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EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 14, 2000 (this "Agreement"), by the
executive officers identified on Schedule A hereto (each, a "Stockholder" and
collectively, the "Stockholders") of The Pioneer Group, Inc., a company
organized under the laws of the state of Delaware (the "Company"), to and for
the benefit of UniCredito Italiano S.p.A, a company organized under the laws of
the Republic of Italy ("Parent").
WHEREAS, as of the date hereof, each of the Stockholders owns of record
and beneficially or has the power to vote the number of shares of the Company's
common stock, par value $.10 per share (the "COMPANY COMMON STOCK"), set forth
opposite such Stockholder's name on SCHEDULE A hereto (such shares, together
with any shares of Company Common Stock acquired by the Stockholders prior to
the termination of this Agreement being referred to herein as the "SHARES")
WHEREAS, concurrently with the execution of this Agreement, Parent and
the Company are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "MERGER AGREEMENT"; capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the Merger
Agreement), pursuant to which, upon the terms and subject to the conditions
thereof, a wholly owned subsidiary of Parent (the "Purchaser") will be merged
with and into the Company (the "MERGER"); and
WHEREAS, as a condition to the willingness of Parent and the Company to
enter into the Merger Agreement, Parent has requested the Stockholders to agree,
and in order to induce Parent to enter into the Merger Agreement, the
Stockholders are willing to agree to vote in favor of adopting the Merger
Agreement and approving the Merger, upon the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this Agreement in
accordance with the terms hereof, each Stockholder hereby agrees that, at the
Company Stockholders' Meeting or any other meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, each Stockholder will vote all of his Shares that
such Stockholder is entitled to vote at such meeting or action (a) in favor of
adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (b) against any action or
agreement that Parent has advised the Stockholder would result in a breach of
any covenant, representation or warranty or and other obligation or agreement of
the Company under the Merger Agreement (subject to the Company's rights under
Section 5.5 of the Merger Agreement) and (c) in favor of any other matter
necessary to consummate the transactions contemplated by the Merger Agreement
that is subject to approval of the Stockholders. Except as set forth in clauses
(a), (b) and (c) of the immediately preceding
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sentence, the Stockholder shall not be restricted from voting in favor of,
against or abstaining with respect to any other matter presented to the
Stockholders of the Company. In addition, each Stockholder agrees that he/she
will, upon request by Parent, furnish written confirmation, in form and
substance reasonably acceptable to Parent, of such Stockholder's vote in favor
of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt
and review of a copy of the Merger Agreement.
Section 2. PROXY. Each Stockholder, by this Agreement, does hereby
constitute and appoint Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and each of
them acting individually, or any nominee of either of such individuals, with
full power of substitution, as such Stockholder's irrevocable proxy and
attorney-in-fact to vote the Shares as indicated in SECTION 1 in the event such
Stockholder fails to comply with his obligations under such section. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by him with respect his Shares.
