall also apply if the other insurance contract no longer exists, but the loss could be or could have been reported in an Extended Reporting Period if agreed therein.

2.

Cover shall apply as a supplement to the benefit paid by another insurer insofar as the cover under this insurance agreement is wider than that under the other relevant insurance agreement (difference-in-conditions cover) or the other cover has been used up through payments (drop-down cover).

3.

Where the Insured does not receive any payment from the other insurance agreement or from the indemnity obligation on account of permanent insolvency of the other insurer or the party subject to the indemnity obligation, the Insurer shall pay directly against assignment of the Insured's claims.

4.

If any other insurance agreement contains provisions comparable to provisions of subsection 3 hereof, the insurance agreement that has a closer substantive connection with the loss claimed shall take precedence.

5.

A closer substantive connection exists in particular with the insurance agreement :

– that an Insured Company maintains separately as its own insurance cover or

– that a For-Profit or Non-Profit Organisation maintains separately as its own insurance agreement or

– that offers more specialised cover in respect of insured risk, in particular but not exclusively an EPL or IPO/SPO cover.

6.

Where no closer substantive connection is identifiable, payment shall be made first from the insurance agreement that was arranged earlier, and in case of Extended reporting Period – from the insurance agreement that was arranged later.

7.

Article 2 § 2 of this T&C shall apply accordingly.

§ 4

Accumulation clause

(9)

§ 5

Insurance premium and its payment 1.

Insurance premium is determined for the Policy Period and, if applicable, for the Extended Reporting Period as, pointed out in the Underwriting Document.

2.

The whole amount of insurance premium is determined in the Underwriting Document.

3.

The premium is calculated for scope of cover mentioned in article 1 § 1 point 1 A, B, C of this T&C and any additional coverages as granted in the Underwriting Document.

4.

On the Policyholder request, the premium can be allocated between scope of cover mentioned in article 1 § 1 point 1 A, B, C of this T&C and additional cover granted in the Underwriting Document, according to the Insurer’s individual risk assessment.

5.

Premium may be paid by a wire transfer. Premium shall be deemed paid subject to a confirmation of wire transfer.

6.

Premium is paid by a one time payment for the whole Policy Period or by instalments - at the Policyholder's request and at Insurer's consent.

§ 6

Jurisdiction and applicable law 1.

This terms and conditions and the insurance agreement concluded on the basis of them shall be subject exclusively to Polish law.

2.

Any disputes arising from insurance agreement shall be solved by common courts of law competent for the Insurer's seat or the place of residence of the Policyholder or Insured or entitled from the Insurance Agreement.

§ 7

Insurance intermediary clause

Where an agent or broker of the Policyholder intermediates in the execution or performance of the insurance agreement, all notices and statements of intent addressed to the Policyholder shall be submitted to such an agent or broker. All notices and statements of intent shall be deemed given by the Insurer, and all obligations toward the Insurer shall be deemed met, if given or met by or to the agent or broker of the Policyholder.

§ 8

Notifications and declarations 1.

All notices and statements to Allianz shall be made in writing and submitted to the Insurer registered offices or another address as may be provided in the Underwriting Document or any attachments thereto.

2.

All complaints, attentions and reservations relating to the insurance agreement, its concluding and implementation as well as services provided by employees and / or cooperators of TU Allianz Polska may be notified directly or by the representative, in written form or by phone: a) on address: TU Allianz Poland S.A., 1 Rodziny Hiszpańskich Street,

02-685 Warsaw (with additional note "The Casualty Department”), b) on Call Center telephone number : 0-801-10-20-30, operative from Mon.

to Fri. between 8.00 a.m and 8.00 p.m. as well as on Saturday between 9.00 a.m. and 3.00 p.m.,

c) on e-mail address: uwagi@allianz.pl

Any notified problem will be considered in the possible quickest time, and answers will be given at the latest within 30 days from the date of the receipt of complaints, attentions and reservations.

§ 9

Insurance tax

1.

Where the Insurance agreement relates to risks situated abroad, the

Policyholder shall provide the relevant information for calculating and possibly reducing a foreign insurance tax, or estimates for each premium calculation.

2.

Where the tax authority casts doubts on the basis for calculating the premium or assesses it differently from the point of view of tax law and therefore the Insurer is obliged to pay the insurance tax or other charges, the Policyholder shall make the basis of calculation available and reimburse the Insurer for any insurance tax or other charges that may subsequently be payable. This shall also apply if in deviation from, or contrary to, standard practice the Insurer is regarded as liable instead of the Policyholder.

