Prokopius Management Shield

Directors’ & Officers’ Liability Insurance Policy Wording

Part 1 PREAMBLE
This POLICY is concluded by the POLICYHOLDER accepting the offer of Insurance made to them by the INSURER.

Part 2 INSURANCE OBJECT

A: The INSURER will pay LOSS on behalf of the INSURED.
B: To the extent that an INSURED COMPANY has indemnified an INSURED PERSON for LOSS, then the INSURER
shall reimburse the INSURED COMPANY for such amount.

Part 3 INSURED EVENT

The Insured Event is a CLAIM as defined in the policy wording.

Part 4 DEFINITIONS

CIRCUMSTANCE means any matter which the INSURED first becomes aware of during the POLICY PERIOD and which
the INSURED reasonably considers to have the potential to become a CLAIM.

CLAIM means:
1) Any written or oral demand received by an INSURED PERSON during the POLICY PERIOD which alleges a
WRONGFUL ACT;
2) Any criminal, civil, administrative, regulatory or arbitration proceeding or formal investigation brought against an
INSURED PERSON received by the INSURED during the POLICY PERIOD which alleges a WRONGFUL ACT;
3) Any INITIAL INVESTIGATION;
4) Any EXTRADITION.

CLAIM shall include SECURITIES CLAIM, but only if cover is stated as applicable in Item 8(a) of the SCHEDULE.

CLAIM shall include ENTITY EMPLOYMENT PRACTICE CLAIM, but if cover is stated as applicable in Item 8(b) of the
SCHEDULE.

DEDUCTIBLE means the Deductible specified in Item 4 of the SCHEDULE.

DEFENCE COSTS means any costs and expenses incurred by or on behalf of an INSURED which are related to the
investigation, mitigation, defence, negotiation and/or administration of a CLAIM or which are agreed as such by the
INSURER.

DIRECTOR means any natural person who was, is or shall be any one or more of the following:
1) any de jure director of an INSURED COMPANY (including executive, non-executive and supervisory positions);
2) any de facto director of an INSURED COMPANY including shadow directors;
3) any EMPLOYEE in a managerial or supervisory position;
4) any natural person named in a prospectus or memorandum as due to become a DIRECTOR.

EMPLOYEE means any natural person who was, is or shall be under a contract of employment with an INSURED
COMPANY to the extent that they are not acting in the role of a DIRECTOR

UAB “Prokopius” c.c 304181227 | S. Moniuškos st. 27, Vilnius, LT-08115, Lithuania | www.prokopius.com
LT767044060008188828, AB SEB bankas D&O Wording Page 1 of 9
EMPLOYMENT PRACTICES ACT means any WRONGFUL ACT that concerns any actual or alleged violation of
employment law or other legal recognised provision concerning the actual or prospective employment of a natural
person with an INSURED COMPANY.

ENTITY EMPLOYMENT PRACTICES ACT means any actual or alleged violation of employment law or other legal
recognised provision concerning the actual or prospective employment of a natural person committed by an INSURED
COMPANY.

ENTITY EMPLOYMENT PRACTICES CLAIM means any civil or criminal proceeding (or notice of an intent to bring such a
proceeding) brought against an INSURED COMPANY, in respect of an ENTITY EMPLOYMENT PRACTICES ACT, which is
received by the INSURED COMPANY during the POLICY PERIOD.

ENTITY EMPLOYMENT PRACTICE CLAIM SUB-LIMIT means the amount stated in Item 2(a) of the SCHEDULE.

EXTRADITION means the receipt during the POLICY PERIOD by a DIRECTOR of either a warrant for, or official notice of
an extradition proceeding against them, which shall include inter alia judicial review applications challenging an
extradition order and applications for extradition made to a competent court or to the United Nations or other supra-
governmental authority.

INITIAL INVESTIGATION means any investigation or inquiry by any legal or natural person legally authorised to conduct
such investigation or inquiry, notice of which is first received by an INSURED during the POLICY PERIOD and at which a
DIRCETOR is requested to attend and which seeks to investigate any INSURED.

INSURED means:
1) any INSURED COMPANY;
2) any INSURED PERSON in their capacity as such.

INSURED COMPANY means

1) the POLICYHOLDER;
2) any SUBSIDIARY;

INSURED PERSON means any DIRECTOR;

INSURER means the insurance carrier specified in Item 7 of the SCHEDULE

LIMIT OF LIABILITY means the Limit specified in Item 2 of the SCHEDULE

LOSS means any amount incurred by or on behalf of an INSURED in respect of a CLAIM.

