knb 050406 20 - Narodowy Bank Polski - … the Applicant shall resume the action aimed at reducing its involvement in the Merged Bank immediately after such obstacles have disappeared

Resolution No. 20/KNB/06 Page 1 of 53

COMMISSION FOR BANKING SUPERVISION

Address for service:

ul. Świętokrzyska l l/21, 00-919 Warszawa Seat of General Inspector of Banking Supervision:

ul. Syreny 23, 01-150 Warszawa phone: +48 22 634 22 60, fax: +48 22 634 21 01

NB-BLB-WOA-530-6/06/ Ref. No.: 951/06

Resolution No. 20/KNB/06

of April 5, 2006

on the granting of authorisation to exercise voting rights at a general meeting of a bank’s

shareholders

Pursuant to Article 25, para. 1 of the Banking Act of August 29, 1997 (Dziennik Ustaw — Journal

of Laws — No. 72/2002 item 665, No. 126/2002 item 1070, No. 141/2002 item 1178, No.

144/2002 item 1208, No. 153/2002 item 1271, No. 169/2002 items 1385 and 1387, No. 241/2002

item 2074, No. 50/2003 item 424, No. 60/2003 item 535, No. 65/2003 item 594, No. 228/2003 item

2260, No. 229/2003 item 2276, No. 64/2004 item 594, No. 68/2004 item 623, No. 91/2004 item

870, No. 96/2004 item 959, No. 121/2004 item 1264, No. 146/2004 item 1546, No. 173/2004 item

1808, No. 83/2005 item 719, No. 85/2005 item 727, No. 167/2005 item 1398 and No. 183/2005

item 1538), with the participation of the General Public Prosecutor who was a party to the

proceedings pursuant to Article 183, para. 1 of the Code of Administrative Procedure, having

considered the application of the UniCredito Italiano S.p.A company with registered office in

Genoa concerning the granting of authorisation to exercise over 66%, but not more than 75% of

voting rights at the General Meeting of Shareholders of Bank BPH with registered office in

Kraków and having been submitted during the proceedings as a result of which the present

authorisation has been issued the following obligations on part of the Applicant concerning the

operation of Bank BPH S.A.:

1) “The Applicant shall use its corporate powers to support the listing of BPH shares on the

Warsaw Stock Exchange until the merger of Pekao with BPH occurs.

The Applicant shall use its voting rights at the General Meeting of the Merged Bank in

order to support the listing of Merged Bank shares on the Warsaw Stock Exchange. Should


the Applicant, as a result of future circumstances, wish to delist Merged Bank shares from

the Warsaw Stock Exchange, the Applicant shall make the decision in this regard in

consultation with competent banking supervision authorities.

Should the Applicant exceed the threshold of 75% of the overall number of votes at the

General Meeting of the Merged Bank, the Applicant shall treat such a situation as a

temporary one. The Applicant shall undertake economically justified and lawful measures

in order to reduce its involvement in the Merged Bank to the level of 75% of the overall

number of votes and shall do this in a manner aiming at maintaining the liquidity of trading

in Merged Bank shares. The Applicant intends to undertake such measures within 24

months of the date of the act causing the number of shares held by the Applicant to which

voting rights at the General Meeting of the Merged Bank are attached to exceed 75% of the

overall number of votes. Where the Applicant considers such a reduction in its involvement

to expose it to significant financial losses or where such a transaction proves impossible to

conduct for other reasons, the Applicant shall hold urgent talks with competent banking

supervision authorities in order to arrange for an alternative solution and determine a

schedule for such transaction to be conducted. Moreover, the Applicant shall resume the

action aimed at reducing its involvement in the Merged Bank immediately after such

obstacles have disappeared.

Moreover, the Applicant shall cause its shares to be listed on the Warsaw Stock Exchange

not later than one year after the merger of Pekao and BPH.

2) The Applicant shall not change the current name of BPH prior to the merger of this bank

with Pekao. The Applicant shall use its voting rights at the General Meeting of the Merged

Bank in order to support the continued operation of the Merged Bank under the name

“Bank Pekao S.A.” or under a name combining the names “Bank Pekao S.A.” and “Bank

BPH S.A.” together with the information concerning the membership of the Merged Bank in

the UniCredito Group.

3) Prior to the merger, the Applicant does not intend to amend the articles of association of

BPH with regard to the principles of appointing the members of bank bodies stipulated

therein.

The Applicant shall use its voting rights at the General Meeting of the Merged Bank in

order to ensure that at least half of the members of the Management Board of the Merged

Bank (including the President of the Management Board) and half of the members of the


Supervisory Board of the Merged Bank (including the chairperson of the Supervisory

Board) are persons with sound knowledge of the Polish banking market, i.e. resident in

Poland, having command of the Polish language and with appropriate experience of the

Polish market than can be leveraged while managing and supervising the operations of the

Merged Bank in the Polish market. At the same time, the Applicant shall use its voting

rights at the General Meeting of the Merged Bank in order to ensure that appropriate

statements confirming the Applicant’s position concerning the compositions of the

Management Board and Supervisory Board of the Merged Bank are reflected in the

relevant provisions of the articles of association of the Merged Bank.

The aforementioned principles shall also apply to the compositions of management boards

and supervisory boards of subsidiary banks of the Merged Bank.

4) The Applicant shall not change the current BPH policy concerning employment levels prior

to the merger.

The Applicant shall undertake all steps and measures necessary in order to ensure the

development of operations of the Merged Bank by introducing new banking products and

services and thus increase the work efficiency of the current personnel so that the reduction

of employment related to the merger does not impact the soundness of the Merged Bank.

Therefore the Applicant does not intend to introduce any significant employment reductions

within two years of the merger. UniCredito plans concerning employment rationalisation

should be considered in the context of the obligations undertaken by UniCredito concerning

the observance of social responsibility principles and also taking into account the nature of

banking activity, which is largely dependent on personnel skills and motivating employees

to achieve the financial targets adopted. Human resource management policy standards

shall be introduced ensuring the following:

• social responsibility principles will be observed as a result of treating employees and

trade unions with due respect, maintaining transparency and ensuring fair treatment;

• employment levels will be duly adjusted to the enhancements introduced with regard to

processes and IT solutions;

• the bank’s growth will be sustained by developing and reinforcing the culture that gives

customers’ needs top priority among employees;

• the loss of key human resources and highly qualified personnel will be prevented.


As the largest shareholder of the Merged Bank, the Applicant shall introduce new products

and services, which in turn shall contribute to the creation of new types of jobs.

While introducing any changes in employment structure, the Applicant shall always take

into account the requirement of maintaining the soundness of the Merged Bank. To this end,

where applicable, the Applicant shall consult employment policy changes with the

employees’ competent representatives.

5) The Applicant shall make all efforts necessary to ensure that the liquidity of BPH, its capital

position and capital adequacy ratio remain at a satisfactory and stable level so that BPH

continues to be able to meet its liabilities. In particular, the Applicant shall undertake such

efforts in circumstances that might jeopardise the liquidity of BPH or that require the

strengthening of its capital position.

The Applicant shall make all efforts necessary to ensure that the liquidity of the Merged

Bank, its capital position and capital adequacy ratio remain at a satisfactory and stable

level so that the Merged Bank continues to be able to meet its liabilities. In particular, the

Applicant shall undertake such efforts in circumstances that might jeopardise the liquidity

of the Merged Bank or that require the strengthening of its capital position.

6) Prior to the merger, the Applicant intends to continue the policy regarding dividends

adopted at BPH, which is conducive to attracting the interest of local investors in capital

participation in BPH.

The Applicant intends to implement at the Merged Bank a policy regarding dividends that

will be conducive to attracting the interest of local investors in capital participation in the

Merged Bank.

7) By merging BPH and Pekao, the Applicant intends to create a leading universal bank in

Poland and a leading financial institution in Central and Eastern Europe that will be one of

the two key institutions owned by UniCredito in Central and Eastern Europe.

In particular, subject to obtaining regulatory approvals for the merger of the Pekao and

BPH banks and the approvals of competent authorities in respective countries, which

UniCredito will pursue insistently and firmly, UniCredito shall transfer as soon as possible

the shares of HVB Bank Ukraine to the Merged Bank so that Pekao plays a leading role in

the operations of the UniCredito Group in Ukraine. Although UniCredito does not currently

envisage any changes to the aforementioned plans, should UniCredito decide to change the


position of Bank Pekao (Ukraine) Ltd. and HVB Bank Ukraine in the future, the decision in

this regard shall be made in consultation with competent Polish banking supervision

authorities. Should UniCredito consider an investment in Ukraine that would result in a

change in the leading role of Pekao in the operations of the UniCredito Group in Ukraine,

such an investment shall only be made after prior consultations with competent Polish

banking supervision authorities, unless those authorities object for supervisory reasons.

With regard to the Baltic States, the Merged Bank shall play a significant role and actively

participate in UniCredito Group projects, including the financial ones and those aimed at

assisting in the management of banks in the aforementioned countries through, inter alia,

active participation of senior management of the Merged Bank in the activities of the

supervisory boards of those banks.

8) Prior to the Merger, the Applicant shall conduct activities in the field of commercial

banking in Poland exclusively through Pekao, BPH and their subsidiaries.

Should UniCredito decide to conduct commercial banking activities in Poland in a manner

other than through the Merged Bank — either through the establishment of a branch or via

another company — which UniCredito does not currently intend, the decision in this regard

shall be made subject to the requirement of obtaining the appropriate approval of

competent banking supervision authorities where such an approval is required by

applicable laws, and in other cases — subject to consultations with competent banking

supervision authorities.

9) The Applicant shall only support outsourcing with regard to the acquisition by BPH of

services provided by other businesses where this is justified by both quality and economic

considerations. The Applicant shall not implement a policy giving preference to foreign

businesses or members of the Applicant’s Group as providers of external services to BPH.

The Applicant shall strive to ensure that decisions concerning the selection of service

providers are made by the Management Board of BPH based on the assessment of service

quality (in particular taking into account the safety of BPH operations), competitiveness

and price.

The Applicant shall only support outsourcing with regard to the acquisition by the Merged

Bank of services provided by other businesses where this is justified by both quality and

economic considerations. The Applicant shall not implement any policy giving preference to

foreign businesses or members of the Applicant’s Group as providers of external services to


the Merged Bank. The Applicant shall strive to ensure that decisions concerning the

selection of service providers are made by the Management Board of the Merged Bank in

consultation with the Supervisory Board based on the assessment of service quality (in

particular taking into account the safety of Merged Bank operations), competitiveness and

price. The Applicant shall consider and take into account the possibilities of outsourcing

certain operations conducted by the Applicant’s Group to Poland via the Merged Bank.

10) After assuming control over BPH, the Applicant shall as soon as possible present, and if

necessary also revise, the schedule for the implementation of the provisions of the New

Capital Accord at the Merged Bank and plans regarding the work of the Merged Bank on

the New Capital Accord as well as plans concerning the manner in which the owner will

exercise supervision over the Merged Bank with regard to the timely implementation of the

New Capital Accord. The Applicant shall make all efforts necessary to ensure that the

Merged Bank adopts the same methodology, including the methods for calculating capital

requirements, as adopted by the Applicant’s Group as soon as possible. Should the Merged

Bank be unable to meet the formal requirements for the application of advanced methods

whose introduction is intended by the Applicant’s Group by the start of 2008, the Applicant

shall immediately submit its detailed schedule for the introduction of those methods at the

Merged Bank to competent banking supervision authorities. The Applicant shall assist the

banks in their preparations for the implementation of the New Capital Accord, also by

providing the expert assistance required, as well as conduct ongoing monitoring of the

progress of the work undertaken at BPH and Pekao, and after the merger, at the Merged

Bank.

11) UniCredito shall effect the transfer of all BPH shares held by BACA to UniCredito so that

UniCredito holds directly all the shares in the Merged Bank owned by the UniCredito

Group. Currently, UniCredito does not plan to change the position of the Merged Bank.

However, should unquestioned economic reasons (e.g. tax ones) emerge, UniCredito may

reassess and change the aforementioned position of Pekao within the UniCredito Group,

e.g. by placing a holding company controlled by UniCredito between UniCredito and the

Merged Bank; such a change shall not lead to the Merged Bank being positioned under

BACA, HVB or any other bank belonging to the UniCredito Group, and also shall not lead

to a reduction in the degree of control exercised by UniCredito over the Merged Bank or to

a change in the relative position of the Merged Bank versus other banks within the


UniCredito Group. Should UniCredito decide to change the position of BPH or the Merged

Bank within the UniCredito Group in the future, the decision in this regard shall be made in

consultation with competent banking supervision authorities.

