Division 4.3.2.4 Principles which apply to the Non-Core Activities

Limitation on New Production

1. 4.3.2.4.1.1.

   Termination of any New Production with the exception of:

2. 4.3.2.4.1.2.

   Contractually committed but not yet paid-out amounts shall be limited to the strict minimum.

3. 4.3.2.4.1.3.

   No additional financing to existing customers which is not contractually committed except when it is strictly necessary to preserve the value of the loan collateral, or otherwise related to minimizing capital losses and/or enhancing the expected recovery value of a loan.

4. 4.3.2.4.1.4.

   Management of existing assets: The existing assets shall be managed in a way that maximizes Net Present Value of the assets. Specifically, if a client cannot respect the terms of his loan, the loan will only be restructured (deferral or partial waiver of repayments, conversion of (part of) the claim in capital, etc.) if such a restructuring would lead to enhancing the present value of the loan. This principle also applies to mortgage loans.

Active winding down of the Non-Core Assets

1. 4.3.2.4.2.1.

   The Non-Core Assets shall be managed with the objective of being divested, liquidated or wound down, in an orderly manner but minimizing the cost. Any remaining assets at the end of the Restructuring Period should be wound down in an orderly manner once the assets mature. No new Non-Core Activity shall be undertaken, unless explicitly mentioned in the Commitments. To that end, the following actions may be undertaken:

2. 4.3.2.4.2.2.

   As a general rule, Non-Core Assets shall be sold as quickly as possible. CGD commits to sell such assets whenever the sale does not lead to having to book a loss, except if the sale price is unreasonable in view of a non-controversial valuation.

Sale of non-strategic shareholdings:

1. 4.3.2.4.3.1.

   CGD commits to divest the following non-strategic equity holdings by […]:

   Valued at 31 December 2012
   BPN was nationalised in 2008 and sold in 2011. Some of its assets have been transferred to CGD.
   Company	Stake (%)f1	Sale Value (EUR m)f2	Date of Sale
   […]	[…]%	[200-250]	[…]
   […]	[…]%	[10-20]	[…]

2. 4.3.2.4.3.2.

   The total value of the non-strategic shareholdings amounted to EUR 841 million at the start of the deleveraging effort. As of 31 December 2012, non-strategic holdings amount to EUR [200-250] million.

3. 4.3.2.4.3.3.

   CGD will completely divest the equity holdings listed above by the […]. If CGD has not completely divested the holdings described by […], CGD shall on […] appoint a Divestiture Trustee and grant an exclusive mandate to sell the remaining non-strategic holdings […] until the […] at the latest.

4. 4.3.2.4.3.4.

   Until each of the above-referred non-strategic shareholdings is sold, CGD shall not increase its financial exposure (e.g. loans and guarantees) to such company in any case, except when it is (a) in the normal course of business under prevailing market conditions; or (b) strictly necessary to preserve the value of the relevant equity interest; or (c) otherwise related to minimizing capital losses and/or enhancing the expected recovery value of such exposures or interest. CGD will make its best efforts to decrease its financial exposure to such companies.