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Signing of the agreement between the Ministry of the Treasury and Unicredit

Today the agreement between the state treasury and the Unicredit has been signed. The agreement is aimed at ensuring that BPH remains an independent bank on the Polish market. Unicredit will divest 200 outlets and banking services associated with them, operating under the BPH brand, for the benefit of an independent third party, by way of an international, competitive and transparent process. The operations not to be divested will be incorporated into Pekao.
The completion of the transaction in accordance with the agreement will remove any dispute or controversy between the state treasury and UniCredit or HVB with respect to the privatization agreements related to the Pekao and BPH banks resulting from UniCredit/HVB acquisition of control over BPH.

BPH shall consist of 200 outlets that shall continue to be able to supply the same range of products as are being provided today. The outlets shall be equipped with the support services and infrastructure necessary for carrying out their business (i.e., IT, back office, and other related services) in order to facilitate the continuation of a viable banking business including the rights to the BPH trademarks and the corporate name of BPH .
These 200 outlets shall be selected from the existing outlets of Pekao and BPH banks. The principal parameter that will be taken into account by UniCredit in the 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 transaction to be carried out and completed at the latest within thirty (30) months.
UniCredit undertakes that it will not implement any staff reductions in the Pekao and BPH banks by lay-offs during the period from the date of the agreement through March 31, 2008; provided that the following shall not be treated as a lay-off: (i) implementation by BPH of the agreement dated 28 June 2004 between BPH and trade unions (ii) the transfer of employees between the banks or from the banks to the buyer in the implementation of the transaction, or (iii) the departure or dismissal of employees who:
(a) were employed on employment contracts for a fixed time period, trial contracts, or who were employed to perform a specific task and whose employment contracts expired or were terminated following the expiration of the term or following the completion of the task;
(b) retired;
(c) terminated their employment contracts by giving a notice of termination to the employing Bank;
(d) terminated their employment contracts pursuant to an agreement;
(e) were employed for an unspecified or specified period of time and whose termination 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; or
(h) died.

In order to ensure proper co-operation with the Ministry of the Treasury, the agreement envisages that the Ministry of the Treasury is entitled to appoint two members of the Supervisory Board of BPH.

The agreement is governed by and will be construed in accordance with the Polish law.
The parties undertake that they shall take actions in order to settle any disputes arising out of or relating to the agreement by good faith negotiations.
All disputes which may arise between the state treasury and UniCredit in connection with the agreement that cannot be resolved within a period of ninety (90) days by negotiation between the Parties will be resolved by the relevant Polish common courts.
The parties undertake to cooperate in the broadest scope possible, with due regard to commercial principles (and in relation to UniCredit with due regard to the business nature of its activities and in relation to the state treasury with due regard to its statutory competencies).



Enquiries:

Media Relations:
+39 02 88628236; e-mail: Uci.Ufficiostampa@unicredit.it
Investor Relations:
+39 02 88628715; e-mail: UCI-InvestorRelations@unicredit.it