12) The Applicant shall use the corporate powers available to it in order to ensure that BPH

continues to fully comply with the WSE Code of Good Practice.

Prior to the Merger, the Applicant shall not amend the articles of association of BPH with

regard to the principles of operation of BPH bodies stipulated therein; in particular, the

principle according to which at least 30% of members of the BPH Supervisory Board must

meet the independence criteria stipulated in the articles of association shall be retained.

The Applicant shall use the corporate powers available to it in order to ensure that the

Merged Bank fully complies with the WSE Code of Good Practice. With regard to the

Merged Bank, the Applicant intends to introduce a policy ensuring that independent

members comprise at least half of the membership of the Supervisory Board of the Merged

Bank. Each such Supervisory Board member should meet the following criteria:

• they are not and have not been employees of the Merged Bank or BPH as well as their

subsidiaries or parent companies for the last three years;

• they do not hold and have not held positions of Management Board members or other

managerial positions (regardless of the legal status of their employment) at the Merged

Bank or BPH as well as their subsidiaries or parent companies for the last three years;

• they are not shareholders who have more than 5% of voting rights at the Merged Bank

or persons employed by shareholders having more than 5% of voting rights at the

Merged Bank;

• they do not receive any additional remuneration (other than that arising from their

Supervisory Board membership) or any other benefits, whether pecuniary or in kind,

from the Merged Bank, its parent companies or subsidiaries, except from the benefits

receivable by a Supervisory Board member as a consumer who has concluded an

agreement on standard terms with the Merged Bank, its parent company or subsidiary;

• they are not and have not been certified auditors of the Merged Bank or BPH as well as

their parent companies or subsidiaries, or employees of an undertaking providing the

services of a certified auditor to the Merged Bank or BPH as well as their parent

companies or subsidiaries for the last three years;


• they are not and have not been spouses, common-law spouses, relatives or relations by

affinity of Merged Bank or BPH Management Board members or employees in other

managerial positions at the Merged Bank or BPH for the last three years;

• they are not management board members at another company where a member of the

Management Board of the Merged Bank is a supervisory board member.

The Applicant shall use its corporate powers to ensure that the aforementioned policy

principles are reflected in the articles of association of the Merged Bank.

The Applicant shall use its corporate powers to ensure that the Merged Bank applies

Principle 42 of the WSE Code of Good Practice by changing the firm conducting the audit

at least every five years.

13) The Applicant undertakes to ensure the access of Polish supervisory authorities to all units

superordinate to BPH in order to enable Polish supervisory authorities to verify the issues

important for the sound and prudent management of BPH to the extent local authorities and

applicable laws make it possible.

Should the performance of supervisory activities involving audits concerning the capital

involvement of the Applicant in BPH and the Applicant’s activities in the Polish market by

foreign banking supervision authorities together with the Commission for Banking

Supervision, within the scope allowed by local authorities and applicable laws, require

consent or no objection on the part of the Applicant, the Applicant shall consent to the

performance of such audit activities or shall not object to the performance of such audit

activities with the participation of the Commission for Banking Supervision, as applicable.

This shall in particular apply to audit activities concerning the proper use and protection of

the information obtained from BPH by the Applicant.

The Applicant undertakes to ensure the access of Polish supervisory authorities to all units

superordinate to the Merged Bank in order to enable Polish supervisory authorities to

verify the issues important for the sound and prudent management of the Merged Bank to

the extent local authorities and applicable laws make it possible.

Should the performance of supervisory activities involving audits concerning the capital

involvement of the Applicant in the Merged Bank and the Applicant’s activities in the Polish

market by foreign banking supervision authorities together with the Commission for

Banking Supervision, within the scope allowed by local authorities and applicable laws,

require consent or no objection on the part of the Applicant, the Applicant shall consent to

the performance of such audit activities or shall not object to the performance of such audit


activities with the participation of the Commission for Banking Supervision, as applicable.

This shall in particular apply to audit activities concerning the proper use and protection of

the information obtained from the Merged Bank by the Applicant.

14) UniCredito shall effect the transfer of all BPH shares held by BACA to UniCredito so that

UniCredito holds directly all the shares in the Merged Bank owned by the UniCredito

Group. Then BPH and Pekao shall be merged. Pekao shall be the bank that retains its legal

personality after the merger.

BPH and Pekao shall be merged pursuant to Article 492, para. 1 of the Code of

Commercial Companies, i.e. by transferring the entire assets of BPH to Pekao in exchange

for shares that Pekao shall issue to BPH shareholders.

The Applicant intends to conduct the merger by the end of 2006.

UniCredito confirms that its policy principles limiting foreign currency loans to individuals

shall be retained within the Pekao network and shall be introduced within the BPH network

as soon as possible, taking into account the need to avoid any disturbances in the operation

of the market. UniCredito shall notify competent banking supervision authorities of the

progress of the work on the implementation of the aforementioned policy principles on an

ongoing basis.

UniCredito intends to integrate the offices belonging to both banks’ networks so that the

Merged Bank offers the most convenient access to offices in the entire country, eliminating

areas where the networks overlap (while possibly establishing new offices in appropriate

locations). During the integration process, the Applicant will only eliminate offices where

there are obvious economic reasons for this and only where this will not limit convenient

public access to services.

UniCredito intends to adopt the existing IT platform of one of the banks as an IT system for

the Merged Bank. When making the decision concerning the selection of the IT platform,

UniCredito shall take into account the results of the IT systems audit conducted by an

independent firm.

The merger process shall be directed by the Management Boards of both banks. The banks

shall appoint, in consultation with their Supervisory Boards, the steering committee

overseeing this process from among the banks’ senior management. This committee shall be

chaired by the President of Pekao. During the implementation of this process, UniCredito

shall conduct an appropriate assessment and decide which BPH Management Board

members should be included in the Management Board of the Merged Bank, taking into


account the need to ensure the soundness of the Merged Bank during the transformation

process and after its completion.

15) UniCredito intends to retain BPH Bank Hipoteczny S.A. (a mortgage bank) within the

UniCredito Group. The Merged Bank shall make every effort, accounting for economic

factors and legal environment, to develop the activities of BPH Bank Hipoteczny S.A. as a

way of refinancing the mortgage loan portfolio of the Merged Bank, while taking into

account the scale of the involvement of the Merged Bank in residential property market

funding and taking advantage of Italian models of market funding”;

the Commission for Banking Supervision

grants authorisation to

the UniCredito Italiano S.p.A company with registered office in Genoa (entered in the Register

of Entrepreneurs in Genoa, tax identification number: 00348170101) to exercise, directly or

through its subsidiary — Bank Austria Creditanstalt AG with registered office in Vienna —

over 66%, but not more than 75% of voting rights at the General Meeting of Shareholders of

Bank BPH S.A. with registered office in Kraków.

REASONS FOR THE DECISION

Parties and participants to proceedings and contents of the request

1. The Commission for Banking Supervision (hereinafter referred to as CBS) received an

application pursuant to Article 25, para. 1 of the Banking Act of August 29, 1997 from the

UniCredito Italiano S.p.A. Company (hereinafter referred to as Applicant or UCI) with

registered office in Genoa, dated July 29, 2005, concerning the granting of authorisation to

exercise more than 75% of voting rights at the General Meeting of Shareholders of Bank BPH

S.A (hereinafter referred to as BPH). The articles of association of BPH do not provide for

voting preferences or limiting the voting rights attached to shares.

2. During the CBS meeting on March 8, 2006 the Applicant modified its request, applying for the

CBS to grant authorisation to exercise over 66%, but not more than 75% of the overall number

of voting rights at the GMS of BPH. UCI confirmed the modification of its request in a letter


dated March 9, 2006. As justification, the Applicant stated that the aforementioned application

of July 29, 2005 pertained to the right to exercise more than 75% of voting rights at the GMS of

BPH due to the obligation to issue a tender offer for all remaining BPH shares pursuant to the

Act on Public Trading in Securities in force at the time. Since no sellers responded to the tender

offer issued for 8,318,645 shares in Bank BPH corresponding to 28.97% of voting rights at the

GMS of BPH, the number of shares in BPH held directly or indirectly by UCI remained

unchanged after the tender offer had been concluded and amounted to 71.03% of the authorised

capital of BPH. The Applicant stated that it had no intention to acquire BPH shares in a manner

other than through the obligatory tender offer and that it had no intention to acquire BPH shares

in a number entitling it to exercise more than 75% of the overall number of voting rights at the

GMS of the bank.

3. On March 14, 2006, the General Public Prosecutor joined the proceedings pursuant to Article

183, para. 1 of the Code of Administrative Procedure, authorising (in a letter dated March 15,

2006) public prosecutors Maria Teresa Kalocińska and Waldemar Grudziecki (hereinafter

referred to as prosecutors) to participate in the proceedings. Pursuant to Article 188 of the Code

of Administrative Procedure, a public prosecutor who participates in proceedings in cases

stipulated in Article 183, para. 1 of the Code of Administrative Procedure, has the rights of a

party. The prosecutor actively participated in the proceedings, inter alia by submitting motions

in a letter dated March 30, 2006 (those are dealt with in items 62ff.) and presenting a position

consisting in refraining “from adopting a position concerning the application of UniCredito

Italiano S.p.A. for authorisation to exercise voting rights at the General Meeting of

Shareholders of BPH S.A.” (until the aforementioned motions are considered).

Legal status

4. The request of the Applicant was submitted pursuant to Article 25, para. 1 of the Banking Act,

which stipulates that any party intending to take up or acquire shares in a bank, directly or

indirectly, is required in each case to file an application with the CBS for authorisation to

exercise voting rights at a general meeting of shareholders (GMS), where the taking up or

acquisition of those shares would result in that party being entitled to over 10%, 20%, 25%,

33%, 50%, 66% or 75% of votes at the GMS. Pursuant to Article 27, para. 1 of the Banking

Act, the acquisition or holding of shares by a subsidiary undertaking is deemed to constitute the


acquisition or holding of shares by the parent undertaking. Pursuant to Article 4, para. 1,

subpara. 8 of the Banking Act, a parent undertaking is:

a) a parent undertaking within the meaning of Article 4, para. 1, subpara. 14 of the Act on

Public Offering and Conditions Governing the Introduction of Financial Instruments to

Organised Trading and Public Companies of July 29, 2005 (Dziennik Ustaw — Journal of

Laws — No. 184/2005 item 1539) or

b) an undertaking which in the view of the Commission for Banking Supervision may in some

other way exercise significant influence over another undertaking.

Pursuant to Article 4, para. 1, subpara. 14 of the Act on Public Offering and Conditions

Governing the Introduction of Financial Instruments to Organised Trading and Public

Companies a parent undertaking is one that:

a) exercises directly or indirectly through other undertakings a majority of votes in the

bodies of another undertaking, also through agreements with other parties, or

b) is entitled to appoint or recall a majority of members in the governing bodies of

another undertaking, or

c) more than half of the members of the management board of the second undertaking

are at the same time management board members, commercial proxies or persons

holding managerial positions at the first undertaking or another undertaking which is a

subsidiary or parent of the first undertaking.

For this reason, the authorisation of the CBS to exercise voting rights at a bank’s GMS is addressed

to the ultimate parent undertaking which acquires the bank’s shares directly or indirectly.

5. Pursuant to Article 25, para. 7 of the Banking Act the CBS may refuse to grant authorisation

where:

5.1.1. the influence of the party intending to take up or acquire the shares is liable to be

detrimental to the sound and prudent management of the bank;

5.1.2. or where the funds allocated for the acquisition of the shares constitute the proceeds

of a loan or borrowing, or the sources of such funds are undocumented;

5.1.3. or where the provisions of law in force in the place where that party has their

registered office or residence prevent the CBS from performing effective

supervision.


6. Pursuant to the provision quoted, the CBS may refuse to grant authorisation only where it is

found that at least one of the conditions listed is present. Where none of the conditions listed are

present, the CBS must grant authorisation to exercise voting rights at a bank’s GMS. The

optional nature of the refusal to grant authorisation by the CBS should also be noted. This

means that even where at least one of the conditions listed is present, the CBS may grant

authorisation to exercise voting rights.