LOSS shall include, inter alia, DEFENCE COSTS, settlements, damages, compensation, court awards, “peace agreement”
amounts and arbitration costs.
LOSS shall not include any taxes unpaid by the INSURED.
LOSS shall not include any criminal fines or criminal penalties imposed upon an INSURED.
With respect to SECURITIES CLAIM and ENTITY EMPLOYMENT PRACTICES CLAIM, LOSS shall not include fines or
penalties of any nature.
LOSS shall not include any punitive damages or the multiple portion of any MULTIPLE DAMAGES AWARD imposed upon
an INSURED.
With respect to any fines and penalties that fall within this definition of LOSS, any cover available shall be sub-limited to
the amount stated in Item 2 (b) of the SCHEDULE in all during the POLICY PERIOD, which sub-limit is part of and not in
addition to the LIMIT OF LIABILITY.

MULTIPLE DAMAGES AWARD means an additional award made by a competent court in any jurisdiction which imposes
a duty on the defendant to pay an amount which is a multiple of the original amount of damages calculated by the court
and which constitutes an additional punishment on the defendant.

OUTSIDE DIRECTOR means any DIRECTOR or EMPLOYEE who is, was or shall be a director, officer or similar office
holder in any entity which is not an INSURED COMPANY and which position is held at the request or with the consent of
the INSURED COMPANY.

POLICY means this wording and the SCHEDULE and the PROPOSAL.

POLICYHOLDER means the entity specified in Item 1 of the SCHEDULE

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POLICY PERIOD means the period of insurance specified in Item 3 of the SCHEDULE

POLLUTION means any discharge, release or escape of any pollutant, contaminant or irritant (including asbestos) into
the environment and which is objectively deemed to constitute a material threat or damage to the environment.

PRIOR AND PENDING LITIGATION DATE means the date specified in Item 5(a) of the SCHEDULE

PROPOSAL means the signed proposal and/or acceptance form provided to the POLICYHOLDER by the INSURER and
subsequently submitted to the INSURER by (or on behalf of) the POLICYHOLDER.

RETROACTIVE DATE means the date specified in Item 5(c) of the SCHEDULE

SCHEDULE means the SCHEDULE as issued and signed by the INSURER

SECURITIES CLAIM means any criminal or civil proceeding (or notice or an intent to bring such a proceeding) which is
received by the INSURED COMPANY during the POLICY PERIOD and which proceeding alleges a breach of laws, rules
or regulations by the INSURED COMPANY, which breach occurred after the SECURITIES CONTINUITY DATE,
concerning the purchase or sale of the Debt or Equity securities of the relevant INSURED COMPANY and which is
brought against an INSURED COMPANY by any natural or legal person with the relevant interest in such securities.
However, SECURITIES CLAIM shall not include the following matters:
1) any proceeding brought by an EMPLOYEE OR DIRCETOR in respect of any employment related benefit
resulting from their interest in such securities;
2) Any administrative or regulatory proceeding.

SECURITIES CONTINUITY DATE means the date specified in Item 5(b) of the SCHEDULE

SUBSIDIARY means any legal entity which, at the point in time at which
1) such entity receives a CLAIM or are aware of a CIRCUMSTANCE, AND
2) the WRONGFUL ACT giving rise to such CLAIM or CIRCUMSTANCE takes place,
is more than 50% owned and/or controlled by another INSURED COMPANY.

WRONGFUL ACT means any act or non-act, including inter alia any neglect or breach of duty, care or trust, that is actually
or allegedly committed or attempted by an INSURED PERSON or any matter which is claimed against an INSURED
PERSON due to their status as an INSURED PERSON. WRONGFUL ACT shall include any EMPLOYMENT PRACTICES
ACT. WRONGFUL ACT shall also include any breach of a civil or common law duty of care by an INSURED PERSON that
results in the death of any natural person.

Part 5 EXCLUSIONS

The INSURER shall not pay LOSS or any other amount to the extent that any one or more of the following exclusions
apply.

