Osborne/Burda Investment Vehicle In order to take best advantage of the investing opportunities in the internet/social media sector, we have decided to establish a Guernsey based company. The rationale behind selecting a corporate, rather than partnership, structure is set out below. 1. Investment proposal [Osbome/Burda] Investments Limited ("the Company) will invest (560 million) over approximately one year in a small number of emerging companies in the internet/social media sector. The investments will be minority stakes in private companies with the intention being for disposal to occur at or following public listing of the company's shares. Investors will receive returns from investments only when the Company realises capital gains upon disposal. With these private investments it is unlikely that there will be income distributions of a material amount. Returning the value of the initial investment will be the first priority, and investors will receive 100% of any distributions until this is achieved: we will take 30% of any further distributions. There will be no management fee, rather [the Company will have an annual budget contributed by the investors. At the end of every year. any surplus will be credited to the following year's budget and any deficit will be made up by the investors. OR our joint venture vehicle will fund the Company's running costs and investors will be invoiced for their share, pro rated to their investment, each year. Ian to confirm]. 2. Investment structure The particular characteristics of this investment proposal, combined with a desire for minimal regulation and tax efficiency, point towards a Guernsey company structure. From a regulatory standpoint, it is important that we establish our investment vehicle in a low intensity jurisdiction such as Guernsey (as opposed to UK, USA or Hong Kong). It is also important that, for the time being, we do not create a 'fund' or similar passive, pooled investment structure