7. Sound and prudent management of the bank means that actions undertaken within the

framework of management (i.e. decisions concerning issues that are important for the operation

of the bank as well as the choice of objectives, methods and means of achieving them) are

aimed at the development and strengthening of the bank’s position as well as reasonable,

undertaken with appropriate deliberation and without excessive risk, and the effects of such

actions correspond to their scale and do not have a detrimental impact on the perception of the

bank as a trustworthy institution which ensures the safety of the funds held in an appropriate

manner. Legislators have employed a so-called general clause (a broadly defined condition)

here, since they rightly considered the scope of possible states of affairs to be so broad and

diverse (the diversity and individual nature of share acquirers and banks whose shares are

acquired) that it is impossible to cover this scope with a closed list of cases where the impact of

the potential investor should be deemed detrimental to the bank and thus the assessment in this

regard should be left to the discretion of the body issuing the decision. This discretion of this

body is not, however, unlimited. Pursuant to the principle of legality — both constitutional

(Article 7 of the Constitution of the Republic of Poland) and ensconced in administrative law

(Article 6 of the Code of Administrative Procedure) — public authority bodies should exercise

their powers within the limits stipulated by legal provisions. For the CBS, such limits have been

stipulated by the provision of Article 133, para. 1 of the Banking Act, which states the

objectives of banking supervision. Pursuant to this provision, the objective of banking

supervision is to ensure the safety of funds held in bank accounts as well as to ensure the

compliance of banks’ operations with the provisions of the Banking Act, the Act on the NBP,

the articles of association and the decision on granting authorisation to establish the bank. This

means in particular that the CBS, while assessing within its administrative discretion the impact

of the investor on the sound and prudent management of the bank pursuant to the principle of

legality, should and may only be guided — with regard to a specific bank — by the need to

ensure the safety of funds held in bank accounts, the compliance of the bank’s operations with

the provisions of the Banking Act, the Act on the National Bank of Poland, the bank’s articles


of association and the decision on granting authorisation to establish the bank. During

proceedings concerning authorisation to exercise voting rights, the CBS interprets (applies to

specific circumstances) the aforementioned conditions within the limits stipulated by

supervisory objectives by analysing the state of affairs determined with regard to a given case,

including the assessment of a specific investor who intends to take up or acquire shares in a

specific bank and its potential impact on this bank. This assessment is based on the following

criteria:

the investor’s economic and financial standing;

the economic and financial standing of the bank whose shares are acquired;

the reputation of the investor as well as the reputation and transparency of the group to

which the investor belongs;

the investor’s intentions (business strategy) concerning the bank whose shares are being

acquired, in particular those expressed in the obligations regarding the bank’s operation

undertaken during the proceedings (particularly in cases where the acquisition means

assuming control over the bank).

8. In order to reliably assess the impact of a party intending to take up or acquire shares on the

sound and prudent management of the bank, the intentions of this party regarding the bank

should be precisely determined. Fundamental elements of an investor’s strategy regarding the

bank that are essential to its operation are confirmed during the proceedings by way of

obligations submitted to the CBS and any failure to meet them may have very significant

consequences. Pursuant to Article 26a, para. 1 of the Banking Act, the CBS (apart from cases

where reasons to refuse authorisation emerge) may withdraw authorisation to exercise voting

rights where the investor has failed to fulfil the obligations concerning the bank’s operation

submitted to the CBS during the proceedings.

9. The origin of the funds allocated for the acquisition of shares is a precisely defined reason for

the CBS’ potential refusal to grant authorisation to exercise voting rights attached to a bank’s

shares. During the proceedings, the CBS examines the source of funds allocated by the investor

for the acquisition of the bank’s shares. During the proceedings, the investor must submit a

declaration that both indirect and direct acquisition of the bank’s shares will not be financed by

a borrowing, loan or funds from undocumented sources. This declaration must be backed by

appropriate documents and is subject to verification during explanatory proceedings; the

verification consists in, inter alia, the examination whether the funds allocated by the investor


for the transaction are covered by the applicant’s regulatory capital and whether their use will

not cause supervisory standards to be violated by the applicant.

10. As regards the condition concerning the ability of the CBS to exercise effective supervision

over the bank in terms of the regulations in force in the place where the registered office of the

party intending to acquire shares in the bank is situated, for applicants from countries belonging

to the European Economic Area (or the European Community) it is presumed that the

regulations enable the exercise of such supervision, since all Member States have been obliged

to introduce regulations arising from Community legal standards concerning the activities of

credit institutions, their supervision and supervisory cooperation between competent authorities

of individual Member States in this regard into their national legislation.

State of affairs as determined during proceedings

The economic and financial standing and legal situation of BPH.

11. The direct owner of 20,397,585 BPH shares entitling it to 71.03% of voting rights at the GMS

of BPH is the Bank Austria Creditanstalt AG Company with registered office in Vienna

(hereinafter referred to as BACA) whose parent company within the meaning of Article 4, para.

1, subpara. 8 of the Banking Act until November 17, 2005 was the Bayerische Hypo- und

Vereinsbank AG Company with registered office in Munich (hereinafter referred to as HVB).

On November 17, 2005 the Applicant assumed control over HVB by acquiring 93.93% of HVB

shares as a result of the tender offer for HVB shares issued by UCI, and thus acquired BPH

shares indirectly.

The bank’s remaining major shareholders as at December 31, 2005 are the Bank of New York

(4.04%) and the Treasury (3.68%). The bank’s shares have been listed on the Warsaw Stock

Exchange since February 1995.

12. The current size of BPH is largely the result of the merger with PBK S.A. in 2001. At that time

(BPH was a subsidiary of HVB and PBK S.A. — of BACA) the acquisition of BACA (the

parent undertaking of PBK S.A.) by HVB (which was the parent undertaking of BPH) was,

inter alia, part of a strategy according to which BACA, which became a subsidiary of HVB,

was to become a “regional bank” for the entire Central and Eastern Europe (hereinafter referred


to as CEE), responsible for the joint activities of the HVB Group in this region. Under this

strategy, all earlier operations of BACA and HVB in Poland were integrated within BACA.

13. Since 2001, HVB/BACA as investor has fulfilled its obligations submitted to the CBS when

applying for authorisation to exercise voting rights at the GMS of BPH and for the approval to

merge with PBK S.A. Some of those (business obligations concerning the reorganisation of

employment and of the office network as well as the integration of IT systems and the range of

products on offer) were fulfilled within the period directly following the merger of BPH and

PBK S.A. The fulfilment of the remaining obligations which are to be met continuously and for

which no set date has been stipulated has been monitored by the CBS on an ongoing basis.

Those pertain primarily to the bank’s governing bodies, its name, the listing of its shares on the

Warsaw Stock Exchange and policy towards the subsidiary bank BPH Bank Hipoteczny S.A.

(hereinafter referred to as BPHBH).

14. The Supervisory Board of BPH consists of 12 members, of which six are Polish citizens (A.

Kornasiewicz — Chairperson of the Board, K. Gawlikowska-Hueckel, M. Józefiak, A.

Krajewska, A. Szeląg and M. Wierzbowski) and six are foreigners (H. Bernkopf, S. Ermisch, E.

Hampel, M. Mendel, R. Prehofer and J. Strobl). The Management Board of BPH consists of

seven members, of which five are Polish citizens (J. Wancer — President of the Management

Board, M. Boniecki, M. Grendowicz, K. Niezgoda and W. Sobieraj) and two are foreigners (N.

Lundorff and A. Knett).

15. BPH is the third largest bank in Poland in terms of assets (they account for 9.6% of Polish

banking sector assets, and combined with BPH Bank Hipoteczny S.A. — for 9.9%). The

authorised capital of BPH amounts to 143,581,000 zloty. The bank employs 9,974 employees at

480 offices (as at December 31, 2005). The economic and financial standing of BPH can be

assessed as stable and raising no concerns from the point of view of the safety of the funds held

by the bank. BPH has received favourable ratings from recognised international rating agencies

(e.g. in January 2006, Moody’s assigned the following ratings to the bank: A3 for long-term

deposits, P-2 for short-term deposits and C- for financial strength. These are slightly lower

ratings than those assigned to Pekao — A2, P-1 and C, respectively).

Comparison of BPH performance indicators to the peer group, 2001–2005


% 2001 2002 2003 2004 2005

Net ROA*, BPH 1.60 0.31 0.77 1.60 1.80

Net ROA, peer

group

0.81 0.49 0.37 1.35 1.73

Net ROE**, BPH 13.96 2.83 7.30 17.47 20.91

Net ROE, peer

group

7.77 5.89 4.54 17.03 22.16

* Net ROA — the profitability of assets (in terms of net earnings)

** Net ROE — the profitability of average core capital (in terms of after-tax earnings)

16. Among the key issues with regard to the proceedings conducted (in connection with the

assessment of the Applicant’s impact on the sound and prudent management of the bank) was

the examination of the new structure of the UCI Group after the acquisition of HVB from the

point of view of position, the scope of tasks and competences of BPH as well as of Pekao

within the Group — of each bank separately as well as after the merger. Finally, the Applicant

presented the organisational structure of the Group and corporate governance principles within

the Group based on its new regulations, declaring that BPH and the Merged Bank would be

directly subordinated to the UCI headquarters at Milan. The transfer of BPH shares from

BACA to UCI is to be effected before the planned merger of BPH and Pekao; this has been

guaranteed by the Applicant who has undertaken a relevant obligation.

17. The strategy implemented by BPH is an aggressive one, based on developing the foreign

currency loan portfolio in a risky manner, while Pekao is implementing a much safer policy,

which is a more advantageous one in the opinion of Polish supervisory authorities (as reflected

by significant differences in the sizes of foreign currency loan portfolios between BPH and

Pekao). UCI has stated that, being aware of those differences between BPH and Pekao, it is

analysing both banks and the fact that they represent distinct corporate and business cultures

will be taken into account during the merger. This approach is confirmed by the strategy

presented by UCI with regard to BPH and Pekao. The Applicant has also pointed out its broad

experience with regard to merging banks, which is indispensable for successfully combining

different corporate cultures, while taking advantage of the strengths of all combined entities.

Information about the Applicant, its economic and financial standing and reputation.


18. UCI is a public limited company incorporated on April 28, 1870 as Credito Italiano and Banca

di Genova. UCI is a bank within the meaning of the provisions of the Legislative Decree of

September 1993. The authorised capital of UCI, fully subscribed and paid up, amounted to

3,177,540,014 euro before the merger with HVB, and was divided into 6,355,080,028 shares

amounting to 0.50 euro each. Shares in the company are listed on the Italian Milan Stock

Exchange (Borsa Italiana). As a result of the merger between UCI and HVB, the authorised

capital of UCI has grown to 5,195,277,353 euro (10,390,554,706 shares).

19. UCI does not have a parent undertaking. Pursuant to Article 5.8 of UCI Articles of Association,

“no one entitled to vote may vote, for any reason whatsoever, for a number of Bank shares

exceeding 5% of share capital bearing voting rights.” UCI owners — before the merger with

HVB — included ca. 243,000 shareholders, of which 87% were legal persons and 13% were

natural persons. Major shareholders included Fondazione Cassa di Risparmio di Torino (8.6%),

Carimonte Holding S.p.A. (7%), Fondazione Cassa di Risparmio Verona, Vicenza, Belluno e

Ancona (5%) and the Allianz Group (4.8%). After the merger with HVB, the composition of

UCI shareholders has changed. The Munich Re Group (a German insurance company, the

leader of the global reinsurance market, which held 18.3% of HVB shares before the merger)

became the largest shareholder with 4.818% of votes, and the shares of earlier shareholders

decreased — Fondazione Cassa di Risparmio di Torino has 4.743% of votes, Fondazione Cassa

di Risparmio Verona, Vicenza, Belluno e Ancona — 4.742%, Carimonte Holding S.p.A. —

4.296% and the Allianz Group — 3.026% of votes.

20. Ultimately, business activities of the Group after the merger will be broken down into six

divisions: (1) Retail, (2) Corporates and Small and Medium-sized Enterprises, (3)

Multinationals and Investment Banking, (4) Private Banking and Asset Management, (5) CEE,

(6) LIMI — Large International Markets and Integration, which will ultimately include, among

other things, subsidiary banks in Poland, and (7) Global Banking Services. Division

headquarters are to be located in Milan (1, 4, 6, 7), Munich (2 and 3) and Vienna (5).

21. In CEE, the new UCI Group is present in 16 countries — in Poland, Bulgaria and Croatia it is

the leader, in Bosnia, Turkey, Slovakia, Serbia, Romania and the Czech Republic it is among

the three or five largest banks, and in Russia, Ukraine, Hungary, Slovenia and the Baltic States

(Lithuania, Latvia and Estonia) its position is significant.


22. The comparison of major markets in which the new UCI Group is present (shown in the table

below) demonstrates that while the Italian and German markets are the most important in terms

of loan and deposit amounts, the Group serves the highest number of customers in CEE

countries and this market opens the largest development opportunities before it. Another fact to

be stressed is that in CEE countries the Group employs much more people than in Italy,

Germany and Austria where the amount of loans and deposits per employee is much higher

than in CEE.