5.1 Prior claims

The INSURER shall not pay LOSS or any other amount in respect of any CLAIM which was received by the INSURED, or
any CIRCUMSTANCE of which the INSURED was aware, prior to the Inception of the POLICY PERIOD.
Furthermore, the INSURER shall not pay LOSS or any other amount in respect of any WROINGFUL ACT which is the
subject of any criminal or civil proceeding commenced prior to the PRIOR AND PENDING LITIGATION DATE.

5.2 Retroactive date

Where a RETROACTIVE DATE is specified in the SCHEDULE, the INSURER shall not pay LOSS or any other amount to
the extent that any PROFESSIONAL BUSINESS was carried out or failed to have been carried out prior to the
RETROACTIVE DATE.

5.3 Illegal acts

The INSURER shall not pay LOSS or any other amount to the extent that a WRONGFUL ACT is found by a court of final
appeal to constitute criminal activity

5.4 Pollution
The INSURER shall not pay LOSS or any other amount to the extent that LOSS is attributable to POLLUTION. However
this exclusion shall not apply to:
1) DEFENCE COSTS
2) Any CLAIM from a Shareholder of an INSURED COMPANY whether direct or derivative

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5.5 Nuclear, War and Terrorism
The INSURER shall not pay LOSS or any other amount in respect of LOSS which arises directly or indirectly from:

1) ionising radiations or contamination by radioactivity from any nuclear fuel, waste or substance, or
2) the radioactive, toxic, explosive or other hazardous properties of any explosive, nuclear assembly or nuclear
component thereof; or
3) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution,
insurrection, riot, civil commotion assuming the proportion of or amounting to a popular uprising, military or
usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or
under the order of any government or public or local authority, or
4) any act or acts, or threat thereof, of terrorism, force or violence for political, religious or other ends directed
towards the overthrowing or influencing of the government, or for the purpose of putting the public in fear, by
any person or persons acting alone or on behalf of or in connection with any organisation.

In the event any portion of this Exclusion is found to be invalid or unenforceable, the remainder shall continue to be in full
force and effect.

5.6 Bodily injury

The INSURER shall not pay LOSS or any other amount to the extent that any CLAIM arises directly or indirectly from any
physical or non-physical injury or death of a natural person. However this exclusion shall not apply to:
1) DEFENCE COSTS;
2) the extent that such CLAIM arises from any EMPLOYMENT PRACTICES ACT or ENTITY EMPLOYMENT
PRACTICES ACT.

5.7 Property damage

The INSURER shall not pay LOSS or any other amount to the extent that any CLAIM arises directly or indirectly from any
loss or damage to physical property. However this exclusion shall not apply to DEFENCE COSTS.

5.8 USA
To the extent that a WRONGFUL ACT was actually or allegedly performed or non-performed in the United States of
America and/or to the extent that a CLAIM is brought in the United States of America, then The INSURER shall not pay
LOSS or any other amount incurred as a direct breach of the Racketeer Influenced and Corrupt Organizations Act of 1970
(RICO), Securities Act 1933, Securities Exchange Act 1934 or the Employee Retirement Income Security Act of 1974
(ERISA) (or any re-enactments, amendments or replacements of the foregoing legislation).

Part 6 EXTENSIONS

6.1 Continuous cover

If the INSURER receives notification of a CIRCUMSTANCE during the POLICY PERIOD (or any additional notification
period), then any subsequent CLAIM that arises in whole or in part from such CIRCUMSTANCE shall be deemed to have
been made during the POLICY PERIOD.

6.2 Outside Directorship Cover

This POLICY shall cover any OUTSIDE DIRECTOR in their capacity as such in the event that they receive a notice of a
written demand or other notice which would be deemed a CLAIM under this POLICY if made against a DIRECTOR.
However such cover shall only apply after exhaustion of any indemnity afforded to the OUTSIDE DIRECTOR by the
company for whom they hold the position of OUTSIDE DIRCETOR and after exhaustion of any other valid and collectible
insurance policy available to such OUTSIDE DIRCETOR.

6.3 Retired Director Cover

If this POLICY is not renewed at the expiry of POLICY PERIOD then the cover provided under this POLICY shall continue
in force for an additional period of 72 months from such date of non-renewal in respect only of any CLAIM against a
DIRECTOR who had ceased to hold the office of DIRECTOR prior to the date of non-renewal

6.4 Spousal Cover

Cover under this POLICY shall extend to the lawful spouse or domestic partner of an INSURED PERSON as if such
person was an INSURED PERSON provided that such spouse or domestic partner is being held liable for a WRONGFUL
ACT due to their status as spouse or domestic partner.

