19th Apr 2006 17:15
Bank Pekao SA19 April 2006 UNOFFICIAL TRANSLATION (19th April 2006) Report 50/2006: Signing of the agreement between the Ministry of the Treasuryand UniCredit THE MANAGEMENT BOARD OF BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA, HEREBY INFORMSTHAT THE BANK RECIVED FROM STRATEGIC INVESTOR UNICREDITO ITALIANO S.P.A.,FOLLOWING INFORMATION: "Today the agreement between the state treasury and the Unicredit has beensigned. The agreement is aimed at ensuring that BPH remains an independent bankon the Polish market. Unicredit will divest 200 outlets and banking servicesassociated with them, operating under the BPH brand, for the benefit of anindependent third party, by way of an international, competitive and transparentprocess. The operations not to be divested will be incorporated into Pekao. The completion of the transaction in accordance with the agreement will removeany dispute or controversy between the state treasury and UniCredit or HVB withrespect to the privatization agreements related to the Pekao and BPH banksresulting from UniCredit/HVB acquisition of control over BPH. BPH shall consist of 200 outlets that shall continue to be able to supply thesame range of products as are being provided today. The outlets shall beequipped with the support services and infrastructure necessary for carrying outtheir business (i.e., IT, back office, and other related services) in order tofacilitate the continuation of a viable banking business including the rights tothe BPH trademarks and the corporate name of BPH. These 200 outlets shall be selected from the existing outlets of Pekao and BPHbanks. The principal parameter that will be taken into account by UniCredit inthe selection of the separated outlets will be the degree of overlap in terms of distribution reach. The parties agree that UniCredit shall make due efforts to cause the transactionto be carried out and completed at the latest within thirty (30) months. UniCredit undertakes that it will not implement any staff reductions in thePekao and BPH banks by lay-offs during the period from the date of the agreementthrough March 31, 2008; provided that the following shall not be treated as alay-off: (i) implementation by BPH of the agreement dated 28 June 2004 betweenBPH and trade unions (ii) the transfer of employees between the banks or fromthe banks to the buyer in the implementation of the transaction, or (iii) thedeparture or dismissal of employees who: a. were employed on employment contracts for a fixed time period, trialcontracts, or who were employed to perform a specific task and whose employmentcontracts expired or were terminated following the expiration of the term orfollowing the completion of the task;b. retired;c. terminated their employment contracts by giving a notice of termination tothe employing Bank;d. terminated their employment contracts pursuant to an agreement;e. were employed for an unspecified or specified period of time and whosetermination was effected pursuant to Articles 52 or 53 of the Labor Code;f. were hired by an affiliate of the employing bank or UniCredit, HVB or BACA;g. were hired by companies providing outsourcing services to the employing bank;orh. died. In order to ensure proper co-operation with the Ministry of the Treasury, theagreement envisages that the Ministry of the Treasury is entitled to appoint twomembers of the Supervisory Board of BPH. The agreement is governed by and will be construed in accordance with the Polishlaw. The parties undertake that they shall take actions in order to settle anydisputes arising out of or relating to the agreement by good faith negotiations.All disputes which may arise between the state treasury and UniCredit inconnection with the agreement that cannot be resolved within a period of ninety(90) days by negotiation between the Parties will be resolved by the relevantPolish common courts. The parties undertake to cooperate in the broadest scope possible, with dueregard to commercial principles (and in relation to UniCredit with due regard tothe business nature of its activities and in relation to the state treasury withdue regard to its statutory competencies)." This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BPKD.L