APLICACIÓN DE LA ACTIVIDAD

Pursuant to Dutch law and the Articles of Association, any distribution on Shares, whether a distribution of profits or a distribution of freely distributable reserves, may only be made up to an amount equal to the excess of the Company’s equity over the sum of the nominal value of the Company’s issued share capital, plus the reserves that are required to be maintained by Dutch law. These reserves may include a reserve in respect of accrued losses on effective hedging instruments and a revaluation reserve in respect of any increase in the value of undisposed investment property, or a legal reserve for equity participations, which would be required if RPG Byty is restricted from making distributions in respect of its equity. The Company does not currently intend to account for investment properties, and therefore, does not intend to establish a revaluation reserve in its annual Dutch statutory financial statements, as is permitted under Dutch law, and is not currently required to establish a legal reserve for equity participations. The Company will account the value attributed to RPG Byty in the amount of CZK 9,860,060,000 (A359,462,632), as share premium in a separate (freely) distributable reserve, and has used an amount of A3,555,000 of that reserve to pay up Shares that were issued on 11 April 2014.

A distribution of profits (other than an interim distribution) may only be made after the adoption of the Company’s own (i.e., non-consolidated) annual financial statements prepared in accordance with Dutch generally accepted accounting principles. The Company was incorporated on 13 February 2014 and therefore as of the date of this Prospectus had no non-consolidated financial statements prepared in accordance with Dutch generally accepted accounting principles evidencing the amount of the distributable equity and of the freely distributable share premium reserve. The information in such statements will be used as the basis for determining if the distribution of profits made with respect to the financial year in question is legally permitted.

The Board of Directors may decide that the profits realised during a financial year will be fully or partially allocated to the Company’s reserves. The remainder after such allocation, if any, shall be at the disposal of the General Meeting. The Board of Directors shall make a proposal to the General Meeting for such purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General Meeting. See ‘‘Description of Share Capital—Dividend Rights’’.

If, with respect to any financial year, losses are incurred, no profits can be distributed for that financial year. Subject to Dutch law, the Board of Directors may, however, resolve to distribute profits retained from earlier financial years out of the profit reserve, if any.

Subject to Dutch law and the Articles of Association, the Board of Directors may resolve to make an interim distribution of profits or freely distributable reserves provided that the Company prepares an interim statement of assets and liabilities evidencing sufficient distributable equity.

The payment of dividends will depend on factors such as our business prospects, cash requirements and financial performance, the condition of the market and the general economic climate and other factors, including tax and other regulatory considerations. Furthermore, the Senior Secured Notes, the Revolving Credit Facility and the Refurbishment Loans contain restrictions on the payment of dividends by RPG Byty. In particular, the Senior Secured Notes provide that, subject to certain exceptions, any dividend paid by RPG Byty must not, when aggregated with all dividends and other restricted payments made since the issue date of the Senior Secured Notes, exceed 50 per cent. of consolidated net income from the beginning of the fiscal quarter commencing immediately prior to the issue date to the end of RPG Byty’s most recently ended fiscal quarter, plus proceeds from equity issuances and certain other items. For these purposes, consolidated net income excludes certain non-cash items, such as fair value adjustments on RPG Byty’s property portfolio, unrealised gains or losses on hedging instruments and impairment charges. For further detail of these exclusions, see ‘‘—Liquidity and Capital Resources—Senior Secured Notes’’. See also

‘‘Risk Factors—Risks Related to Our Structure and Financial Profile—RPG Byty is subject to restrictive

covenants that may limit its ability to finance its future operations and capital needs and to pursue business opportunities and activities’’ and ‘‘Operating and Financial Review—Liquidity and Capital Resources’’. As a consequence of these factors, there can be no assurance as to whether dividends or similar payments will be paid in the future or, if they are paid, their amount.

Dividend Policy

Subject to the availability of distributable results or reserves, we intend to distribute an annual dividend of approximately 70 per cent. of the Company’s consolidated FFO. There will be no difference between our

consolidated FFO and the FFO of RPG Byty, except in relation to certain operating costs incurred at the level of the Company. We currently do not have the intention to make any interim distributions, and, therefore, do not expect any distribution to be made before 2015.

Manner and Time of Dividend Payments

Payment of any dividend on the Shares in cash will be made in euro or such other currency as decided by the Board of Directors. Any dividends will be paid to shareholders through Euroclear Nederland, the Dutch centralised securities custody and administration system. Dividends will be credited automatically to shareholders’ accounts without the need for shareholders to present documentation proving their ownership of the Shares. There are no restrictions in respect of the ability to receive dividends under Dutch law in respect of shareholders who are non-residents of The Netherlands. However, see the section entitled ‘‘Taxation—Certain Dutch Tax Considerations’’ for a discussion of certain aspects of taxation of dividends and refund procedures for non-residents of The Netherlands.

Uncollected Dividends

A claim for any dividend declared lapses five years after the date on which those dividends were released for payment. Any dividend that is not collected within this period reverts to the Company and is allocated to its general reserves.

Taxation of Dividends

Dividends are generally subject to withholding tax in The Netherlands. See the section entitled ‘‘Taxation— Certain Dutch Tax Considerations’’ for a discussion of certain aspects of taxation of dividends and refund procedures.