Sale of EAA Portfolio Advisers GmbH (‘EPA’).

EAA is an independent public law entity with partial legal capacity operating under the umbrella of the German Financial Market Stabilisation Authority (Bundesanstalt für Finanzmarktstabilisierung — ‘FMSA’), serving to wind down the portfolio of assets transferred from WestLB/Portigon AG in 2009, 2010 and 2012. EAA is legally and financially independent of former WestLB AG (now renamed Portigon AG). EAA's charter, portfolio strategy and additional information may be accessed in English language on EAA's homepage (http://www.aa1.de ). EAA Portfolio Advisers GmbH (‘EPA’) is a specialised Portfolio Manager providing EAA with ABS Portfolio Management, Loan Portfolio Analysis, Distressed Portfolio Workout, and Portfolio Analytics services. EPA is a 100 % owned subsidiary of Erste Abwicklungsanstalt (‘EAA’) and holds a Financial Adviser Licence (‘Finanzdienstleistungslizenz’) in Germany from the Bundesanstalt für Finanzdienstleistungsaufsicht (‘BaFin’) for Investment Brokerage, Investment Advisory Services, Contract Brokerage and Financial Portfolio Management. This licence has been passported to the UK. The EPA team is located in Düsseldorf, London, Madrid and New York and has been working together in winding down the EAA portfolio since 2010. EPA has entered into a portfolio management agreement with EAA to manage the vast majority of EAA's banking book assets with a notional of approx. EUR31bn as of today until 31.12.2020. It is contemplated as part of the transaction that EPA enters into a revised portfolio management agreement (‘Portfolio Management Agreement’) with EAA. Such Portfolio Management Agreement will cover EPA's costs for the period until 31 December 2020. Considering the estimated income from the Portfolio Management Agreement (i.e. the value of the contract, compare II.2) until 31.12.2020 and EPA's estimated cost base for the related timeframe, the entity is supposed to break even. EAA seeks to dispose all of its interests in EPA, by way of a disposal of all of the shares in EPA (the ‘Proposed Transaction’). It is mandatory that EPA continues to perform the Portfolio Management Agreement with EAA after completion of the Proposed Transaction. The Portfolio Management Agreement comprises, amongst others, the following services for EAA: Management of Performing and Non-Performing Loans; Surveillance, Pricing and Valuation for Structured Credit Assets; Asset Sales; selected additional tasks related to EAA-guaranteed assets; Collateral Management; Management of Participations; selected Treasury Services; Business Plan (‘Wind Down-Plan’) Management as well as Reporting.