Appendix 2 Exhibit A Statement by the Tenderer’s Team Member

[1]First name and surname:
Address of residence:
- country:
- town:
- street:
- house / unit No:
- postcode:
Identity card number or passport number:
Contact details:
- phone:
- email address:
Re. / The Tenderer's Team Verification Form

TEAM MEMBER’S STATEMENT

I, the undersigned, hereby represent that:

1.1.I have been indicated by ______[2] (“Applicant”) as member of Key Personnel/ Senior Management / member of the Investment Committee/ other Team member[3] responsible / to be responsible[4] for management of the Financial Intermediary’s investing activities following the receipt of financing from PFR Starter FIZ under the Call process conducted by PFR Starter FIZ, and agree to hold this position on the following terms, in accordance with the conditions set forth in the Applicant’s Tender and in the Call Rules.

1.2.I have read the Rules for the Submission and Selection of Tenders, Call for Tenders No 3 for Financial Intermediaries (“Rules”) and accept them without any reservations.

1.3.I am aware of the criteria for the selection of Tenders, in particular of the merit-based requirements with regard to experience of the Financial Intermediary’s team, as well as the activities, Investment Policy and operating concept of the Financial Intermediary, and its potential to effectively expand the Financial Intermediary’s investment portfolio.

1.4.I have experience / no experience [5]in investment entries and exits consistent with the investment profile presented by the Applicant as part of the Investment Policy attached to the Tender.

1.5.I am familiar with the assumptions of the Investment Policy and will comply therewith.

1.6.I have experience / no experience[6] in managing and developing (e.g. by acting as founder) Eligible Undertakings (entrepreneurial experience) consistent with the investment profile presented by the Applicant as part of the Investment Policy.

1.7.I have / do not have transaction experience[7] consistent with the investment profile presented by the Applicant in the Investment Policy.

1.8.I do not hold, nor will hold, without a prior consent of PFR Starter FIZ, during the Investment period, following the signature by the Tenderer of the Investment Agreement, any managerial, supervisory, advisory or other key functions in entities other than the Financial Intermediary, Managing Entity and/or the Eligible Undertaking in which the Financial Intermediary invests, the holding of which would lead to a conflict of interest in relation to the activity of the Financial Intermediary, which shall be in each case verified by PFR Starter FIZ, and I undertake not to hold such functions without a prior consent of PFR Starter FIZ throughout the period of Tenderer acting as Financial Intermediary.

1.9.If the Tenderer’s Tender is selected under the Call, I undertake to spend at least [__][8] hours per week working for the Financial Intermediary.

1.10.To the best of my knowledge, I do not act in any other role in Tenders other than the Tenderer’s Tender.

1.11.I have/have not participated[9] (as member of a management board/member of key personnel) in fundraising from public sources/have/have not[10] been responsible for the utilisation of public funds raised[11]and represent[12] that to the best of my knowledge the public funding received has been accounted for correctly and used for the purpose for which it is intended/checks of the utilisation of the funding received have not shown any significant irregularities/nobody has issued a decision ordering the funding be returned in part or in whole/imposed a correction or issued other negative decisions concerning funding against the funding beneficiary[13].

1.12.I consent to the disclosure by PFR Ventures and/or PFR Starter FIZ, at any time, of information about me, received by PFR Ventures and/or PFR Starter FIZ in connection with the Tender, to entities belonging to the corporate group of which PFR Ventures and/or PFR Starter FIZ is a member, and to Bank Gospodarstwa Krajowego and the competent ministry in charge of management of the SG OP (managing institution) or any other state institutions, public administration bodies or central and local government agencies, in particular in connection with the raising, disbursing and accounting for funds from any public sources, received by/granted to me or entities related to me, as may be necessary for the assessment of the correct implementation of the financial instrument.

1.13.I consent to the acquisition by PFR Ventures and/or PFR Starter FIZ, at any time, of additional information about me, until the end of the Call procedure, in connection with this Tender, from entities belonging to the corporate group of which PFR Ventures and/or PFR Starter FIZ is a member, and to Bank Gospodarstwa Krajowego and the competent ministry in charge of management of the SG OP (managing institution) or any state institutions, public administration bodies or central and local government agencies, in particular in connection with the raising, disbursing and accounting for funds from any public sources, received by/granted to me or entities related to me, as may be necessary for the assessment of the accuracy of my statements.

1.14.I consent to the processing of my personal data contained in any documents submitted in connection with the Tenderer’s Tender (including the data contained in this statement) by PFR Ventures, PFR Starter FIZ and/or other authorised entities for purposes related to the analysis of the Tender, in compliance with the Act of 29 August 1997 on personal data protection (Journal of Laws No 133, item. 883).

1.14.1.I represent that I am aware that:

a)the administrator of the personal data stated in the Tender is PFR Ventures sp. z o.o. with its registered office in Warsaw, ul. Książęca 4 (Floor 5),

b)personal data are processed in accordance with the Act on personal data protection for the purposes of the submission and selection of tenders for Financial Intermediaries under PFR Starter FIZ,

c)the scope of the data processed includes the data stated in the Tender, i.e. first name, surname, address, telephone number, email address, website address, information on the business pursued, description of professional experience,

d)the expected recipients of personal data are PFR Starter FIZ and entities authorised to audit the activities of PFR Ventures sp. z o.o. with regard to the management of closed-end investment funds of non-public assets (in particular, the Polish Financial Supervision Authority and TFI PFR SA) and in connection with financing agreements under the Smart Growth Operational Programme 2014-2020 (in particular, the Ministry of Development and Bank Gospodarstwa Krajowego),

e)I have the right to access and correct my data as well as the right to object against the processing of personal data.

