INVITATION TO SUBMIT AN EXPRESSION OF INTEREST

FOR THE ACQUISITION OF 99.32% OF XYZ BANK

1 Introduction

1.1 The seller ("Seller") owns 99.32% of the total paid up share capital of XYZ Bank in AAA
("Bank"). Seller, as part of its divestment strategy, has decided the disposal of the shares held
by it in the Bank to an investor ("Transaction") through a tender process ("Tender Process").

1.2 The Bank entered the AAA market in 2000 as XY Bank (AAA) SA through the acquisition of
AB Bank's operations, and was rebranded as XYZ Bank (AAA) SA in 2008. The Bank provides
modern, tailor-made financial products to medium and large size corporate clients and to affluent
and high net-worth individuals through a network of 33 branches. Further information on the
Bank is available on the website of the Bank.

1.3 DEF and HIJ (together the "Advisers") are acting as advisers to the Seller in the
Transaction.

2 Process overview

2.1 By virtue of this invitation to submit an expression of interest ("Invitation") the Seller invites
potential investors (each an "Interested Party") to submit an expression of interest to
participate in the Tender Process ("Expression of Interest"). Interested Parties wishing to
participate in the Tender Process must comply with the terms and conditions set out in this
Invitation and fulfil the prequalification requirements set out below.

2.2 The Tender Process will be conducted in two (2) phases. In the first phase of the Tender
Process ("First Phase"), which is regulated by the terms and conditions of this Invitation,
Interested Parties are invited to express their interest to participate in the Tender Process by
submitting an Expression of Interest, accompanied by the documentation specified below in this
Invitation. The Seller will determine whether or not an Interested Party qualifies to participate in
the second phase of the Tender Process ("Second Phase") on the basis of the prequalification
requirements and the other terms and conditions set out in this Invitation. Interested Parties will
be notified in writing by the Seller of whether or not they are pre-qualified to participate in the
Second Phase.

2.3 Upon completion of the First Phase, Interested Parties which qualify to enter into the Second
Phase (each a "Prequalified Party") will be requested to sign a confidentiality agreement
("Confidentiality Agreement"). Upon execution of the Confidentiality Agreement, the Pre-
qualified Parties will:
(i) receive a process letter setting out the terms and conditions of the Second Phase, the
evaluation criteria of the binding offers as well as instructions for preparation and

 
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submission of a binding offer ("Request for Binding Offers");

(ii) be granted the right to carry out due diligence in relation to the Bank, including access
to a virtual data room containing information relating to the Bank and attending
meetings with the Bank's management; and
(iii) be invited to submit comments on the draft share purchase agreement and any other
legal documentation that may be provided to them in accordance with instructions in
the Request for Binding Offers.

2.4 All Interested Parties wishing to participate in the Tender Process should submit their
Expression of Interest not later than 17:00 AAA time [●], (the "Submission Deadline"). All
documents with respect to the Expression of Interest (that is, the letter of the Expression of
Interest together with the documentation specified in paragraph 4 of this Invitation) must be
submitted via email on or before the Submission Deadline to: [●].

2.5 Interested Parties may submit requests for clarification in relation to the Expression of
Interest. Such requests should be addressed to the above person by e-mail at the above contact
details.

3 Prequalification requirements

3.1 Interested Parties must comply with all requirements and qualifications set out by AAA Laws,
rules and regulations, including the ones set by the competent regulatory authorities regarding
participations in the share capital of credit institutions.

3.2 Any Interested Party which has committed in any jurisdiction criminal offences which are
related to their professional or business conduct are not permitted to take part in the Tender
Process and consequently shall be disqualified. Any Interested Party shall also be disqualified if
it: (a) is bankrupt, in liquidation, in compulsory receivership or in any other insolvency process
specified in the law of the country where the Interested Party or relevant consortium member is
incorporated; (b) if proceedings have been instigated against it for bankruptcy, liquidation,
compulsory receivership, bankruptcy settlement or any other insolvency process specified in
national, legal and regulatory provisions; (c) if it has not fulfilled its obligations regarding
payment of taxes and duties as well as payment of social security contributions, in accordance
with the law of the country where the Interested Party is liable to pay tax or social security
contributions; and (d) if it has been found guilty of making false representations or to have
neglected to submit required information in accordance with the law of the country where the
Interested Party or relevant consortium member is incorporated.