Comparison between major markets of the new UCI Group (after the acquisition of HVB)

Italy Germany Austria CEE

Loans (bn euro) 122 153 51 41

Deposits (bn euro) 72 61 35 47

Employees 40,000 26,000 12,000 58,000

Customers (m) 6.3 4 1.8 16.4

23. The economic and financial standing of UCI is not a cause for concern, which is evidenced by,

among other things:

a) robust earnings of the UCI Group — consolidated net earnings of the Group have been

rising: 1,801.1 m euro in 2002, 1,960.6 m euro in 2003, 2,130.5 m euro in 2004 and 1,301.2

m euro in the first half of 2005; moreover, consolidated assets have grown to 213,349 m

euro, 238,255.6 m euro, 265,855.2 m euro and 287,628.1 m euro, respectively; an upward

trend has also been observed in terms of equity — 12,261 m euro, 13,013 m euro, 14,035.5

m euro and 14,222.8 m euro, respectively;

b) the auditors who examined the financial statements of UCI for 2002 and 2003

(PriceWaterhouseCoopers) and 2004 (KPMG) as per the standards recommended by the

Italian Listed Companies and Exchange Commission raised no objections concerning the

correctness and truth of those statements and the presentation of the company’s financial

standing;

c) favourable credit risk ratings assigned by specialised rating agencies, which are shown in

the table below.


1 2 3 4

Assets 279 864 258 409 + 8,3

Loans 153 194 135 218 +13,3

Deposits 163 802 146 346 + 11,9

Pre-tax earnings 3 368 2 670 + 26,1

Net earnings 2 118 1 650 + 28,4

Number of employees 69 331 69 136 +195

Number of offices 4 383 4 539 -156

ROE 23,1 % 18,1 % + 5,0

p.p.

Cost/income ratio 53,2 % 55,8 % -2,6

p.p.

Income per employee

(thousand euro)

159 146 + 13

Tier l ratio 7,79 % 7,55 % + 0,24

p.p.

Capital adequacy ratio 10,60% 11,92 -1,32

p.p.

24. The financial standing of the UCI Group may be assessed as good. Net earnings as at the end of

the third quarter of 2005 amounted to 2,118 m euro and were 28.4% higher compared to the

corresponding period of 2004 (net earnings as at the end of the first half of 2005 amounted to

1,301 m euro). The increase in net earnings during the first nine months of 2005 was largely

caused by capital gains amounting to around 200 m euro obtained from the sale of the group’s

shares (20.3%) in Autostrada Brescia Verona Vicenza Padova. The highest increase in earnings

was recorded by the Retail Division (+36.5%), then the Private Banking and Asset Management

Division (+32.2%); the New Europe Division was third (+27%). The share of minority

shareholders in net earnings amounted to 160 m euro, which was an increase of 27 m euro

compared to net earnings as at end September 2004. Total group income during this period

came to 8,278 m euro (due to a rise in net interest income by 11.5% as well as in net non-

interest income by 6.8%), which constitutes an increase of 9.1% against the same period of


2004. In the third quarter of 2005, expenditure grew by 4.9% compared to the same period in

2004 and by 3.9% in the first nine months of 2005. As at end September 2005, loans and claims

on customers constituted 54.7% of total assets. Asset growth has been related to an increase in

loan involvement. Increases in value have been observed for all major products offered by UCI,

in particular in the household loan segment, where a rise in the amount of mortgage loans (by

13% compared to the beginning of 2005) due to low interest rates and the good standing of the

property market was a contributory factor. The Group also recorded a 4.4% increase in the

amount of deposits within the first nine months of 2005, which confirmed the continued risk

aversion of savers. UCI has consistently implemented the cost/income ratio reduction policy.

Staffing within the UCI Group grew by 195 posts compared to September 2004 — from 69,136

to 69,331 persons as at end September 2005. The number of branches dropped from 4,539 to

4,383, i.e. by 59.

25. It should be noted that in the first half of 2005, the Bank of Italy introduced new loan

classification principles, according to which all new credit lines extended to undertakings

whose earlier lines had been restructured must be classified as restructured loans. Non-

performing and doubtful loans remained practically unchanged in the third quarter, while

growing by 4.1% compared to the beginning of 2005. During the first nine months of 2005, the

amount of loans reclassified from performing to loss and doubtful grew by 1,412 m euro, i.e.

remained slightly lower (by 0.3%) than the corresponding amount in the same period of 2004.

26. The two tables below present fundamental data reflecting the financial standing of UCI in 2005.

Balance sheet items and information about the UCI Group as at June 30, 2005 on a pro forma

basis, i.e. drawn up in order to project the effects of the acquisition of HVB for the purposes of the

UCI issue prospectus of August 4, 2005.

Item UCI Group,

m euro

HVB Group,

m euro

Consolidated data (pro

forma),

m euro

1 2 3 4

Assets 287,628 492,745 770,183

Claims on customers 149,480 267,907 418,402

Claims on banks 25,946 51,862 65,440


Liabilities to

customers + securities

162,435 263,839 425,342

Equity

– net earnings

14,223

1,301

12,357

566

30,082

2,072

Adjusted balance sheet and profit and loss account of the UCI company as at June 30, 2005,

December 31, 2004 and June 30, 2004 — most important items

Item June 30, 2005,

m euro

December 31,

2004,

m euro

June 30, 2004,

m euro

Change

2/4, %

1 2 3 4 5

Assets 127,384.7 116,522.9 103,142.8 123.5%

Loans to customers 11,463.9 11,674.2 13,607.7 98.2%

Loans to banks 66,602.1 62,964.1 49,166.7 135.5%

Securities 27,087.4 20,732.3 21,482.8 126.1%

Capital investment 15,712.9 14,760.5 14,772.7 106.4%

Deposits 103,582.9 90,510.0 80,778.5 128.2%

Subordinated debt 6,566.4 7,224.6 6,888.2 95.3%

Equity 12,166.7 12,405.6 11,337.8 107.3%

- capital, capital reserves

and general banking risk

reserves

- net earnings, period

end

11,123.8

1,042.9

10,655.1

1,750.5

10,772.0

565.8

103.3%

184.3%

27. Information about the earnings (not yet approved) of the UCI Group as at end 2005 published

on the UCI website makes it possible to state that those earnings do not affect the generally

favourable assessment of the economic and financial standing of the investor resulting from the

financial data for the first half of 2005 and third quarter of 2005. 2005 earnings amounted to

2.47 bn euro. UCI risk ratings according to major rating agencies are presented in the table

below.

UCI risk ratings according to major rating agencies


December 2004 June 2005 December 2005 Agency

short-term medium-

and long-

term

short-term medium-

and long-

term

short-term medium-

and long-

term

Fitch F1+ AA- F1+ AA- F1 A+

Moody’s P-1 Aa2 P-1 Aa2 P-1 A1

S&P A-1+ AA- A-1 AA- A-1 A+

28. During the proceedings conducted, banking supervision authorities asked the Applicant to

present the impact of the acquisition of HVB, BACA and BPH on the regulatory capital level

and the capital adequacy ratio of UCI as well as the fulfilment of the capital requirement. UCI

stated that the transactions involving the acquisition of HVB, BACA and BPH shares would not

cause UCI or the merged group to breach any rules stipulated by banking supervision

authorities in any scenario that could be predicted. This statement was not questioned by the

Bank of Italy which is responsible for exercising banking supervision over the Applicant.

29. While analysing the financial standing of UCI, the impact of the proceedings instituted against

UCI on its financial standing was assessed. In a declaration submitted on July 21, 2005, the

Applicant stated that it was not and had not within the last five years been a party to any

significant administrative proceedings or civil court proceedings that might lead to a

significant decrease in its assets and no penal fiscal or enforcement proceedings had been

instituted against it that might have a significant impact on its financial standing. Moreover,

the Applicant described in detail major court proceedings in progress (inter alia, lawsuits filed

by companies from the Parmalat and Cirio group) and informed that most of the claims lodged

would most probably be dismissed, and therefore the Group did not intend to establish

provisions against the claims except for the provisions required for the court fees related,

including claims for damages to reputation. While this matter was analysed, the Bank of Italy

was requested to provide additional explanations, and in particular to assess the possible impact

of potential unfavourable decisions regarding major claims related to companies from the

Parmalat Group on the economic and financial standing of UCI. This statement was not

questioned by the Bank of Italy which is responsible for exercising banking supervision over

the Applicant.


30. Additionally, the analysis of the price of UCI shares on the Milan Stock Exchange indicates that

in the opinion of stock exchange investors, the fact that lawsuits against UCI were filed at the

beginning of August 2005 by companies from the Parmalat Group will not have a detrimental

impact on probable future UCI earnings. The price of UCI shares on the Milan Stock Exchange

did not decrease, and has even been growing significantly since October 2005.

31. Based on the evidence collected during the proceedings, which has been described in items 29

and 30 above, the impact of the court proceedings instituted against UCI on its present and

future financial standing should be considered insignificant.

32. Among the aspects taken into consideration when assessing the impact of a given investor on

the sound and prudent management of a bank is the investor’s reputation (and the reputation of

the group to which it belongs). According to established CBS practice, the following factors are

analysed when assessing the reputation of an investor:

a. information on how the investor is perceived by financial markets (ratings issued

by international, universally recognised rating agencies are a particularly

relevant measure here), including information on the activity of the investor in

financial markets, in particular the compliance of this activity with financial

regulations, corporate governance principles and supervisory regulations;

b. information obtained from home supervisory authorities regarding a given

investor, in particular concerning the suitability of the investor from the point of

view of engaging in banking activity;

c. the experience of banking supervision authorities to date concerning the

cooperation with a given investor and supervision of the banks controlled by it;

d. all other information regarding the investor and its activities that indicates or

may indicate the presence of circumstances that have such a detrimental impact

on the perception of the investor as a reliable undertaking which ensures the

proper management of the issues related to the bank that the sound and prudent

management of the bank would be adversely affected.

33. UCI is a bank that has authorisation from the Bank of Italy — the competent supervisory

authority of the Republic of Italy — to conduct banking activity, which means that as an

institution subject to supervision in another state belonging to the European Economic Area it

has, pursuant to the principles of Community law, been deemed an undertaking suitable to


conduct banking activity, in particular with regard to the structure and reputation of its

shareholders and its corporate structure. The information collected during the proceedings

conducted, including the information obtained from the Bank of Italy, does not indicate that

there are any reasons to question this assessment. The fact that UCI is listed on the Italian stock

exchange (Borsa Italiana) and observes corporate governance rules in its operations enhances

the transparency of the company’s activities, which is significant in terms of its reputation.

34. The activities of UCI in the Polish financial market to date (it has been present there since 1999

as the strategic investor in Pekao) constitute an important criterion for the assessment of its

reputation. On June 23, 1999, UCI together with the Allianz AG Company concluded the Pekao

Privatisation Agreement with the Treasury of the Republic of Poland. Also on June 23, 1999,

UCI obtained authorisation No. 113/KNB/99 to exercise over 50%, but not more than 66% of

voting rights at the GMS of Pekao. As a result of the acquisition of over 50% of shares in Pekao

in August 1999, UCI undertook to meet certain obligations vis-à-vis the CBS and (within the

framework of the privatisation agreement) vis-à-vis the Treasury. Those concerned the activity

of Pekao, not only with regard to its operating strategy, but also the importance of the Polish

market under UCI strategy for Central and Eastern Europe. Pekao is the second largest bank in

Poland in terms of assets (its assets amount to 11.1% of Polish banking sector assets), its

authorised capital amounts to 166,482,000 zloty, and it employs 14,818 persons at 758 offices

(as at December 31, 2005). UCI holds Pekao shares entitling it to exercise 52.93% of voting

rights at the GMS of Pekao (as at January 31, 2006). The remaining shares are dispersed; the

Treasury is among larger shareholders with 4.13% of Pekao shares. The bank’s shares have

been listed on the Warsaw Stock Exchange since June 1998 and its share of total exchange

capitalisation is around 9% (as at mid-January 2006).

35. UCI does not pursue an expansive development strategy with regard to Pekao, stressing

improvement in the efficiency of the bank’s operations rather than quantitative growth. Among

other things, the bank has adopted a prudent policy concerning foreign currency loans to

individuals. Since 1999, Pekao’s share of the Polish banking sector has decreased. Although

Pekao continues to be the second largest bank in the sector in terms of assets, the share of this

bank in the sector’ assets dropped from 17% at year-end 1999 to 11.1% at year-end 2005.