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6.5 Heirs and Estates Cover
In the event that the heirs or estate of an INSURED PERSON are held liable for a WRONGFUL ACT due to the death
incompetence or insolvency of such INSURED PERSON, then this policy shall extend to cover such heirs or estate as if
they were the relevant INSURED PERSON.

6.6 Extended Reporting Period

In the event that this POLICY is not renewed or replaced with similar insurance, then this the POLICYHOLDER has the
right to purchase an extended reporting period of 24 months at an additional premium of 65% of the Annual premium
detailed in Item 6 of the SCHEDULE. The right to purchase the extended reporting period as set out above must be
exercised by notice to INSURER in writing within 30 days of expiration of the POLICY PERIOD and is only effective upon
payment of the additional premium within same timeframe. Upon the purchase of this extended reporting period the
requirement for a CLAIM or CIRCUMSTANCE to be received during the POLICY PERIOD is amended to a requirement for
such CLAIM or CIRCUMSTANCE to be received during the extended reporting period, however cover shall only apply in
respect of any act or omission that was committed or attempted prior to the expiry of the POLICY PERIOD.

6.7 Emergency DEFENCE COSTS

In the event that written approval for DEFENCE COSTS cannot be obtained before such costs need to be paid, then the
INSURER shall give retrospective approval for such costs up to a limit of 10% of the LIMIT OF LIABILITY.

6.8 Full severability

Any action, inaction or knowledge of any one INSURED shall not be imputed to any other INSURED in so far as any
determination of available coverage is made. However, the action, inaction or knowledge of a DIRECTOR shall be
imputed to the INSURED COMPANY of whom such person is a DIRECTOR.

6.9 Crisis Management and Public Relations Costs

The INSURER shall pay the reasonable fees, costs and expenses incurred by an INSURED in retaining of a public
relations consultant to mitigate the adverse effect or potential adverse effect on an insured entity’s reputation and/or other
crisis consultancy firm to mitigate any financial or operational impact pursuant to a CLAIM and/or any of the following
events:

1) Death of a DIRECTOR
2) A Criminal Investigation commenced against an INSURED
3) Loss of a major client, patent, or other income stream which constitutes more than 25% of annual revenues
4) Unauthorized access to or manipulation of the computer systems of the INSURED

The amount of cover available shall be sub-limited to EUR 50,000 in all during the POLICY PERIOD, which sub-limit is part
of and not in addition to the LIMIT OF LIABILITY.

6.10 Loss Mitigation

The INSURER shall indemnify the INSURED for any reasonable cost or expense incurred by the INSURED (and to which
the INSURER has consented) in mitigating any matter which may give rise to a LOSS or to reduce the potential quantum
of a LOSS. The amount of cover available shall be sub-limited to up to 10% of the LIMIT OF LIABILITY in all during the
POLICY PERIOD, which sub-limit is part of and not in addition to the LIMIT OF LIABILITY.

Part 7 CLAIMS NOTIFICATION PROVISIONS

7.1 What to notify

Please provide notice of any CLAIM or CIRCUMSTANCE.
When notifying a CIRCUMSTANCE, the INSURED should inform the INSURER of the reasons why in their reasonable
opinion the matter may give rise to a CLAIM.
When notifying a CLAIM, the INSURED should inform the INSURER, as far as possible, of the full details of the matter as
known to them at the time.

7.2 Whom to notify

Please notify the INSURER at the following contact address:
Claims@prokopius.com
We recommend that you also notify your intermediary and hold a copy of any such notifications for your records.

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7.3 When to notify
You must notify the INSURER as soon as possible. There is no requirement to notify matters during the validity of the
POLICY PERIOD but the INSURED should be aware that any intentional or unreasonable delay in providing the
notification may prejudice the INSURER’S position with regards to the amounts payable under this POLICY and that there
is a possibility that the INSURER shall not be liable in respect of such prejudice.

