Características propias del agente creado

12.1. Management and Statutory Body of the Issuer

The Issuer‟s statutory body is the Management Board (bestuur), which may have one or more members according to the Issuer‟s Articles of Association (statuten). The specific number of members is determined by the Issuer‟s General Meeting (algemene vergadering van aandeelhouders), which also appoints and recalls members of the Management Board.

The Management Board manages the Issuer and acts on its behalf towards third parties in accordance with the restrictions set by the Issuer‟s Articles of Association. Each member of the Management Board is entitled to act individually on behalf of the Issuer. The Management Board is entitled, subject to the approval of the General Meeting, to determine which duties in the area of the Issuer‟s management each member of the Management Board will be charged with. The Management Board decides in principle by normal majority of its members present in a meeting.

The Management Board convenes by letter the General Meeting. Other duties of the Management Board include the duty to draw up the balance sheet and the profit and loss account every year, not later than within five months from the end of the financial year (i.e. the calendar year), unless the General Meeting has prolonged said period up to six months by its decision. At the same time, the annual accounts must be presented to them for inspection and must be signed by all members of the Management Board.

If a member of the Management Board in private enters into an agreement with the Issuer or is engaged in procedures against the Issuer, the Issuer shall be represented by one of the other members of the Management Board. If a member of the Management Board has a conflict of interest between the Issuer and a member of the Management Board in another way, this person is, as well as every other member of the Management Board, authorised to represent the Issuer. The General Meeting is always authorised to designate one or more other persons for this purpose.At present, the Issuer‟s Management Board has three members:

Name Function In function as of Year of birth

Alexander Labak Chairman of the Board of Directors 26 January 2007 1962

Sonia Slavtcheva Member of the Board of Directors 1 January 2009 1965

Mel Carvill Member of the Board of Directors 3 May 2012 1962

None of the members of the Management Board of the Issuer is a member of a company with unlimited liability.

Alexander

Chairman of the Board of Directors of Home Credit B.V.

In function as of: 26 January 2007

Date of Birth: 18 September 1962

Business Address: Home Credit B.V., Strawinskylaan 933 Tow. B Lev. 9, 1077XX, Amsterdam, the Netherlands

Mr. Labak is the Chief Executive Officer of the Issuer having joined HCBV in October 2006. Before joining the Group, Mr. Labak held executive positions at leading financial services companies such as MasterCard Europe where he served as president, and Deutsche Bank where he was chief marketing officer. Mr. Labak developed a strong consumer focus whilst working at Johnson & Johnson and Henkel and throughout his career has had his European and global business responsibilities complemented by direct operating market experience in the United States, Canada, Germany, Italy, Belgium and Austria.

Mr. Labak obtained an MBA from the Wharton Business School and a PhD from the Vienna University of Economics and Business Administration.

Mr. Alexander Labak is a member of the body of following companies:

Home Credit Europe PLC

Home Credit Consumer Finance Company (China)

Home Credit Asia Ltd.

HC Asia N.V.

Sonia Slavtcheva

Member of the Board of Directors of Home Credit B.V.

In function as of: 1 January 2009

Date of Birth: 11 January 1965

Business Address: Home Credit B.V., Strawinskylaan 933 Tow. B Lev. 9, 1077XX, Amsterdam, the Netherlands

Ms. Slavtcheva is Chief Financial Officer of the Issuer. Ms. Slavtcheva joined the Group in July 2008 having previously worked at GE Money where she held a number of positions within Europe and the U.S. in a career spanning over 10 years. She has worked for a number of leading financial institutions in the U.S. and CEE countries, gaining considerable experience in financial operations.

In 1988 Ms. Slavtcheva obtained a master‟s degree from the University of National and World Economy, Sofia, Bulgaria. She then obtained an MBA in finance at the University of Pittsburgh, USA.

Ms. Slavtcheva is a member of the body of following companies:

Home Credit International a.s.

PPF Vietnam Finance Company Limited

Home Credit Europe PLC

OJSC Home Credit Bank (Belorussia)

JSC Home Credit Bank (Kazachstan)

Mel Carvill

Member of the Board of Directors of Home Credit B.V.