Within 6 years, i.e. from December 31, 1999 to December 31, 2005, the bank’s assets rose by

barely 10% (the assets of other major banks grew much faster during this period, e.g. those of

PKO BP S.A. by 50%, of Bank Handlowy w Warszawie by 77% and of Kredyt Bank S.A. by


42%). From August 1999 to year-end 2005, the staffing at Pekao decreased by 10,218 posts

(from the total number of 25,036 employees down to 14,818), i.e. by 40.8%.

Comparison of Pekao performance indicators to the peer group, 1999–2005

% 1999 2000 2001 2002 2003 2004 2005

Net ROA*, Pekao 0.34 1.21 1.85 1.30 1.41 2.19 2.31

Net ROA, peer

group

0.94 1.05 0.99 0.49 0.37 1.35 1.73

Net ROE**, Pekao 6.02 21.71 25.74 14.71 14.94 23.48 23.67

Net ROE, peer

group

12.9 14.52 12.76 5.89 4.54 17.03 22.16

* Net ROA — the profitability of assets (in terms of net earnings)

** Net ROE — the profitability of average core capital (in terms of after-tax earnings)

36. In recent years, Pekao has regularly obtained favourable supervisory assessments. It has also

received good ratings from recognised international agencies, e.g. in January 2006, Moody’s

assigned the highest ratings among Polish banks to Pekao and PKO BP S.A. (A2 for long-term

deposits, P-1 for short-term deposits and C for financial strength). In the opinion of banking

supervision authorities, as a parent undertaking UCI has a favourable impact on the sound and

prudent management of Pekao.

37. UCI has adopted a policy of paying most of its earnings as dividends, which is justified by the

high profitability of the bank and the amount of capital that is adequate to the scale of activity

conducted.

38. The amount of Pekao dividends compared to earnings, 2001–2004

2001 2002 2003 2004

Net earnings (thousand zloty) 1,262,166 801,747 919,815 1,343,001

Dividend/share (zloty) 3.79 4.18 4.50 6.40

Dividend/net earnings 50% 86% 81% 79%

Capital adequacy ratio 15.36% 16.58% 15.70% 17.92%


39. With regard to Pekao governing bodies, UCI has adopted a policy of maintaining a high

proportion of Polish citizens in the Supervisory Board and Management Board of the bank. The

Supervisory Board of Pekao consists of nine members, of which four are Polish citizens (J.

Woźnicki — Chairperson of the Board, P. Dangel, L. Pawłowicz and J. Starak) and five are

foreigners (P. Fiorentino, F. Galmarini, O. Greene, A. Moneta and E. Pavoni). The

Management Board of Pekao consists of eight members, of which four are Polish citizens (J. K.

Bielecki — President of the Management Board, P. Figarski, S. Olton and M. Ważyński) and

four are foreigners (I. Grzybowski, P. Iannone, Ch. Kośmider and L. Lovaglio).

40. The analysis of the extent to which the development programme for Pekao presented to the

CBS in 1999 has been implemented by UCI indicates that the investor is meeting its obligations

vis-à-vis the CBS. The issue of ensuring that Pekao will be a leading institution within CEE

through which UCI will conduct its activities in the region has been included among the

obligations undertaken during the proceedings.

41. In view of the declaration made by UCI, included in the application for authorisation to exercise

voting rights at the GMS of BPH, that with regard to the future operation of BPH, the potential

merger of Pekao and BPH “will aim to strengthen the market position of the merged banks and

will be closely coordinated with the Commission for Banking Supervision and the Polish

Government pursuant to UCI obligations arising from the privatisation agreement concluded in

1999 with the Treasury of the Republic of Poland,” banking supervision authorities requested

that the Minister of the Treasury during the proceedings submit information concerning this

agreement, and in particular the manner in which UCI was implementing the development

programme for Pekao presented in 1999 while acquiring Pekao shares from the Treasury and

the potential collision between the intention to acquire BPH shares and the non-competition

clause included in the privatisation agreement concerning Pekao concluded between the

Treasury and UCI and Allianz AG, according to which as long as UCI holds at least 10% of

Pekao shares, it shall not be involved in any competitive business activity in Poland, and in

particular shall not open any branch or make any capital investment in any company engaging

in competitive activity in Poland.

42. The analysis of correspondence with the Ministry of the Treasury, the statements and

information submitted by the Ministry of the Treasury and correspondence with the Applicant

unequivocally indicates that a dispute has arisen between the parties to the privatisation


agreement and currently also shareholders of Pekao and BPH as a result of different

interpretations of its provisions and assessments of whether the obligations stipulated therein

have been met. Given the fact that the CBS is by no means the competent authority to settle this

dispute (pursuant to the Pekao privatisation agreement, the Court of Arbitration at the Polish

Chamber of Commerce in Warsaw is such an authority, and should the dispute continue, it is to

be settled by a common court) and it is not its role to take any position on this issue, it must be

recognised that when considering its decision concerning authorisation for UCI to exercise

voting rights at the GMS of BPH, the CBS has no legal grounds for taking into account in its

proceedings this dispute or the position of any of the parties taking part in it. The dispute

between the Ministry of the Treasury and UCI, and in particular the conviction held by one of

the parties that the other party (possessing equal rights) to a civil law contract has breached it as

well as any outcome of the dispute has no bearing on the assessment of the investor’s impact on

the sound and prudent management of the bank. Even if a competent court authority stated in an

unequivocal and final manner that the Treasury was right in the interpretation dispute, and

therefore UCI had breached the privatisation agreement, this fact in itself would not be grounds

for considering the present or future impact of the Applicant on the sound and prudent

management of the bank to be detrimental, since this fact in itself does not determine the

Applicant’s reputation. Regardless of the issues discussed above, it should be pointed out that

on April 5, 2006, an agreement concerning the resolution of this dispute was signed.

43. During the proceedings, the Insurance and Pension Funds Supervisory Commission informed

banking supervision authorities that in view of the fact that BPH and Pekao were shareholders

in comprehensive pension companies (Pekao Pioneer PTE S.A. and Commercial Union PTE

BPH CFU WBK S.A.), and open-ended pension funds as well as employee pension funds

invested in shares in those banks as well as UCI and BACA shares, doubts arose whether:

a) Article 37, para. 2 of the Act on the Organisation and Operation of Pension Funds of

August 28, 1997 stipulating that related undertakings may only be shareholders in

the same pension company had not been or would not be breached;

b) Article 144, item 3 of the Act on the Organisation and Operation of Pension Funds

that prohibits investments of open-ended pension fund assets in securities issued by

undertakings related to the shareholders of the company that manages this fund had

not been breached by open pension funds;

c) Article 142, para. 2, subpara. 5 of the Act on the Organisation and Operation of

Pension Funds that limits investments of fund assets in securities issued by a single


issuer or two or more issuers that are related undertakings to 5% of the fund’s assets

had not been breached by pension funds.

44. The information submitted by the Insurance and Pension Funds Supervisory Commission states

that those doubts may be resolved depending on whether BPH may be deemed a subsidiary of

UCI or an affiliate of UCI within the meaning of the Accounting Act of September 29, 1994.

45. Pursuant to the principle of legality stipulated in Article 7 of the Constitution of the Republic of

Poland and Article 6 of the Code of Administrative Procedure, according to statutory provisions

stipulating the competences of the CBS and the Insurance and Pension Funds Supervisory

Commission, any findings concerning breaches of law in this matter may only be made and

result in the undertaking of actions provided for by applicable laws by the authority entrusted

with the supervision of this area, i.e. the Insurance and Pension Funds Supervisory

Commission. Only a final and unequivocal finding by the Insurance and Pension Funds

Supervisory Commission that law has been breached in the area subject to its supervision could

form grounds for the imposition of supervisory sanctions appropriate to the type and severity of

the breach. However, even such a finding would not predetermine the outcome of CBS

proceedings. Findings made by another public authority or the fact that supervisory sanctions

have been imposed may only influence the outcome of the proceedings conducted by the CBS

where they indicate that an investor may have detrimental impact on the sound and prudent

management of the bank (or that another reason for refusal is present).

46. During the proceedings, the Polish Securities and Exchange Commission informed banking

supervision authorities in a letter dated February 15, 2006 that a preliminary analysis of the

correspondence within the UCI Group (correspondence between Pioneer Pekao TFI S.A.

(Pioneer TFI), Pioneer Pekao Investment Management S.A. (Pioneer IM) and BPH TFI S.A.

(BPH TFI) on the one hand and undertakings belonging to the UCI Group on the other hand)

concerning investments in BPH shares (purchase and sale transactions) “indicates that both

UCI (UniCredito Italiano) with regard to Pioneer TFI and Pioneer IM and BACA with regard

to BPH TFI and CAIB IM exerted pressure on the investment policies of the funds managed by

those companies that had no grounds in the Polish legal system. The assessment of the entire

material collected substantiates the claim that this pressure was probably designed to avoid

paying a price higher than the average market price in tender offers regarding both BACA and

BPH shares.” At the time of submitting this information, the Securities and Exchange


Commission stated that it was still conducting an analysis aiming “to assess the aforementioned

actions by UCI and BACA in terms of their compliance with Polish law and assess the activities

of Pioneer TFI and BPH TFI from the point of view of protection of fund participants’

interests.”

47. On March 16, 2006, the Securities and Exchange Commission published the following

statement: “The information obtained by the Office of the Securities and Exchange Commission

and preliminary analyses concerning, inter alia, the conduct of the undertakings to which the

recommendation by UCI was addressed do not indicate that undertakings subject to supervision

by the Securities and Exchange Commission have breached capital market regulations.”

Therefore the information submitted earlier by the Securities and Exchange Commission cannot

be considered to have a bearing on the assessment of the Applicant’s impact on the sound and

prudent management of BPH.

48. In conclusion, it should also be noted that where it is determined that the Applicant actually

breached the provisions of an agreement or public law, the decision whether this is significant

from the point of view of its reputation should depend on the severity of the breach (flagrant

breach, material breach), the frequency of the breach (single, multiple or persistent breaches),

the consequences of the breach (serious, irreversible), the evidence that the undertaking

committing the breach acted in bad faith (for reprehensible purposes) as well as the probability

that the undertaking will act in a similar manner in the future. Therefore the issue of the

investor breaching the law or failing to meet its contractual obligations may have an impact on

its reputation where this conduct — ascertained in an unequivocal and final manner by

competent authorities — concerns regulations that are significant for the banks’ operations, is

flagrant, persistent and results from the proven bad faith of the investor.

49. It should be noted that all other foreign supervisory authorities of European Union Member

States whose approval for the effects of the merger between UCI and HVB was required due to

their national competencies, have already granted such approval, while being guided by the

same prudential considerations arising from Directive 2000/12/EC.

50. Taking the aforementioned findings into account, and particularly the information collected

during the proceedings concerning, among other things, the perception of UCI by financial

market participants, including the perception of its activities as a financial market investor, and


in particular the compliance of those activities with financial regulations, corporate governance

principles and supervisory regulations as well as the opinion of the Bank of Italy concerning the

suitability of UCI to conduct banking activity and the experience of the Commission for

Banking Supervision concerning cooperation with UCI with regard to the supervision of its

subsidiaries to date, it should be stated that the findings concerning the reputation of the

investor constitute no grounds for claiming that the exercise of voting rights by UCI would

have a detrimental impact on the sound and prudent management of Bank BPH and the

remaining banks to which the applications submitted refer.

Intentions (business strategy) of the Applicant towards BPH.

51. Another issue that was examined in order to assess the possible future impact of the Applicant

on the sound and prudent management of BPH was the determination of necessary changes in

BPH operation related to the assumptions adopted regarding the future of the bank and the

preparations concerning its merger with Pekao. The scope of those changes concerning the most

important aspects of BPH operation — the development of the loan portfolio and credit risk

management, particularly with regard to foreign currency loans, the implementation of the

provisions of the New Capital Accord (hereinafter referred to as NCA), IT systems operation,

outsourcing, operational risk management system, changes regarding human resources, and the

operation of the subsidiary bank (BPHBH) — was reflected in the obligations undertaken by

the investor.

52. The analysis of the business strategy concerning subsidiary banks in Poland presented by the

Applicant indicates that there is no risk of the Applicant having a detrimental impact on the

sound and prudent management of BPH, and in the future also of the bank that is to be created

as a result of the merger of BPH and Bank Pekao S.A.; the Commission decided that from the

point of view of supervision, the position of the Applicant regarding the most important issues

concerning the development of the loan portfolio and credit risk management, particularly with

regard to foreign currency loans, the implementation of the provisions of the New Capital

Accord, IT systems operation, outsourcing, changes regarding human resources, the continued

operation of the specialist subsidiary bank and foreign activities was satisfactory.