3.3 The prequalification requirements set out in paragraph 3.2 shall also apply to: (a) the
authorised representatives of the Interested Party; (b) if the Interested Party is a member of a
consolidated group, the parent company of such consolidated group; and (c) if the Interested

 
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Party is a private equity firm or a fund, the investment manager/general partner of that equity
firm or fund and the authorized representatives of that investment manager or the general
partner of the private equity firm or the fund.

4 Documentation and information required

4.1 The Expression of Interest should include the following:

(a) A letter of Expression of Interest, signed by an authorised representative of the Interested

Party, including the following information and declarations, presented in the order set out below:
(i) the Interested Party’s full name, registered office address, phone and fax numbers,
email address and internet website address. In the case of a private equity firm or a
fund, the Expression of Interest should also include the full name, address, registered
office address, phone and fax numbers, email address and internet website address of
the investment manager/general partner;
(ii) details of the Interested Party's shareholding / ownership structure including ultimate
legal and beneficial owners holding 5% or more of its share capital. In the case of a
private equity firm or a fund, details of the ownership of the investment
manager/general partner, including any person holding 5% or more of the legal and
beneficial ownership of the share capital of the investment manager/general partner;
(iii) a short description of the Interested Party’s business activities;
(iv) declaration that the Interested Party as well as the persons of para. 3.3 meet the
prequalification requirements;
(v) declaration that the Interested Party submits the expression of interest on his own
behalf and not on behalf of a third party; and
(vi) declaration that the Interested Party unconditionally and unreservedly accepts the
terms of this Invitation.

(b) Copies of the financial statements of the Interested Party of the last three (3) financial years,
audited by a certified auditing firm. If the Interested Party is a parent company, consolidated
financial statements of the last three (3) financial years, audited by a certified auditing firm,
should also be submitted. In the case of a private equity firm or a fund, copies of the financial
statements of the last three (3) financial years, audited by a certified auditing firm, of its
investment manager / general manager should also be submitted.

4.2 The Seller reserves the right to request clarifications, verification or written proof of fulfilment
of the prequalification requirements and, in general, compliance with the terms and conditions
described in this Invitation at any time during the Tender Process.

4.3 All documents and information set out in paragraph 4.1 should be submitted in English.

 
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5 Legal Notice

5.1 The Seller reserves, at its exclusive discretion, the right to repeat, postpone, cancel,
suspend, amend or terminate the Tender Process, including any elements of the procedure set
out in this Invitation, at any time, without any liability to the Interested Parties. The issuance of
this Invitation in no way commits the Seller to proceed with the Transaction pursuant to the
Tender Process or at all. The Seller reserves the right to reject any or all of the Expressions of
Interest and to terminate discussions with any or all Interested Parties at any time.

5.2 Interested Parties that do not comply with any of the terms and conditions set out in this
Invitation and/or do not fulfil the prequalification requirements, will be disqualified from the
Tender Process. The Seller also reserves the right to disqualify any Interested Party from
participating in the Tender Process at any time and for any reason.

5.3 The information contained in this Invitation is not comprehensive. No representation,

warranty or undertaking, express or implied, is or will be made in relation to the accuracy,
adequacy or completeness of this Invitation. Each person to whom the Invitation is made
available must make its own independent assessment of this Invitation after making investigation
and seeking professional advice, as they deem necessary. No responsibility or liability is or will
be accepted by the Seller or the Advisers with respect to this Invitation.

5.4 By agreeing to participate in the Tender Process, Interested Parties shall be deemed to have
unconditionally accepted the terms and conditions of this Invitation. Interested Parties shall not
have any right or claim for compensation for any costs, expenses or other losses or liability
arising from this Invitation or from their participation in the Tender Process, against the Seller or
the Advisers for any reason or cause.

5.5 The Advisers are acting exclusively as advisers to the Seller for the purposes of the
Transaction and will not be responsible to anyone other than the Seller for work carried out by
them in connection with this Invitation, the Tender Process or the Transaction.

5.6 Interested Parties give the Seller the right to disclose the responses to this Invitation for any
purposes in relation to the fulfilment of its statutory duties. If required by law, regulation or order
of a court or regulatory body or governmental authority, the Seller may also disclose certain
information and/or documents relating to Expressions of Interest.

5.7 The AAA Courts will have exclusive jurisdiction in relation to any disputes arising from this
Invitation and AAA law shall be applicable.