In function as of: 3 May 2012

Date of Birth: 26 August 1962

Business Address: Home Credit B.V., Strawinskylaan 933 Tow. B Lev. 9, 1077XX, Amsterdam, the Netherlands

Mr. Carvill is currently the president of PPF Partners Ltd, a private equity joint venture between the PPF Group and Generali. He is also a director of Resolution Limited, a FTSE 100 company, and OJSC Nomos-Bank. Mr. Carvill previously worked at the Generali group from 1985 until 2009 in various roles, most recently as head of Western Europe, the Americas and the Middle East and was a member of the Comitato di Direzione, International Management Board and Group Risk, Investment and Innovation Committees. During his time at

Generali Mr. Carvill also held the position of chief risk officer, head of international regulatory affairs, head of mergers and acquisitions and head of strategic planning.

Mr. Carvill is a fellow of the Institute of Chartered Accountants in England and Wales, he holds an advanced diploma in corporate finance, is an associate of the Chartered Insurance Institute, a chartered insurer and a fellow of the Securities Institute.

Mr. Mel Carvill is a member of the body of following companies:

Bailiwick Investments Limited

Barclays Private Clients International Limited

Catholic National Mutual Ltd

Generali International Ltd

Generali USA Life Reassurance Company Inc

Generali Worldwide Insurance Company Ltd

Genesis Asset Managers, LLP (formerly Genesis Fund Managers, LLP) - Guernsey Operating Committee

MND Ltd OJSC Nomos-Bank PPF Partners AS PPF Partners Ltd PPF Partners 1 GP Limited Resolution Limited

Resolution Holdings (Guernsey) Limited

Tenax Capital Ltd

Home Credit Europe PLC

12.2. Supervisory Body of the Issuer

The Issuer has no Supervisory Body (raad van commissarissen). Such body is not required in relation to a company of the Issuer‟s kind by the law under which the Issuer was incorporated.

12.3. Managing, Statutory and Supervisory Bodies Conflicts of Interest

Section 2:256 of the Dutch Civil Code stipulates that in case of presence of a personal interest of one or more directors that is (materially) conflicting with the interests of the company the supervisory board of the company is entitled to represent the company, notwithstanding the authority of the shareholders‟ meeting of the company to appoint one or more other persons to represent the company, with the exclusion of anybody else, in the matter involving the conflict of interest. The representation powers of each of the members of management board will then be impaired. If a supervisory board has not been established, the shareholders‟ meeting still has the power to appoint other persons as the company‟s special representatives. Section 2:256 of Dutch Civil Code allows for varying from the general principle aforementioned by way of recording an alternative provision in the articles of association. The Articles of Association of the Issuer contain such provision (i.e. in article 18.3) that provides that in the event of presence of a conflict of interest between the Issuer and a member of the Issuer‟s management board in private capacity, the Issuer shall be represented by one of the other members of the

Management Board. The General Meeting shall at all times remain competent to designate one or more other persons for this purpose as special representative of the Issuer. If it concerns a conflict of interest between the Issuer and a member of the management board in another capacity, the representation powers of this director as well as any other member of the Managing Board are not impaired.

The Issuer is not aware of the presence of any relevant (potential) conflicts of interest between the duties of the persons referred to in Chapter 12.1 of the Prospectus towards the Issuer and their private interests or other duties.

It is envisaged that as per 1 July 2012 an act containing new rules on management and supervision (Wet van 6

juni 2011, Staatsblad 2011, 275) will become effective, which act inter alia changes the provisions pertaining to

resolving conflicts of interest. Section 2:256 of Dutch Civil Code will be repealed and a new paragraph 6 will be inserted in Section 2:239 of Dutch Civil Code, which provides that in the event a director has a direct or indirect personal interest that is in conflict with the interest of the company the director concerned shall not participate in the discussion and decision making on the proposed item. Should this prevent the management board from making valid decisions, the proposal concerned should be referred to the supervisory board of the company, or when no such body exists, the shareholders‟ meeting, unless the company in its articles of association provides otherwise. The representation powers of the directors of the company will at all times not be impaired by the presence of a conflict of interest.

The provisions regarding conflicts of interest will be, mutatis mutandis, accordingly applicable to members of a supervisory board (if present).