3.

If the risk is located in the EU or the EEA, insurance tax shall be collected in accordance with the national regulations by the Insurer, who shall pay it to the tax authorities insofar as it is the Insurer’s obligation to do so.

4.

If the risk is located outside the EU or the EEA, the Policyholder shall, on its own responsibility, ascertain whether and to what extent insurance tax and/or other levies are payable under national regulations. Unless otherwise expressly agreed, the Policyholder shall be responsible for paying insurance tax and/ or other levies.

Article 8 Definitions

1.

Claim – a written demand for damages based on statutory liability provisions, against an Insured in respect of Pure Financial Loss arising from a Wrongful Act. This includes legal actions taken by Insureds. Insured Companies’ Claims shall be deemed to have been made when:

– the supervisory board or the annual general meeting or the meeting of shareholders of the Insured Company adopted a resolution on asserting a Claim against an Insured Person by an Insured Company, or – the annual general meeting or the meeting of shareholders of the

Insured Company has appointed a representative to represent the Insured Company in asserting Claims against an Insured Person, or – shareholders of the Insured Company request the Insured Company

to assert a Claim against an Insured Person.

2.

Continuity Date – a date specified in the Underwriting Document for the requirement of liability exclusion specified in article 4 § 2 of this T&C. Where no date is specified, the time when a statement on retroactive insurance (warranty statement) was last signed shall be deemed to be the Continuity Date. Where the Insurer does not have such a warranty statement, the Continuity Date shall be the policy inception date. For new Subsidiaries within the meaning of subsection 3.7 hereof, the Continuity Date shall be the date on which they are included in the cover with Legal Effectiveness. For extensions of cover or increases of the Limit of Liability, the Continuity Date is the date of the Legal Effectiveness of the extension of cover or the increase in the Limit of Liability.

3.

Defence costs – External attorney’s fees and expert fees, as well as witness fees reimbursed by an Insured, court fees and costs of mediation or arbitration, incurred by an Insured:

a) in the defense of a Claim whether in or out of court, or

b) in the defense of, or as payment of legal counsel fees related to, an Official Proceeding, and

c) unless the Underwriting Document provides otherwise, up to the amount of the Sum Insured specified in the Underwriting Document; d) upon a prior consent of the Insurer, or, in case of additional coverage,

up to the amount of Emergency Costs, and

e) evidenced by proof of payment in the form of relevant invoices, bills, or other evidence.

Internal costs of the Insured Company or Insured Person shall not be reimbursed

4.

(10)

5. Employment Wrongful Act means:

a) Unfair or wrongful dismissal, termination or discharge of employment, either actual or constructive;

b) harassment (including sexual harassment and workplace harassment);

c) discrimination;

d) retaliation, including lockouts;

e) employment related misrepresentations to an employee or applicant for employment;

f) employment related humiliation, defamation or invasion of privacy; g) wrongful failure to employ or promote;

h) wrongful deprivation of career opportunity; i) wrongful failure to grant tenure;

j) negligent evaluation;

k) failure to provide accurate references;

solely relating to any past, present or prospective employee. The cover is not provided for contractual obligations.

6.

Environmental damage – a damage caused by any pollutants. Pollutants means solid, liquid, gaseous, biological, radiological or thermal irritant, toxic or hazardous substance, or contaminant, including, but not limited to, asbestos, lead, smoke, vapour, dust, fibres, mould, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and waste. Such waste includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials and any other substances causing any environmental damage.

7.

Financial Services Companies – banks, insurance and reinsurance companies and investment fund companies, employee pension or welfare plan or organization or any other employee benefit plan as well as other companies that are subject to the supervision of the Polish Financial Supervision Authority (KNF) or any comparable financial authorities in other markets.

8.

For-Profit Organisation – private or public enterprises that are geared to making profit not including:

– any employee pension welfare plan or organizations, or – any other employee benefit plan, or

– any Subsidiaries,

and in which the Policyholder holds directly or indirectly between 5 and 50% shares while a relevant outside directorship is being held according to article 1 § 4 of this T&C.

9.

Insurance Event – Making a Claim or initiating an Official Proceeding in the Policy Period or, if applicable, in the Extended Reporting Period following the Policy Period.

10.

Insureds – the Insured Persons or Insured Companies covered under this T&C.

11.

Insured Companies – the Policyholder as stated in the Underwriting Document and its Subsidiaries. Cover for Claims against the Subsidiary applies in respect of Wrongful Acts that were committed while that company was a Subsidiary of the Policyholder.