Part 8 CLAIMS CONDITIONS

8.1 Obligations and rights of the POLICYHOLDER regarding a CLAIM

1) The POLICYHOLDER shall ensure that notification of any CLAIM is made in accordance with the notification
provisions of this POLICY.
2) The POLICYHOLDER shall not intentionally do anything that intended to prejudice the position of the INSURER
with respect to the amount payable under this POLICY.
3) The POLICYHOLDER should take any reasonable measures to mitigate LOSS.
4) The POLICYHOLDER should not admit liability in respect of any CLAIM unless with the prior written consent of
the INSURER (which consent shall not be unreasonably withheld or delayed). However, any instance of self-
reporting made by the INSURED to any authority legally empowered to receive such self-reporting shall not
constitute an admission of liability.
5) The POLICYHOLDER has the duty to provide information to the INSURER as detailed in the Claims Payment
Procedure and Terms section of this POLICY.
6) The POLICYHOLDER has the right to defend or settle any CLAIM. The POLICYHOLDER also has the right to
request that the INSURER defends a CLAIM on behalf of the INSURED and/or negotiates any settlement on
behalf of the INSURED and in such cases the POLICYHOLDER is obliged to provide any reasonable assistance
and co-operation requested by the INSURER. The POLICYHOLDER retains the right to consent to or veto any
settlement offer made, or defence strategy proposed by the INSURER.
7) The POLICYHOLDER is obliged the pay the premium when due.
8) The POLICYHOLDER is entitled to administrate this POLICY on behalf of all INSUREDS.

8.2 Obligations and rights of the INSURER regarding a CLAIM

1) The INSURER is obliged to provide indemnification as required by the POLICY, or, where requested by the
POLICYHOLDER, the obligation to defend a CLAIM.
2) The INSURER has the right to assume any available subrogation rights in accordance with the Subrogation
provisions of this POLICY.
3) The INSURER shall comply with all obligations attaching to the INSURER under the applicable law governing
this POLICY.

8.3 CLAIM assessment procedure and allocation

The INSURER shall assess damage according to the applicable law and industry norms and the general practice of the
competent courts.
In the event that a CLAIM is partly attributable to matters covered by the POLICY and matters which are not covered by
this POLICY then the INSURER, the POLICYHOLDER and the relevant INSURED shall use their collective best efforts to
determine a fair allocation of coverage for such CLAIM. In the event of dispute then the matter shall be handled according
to the dispute resolution provisions of this POLICY and until resolution the INSURER will continue to pay amounts under
this POLICY according to their determination of a fair and proper allocation. However, in such cases the INSURER will pay
100% of DEFENCE COSTS regardless of the allocation amount.

8.4 LOSS calculation procedure

1) In the event that settlement of a CLAIM is possible but the POLICYHOLDER and/or INSURED elects to continue
defence of such CLAIM, then the INSURER shall only pay, in respect of such CLAIM, the amount at which earlier
settlement could have been made plus 50% of additional amounts incurred in respect of such CLAIM.
2) In all other cases the INSURER will calculate LOSS in accordance with the law applicable to this POLICY.

8.5 Claims payment procedure and terms

In the event of a CLAIM, the INSURED shall provide all information that has been reasonably requested by the INSURER
in order to allow the INSURER to evaluate the validity of the CLAIM and to assess the strategy required to handle such
CLAIM if covered.
From the point at which the INSURER has received all the relevant information and has been able to confirm the validity
of the CLAIM, the INSURER has a maximum of 30 days to make payment of any amounts due to the INSURED in respect
of such CLAIM.
The INSURER shall pay LOSS or any other due amounts on behalf of the INSURED to the relevant third party, however in
the event that the INSURED has made a payment then the INSURER shall indemnify such amount to the INSURED.

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8.6 Subrogation
In the event of a CLAIM, the INSURER has available any rights of subrogation, then the IINSURED shall allow the
INSURER to enforce such rights and to bring recovery actions in their name. The INSURED shall assist the INSURER with
all reasonable requests associated to such recovery and any costs incurred in providing such assistance shall be met by
the INSURER. In the event that the INSURER recovers any amount, then such amount shall first be used to cover any
payments made by the INSURER under this policy and the costs of such recovery and any additional amount shall be
paid to the INSURED. In no event shall the INSURER assert any rights of subrogation against an INSURED unless and to
the extent that such INSURED has been found guilty of a criminal act by a final and non-appealable adjudication of a
competent court.

Part 9 GENERAL PROVISIONS

9.1 Territorial Limits

This POLICY shall not be limited territorially and shall apply worldwide.