53. During the proceedings conducted by the CBS, the Applicant undertook several obligations

concerning the future operation of BPH, also regarding its potential merger with Pekao, which


have been presented below (“Merged Bank” refers to the bank that is to be created as a result of

the merger between BPH and Pekao).

53.1 As regards the continued listing of the bank’s shares on the Warsaw Stock Exchange and

ensuring the appropriate minimum liquidity of trading in those shares:

53.1.1 BPH — The investor has undertaken to maintain the listing of BPH shares until the

merger.

53.1.2 Merged Bank — The investor has undertaken to maintain the listing of Merged Bank

shares on the stock exchange indefinitely; any intention to delist the shares from the

stock exchange shall be consulted with competent banking supervision authorities.

53.1.3 The investor has undertaken to maintain its involvement in the Merged Bank at a

level not exceeding 75%; should this threshold be exceeded, this shall be treated as a

temporary situation and within 24 months the Investor shall undertake actions

leading to the reduction in the involvement to 75%. Where this proves difficult or

impossible, the investor shall hold urgent talks with competent banking supervision

authorities in order to determine a schedule for such transaction to be conducted.

53.1.4 Moreover, regardless of the obligations directly concerning BPH and the Merged

Bank, the investor shall cause its shares to be listed on the Warsaw Stock Exchange

not later than one year after the merger of Pekao and BPH. On September 6, 2005,

the Polish Securities and Exchange Commission informed that existing and newly

issued UCI shares had been admitted to trading on the Warsaw Stock Exchange as a

result of preparations for the tender offer concerning BPH shares, which originally

provided for an option of exchanging BPH shares for UCI shares. The listing of UCI

shares on the Warsaw Stock Exchange will underline the importance of Poland for

UCI, enhance the transparency of UCI activities in the Polish capital market and

increase the capitalisation of the Warsaw Stock Exchange. As the Applicant stressed

while informing that such an obligation had been undertaken, this decision

confirmed that UCI was a good investor that was involved in Poland.

Those obligations should be assessed as conducive to the safe and sound operation of BPH and the

Merged Bank as well as favourable for the Polish capital market.

53.2 As regards the policy of shaping the composition of bank bodies in a manner ensuring

the sufficient representation of persons with sound knowledge of the Polish banking


market — with appropriate experience of the Polish market than can be leveraged

while managing and supervising the operations of the bank in this market:

53.2.1 BPH — The investor has undertaken to retain the existing solutions. Since 2001, the

articles of association of BPH have included the provision that “at least half of

Supervisory Board members, including its Chairperson, should be Polish citizens”

and “at least half of Management Board members, including the President of the

Management Board, should be Polish citizens.”

53.2.2 Merged Bank –– The investor has undertaken to ensure that at least half of the

members of the Management Board of the Merged Bank (including the President of

the Management Board) and half of the members of the Supervisory Board of the

Merged Bank (including the chairperson of the Supervisory Board) are persons with

sound knowledge of the Polish banking market, i.e. resident in Poland, having

command of the Polish language and with appropriate experience of the Polish

market than can be leveraged while managing and supervising the operations of the

Merged Bank in the Polish market. The investor has undertaken to include the

relevant provision in the articles of association. The aforementioned principles shall

also apply to the compositions of management boards and supervisory boards of

subsidiary banks of the Merged Bank.


Merged Bank as well as advantageous for the banking sector, since this will be a factor with

favourable impact on the development of professional bankers.

53.3 As regards the policy concerning the further development of the bank’s operations in

the context of introducing new products and services as well as an employment

policy aimed to mitigate the risk of destabilising the bank as a result of potential

restructuring measures:

53.3.1 BPH — The investor has undertaken not to change the current BPH policy

concerning employment levels prior to the merger.

53.3.2 Merged Bank — The investor has undertaken to introduce new banking products and

services and increase the work efficiency of the current personnel so that the

reduction of employment related to the merger does not impact the soundness of the


Merged Bank. The introduction of new products shall contribute to the creation of

new types of jobs. The investor has declared that it does not intend to introduce any

significant employment reductions within two years of the merger. The Applicant

has declared that while introducing any changes in employment structure, it will

always take into account the requirements of maintaining the soundness of the

Merged Bank. To this end, where applicable, the investor has undertaken to consult

employment policy changes with the employees’ competent representatives.

53.3.3 The issue of employment policy has been examined and analysed in the context of

the potential detrimental impact on the sound and prudent management of the bank

(operational risk). In the opinion of the CBS, the intentions presented by UCI

concerning the employment policy at BPH and — potentially — at the Merged Bank

do not pose a significant risk to those banks.


Merged Bank.

53.4 As regards the policy concerning the capital development of the bank as well as

ensuring necessary support in circumstances that might jeopardise the liquidity of

the bank:

53.4.1 BPH — The investor has undertaken to make all efforts necessary to ensure that the

liquidity of BPH, its capital position and capital adequacy ratio remain at a

satisfactory and stable level so that BPH continues to be able to meet its liabilities.

In particular, the investor has undertaken to make such efforts in circumstances that

might jeopardise the liquidity of BPH or that require the strengthening of its capital

position.

53.4.2 Merged Bank — The investor has undertaken similar obligations concerning the

Merged Bank.


Merged Bank.

53.5 As regards the dividend payment policy:


53.5.1 BPH — The investor has undertaken to continue the policy regarding dividends

adopted at BPH that is conducive to attracting the interest of local investors in

capital participation in BPH until the merger.

53.5.2. Merged Bank — The investor has undertaken to implement at the Merged Bank a

policy regarding dividends that will be conducive to attracting the interest of local

investors in capital participation in the Merged Bank.

53.5.3. In recent years, the policy adopted at BPH consisted in significant increases in the

amount of dividend paid, which made BPH shares more attractive for shareholders.

This is demonstrated by the table below:

The amount of BPH dividends compared to earnings, 2001–2004

2001 2002 2003 2004

Net earnings (thousand zloty) 335,582 129,592 333,419 792,467

Dividend/share (zloty) 3.80 1.40 8.70 22.10

Dividend/net earnings 33% 28% 75% 80%

Source: own data.

Those obligations should be assessed as indirectly conducive to the safe and sound operation of

BPH and the Merged Bank as well as favourable for the Polish capital market.

53.6. As regards the bank’s role in the region:

53.6.1 Merged Bank — The investor has declared that by merging BPH and Pekao, it shall

create a leading universal bank in Poland and a leading financial institution in

Central and Eastern Europe that will be one of the two key institutions owned by

UCI in Central and Eastern Europe. It has undertaken (subject to obtaining

regulatory approvals for the merger of the Pekao and BPH banks and the approvals

of competent authorities in respective countries, which it shall pursue insistently and

firmly) to transfer, as soon as possible, the shares of HVB Bank Ukraine to the

Merged Bank so that Pekao plays a leading role in the operations of the UCI Group

in Ukraine. The investor has also undertaken to consult any changes in this respect

with competent Polish banking supervision authorities. It has also declared that if it

considered an investment in Ukraine that would result in a change in the leading role

of Pekao in the operations of the UCI Group in Ukraine, such an investment would


only be made after prior consultations with competent Polish banking supervision

authorities, unless those authorities objected for supervisory reasons.

53.6.2 UCI has explained that after obtaining regulatory approvals for the merger in Poland,

it shall initiate the procedures necessary to transfer the shares in the undertaking in

charge of HVB operations in Ukraine to the Merged Bank, which would enable it to

increase its presence in the economically attractive Ukrainian market that offers

considerable development prospects (the current share of Pekao in this market is

negligible). The investor’s declarations are backed by the aforementioned

obligations that will enhance the position of the banks operating in Poland and

enable them to develop in new markets when fulfilled.

53.6.3 Moreover, the investor has declared that with regard to the Baltic States, the Merged

Bank shall play a significant role and actively participate in UCI Group projects,

including financial ones and those aimed at assisting in the management of banks in

the aforementioned countries through, inter alia, the active participation of senior

management of the Merged Bank in the activities of the supervisory boards of those

banks.


Merged Bank.

53.7 As regards the policy concerning the potential activities in the territory of Poland of

other banking units (sub-branches, branches or in a cross-border manner) directly or

indirectly subordinate to UCI:

53.7.1 BPH — The investor has undertaken that prior to the merger, it shall conduct

activities in the field of commercial banking in Poland exclusively through Pekao,

BPH and their subsidiaries.

53.7.2 Merged Bank — the Investor has declared that where it decides to conduct

commercial banking activities in Poland in a manner other than through the Merged

Bank — either through the establishment of a branch or via another company —

which it does not currently intend, the decision in this regard shall be made subject

to the requirement of obtaining the appropriate approval of competent banking

supervision authorities where such an approval is required by applicable laws, and in

other cases — subject to consultations with competent banking supervision

authorities.



Merged Bank.

53.8 As regards the outsourcing policy:

53.8.1 BPH — The investor has declared that it shall only support outsourcing with regard

to the acquisition by BPH of services provided by other businesses where this is

justified by both quality and economic considerations. The Applicant shall not

implement any policy giving preference to foreign businesses or members of the

investor’s group as providers of external services to BPH. The investor has

undertaken to ensure that decisions concerning the selection of service providers are

made by the Management Board of BPH based on the assessment of service quality

(in particular taking into account the safety of BPH operations), competitiveness and

price.

53.8.2 Merged Bank – The investor has undertaken obligations similar to those concerning

BPH.


Merged Bank.

53.8.3 Moreover, UCI stated that it was evaluating the possibilities of establishing common

service centres in Poland that would support the operations of the UCI Group in

selected areas — in the first quarter of 2006, a competence centre in Łódź would be

commissioned that would operate management applications (related to human

resources application systems) for the Group; the extension of service centres

operating the Group’s IT systems in Łódź and Warsaw was also envisaged.

53.9 As regards the manner of implementing the provisions of the New Capital Accord at

the bank:

53.9.1. Merged Bank — the investor has undertaken to present the schedule for the

introduction of the provisions of the New Capital Accord and plans regarding the

work of the Merged Bank on the New Capital Accord as well as plans concerning


the manner in which the owner will exercise supervision over the Merged Bank with

regard to the timely implementation of the New Capital Accord. It has undertaken to

make all efforts necessary to ensure that the Merged Bank adopts the same

methodology, including the methods for calculating capital requirements, as adopted

by the Applicant’s Group as soon as possible.

53.9.2. In the original application submitted to the CBS, the UCI Company did not present

the position of the UCI Group with regard to the implementation of NCA (and

Capital Requirements Directive) provisions at the undertakings owned by the group

that operate in the Polish market. The CBS requested explanations whether the

solutions proposed by the Applicant would take into account the methods developed

by HVB/BACA or rather those developed by the UCI Group as well as the

specification of the selection criteria applied in this respect. The Applicant was also

requested to present the schedule for the implementation of NCA provisions and

harmonisation between the two banks in this area, specify to what extent it was

ready to implement NCA provisions and state in what manner the owner would

supervise the work on the timely implementation of the NCA.

53.9.3 UCI stated that it would ensure the uniform implementation of the NCA within the

entire Group. In the first quarter of 2006, a new consolidated version of plans for

BIS 2 implementation concerning all banks belonging to the Group, including Pekao

and BPH, will be developed. UCI stated that it was aware of certain differences

between the schedules for NCA implementation at both banks, but when banks

became able to exchanged detailed information (as undertakings within one group),

complete cohesion could be achieved rapidly. Moreover, UCI announced that it

would appoint a national steering committee for NCA implementation (including

UCI representatives) and presented detailed information concerning the unification

of risk management policies in three key areas — credit, operational and market risk

(transitional stages before the bank merger would be necessary in this regard). The

concept presented assumes centralised NCA implementation within the group, while

leveraging knowledge and experience at the local level.


Merged Bank.

53.10 As regards the bank’s position within the group:


53.10.1 Merged Bank — The investor has undertaken to transfer all BPH shares held by

BACA so that it holds directly all the shares in the Merged Bank owned by the UCI

Group. The investor has also undertaken that, although no changes in the position of

the Merged Bank are currently planned, if unquestioned economic reasons (e.g. tax

ones) emerge, it may reassess and change the aforementioned position of Pekao

within the UCI Group, e.g. by placing a holding company controlled by UCI

between UCI (the investor) and the Merged Bank; such a change shall not lead to

the Merged Bank being positioned under BACA, HVB or any other bank belonging

to the UCI Group, and also shall not lead to a reduction in the degree of control

exercised by UCI over the Merged Bank or to a change in the relative position of the

Merged Bank versus other banks within the UCI Group. Should the investor decide

to change the position of BPH or the Merged Bank within the UCI Group in the

future, the decision in this regard shall be made in consultation with competent

banking supervision authorities.