1.15.Any terms not defined herein shall have the meaning assigned to them in the Rules.

1.16.The information and statements contained in the Tender are true and accurate and present a full, fair and true view of the situation, and I am aware that any untrue statement made by me in connection with this Tender will mean the possibility of this fact being taken into account in the evaluation of this Tender by PFR Ventures.

______
Signature
______
Date, place

Appendix 2 Exhibit B Statement by Member of the Tenderer’s Team making a contribution to the Financial Intermediary as part of the Managing Entity’s contribution

[14]First name and surname:
Address of residence:
- country:
- town:
- street:
- house / unit No:
- postcode:
Identity card number or passport number:
Contact details:
- phone:
- email address:
Re. / The Tenderer's Team Verification Form

TEAM MEMBER’S STATEMENT

I, the undersigned, hereby represent that:

  1. Status and authority
  2. I have full capacity to perform acts in law and authority to make a private contribution in the required amount.
  3. [15]A) The fulfilment of the commitment to make a private contribution does not require me to obtain any consent, approval, notice or registration by any public administration, local government or any other authority and/or third party (including under any agreement or arrangement).

B) Except as specified below, my commitment to make a private contribution does not require me to obtain any consent, approval, notification or registration by any public administration, local government or any other body and/or any third party (including also under any contract or agreement).

1.3. [16]A) I am not married.

B) Consent of my spouse to the financing of the private contribution is not required.

C) I have obtained my spouse’s consent to the financing of the private contribution.

  1. Private contribution
  2. I represent that I declare to make a contribution to the Financial Intermediary as part of the Managing Entity’s declared contribution in the amount of PLN ______.[17] I represent that I have the necessary resources sufficient to finance the a/m contribution in connection with the Tender submitted by ______[18].
  3. The funds allocated by me as the private contribution declared for making in the Financial Intermediary as part of the Managing Entity’s contribution originate from my own funds and are not encumbered in any form and are free from any public support and/or state aid, and in particular they do not constitute public funding within the meaning of the Act of 27 August 2009 on public finance.
  4. The funds I have appropriated as private contribution declared to be made to the Financial Intermediary as part of the Managing Entity’s contribution do not breach, nor does the use thereof breach, any provisions of the Act of 16 November 2000 on the prevention of money laundering and terrorist financing (Journal of Laws of 2016, item 299, as amended), in particular making the private contribution in the required amount does not constitute money laundering or serve the financing of terrorism.
  1. Consent to due diligence in the event the Tender is selected through the Call
  2. I consent to the conduct, before signing the Investment Agreement, by PFR Ventures, PFR Starter FIZ or their professional advisers, of due diligence in order to verify my legal and financial capacity to make the private contribution in the declared amount. To this end, on demand of PFR Ventures, PFR Starter FIZ or their professional adviser, I agree to deliver to PFR Ventures, PFR Starter FIZ or their professional advisers, in particular, all documents confirming that I am in possession of the private contribution.
  3. Conflict of interest
  4. I declare that no conflict of interest arises for me due to any of the reasons specified in §12.1 of the Rules.
  5. I declare that I will immediately notify PFR Ventures of any circumstances constituting a conflict of interests leading to untruthfulness of the statement contained in point 4.1 above.
  6. Other statements
  7. I consent to the disclosure by PFR Ventures and/or PFR Starter FIZ, at any time, of information about me, received by PFR Ventures and/or PFR Starter FIZ in connection with the Tender, to entities belonging to the corporate group of which PFR Ventures and/or PFR Starter FIZ is a member, and to PFR TFI, the Beneficiary and the competent ministry in charge of management of POIR (managing institution).
  8. I consent to the processing of my personal data contained in any documents submitted in connection with the Tender (including the data contained in this statement) by PFR Ventures, PFR Starter FIZ and other authorised entities for purposes related to the analysis of the Tender, in compliance with the Act of 29 August 1997 on personal data protection (Journal of Laws No 133, item. 883).
  9. Any terms not defined herein shall have the meaning assigned to them in the Call Rules.

______
Signature
______
Date, place

1

W/11/2017

[1]To be completed with details of the Tenderer’s Team Member. The statement should be completed and signed separately by each member of the Tenderer's Team.

[2] Please enter the details of the Tenderer here, in connection with whose Tender the present statement is made.

[3]Delete as appropriate.

[4] Delete as appropriate. The option “to be responsible” applies to a situation where the Financial Intermediary does not yet exist.

[5]Delete as appropriate.

[6]Delete as appropriate.

[7]Delete as appropriate.

[8] Please enter the number of hours here (the declared number of hours must be consistent with the data stated in Appendix 1 - Tender Form.

[9]Delete as appropriate.

[10]Delete as appropriate.

[11]According to the statement contained in the relevant box in Section A of Appendix 2 concerning the fundraising track record.

[12] Delete where the Member of Key Personnel has not participated in fundraising or utilisation of public funding.

[13] Where any checks were performed or decisions were issued concerning the return/correction of funding, the Key Personnel member/Investment Committee member who has been indicated as Team member but has not been indicated as member of Key Personnel should specify such decisions/check results and their main findings.

[14]To be completed with details of the Tenderer’s Team Member. The statement should be completed and signed separately by each member of the Tenderer's Team.

[15]Delete as appropriate.

[16]Delete as appropriate.

[17] Please enter the declared contribution amount here.

[18] Please enter here details of the Tenderer, in connection with whose Tender this statement is made.