Getin Noble Bank (GNB)

1.50PLN
+ 0.67% 17:01

Current report 72/2011

14.12.2011
Conclusion of a significant agreement
Current report 72/2011, 14 December 2011 Acting according to Article 56(1)(2) of the Polish Act of 29 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2009 No. 185 item 1439 later amended) and § 5(1)(3) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259 later amended), the Management Board of Getin Noble Bank S.A. (the “Issuer”) hereby informs that today, i.e. on 14 December 2011 the Issuer, Towarzystwo Ubezpieczeń Europa S.A. with its registered office in Wroclaw („TU Europa S.A.”), Towarzystwo Ubezpieczeń na Życie Europa S.A. with its registered office in Wroclaw ("TU Europa Życie") and Open Life Towarzystwo Ubezpieczeń na Życie S.A. with its registered office in Warsaw ("Open Life") (jointly referred to as "Insurance Companies") concluded Strategic Partnership Agreement (the "Agreement"). The Agreement shall enter into force under a condition precedent that an entity other than Mr. Leszek Czarnecki (indirectly or directly) will become a dominant entity of TU Europa S.A. and shall expire after 120 consecutive full calendar months. In accordance with the terms of the Agreement the Issuer committed to ensure that for the first 60 consecutive months of the term of the Agreement the value of annual gross premiums calculated in accordance with International Financial Reporting Standards written by the Issuer under distribution of insurance products within its cooperation with the Insurance Companies, calculated separately for insurance from branch II of the Act on Insurance Activity ("Other personal insurance and property insurance") i.e. for TU Europa S.A. and separately for insurance products from branch I of the abovementioned act ("Life insurance") i.e. jointly for TU Europa Życie and Open Life, constitutes not less than a half of total value of gross premiums calculated in accordance with International Financial Reporting Standards, written by the Issuer in the preceding calendar year, provided that the product offer of the Insurance Companies meets market standards. On conditions set forth in the Agreement the Insurance Companies also committed to among others: (i) ensure mutual cooperation for the Issuer in a possibly broad scope of coverage in respect to innovative insurance products for a period of 6 months from their development, (ii) cooperation with the Issuer as regards banking operations of Insurance Companies, and (iii) keep the principles of mutual business relationship on the basis of binding agreements relating to insurance products for a period of the first 60 months of the term of the Agreement and not to amend the financial terms of the said agreements for a period of 24 months from the effective date of the Agreement. On the terms specified in the Agreement, in order for the Issuer to accept its obligations stipulated therein, the Insurance Companies shall pay the Issuer in advance a gross amount of PLN 6 million within 7 days from the effective date of the Memorandum of Understanding. TU Europa S.A. and TU Europa Życie shall pay 80% of the abovesaid amount. In accordance with the terms specified in the Agreement, the Issuer may have a duty to pay liquidated damages to the Insurance Companies whose maximum total amount shall not exceed PLN 6 million. The payment of liquidated damages shall not exclude the possibility of pursuing damages in excess of the amount of liquidated damages. The Agreement has been deemed a significant agreement as its value is in excess of 10% of the Issuer’s equity. At the same time acting according to Article 56(1)(2) of the Polish Act of 29 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2009 No. 185 item 1439 later amended) and § 5(1)(3) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259 later amended), the Issuer’s Management Board hereby informs that today, i.e. on 14 December 2011 the Issuer, Towarzystwo Ubezpieczeń Europa S.A. with its registered office in Wroclaw, Towarzystwo Ubezpieczeń na Życie Europa S.A. with its registered office in Wroclaw and Open Life Towarzystwo Ubezpieczeń na Życie S.A. with its registered office in Warsaw concluded Incentive Agreement. The terms of the agreement correspond to the terms specified in the Frame Incentive Agreement which were presented in the current report of Getin Holding S.A. No. 94/2011 dated 14 December 2011. The Incentive Agreement has been deemed a significant agreement as its value is in excess of 10% of the Issuer’s equity.