Decisiones motrices del RJCB

The Audit Committee is an autonomous body of the Company. Members of the Audit Committee are elected and recalled by the Company’s General Meeting. They may be elected from the

members of the Supervisory Board or from persons external to the Company. The Audit Committee

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Energetický a prĤmyslový holding, a.s., Slovenský plynárenský priemysel, a.s., organizaþní složka, SOTIO a.s., Nadaþní fond pro podporu vzdČlávání v pojišĢovnictví, B.I.G., a.s., B.I.G. Public Relations, a.s., B.I.G. Prague /Business Information Group/ s.r.o., GOPAS, a.s., PPF Group N.V.

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members are elected for a period of five years. The General Meeting may also elect up to three substitute members of the Audit Committee, designating the order of their succession. The Audit Committee meets as necessary, once in a quarter as a rule, but at least four times in the course of a calendar year. The Audit Committee has a quorum if a simple majority of its members is present at the meeting. The Audit Committee has three members. Prior to resolution of the General Meeting 12 March 2014 on amendment to the Articles of Association of the Company, the committee had five members.

The Audit Committee has the particular authority to:

x monitor the process of compilation of the financial statements and the consolidated financial statements,

x evaluate the effectiveness of the Company’s internal controls, internal audit and risk management system,

x monitor the process of the statutory audit of the financial statements and the consolidated financial statements,

x review the independence of the statutory auditor and the audit firm, and the provision of non- audit services to the Company by the audit firm,

x recommend an auditor,

x receive from and discuss with the auditor all and any information, declarations and communications as per the applicable laws.

Meetings of the Audit Committee in 2014

The Audit Committee had four meetings in 2014.

Members of the Audit Committee

Effective 12 March 2014, the Audit Committee works in the following composition: Martin Štefunko (*1977)

Chairman of Audit Committee since 24 March 2014 member of Audit Committee since 12 March 2014 (resume listed in the part Supervisory Board) Radek Neužil (*1970)

Vice-chairman of Audit Committee since 24 March 2014 member of Audit Committee since 12 March 2014

He earned the title LL.M. at the Faculty of Law of Masaryk University in Brno and the title of Ing. (MSc) at the Faculty of Mechanical Engineering, Economics and Management of Mechanical Engineering at the Brno Technical University. He is an expert in the area of freelance employment regulation. Since 1993, he has acted as Secretary of the Chamber of Tax Advisors of the Czech Republic, which et alias he represents in Confédération Fiscale Européenne (CFE). Since 1995, he has been a partner in Paski club, v.o.s. Since 2009, he has been a member of the presidium of the Council for Public Audit Oversight and Chairman of the Audit Cooperation and Coordination Committee, which he represents in the advisory body of the European Commission - European Group of Auditors’ Oversight Bodies. In 2011 – 2013 he was a member of the Commission of the Ministry of Finance for Conception and Development of Accounting and Audit, Section for Audit and Tax Consultancy. Starting this year, he has also been a member of the Supervisory Board of Charles University in Prague. In 2013, he became a member of the Audit Committee in ýEZ a.s. He

is a member of bodies in other companies11 and he has also been a member of bodies in other corporations over the last five years12.

OndĜej Chaloupecký (*1972)

member of Audit Committee since 12 March 2014

Graduated in Information Technology from the University of Economics in Prague, Faculty of Informatics and Statistics in 1997. In 2010 he completed an EMBA programme at the University of Pittsburgh. Before joining PPF group he worked in the tax department of PricewaterhouseCoopers. He is member of the Chamber of Tax Advisors of the Czech Republic. He joined PPF group in 2002 and he is presently responsible for the area of taxes; he is member of the Supervisory Board of PPF a.s. and chairs the Supervisory Board in PPF reality a.s. and Moranda, a.s. He has also been a member of bodies in other corporations over the last five years13.

Changes in personnel composition of the Audit Committee

Over the course of 2014, the following changes came to the composition of the Audit Committee. x Effective 28 January 2014 Mrs Maria Pilar López Álvarez (also resigned as Chairperson),

Mr Jesús Pérez de Uriguen (also resigned as Vice-chairman), Mr Pavel Herštík, Mr Antonio Manuel Ledesma Santiago and Mr Francisco de Borja de Nicolás Benito all resigned their membership. Alternate members Mr Lubomír Vinduška and Mr Ivan Varela Sanchez also resigned to that date.

x At the General Meeting of 12 March 2014, the General Meeting appointed Mr Martin Štefunko, OndĜej Chaloupecký and Radek Neužil members of the Audit Committee.