9.2 Limit
The LIMIT OF LIABILITY is the maximum aggregate amount of liability of the INSURER under this POLICY unless
specifically agreed otherwise herein. The LIMIT OF LIABILITY shall apply in the aggregate for the POLICY PERIOD. The
LIMIT OF LIABILITY shall be inclusive of all LOSS and any other amount payable by the INSURER under the terms of this
POLICY but shall not include the internal costs of the INSURER in administrating this POLCIY or any CLAIM or other
covered event. The DEDUCTIBLE shall not form part of the LIMIT OF LIABILITY.
The ENTITY EMPLOYMENT PRACTICE CLAIM SUB-LIMIT shall be the maximum amount payable under this POLICY in
respect of any and all ENTITY EMPLOYMENT PRACTICE CLAIMS in the aggregate for the POLICY PERIOD and this sub-
limit shall be part of and not in addition to the LIMIT OF LIABILITY.

9.3 DEDUCTIBLE
The cover available under this POLICY shall apply only in excess of any applicable DEDUCTIBLE. The DEDUCTIBLE shall
apply to each CLAIM separately, however, in the event that multiple, continuous and/or repeated CLAIMS derive from the
same proximate cause, then only one DEDUCTIBLE shall apply and such DEDUCTIBLE shall be the largest of the
applicable DEDUCTIBLE amounts.

9.4 Premium calculation

The Premium is calculated according to the following criteria:
1) The exposure related to the Industry Sector of the INSURED
2) The LIMIT OF LIABILITY
3) The DEDUCTIBLE
4) The overall and specific income values of the INSUREDS
5) The operational exposure of the INSUREDS
6) The insurance history of the INSURED
7) Territorial exposure
8) Number of EMPLOYEES
9) Any other relevant information specifically requested by the INSURER or otherwise available to the INSURER.

9.5 Premium payment and non-payment consequences

Notice is hereby given by the INSURER that this POLICY shall be suspended if the premium has not been received by the
INSURER within 45 days of the Inception of the POLICY PERIOD (or in respect of any instalment premium of the due date
for such instalment). The suspension of this POLICY shall begin on the 46th day following inception of the POLICY PERIOD
(or of the due date in respect of instalment premiums) and the INSURER shall not be liable for any CLAIM made against
the INSURED during the Suspension period nor for amounts payable under this POLICY which are incurred during the
Suspension period. The period of Suspension shall last for a period of 30 days. Notice is further hereby given that if
premium is received within the period of Suspension, then the POLICY shall continue in force as if such Suspension
period never applied. If the premium is not received within such Suspension period then the INSURER hereby gives
notice that the POLICY shall be cancelled ab initio. This cancellation ab initio may be revoked by the INSURER at their
discretion at any time.

9.6 Double insurance, Insufficient insurance

This POLICY is intended to provide primary insurance coverage. Therefore if there are any other insurances affording
similar cover, this POLICY shall apply first unless:
1) such other insurance is stated specifically to apply before coverage under this POLICY applies; and/or
2) this POLICY is specifically stated to be excess of such other insurance.

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In the event that the quantum of the liability of the INSURED for matters covered by this POLICY and/or any other
amounts payable under this POLICY are greater than the LIMIT OF LIABILITY, then there shall be no impact on the LIMIT
OF LIABILITY or any other amount payable under this POLICY

9.7 Cancellation provisions

This POLICY may be cancelled by the POLICYHOLDER for any reason. In such event the INSURER shall return the pro-
rata temporis portion of premium for the remaining POLICY PERIOD but shall retain an Administration Fee of EUR 200. In
the event that the return premium due to the POLICYHOLDER is less than EUR 200, then then no return of premium shall
be due.
The INSURER may only cancel this POLICY in accordance with the conditions applicable to non-payment of premium.

9.8 Other Obligations and rights of the POLICYHOLDER

The POLICYHOLDER has the obligation to comply with the terms and conditions of this POLICY including the payment of
premium and administration of the POLICY on behalf of the INSUREDS.
The POLICYHOLDER has the right to cancel this POLICY in accordance with the Cancellation Provisions that apply to this
POLICY.

9.9 Other Obligations and rights of the INSURER

The INSURER has the obligation to provide payments under this POLICY when due.
The INSURER retains the right to cancel this POLICY in accordance with the Cancellation Provisions that apply to this
POLICY

9.10 Law and Jurisdiction

This POLICY shall be construed and governed by the laws of the country specified in Item 9(a) of the SCHEDULE and any
matters regarding the construction or governance of this POLICY shall fall within the jurisdiction of court(s) specified in
Item 9(b) of the SCHEDULE.

