RB-24-2019 Signing of the Agreement on the Settlement Regarding ZUS KSI
With reference to current reports no. RB-2-2019 of the 20th of February, 2019 on receipt of a statement from the Social Insurance Institution (“ZUS”) on the partial termination of an obligation relationship arising under a contract for the provision of maintenance services of the KSI ZUS Comprehensive IT System and no. RB-5-2019 of the 11th of April, 2019 on receiving from CaixaBank S.A., a branch in Poland, information on the receipt of the ZUS’ request for the payment of PLN 24,203,300.40 by consortium of Comarch SA and Comarch Polska S.A. (hereinafter referred to as "Comarch") in relation to the due performance bank guarantee in reference to the Agreement for the supporting, operation and maintenance service of the Comprehensive Information System KSI ZUS ("Agreement") as well as current reports no. RB-6-2019 of the 26th of April, 2019, RB-12-2019 of the 29th of May, 2019, RB-13-2019 of the 25th of June, 2019 and RB-22-2019 of the 1st of August, 2019, regarding deferral of execution of the payment request, last deadline until the 16th of September, 2019, Management Board of Comarch S.A. informs about the conclusion on the 27th of August, 2019 of an agreement between ZUS and Comarch regarding the commitment of the parties to conclude a settlement on the 8th of November, 2019 as part of the conciliation ("Settlement").
As part of the agreement, the parties agreed that the Settlement will include, among others:
- a decision according to which Comarch and ZUS - despite the fact that they remain in conflicting positions as to whether there were circumstances justifying a partial termination of the Agreement - in order to set aside the dispute confirm that ZUS's statements on partial termination of the Agreement ("ZUS’ Statements") had an effect on the date of their delivery to Comarch, in the form of a partial termination of the Agreement, to the extent specified in the ZUS’ Statements;
- Comarch's waiver, on the day of the Settlement, of all claims against ZUS related to the implementation of the Agreement until the 27th of August, 2019, including in particular, claims related to ZUS’ Statements, the waiver does not include Comarch's claims for payment of remuneration for the benefit services covered by the Agreement in the part not covered by ZUS’ Statements;
- ZUS's waiver of claims against Comarch arising from disputable circumstances covered by the Settlement, including in particular, claims related to ZUS’ Statements, the waiver does not apply to ZUS’ claims arising from the performance of the Agreement in the binding part;
- a decision that ZUS will withdraw the payment request submitted to the bank from the due performance bank guarantee in relation to this the Agreement.
If the Settlement is concluded within the period provided for in the agreement, the Comarch Group will dissolve provisions in the amount of PLN 24,203,300.40, which were included in the financial statements of the Comarch Group for 2018, which will result in a corresponding increase in the operating result and net result of the Comarch Group for the third quarter of 2019.
As part of the agreement, the parties agreed that the Settlement will include, among others:
- a decision according to which Comarch and ZUS - despite the fact that they remain in conflicting positions as to whether there were circumstances justifying a partial termination of the Agreement - in order to set aside the dispute confirm that ZUS's statements on partial termination of the Agreement ("ZUS’ Statements") had an effect on the date of their delivery to Comarch, in the form of a partial termination of the Agreement, to the extent specified in the ZUS’ Statements;
- Comarch's waiver, on the day of the Settlement, of all claims against ZUS related to the implementation of the Agreement until the 27th of August, 2019, including in particular, claims related to ZUS’ Statements, the waiver does not include Comarch's claims for payment of remuneration for the benefit services covered by the Agreement in the part not covered by ZUS’ Statements;
- ZUS's waiver of claims against Comarch arising from disputable circumstances covered by the Settlement, including in particular, claims related to ZUS’ Statements, the waiver does not apply to ZUS’ claims arising from the performance of the Agreement in the binding part;
- a decision that ZUS will withdraw the payment request submitted to the bank from the due performance bank guarantee in relation to this the Agreement.
If the Settlement is concluded within the period provided for in the agreement, the Comarch Group will dissolve provisions in the amount of PLN 24,203,300.40, which were included in the financial statements of the Comarch Group for 2018, which will result in a corresponding increase in the operating result and net result of the Comarch Group for the third quarter of 2019.