Section 3. TRANSFER OF SHARES. Each Stockholder severally and not
jointly represents and warrants that he/she has no present intention of taking
action to, prior to the termination of this Agreement in accordance with the
terms hereof, directly or indirectly, (a) to sell, assign, transfer, pledge,
encumber or otherwise dispose of any of the Shares, (b) deposit any of the
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer (including by operation of law) or other
disposition of any Shares.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Each
Stockholder severally and not jointly hereby represents and warrants to Parent
with respect to himself and the ownership of his Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of, or
has the power to vote, his Shares and, if such Stockholder is the
beneficial owner of such Shares, he owns such Shares free and clear of
any liens, claims, charges, encumbrances or voting agreements and
commitments of every kind, other than this Agreement, except as set
forth in the Merger Agreement or the Disclosure Schedules.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
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Section 5. NO SOLICITATION. No Stockholder shall take, directly or
indirectly, (nor shall a Stockholder authorize or permit his representatives, or
to the extent within the Stockholder's control, his affiliates to take) any
action to (i) encourage (including by way of furnishing nonpublic information),
solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any
letter of intent, term sheet or other agreement with respect to any Acquisition
Proposal or (iii) participate in any way in discussions or negotiations with, or
furnish any information to, any person in connection with, or take any other
action to facilitate any inquiries or the making of any proposal that
constitutes, or could reasonably be expected to lead to, any Acquisition
Proposal; PROVIDED, HOWEVER, that nothing in this Section 5 shall prevent the
Stockholder, in his capacity as a director or executive officer of the Company,
from engaging in any activity permitted pursuant to Section 5.5 of the Merger
Agreement. The Stockholder shall immediately cease and cause to be terminated
all discussions or negotiations commenced prior to the date hereof with respect
to any Acquisition Proposal. From and after the date of the execution of this
Agreement, the Stockholder will as promptly as practicable communicate to Parent
orally and in writing any inquiry received by him relating to any Acquisition
Proposal and the material terms of any proposal or inquiry, including the
identity of the person and its affiliates making the same, that he may receive
in respect of any such negotiations or discussions being sought to be initiated
with the Company. The Stockholder shall (i) keep Parent fully informed on a
prompt basis with respect to any developments with respect to the foregoing and
(ii) provide to Parent as soon as practicable after receipt or delivery thereof
with copies of all correspondence and other written material sent or provided to
the Company from any Third Party in connection with any Acquisition Proposal. In
addition, each of the Stockholders of the Company agrees that he will not enter
into any employment, consulting or similar arrangement (or participate in any
negotiations or discussions concerning such arrangements) with any person that
has made an Acquisition Proposal (other than Parent or its affiliates) prior to
termination of this Agreement in accordance with its terms.
Section 6. TERMINATION. This Agreement shall terminate upon the earlier
to occur of (i) the Effective Time or (ii) the termination of the Merger
Agreement in accordance with the terms thereof; PROVIDED that the provisions of
Section 7 of this Agreement shall survive any termination of this Agreement; and
PROVIDED FURTHER that no such termination shall relieve any party of liability
for a breach hereof prior to termination.
Section 7. SPECIFIC PERFORMANCE. The Stockholders acknowledge that
Parent believes that irreparable damage would occur in the event any provision
of this Agreement was not performed in accordance with the terms hereof and that
the parties may be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 8. MISCELLANEOUS.
(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly made or given upon receipt) by
delivery in person, by facsimile, by courier service or by registered
or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance
herewith):
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IF TO PARENT:
UniCredito Italiano S.p.A.
Piazza Cordusio
Milano, Italy
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Head of Finance
Telecopy No.: (011) (3902) 876-309
and EuroPlus SGR S.p.A.
Via Turati
Milano, Italy
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer,
EuroPluc SGR S.p.A.
Telecopy No.: (011) (▇▇▇▇) ▇▇▇-▇▇▇▇
with copies to: Shearman & Sterling
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
and NCTM-▇▇▇▇▇-▇▇▇▇▇▇▇▇, Toffoletto, Montironi &
Soci Studio Legale Associato
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
Attention: Avv. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy No.: (011) (3902) 783-091
IF TO THE STOCKHOLDERS:
c/o The Pioneer Group, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇ and ▇▇▇▇ LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
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(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(c) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms
of this Agreement remain as originally contemplated to the fullest
extent possible.
(d) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, PROVIDED that no party may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement (except as set forth herein) without the prior written
consent of the other parties hereto.
(e) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be heard
and determined exclusively in the courts of the State of Delaware and
the United States District Court for the State of Delaware.
(f) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
STOCKHOLDERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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AGREED AND ACKNOWLEDGED:
UNICREDITO ITALIANO S.p.A
BY: /s/ [signature appears here]
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NAME:
TITLE:
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SCHEDULE A
STOCKHOLDERS
Number of Shares of Company Common
Stock Owned of Record and
Name of Stockholder Address Beneficially
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1. ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. c/o The Pioneer Group, Inc. 3,826,002
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
2. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ c/o The Pioneer Group, Inc. 461,485
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
3. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ c/o The Pioneer Group, Inc. 108,419
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
4. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ c/o The Pioneer Group, Inc. 99,969
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