Framework Agreements on on-going Legal Advice under Luxembourg Law.

FMS-WM is the sole shareholder of DEPFA Bank plc (‘DEPFA’) which is a licensed bank seated in Dublin and regulated by the Central Bank of Ireland. DEPFA has several subsidiaries, some of them being regulated banks as well. DEPFA Pfandbrief Bank International S. A. (‘DPBI’) being a pure Pfandbrief Bank located in Luxembourg. DEPFA is the sole shareholder of DPBI. FMS-WM's mission is inter alia to wind down DEPFA and its subsidiaries including DPBI in a profit oriented way. As a consequence FMS-WM as the ultimate (indirect) shareholder of DPBI has a need for legal advice on Luxembourg law related matters. In addition, FMS-WM has purchased several bonds which have been issued by DPBI by way of public tender offer and bilateral purchases. FMS-WM might get a need for legal advice under Luxembourg law which is related to these purchases. In consequence, FMS-WM has a demand for legal advice on the following areas of Luxembourg law: — Corporate Law (e.g. assessment of the rights and duties of Board members of an Luxembourg company/corporate governance, interpretation of the articles of association, shareholder rights with respect to subsidiaries), also with respect to a potential wind-down of DPBI; this lot also includes advice in tax matters, in particular with regards to subjects which are related to the corporate matters; — Banking / Capital Markets Law / Legal advice on Covered Bond (Pfandbrief) related matters (eg review, drafting and negotiation of finance documents; advice on cover bond related legal matters / transactions); — Contractual Law (e.g. drafting/interpretation of non-disclosure agreements, service agreements, purchase agreements); — Banking Regulatory Law (e.g. legal matters which arise due to the fact that DPBI is a licensed bank regulated by the Commission de Surveillance du Secteur Financier); To meet this demand, framework agreements for the provision of legal services in the abovementioned areas of law shall be concluded. In detail, FMS-WM intends to conclude framework agreements for the following lots (each of them containing up to two (2) Framework Agreements): — Lot 1: Corporate Law and Tax; — Lot 2: Banking / Capital Markets Law; — Lot 3: Contractual Law; — Lot 4: Banking Regulatory Law.