THE SECRET AGREEMENT: Erste needs to convince just one of the SIFs to avoid the listing of BCR

Erste is extremely adamant about not wanting to take BCR public, and in order to get its wish, all it has to do is to convince one of the five SIFs, as proven by the agreement to postpone the listing which was signed in the autumn of 2009 by the five SIFs and which was released to the public yesterday by SIF2.

The listing of BCR on the stock exchange is stipulated in the contract for the privatization of the bank, which was signed in 2005, but Erste obtained a reprieve, in agreement with the five SIFs, which own 30% of BCR combined.

According to the agreement, the listing of the Romanian Commercial Bank (BCR) depends on the signing of a written agreement by Erste and at least three of the SIFs, or on the five SIFs submitting a written request for Erste to begin the launch of the listing procedure.

However, Andreas Treichl, the executive chairman of Erste Group, said several times that he would do everything in his power to prevent the listing of BCR.

Given these circumstances, the alternative of having all the five SIFs request the listing remain the only possibility to finally get BCR on the stock exchange, meaning that all the Austrians have to do is to sway one of the SIFs to prevent the listing.

The parties which signed the agreement have agreed that any obligation to list BCR which Erste might have would be postponed until five years will have elapsed from the date of the privatization contract (December 21st, 2005), without changing the initial conditions concerning the listing of the bank.

The signers of the Agreement have agreed that the obligation to take BCR public would be preceded by the issuing of a report to assess the market conditions, even though its results would be merely informative, and they wouldn"t create an obligation to begin the listing of BCR.

"In spite of all this, a decision of any of the parties (...) to initiate the listing of BCR must be reasonably based on the existence of favorable market conditions", the aforementioned Agreement states.

The evaluation would have to be made by a reputed independent international investment firm, which would have to be chosen within 30 days after Erste having received the written request to choose a Consultant, signed by all the SIFs. Erste would have to present the SIFs with a list including three companies, and the Consultant would have to be chosen with the votes of at least three of the five SIFs.

BCR would bear all the costs and fees incurred in the evaluation of the Consultant, as a peer interested in having a perspective on the feasibility of taking the bank public, the Agreement states.

The Consultant would be required to draft the report within two months from the signing of the Contract with BCR.

The Agreement also states that starting with 2010, Erste can launch bids each year to buy the shares in BCR which its employees were awarded as part of the reward program.

The signing parties have also agreed to back each other before the AVAS, in order to get its consent for the modification of the Contract, which would allow the negotiations for the listing of BCR to take place exclusively between the SIFs and Erste.

According to the agreement, each of the SIFs has given Erste a right of first refusal on buying any BCR stock which the SIFs might wish to sell.