Third party release agreement

Before download please read the acknowledgement of Third Party Release Agreement

 

You have requested to obtain a copy of Glebi Holdings Plc’s (the “Company”) agreed-upon procedure report (the “AUP Report”). The accompanying AUP Report was prepared by Ernst & Young Cyprus Limited (“EY”) and is dated 26 June 2024.

The AUP Report was prepared and is intended solely for the information and use by the holders and prospective holders of the bonds issued by the Company’s subsidiary, Dr. Max Funding CR, s.r.o (the “Intended Users”), and was not intended for use by any other persons. EY was engaged by Glebi Holdings Plc to perform an agreed-upon procedures engagement for its intended purpose as to whether the value of the Net Indebtedness Ratio exceeds or does not exceed the Permitted Value in accordance with the requirements of the Prospectus of bonds issued by the Company’s subsidiary, Dr. Max Funding CR, s.r.o.(the "Services"). Glebi Holdings Plc has informed EY that it wishes to disclose a copy of the AUP Report to you, the recipient wishing to obtain access hereunder (referred to herein as, the "Recipient").

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The Recipient acknowledges and agrees that:

  1. This AUP Report is not intended to be used by any other person or entity who are not identified as Intended Users above. As a non-identified user who is receiving the AUP Report, you are prohibited from relying on the AUP Report for your own intended purposes.

  2. The Services were undertaken, and the AUP Report was prepared, solely for the information and use of Glebi Holdings Plc and its Intended Users and was not intended for use by any other persons.

  3. EY makes no representation or warranty to the Recipient as to the appropriateness of the procedures. Had EY been engaged to perform additional services or procedures, other matters might have come to EY’s attention that would have been addressed in the AUP Report.

  4. Glebi Holdings Plc have agreed and acknowledge that the procedures performed are appropriate for the intended purpose as to whether the value of the Net Indebtedness Ratio exceeds or does not exceed the Permitted Value in accordance with the requirements of the Prospectus of bonds issued by the Company’s subsidiary, Dr. Max Funding CR, s.r.o.. Intended Users are responsible for determining whether the procedures performed are appropriate for their purposes. The procedures performed may not address all of the items of interest to an AUP Report user. We understand that EY has made no representation or warranty as to the appropriateness of the procedures or otherwise with respect to the Services or the AUP Report.

  5. We understand that no procedures have been performed subsequent to the date of the AUP Report.

  6. Glebi Holdings Plc is responsible for the Net Indebtedness Ratio calculation. In addition Glebi Holdings Plc is responsible for the source documents that are described in the specified procedures and related findings. EY was not engaged to perform and has not performed any procedures other than those described in the AUP Report, including procedures to test the accuracy or completeness of information provided to us.

  7. The Services did not constitute:

    1. an audit, review or examination of financial statements in accordance with the respective international standards issued by IAASB (International Auditing and Assurance Standards Board).

    2. an examination of prospective financial statements in accordance with the respective international standard issued by IAASB and applicable professional standards; or

    3. a review to detect fraud or illegal acts.

  8. The Services did not include any procedures to test compliance with the laws or regulations of any jurisdiction.

  9. The Recipient does not acquire any rights against EY or any EY Parties (as defined below) and EY assumes no duty or liability to the Recipient in relation to the Services or contents of the AUP Report.

  10. The Recipient will not contend that any provisions of the Republic of Cyprus’ securities laws could invalidate or avoid any provision of this agreement.

  11. Except where compelled by legal process (of which the Recipient shall promptly inform EY and tender to EY, if EY so elects, the defense thereof), distribution or disclosure of any portion of the AUP Report or any information or advice contained therein is prohibited, and the Recipient will not disclose, orally or in writing, the AUP Report or any portion thereof, or make any reference to EY in connection therewith, in any public document or to any third party.

  12. The Recipient (for itself and its successors and assigns) hereby releases each of the EY Parties from any and all claims or causes of action that the Recipient has, or hereafter may or shall have, against them in connection with the AUP Report and the Recipient’s access to the AUP Report.

  13. To the fullest extent permitted by applicable law, the Recipient shall indemnify, defend and hold harmless the EY Parties from and against all claims, by third parties and resulting liabilities, losses, damages, costs and expenses suffered or incurred by any of the EY Parties arising out of or in connection with any breach of this agreement by the Recipient or its representatives, and/or a third party’s use, disclosure of or reliance on the AUP Report or any portion thereof disclosed to it from or through a Recipient or at a Recipient’s request.

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of the Republic of Cyprus. The proper venue for all disputes arising hereunder or in connection with this agreement shall be the courts of the Republic of Cyprus.

For the purposes of this agreement, “EY Parties” shall mean EY, any other member firm of the global EY network, or any of their respective affiliates, partners, agents, representatives or employees.

 

As evidence of your agreement with the above terms and conditions please click “I have read the acknowledgement of Third Party Release Agreement”.