Merged Bank.

53.11 As regards the observance of corporate governance principles within the bank itself

and vis-à-vis the bank (within the group), taking into account the principles in force

at the Warsaw Stock Exchange, and in particular the procedure of selecting and the

number of independent members of the banks’ governing bodies:

53.11.1 Banking supervision authorities attach particular importance to the wider

observance among banks that are listed companies of good practices established for

the purposes of the Polish capital market that constitute a fundamental part of

corporate governance standards. The good practices in force in 2005 take into

account the experience to date and latest recommendations of the European

Commission in this respect. The observance of those principles is voluntary.

According to Principle 20 of good practice at listed companies, at least half of

supervisory board members at listed companies should be independent members,

while at companies where a single shareholder holds shares entitling it to more than

50% of the overall number of votes, the supervisory board should include at least

two independent members, and among them an independent chairperson of the audit


committee where such a committee has been established. Independent supervisory

board members should not have connections to the company and its shareholders or

employees that might significantly impact the ability of independent members to

make unbiased decisions; detailed independence criteria should be stipulated by the

company articles of association (those criteria are formulated in different ways at

different companies, although general rules are similar).

53.11.2 In its articles of association, BPH stipulated a higher share of independent

Supervisory Board members than the recommended one — at least 30% of

Supervisory Board members should meet the independence criteria (currently there

are four independent members in the 12-member Board: M. Wierzbowski, A.

Szeląg, A. Krajewska and K. Gawlikowska-Hueckel). The BPH articles of

association also stipulate four independence criteria of supervisory board members.

53.11.3 BPH — The investor has undertaken that BPH shall continue to observe the

principles of good practice at listed companies and prior to the Merger, the investor

shall not amend the articles of association of BPH with regard to the principles of

operation of BPH bodies stipulated therein; in particular, the principle according to

which at least 30% of members of the BPH Supervisory Board must meet the

independence criteria stipulated in the articles of association shall be retained.

53.11.4 Pekao has adopted the principle that at least two independent members must be

included in the Supervisory Board; an independent Board member is the

Chairperson of the Audit Task Force. The introduction of amendments to articles of

association stipulating six detailed criteria concerning the independence of

Supervisory Board members was planned for the March 10, 2006 GMS.

53.11.5 Merged Bank — The Investor has undertaken to cause the Merged Bank to observe

the principles of good practice at listed companies. In particular, the investor has

undertaken to introduce a policy ensuring that independent members comprise at

least half of the membership of the Supervisory Board of the Merged Bank. The

investor has also undertaken to include a relevant provision in Merged Bank articles

of association.

53.11.6 Additionally, regardless of the aforementioned obligations, the investor has

undertaken to ensure that the Merged Bank observes Principle 42 of good practice at

listed companies by changing the firm conducting the audit at least every five years.

53.11.7 At Pekao, according to the established practice, contracts with certified auditors are

usually concluded for two or three years. BPH also observes this Good Practice


principle. Within the UCI Group, a single audit firm for the entire Group is selected

which is changed every nine years.

53.11.8 The obligations undertaken in this respect by UCI with regard to the Merged Bank

are more rigorous than those stipulated in the Principle, since UCI has declared that

the audit firm, and not only the person conducting the audit (which could be from

the same firm), will be changed every five years.


Merged Bank as well as favourable for the Polish capital market.

53.12 As regards ensuring the access of Polish supervisory authorities to all units

superordinate to the bank in order to verify the issues important for the sound and

prudent management of the bank:

53.12.1 BPH — The investor has undertaken to ensure the access of Polish supervisory

authorities to all units superordinate to BPH in order to enable Polish supervisory

authorities to verify the issues important for the sound and prudent management of

BPH to the extent local authorities and applicable laws make it possible.

53.12.2. Where the performance of supervisory activities involving audits concerning the

capital involvement of the investor in BPH and the investor’s activities in the Polish

market by foreign banking supervision authorities together with the Commission for

Banking Supervision, within the scope allowed by local authorities and applicable

laws, requires consent or no objection on the part of the investor, the investor shall

consent to the performance of such audit activities or shall not object to the

performance of such audit activities with the participation of the Commission for

Banking Supervision, as applicable. This shall in particular apply to audit activities

concerning the proper use and protection of the information obtained from BPH by

the investor.

53.12.3 Merged Bank — The investor has undertaken obligations similar to those

concerning BPH.

53.12.4 The obligation in the aforementioned form takes into account the regulatory

environment of Italy, underlining UCI’s good will with respect to cooperation with

banking supervision authorities and its readiness to provide information.



Merged Bank.

53.13 As regards the principles of the potential merger of the bank with another bank in

Poland controlled by the Applicant (Pekao) and its further operation, taking into

account the approximate schedule of the merger, and in particular:

a) lending policy principles;

b) office network integration;

c) IT systems;

d) the selection of authorities responsible for the merger.

53.13.1 The investor has undertaken to transfer all BPH shares held by BACA so that it

holds directly all the shares in the Merged Bank owned by the UCI Group. It has

undertaken that Pekao shall be the bank that retains its legal personality after the

merger. The investor intends to conduct the merger by the end of 2006.

53.13.2. As concerns a) lending policy principles: The investor has undertaken to retain at

the Merged Bank the principles hitherto in force at Pekao in respect of the policy

limiting the granting of foreign currency loans to individuals. In the merged BPH

network, those principles shall be introduced as soon as possible, taking into account

the need to avoid any disturbances in the operation of the market. UCI has

undertaken to notify competent banking supervision authorities about the progress of

the work on the implementation of the aforementioned policy principles on an

ongoing basis.

53.13.3. The strategy of Pekao to date has been different from that of BPH. The lending

policy of this bank has been conservative and based primarily on Polish currency

loans. This is the result of policies pursued by UCI which did not develop this area

of activity at Pekao despite the high demand for such products due to the possibility

of incurring losses as a result of potential significant devaluation of the zloty that

would jeopardise the soundness of the bank.

This is demonstrated by the table below.

Comparison of the amount of foreign currency loans at Pekao and BPH

Foreign currency loans to June 30, 2004 December 31, June 30, 2005 December 31,


households 2004 2005

Pekao (million zloty) (*) 1,893 1,460 1,244 1,014

Share of claims on non-

financial customers in the loan

portfolio

7.7% 5.9% 4.7% 3.6%

BPH (million zloty) 5,454 5,992 7,407 8,594



portfolio

22.3% 24.0% 27.7% 30.6%

Comparison of the amount of foreign currency loans at Pekao and BPH

Foreign currency loans to

households

June 30, 2004 December 31,

2004

June 30, 2005 December 31,

2005

Pekao (million zloty) (*) 1,893 1,460 1,244 1,014



portfolio

7.7% 5.9% 4.7% 3.6%

BPH (million zloty) 5,454 5,992 7,407 8,594



portfolio

22.3% 24.0% 27.7% 30.6%

Source: own data.

(*) Data for Pekao include the foreign branch.

53.13.4 The Applicant has announced that it will implement at BPH a policy limiting the

sales of foreign currency mortgage loans similar to that which has been and will be

pursued at Pekao.

53.13.5 As concerns b) office network integration: The investor has undertaken to adopt the

manner of integrating the offices belonging to both banks’ networks ensuring that

the Merged Bank offers the most convenient access to offices in the entire country,

eliminating areas where the networks overlap (while possibly establishing new

offices in appropriate locations). The investor has declared that during the

integration process it shall only eliminate offices where there are obvious economic


reasons for this and only where this will not limit convenient public access to

services.

53.13.6 As concerns c) IT systems: The investor has undertaken to adopt the existing IT

platform of one of the banks as an IT system for the Merged Bank; the decision

concerning the selection of the IT platform shall take into account the results of the

IT systems audit conducted by an independent firm.

53.13.7 Given the fact that different IT systems operate at BPH and Pekao, and therefore

they will have to be integrated if the banks merge, it was justified to request

explanations concerning this issue during the proceedings.

53.13.8 UCI presented its approach to the issue of selecting the IT platform for the Merged

Bank, informing that it conducted a preliminary comparative evaluation of IT

systems at both banks in recent months. As a result of the analysis it was determined

that the system used at Pekao (based on mainframe servers), which currently

constitutes a market standard at large banks, would be preferred to the more obsolete

system used at BPH (based on Open VMS). However, the final choice will be made

after an analysis has been conducted by an independent firm. Special attention will

be paid to mitigating the risk related to data migration and ensuring the efficient and

safe operation of IT systems during migration. UCI estimates that after the target IT

platform has finally been determined, the integration process should take 12 to 18

months.

53.13.9 Taking the Applicant’s explanations with regard to the operation of IT systems into

account, it should be stated that UCI has thoroughly examined the issue of IT

systems and the related threats in order to mitigate them as far as possible.

53.13.10 As concerns d) the selection of authorities responsible for the merger: The investor

has stated that the merger process shall be directed by the management boards of

both banks. It has undertaken to ensure that the banks appoint, in consultation with

their supervisory boards, a steering committee overseeing this process from among

the banks’ senior management. This committee shall be chaired by the President of

Pekao. During the implementation of this process, UCI shall conduct an appropriate

assessment and decide which BPH management board members should be included

in the management board of the Merged Bank, taking into account the need to

ensure the soundness of the Merged Bank during the transformation process and

after its completion.


The obligations related to this item should be assessed as conducive to the safe and sound

operation of BPH and the Merged Bank.

53.14 As regards the policy towards the specialist subsidiary bank, i.e. BPHBH:

53.14.1 The investor has undertaken to retain BPHBH within the UCI Group and develop

the activities of BPHBH within the Merged Bank as a way of refinancing the

mortgage loan portfolio of the Merged Bank, while taking into account the scale of

the involvement of the Merged Bank in residential property market funding and

taking advantage of Italian models of market funding.

53.14.2. Retaining and developing BPHBH within the UCI Group (in Poland) should be

considered advantageous for BPH (the Merged Bank), as it diversifies the source of

funding BPH (Merged Bank) lending in the property market. It should be kept in

mind that the Pekao does not include a specialist bank.

53.14.3. In 2004, mortgage loans accounted for 42% of UCI Group claims on non-financial

customers. UCI has experience in funding the property market. In Italy, it owns the

specialist bank UniCredit Banca per la Casa, which is involved in financing the

property market and is developing rapidly. In 2004, the average maturity of

mortgage loans extended by this bank was 24 years and the average amount of loan

extended was 113,000 euro. The offer of this bank is considered the most

comprehensive, innovative and the best in quality in the Italian market.


Merged Bank.

54. Pursuant to Article 26a, para. 1, the Commission for Banking Supervision may withdraw the

authorisation referred to in Article 25, paras. 1–3 and 8 of the Banking Act, particularly where

the party that indirectly or directly took up or acquired shares in the bank did not fulfil the

obligations concerning the operation of the bank submitted to the Commission for Banking

Supervision during the proceedings which resulted in the granting of authorisation.

55. It should be noted that the acceptance by the CBS during current proceedings of the obligations

regarding the Applicant’s activities after the merger of Bank BPH and Bank Pekao S.A. does

not mean that the CBS will grant authorisation for the merger of those banks pursuant to Article

124, para. 1 of the Banking Act and is no “promise” of such an authorisation being granted. The


regulations of the Banking Act do not provide for any CBS “promises” concerning decisions to

be issued.

The origin of funds allocated to the acquisition of BPH shares.

56. The application submitted by UCI has been assessed with regard to the origin of funds allocated

to the acquisition of BPH shares pursuant to Article 25, para. 7 of the Banking Act. The

Applicant’s declarations submitted during the proceedings stating that the funds have not been

obtained from a borrowing, loan or undocumented sources were backed by appropriate

documents.

57. The total market value of the entire transaction involving the acquisition of HVB, BACA and

BPH shares was to be at most 19.2 bn euro (according to market prices as at June 10, 2005,

with the assumption that the offerings of shares in the three banks would be fully successful). In

the initial stage of the proceedings, the Applicant declared that “the cash component

alternatively available to Bank BPH S.A. and Bank Austria Creditanstalt AG shareholders will

be covered by the Applicant’s own funds.” UCI also stated that “liquid assets in themselves are

sufficient to cover the expenditure related to the transaction.”