12.

Insured Persons – natural persons who carry out, carried out or will carry out an activity in accordance with article 1 § 2 hereof in the Insured Companies.

13.

Legal Effectiveness – the legal effectiveness of a given measure against third parties.

14.

Non-Profit Organisations – non-profit-making companies, associations, federations or other private or public organisation that are not geared to making profit and are not Subsidiaries not including any employee pension or welfare plan or organization, or any other employee benefit plan.

15.

Official Detention – confinement of an Insured Person in secure custodial premises, operated by or on behalf of a governmental or judicial agency in

connection with a Claim or Official Proceeding against such Insured Person and either without charge or without a judicial finding of culpability or liability in that Claim of Official Proceeding.

16.

Official Proceedings – the following proceedings initiated in the Policy Period or in the Extended Reporting Period, if applicable, by appropriate state authorities: a) preparatory stage or discovery proceeding related to an Insured Person,or b) offense proceeding, or criminal or administrative proceeding initiated in the Policy Period or Extended Reporting Period, if applicable, alleging a Wrongful Act by an Insured Person

17.

Own Shareholder Claim – Claims asserted or maintained by one or more shareholders on their own behalf in respect of own losses, without any instruction, instigation or support from and not on the initiative of an Insured Company or an Insured Person. Where cooperation is necessary in order to meet statutory obligations, this shall not constitute support or initiative.

18.

Prosecution Costs – legal fees, costs and expenses due to prosecution proceeding, incurred by an Insured Person with the prior written consent of the Insurer, in order to initiate legal proceedings.

19.

Pure Financial Loss – the suffered purely financial loss that is neither bodily injury (resulting from death, bodily injury or a health disorder, including mental disorder, of a harmed person) or a property loss (damage, breaking, destruction or a loss of property), nor it derives from such losses. Property are in particular monetary tokens. Pure Financial Losses are also deemed to be monetary compensations for negative mental experience in result of Employment Wrongful Act committed by Insured Persons.

20. Representatives of Insured Companies are their – Chairman of the Management Board

– Board Member responsible for the Finance Division – Head of the Legal Department

– Head of the Insurance Department

or any other officer comparable to these persons at companies incorporated under foreign law.

21.

Securities – shares, temporary certificates, deposit certificates, shares collective certificates, bonds, founding certificates, warrants and other rights issued by the Insured Companies, that are comparable to such shares or bonds, if they can be traded on a market.

22.

Subsidiaries – companies, in which the Policyholder – before or on the date of this insurance agreement coming into force, is directly or indirectly entitled to: a) has or has had a majority of voting rights at a General Meeting of

Shareholders, or

b) have or have had a right to appoint or dismiss the majority of the members of the executive or supervisory body, where the Policyholder is simultaneously a shareholder, or

c) have or have had a of a controlling influence on this company on the basis of a management agreement entered into with this company or a provisions of the Company's Agreement or Articles of Association.

23.

Sum Insured for Excess Defense Costs – a separate Sum Insured specified in the Underwriting Document for defence as provided for in subsection article 2 § 7 hereof.

24.

Trading – the offering for purchase or sale, the purchase or sale of a Security and also the invitation or request to provide an offer on the purchase or sale of a Security, but not the first public offering of primary Securities or secondary shares as part of an Initial Public Offering (IPO) or Secondary Public Offerings (SPO) and the takeover of or the offer to take over shares as part of a share swap or squeeze-out procedure.

25.

(11)

26.

Wrongful Act – any actual or presumed incorrect act or omission on the part of an Insured Company or Insured Person in their capacity or function as such. A Wrongful Act means also the Employment Wrongful Act. A Wrongful Act through omission shall be deemed committed on the last day the omitted act ought to have been carried out in order to avert the occurrence of the Pure Financial Loss.

Article 9 Miscellaneous

1.

If any provision of this insurance agreement is held to be unenforceable or invalid by a competent court, the remaining provisions of this insurance agreement shall remain in full force and effect, unless such determination renders this insurance agreement unenforceable.

2.

All reference to singular include plural and vice-versa.

3.

Words of the masculine gender include the feminine and the neuter.

4.

All references to laws shall be deemed to refer to such laws as they may from time to time be amended or modified, and to equivalent laws applicable in any country in which a Claim is made or Official Proceeding instituted.

5.

(12)

Helpline: 0 801 10 20 30

www.allianz.pl

TUiR Allianz Polska S.A.

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