9.11 POLICY termination / renewal

This POLICY shall terminate at the POLICY PERIOD and shall not tacitly renew.
In the event that the POLICYHOLDER is acquired by a third party or merges with another party so that it is not the
surviving entity, then this POLICY shall not terminate, however in such event the cover available under this POLICY is
restricted to PROFESSIONAL BUSINESS committed or not committed prior to the date of such acquisition or merger.

9.12 Communication provisions

In respect of the notification of any CLAIM or CIRCUMSTANCE or other matter where cover under this POLICY is
required, please refer to the Claim Notification section of this POLICY.
With respect to any complaint, request for information, other communication, the POLICYHOLDER should (via their
intermediary if applicable) communicate with the INSURER using the contact details specified in Item 7 of the SCHEDULE
or as detailed below:

Company Name: PROKOPIUS UAB Company Code: 304181227

Address: S. Moniuškos 27, LT08115, Vilnius, LT Email: info@prokopius.com
Telephone: + 370 686 04334 CEO: Domas Bacius

9.13 Complaints procedure

In the event that you are not satisfied with any aspect of this POLICY and wish to make a complaint, you must first contact
the CEO of the INSURER using the contact details specified in Item 7 of the SCHEDULE or as per the Communication
Provisions section of this POLICY.
The INSURER shall look to resolve any matter as soon as possible and in any event within 15 days. The INSURER shall
provide such complaints handling on behalf of the relevant Lloyd’s Managing Agent as specified in Item 7 of the
SCHEDULE.
If you are not satisfied with the response from the INSURER or if you have not received a response within the required
time frame then you may contact, if you wish, contact the Lloyd’s General Representative for your country who shall
investigate and assess your complaint and shall aim to provide you with a response within 30 days. If you wish to contact
the Lloyd’s Representative for your then the contact details may be found at: https://www.lloyds.com/the-
market/directories/corporation-of-lloyds/departments/country-representative?page=3
Should you remain dissatisfied with the responses from any or all of the above parties (or if you have not received
responses within the specified timeframes) then you may refer your complaint to the relevant regulator for your country.
Please contact the INSURER for details of the relevant regulator in your country.
Nothing in this Complaints Procedure shall in any way affect your rights in law with respect to this POLICY.

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9.14 Assignment of INSURER’s rights and obligations under the insurance contract
The INSURER may transfer their rights and obligations under this POLCIY to another insurer in accordance with the
procedure prescribed by law. The POLICYHOLDER shall have a right to submit, in accordance such law, a written
objection to such transfer. Such an objection by the POLICYHOLDER shall not be binding on the INSURER. If
POLICYHOLDER objects to such transfer then they shall have the right to cancel the POLICY in accordance the
cancellation provisions of this POLICY.

9.15 Sanctions clause

The INSURER shall not provide cover nor pay any CLAIM or provide any benefit hereunder to the extent that the provision
of such cover, payment of such CLAIM or provision of such benefit would expose the INSURER to any sanction,
prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the
European Union, United Kingdom or United States of America.

9.16 Authorization clause

The POLICYHOLDER is authorized to administrate all matters under this POLICY on behalf of all INSUREDS.
However, in the event that the law applicable to this POLICY or to any matter covered by this POLICY requires that an
INSURED communicate directly with the INSURER then the INSURED shall be free to make such communication.
In addition, every INSURED PERSON shall be free to make a notification of a CLAIM or CIRCUMSTANCE for which they
request cover directly with the INSURER.
The INSURER shall communicate with the POLICYHOLDER on behalf of all INSUREDS and communication to the
POLICYHOLDER shall be deemed communication to all INSUREDS.

9.17 Non-disclosure clause

The information received and held by the INSURER with respect to this POLICY shall be treated as confidential and the
INSURER shall hold such information in accordance with the relevant data protection laws of the country of domicile of
the INSURER. There may be instances where a legally empowered authority may require the INSURER to provide them
with information concerning this POLICY and where the law allows, the INSURER shall inform the POLICYHOLDER of
such requirement.

9.18 Several liability clause

The obligations of the INSURERS (where there is more than one and/or where any one or more insurer is a Syndicate at
Lloyd’s of London) subscribing to the contract are several and not joint and are limited solely to the extent of their
individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer
who for any reason does not satisfy all or part of its obligations.

Prokopius D&O Wording Page 9 of 9