58. The indirect (through the acquisition of HVB and BACA shares) acquisition by UCI of BPH

shares was conducted through a tender offer issued by UCI inviting shareholders to exchange

HVB and BACA shares for newly issued UCI shares (as an alternative, BACA shareholders

could sell the bank’s shares). As it has already been mentioned, no sellers responded to the

tender offer for BPH shares issued by UCI, and therefore after it had been concluded, the

number of shares in BPH held directly or indirectly by UniCredito remained unchanged and

amounted to 71.03% of the authorised capital of the bank. In fact, according to January 2006

market prices, the market value of the entire transaction involving the acquisition of HVB,

BACA and BPH shares was to be around 24 bn euro, of which:

58.1.1 UCI issued 4,035,474,678 new shares in exchange for HVB and BACA shares (at the

market price of around 5.7 euro per UCI share, this amounts to ca. 22.9 bn euro);

58.1.2 UCI allocated 4.7 bn euro for the purchase of BACA shares (UCI declared that

“compensation in cash was paid from UCI’s unencumbered own funds in the form


of cash or cash equivalent assets and those funds were not obtained as a result of

incurring debt”);

58.1.3 UCI’s maximum expenditure related to the tender offer concerning BPH would have

been around 1.5 bn euro had all shareholders responded to the tender offer (UCI

declared that the expenditure related to the BPH tender offer “would be fully

covered by its own unencumbered liquid assets that were not obtained as a result of

incurring debt”). In the end, UCI did not purchase a single BPH share.

59. According to the consolidated pro forma balance sheet of the UCI Group together with HVB as

at June 30, 2005, liquid assets amounted to 248 bn euro, of which cash and cash equivalent

assets 7.8 bn euro, net earnings 2.07 bn euro, and equity — 30.08 bn euro.

60. During the proceedings, the impact of the transactions constituting the merger on the amount of

regulatory capital and capital adequacy ratio of UCI as well as on the fulfilment of the capital

requirement, both on an individual and consolidated basis, was also verified. Banking

supervision authorities requested information concerning this matter from UCI as well as from

the Bank of Italy. UCI stated that the transactions involving the acquisition of HVB, BACA and

BPH shares “would not cause UCI or the merged group to breach any rules stipulated by

banking supervision authorities in any predictable scenario” (i.e. even where the tender offer for

BPH shares were accepted by all minority BPH shareholders). Those statements were not

questioned by the Bank of Italy which is responsible for exercising banking supervision over

the Applicant.

The impact of the regulations in force in the place where the Applicant has its registered office on

the ability of the CBS to perform effective supervision.

61. The country where the Applicant has its registered office (the Republic of Italy) belongs to the

European Economic Area and as such, it applies in its national legislation the principles arising

from the legal standards of the European Community concerning the activities of credit

institutions and their supervision, so there are no grounds for claims that the regulations in force

in the country where UCI has its registered office would prevent the CBS from performing

effective supervision over UCI’s subsidiary banks in Poland. Moreover, in order to enhance the

solutions stipulated in Community regulations, banking supervision authorities have intensified

their work aimed at concluding a supervisory agreement with the Bank of Italy regardless of the


proceedings in progress. As a result of those measures, the final draft of the agreement has been

prepared, which is analogous in its contents to the agreements already concluded with other

supervisors from the European Economic Area.

Motions submitted by prosecutors during proceedings

62. In a letter dated March 30, 2006, the General Public Prosecutor presented its position

concerning the issue:

62.1.1 The General Public Prosecutor submitted two procedural motions (concerning the

consideration of the appeal filed by Stowarzyszenie Interesu Społecznego against the

decision of the CBS regarding the return of its application and concerning the refusal to

admit the Ministry of the Treasury to the proceedings as a party; separate decisions were

passed with regard to those motions).

62.1.2 The General Public Prosecutor also submitted three motions as to evidence:

a) to request from the Supreme Chamber of Control the report concerning the audit

conducted at Pekao S.A. with regard to the fulfilment of privatisation obligations;

b) to request information from the Supreme Chamber of Control as to whether such an

audit was conducted at BPH, and if so, to request the reports concerning it;

c) to request from the National Labour Inspectorate the report concerning the audit

conducted at Bank Pekao S.A. in 2000.

62.1.3 Moreover, in the aforementioned letter, the General Public Prosecutor stated: “Until

the remedies at law and motions as to evidence referred to in items 1 and 2 are considered in

the scope indicated, I shall refrain from adopting a position concerning the application of

UniCredito Italiano S.p.A. for authorisation to exercise voting rights at the General Meeting

of Shareholders of BPH S.A.”

63. With the letter dated April 3, 2006, the President of the Supreme Chamber of Control submitted

to the CBS several documents “drawn up within the framework of controlling of whether

strategic investors fulfil non-price obligations stipulated in privatisation agreements”

concerning Pekao S.A. and BPH S.A. banks. With the letter dated April 4, 2006, the Chief

Labour Inspector submitted to the CBS the report drawn up by the National Labour

Inspectorate.


64. As regards post-inspection materials drawn up by the Supreme Chamber of Control and the

National Labour Inspectorate:

64.1. Supreme Chamber of Control materials consist of several documents “drawn up

within the framework of controlling of whether strategic investors fulfil non-price

obligations stipulated in privatisation agreements” concerning Pekao S.A. and BPH

S.A. banks. They confirm the information obtained earlier from the Ministry of the

Treasury (in the letter dated January 26, 2006) concerning the results of the Supreme

Chamber of Control audit concerning the fulfilment of the obligations stipulated in

the 1999 Pekao Privatisation Agreement by UCI and Allianz AG: “The Supreme

Chamber of Control has assessed the extent to which UniCredito and Allianz

fulfilled their non-price obligations as satisfactory with minor irregularities, with the

exception of the obligation stipulated in Article 3, para. 9 of the Agreement.” After

the analysis of the reservations presented by Pekao S.A. with regard to the

conclusions formulated in the Supreme Chamber of Control post-inspection report,

the Adjudication Committee of the Supreme Chamber of Control decided to

withdraw the negative assessment of the fulfilment of this obligation due to the

acquisition in July 2003 of 19.82% of shares in the WBC S.A. bank by Pekao, but

confirmed the negative assessment concerning the (indirect) control of BPH by UCI

since November 2005. Finally, the Supreme Chamber of Control also found

irregularities concerning the fulfilment of two other obligations: the temporary

failure to maintain the equity levels required by the Agreement and the transfer of

part of 1998–2000 net earnings to the Pekao general risk reserve instead of to the

capital surplus or reserve capital.

64.2. The Adjudication Committee of the Supreme Chamber of Control consisting of A.

Fąfara, T. Bolek and J. Przepiorą also “pointed out the fact that UniCredito

submitted the application for authorisation to purchase BPH shares after having

concluded that transaction. The application should have been submitted beforehand,

i.e. the Commission for Banking Supervision should have granted its approval first,

and then the transaction could have taken place.” This opinion, according to which

Article 25, para. 1 of the Banking Act imposes an obligation to obtain authorisation

to exercise voting rights at the general meeting of the bank’s shareholders before

shares are taken up or acquired, is obviously incorrect. The provision in question


states clearly that “any party intending to take up or acquire shares in a bank,

directly or indirectly, is required in each case to file an application with the CBS for

authorisation…” Thus there is no obligation to obtain authorisation, but to apply for

such authorisation. It should also be stressed that there are no grounds whatsoever

for applying a broad functional interpretation to this provision; as the authors of the

opinion themselves admit, such an interpretation goes “against the literal wording

of this provision” and could be used to justify the claim that authorisation to

exercise voting rights attached to shares should be obtained before the shares are

purchased. The opposite is the case — the provision has been designed in a

transparent and semantically unequivocal manner. Moreover, it applies to the

competences of a public authority, which — pursuant to legal standards in force in

law-abiding states and the resulting traditional clara non sunt interpretanda

principle — entails an obligation to apply a linguistic interpretation to this provision.

64.3. In the opinion of banking supervision authorities, the temporary failure to maintain the

equity levels required by the Agreement had no impact on the safe and sound

operation of the bank.

64.4. Pursuant to the Accounting Act, the general banking risk reserve is a type of reserve

capital. At the same time, pursuant to the Banking Act, this reserve forms part of the

bank’s core capital and is used to cover unidentified risk arising from banking

activity. Thus the appropriation of earnings to the general risk reserve should be

considered more advantageous from the point of view of the bank’s financial

security than transferring them to the statutory reserve capital, since this reserve

cannot be used for purposes other than covering losses arising from banking activity;

in particular, it cannot be used to pay out dividends.

64.5. Summing up, the minor irregularities found by the Supreme Chamber of Control

cannot be of decisive significance for the issue, i.e. for proving that UCI could in the

future have a detrimental impact on the sound and prudent management of the BPH

S.A. bank. In the opinion of banking supervision authorities, National Labour

Inspectorate reports do not contain information that might have a bearing on the safe

and sound operation of the bank.


65. Article 25 of the Banking Act transposes into Polish legislation the provisions of Article 16 of

Directive 2000/12/EC of the European Parliament and of the Council of March 20, 2000

relating to the taking up and pursuit of the business of credit institutions, pursuant to which:

- The Member States shall require any natural or legal person who proposes to hold, directly or

indirectly a qualifying holding in a credit institution first to inform the competent authorities,

telling them of the size of the intended holding. …,

additionally,

- the competent authorities shall have a maximum of three months from the date of the notification

provided for in the first subparagraph to oppose such a plan if, in view of the need to ensure sound

and prudent management of the credit institution, they are not satisfied as to the suitability of the

person referred to in the first subparagraph.

66. All foreign supervisory authorities that assessed UCI as the investor based their assessments on

the premise of sound and prudent management of the bank and found no reasons to refuse

approvals.

67. Thus the Directive provides for a notification procedure which only enables supervisory

authorities to object where there is a need to ensure the “sound and prudent management of a

credit institution.” It is obvious that any refusal to allow acquirers of shares to make full use of

their property must be treated as an exception. Despite the fact that the Polish regulation still

provides for an authorisation procedure in order to satisfy the disposition of the Directive

concerning the ability of the supervisor to object — and this situation should be considered

more advantageous from the point of view of the supervisor — while analysing and applying

the contents of Article 25, it would be inappropriate to disregard the wording of the relevant

provision of the Directive, particularly in view of the fact that the European Commission’s draft

of amendments to it is currently the object of a heated political debate in the European Union.

68. During the proceedings, necessary measures have been taken in order to comprehensively

examine all aspects of the issue that might be significant from the point of view of the decision

concerning the application submitted by UCI. The evidence collected presents the

circumstances forming the basis for the findings underlying the decision of the CBS in an

exhaustive manner.


69. The analysis of the entire evidence collected during the proceedings indicates in an indisputable

manner that no reasons stipulated in Article 25, para. 7 of the Banking Act of August 29, 1997

are present for the refusal of authorisation for the UniCredito company to exercise more than

66% of voting rights, but not more than 75% of voting rights at the General Meeting of

Shareholders of Bank BPH S.A. with registered office in Kraków, i.e.:

69.1.1 there are no factual or legal grounds to claim that the impact of the Applicant, after

having been granted authorisation to exercise voting rights at the GMS of BPH,

could prove detrimental to the sound and prudent management of the bank;

69.1.2 the funds allocated for the acquisition of shares in the banks have not been obtained

from a borrowing, loan or undocumented sources;

69.1.3 the regulations in force in the place where the Applicant has its registered office do

not prevent the Commission for Banking Supervision from performing effective

supervision.

In view of the aforementioned findings, the decision is justified.


INSTRUCTION

The present resolution is a final administrative decision. A party dissatisfied with the decision may,

within 14 days of its receipt, submit to the Commission for Banking Supervision a motion for

reconsideration of the case pursuant to Article 127, para. 3 of the Code of Administrative Procedure

in connection with Article 11, para. 2 of the Banking Act.

After this procedure has been exhausted, a party may, pursuant to Article 50, Article 52, paras. 1

and 2, Article 53, para. 1 and Article 54, para. 1 of the Act on Proceedings before Administrative

Courts of August 30, 2002 (Dziennik Ustaw — Journal of Laws — No. 153/2002 item 1270 as

amended) complain against the decision of the CBS to the provincial administrative court; the

complaint shall be filed through the Commission for Banking Supervision within 30 days of having

been served the decision concerning the motion for reconsideration.

Chairperson of the

Commission for Banking Supervision

Recipients:

1. UniCredito Italiano S.p.A.

2. Minister of Justice — General Public Prosecutor

Stamp duty amounting to 76 zloty (say: seventy six zloty) has been paid using duty stamps pursuant

to the Act on Stamp Duty of September 9, 2000 — Title 4, para. 41, subpara. 2 of Appendix to the

Act (Dziennik Ustaw — Journal of Laws — No. 253/2004 item 2532 as amended).

Documents

knb 050406 20 - Narodowy Bank Polski - … the Applicant shall resume the action aimed at reducing its involvement in the Merged Bank immediately after such obstacles have disappeared