Getin Noble Bank (GNB)
Current report 5/201201.06.2012
INTENDED MERGER OF GET BANK S.A. AND GETIN NOBLE BANK S.A.
Current report 5/2012, 4 January 2012 The Management Board of Get Bank S.A. with its registered office in Warsaw (the „Bank”) hereby informs that on 4 January 2012 it has received from its plenipotentiary the confirmation of filing to the Polish Financial Supervision Authority an application for permission to merge with Getin Noble Bank S.A. with registered office in Warsaw (“GNB”) (the “Application”). The Application has been filed on the basis of the Bank’s strategy for the years 2012-2014, adopted and accepted by the Management Board and the Supervisory Board of the Bank and by the Management Board of GNB. According to the Application, the merger of the Bank and GNB shall follow, under Article 492(1)(1) of the Polish Commercial Companies Code (K.S.H.), by transferring all the assets of GNB to the Bank (merger by acquisition) and increasing the share capital of the Bank by the value of new merger shares to be issued to shareholders of GNB other than the Bank (the “Entitled Shareholders”). According to Article 514(1) K.S.H. the Bank shall not be allowed to take up its own shares for the shares it holds in GNB. As the result of the merger the Entitled Shareholders shall become shareholders of the Bank as of the merger date, i.e. as of the date the merger has been entered into the register having the jurisdiction over the registered office of the Bank. The share swap parity shall be set on the basis of the share valuation. Conditions of the merger include the following: (i) the Polish Financial Supervision Authority’s consent to the merger under Article 124(1) of the Banking Law; (ii) the Polish Financial Supervision Authority’s consent to the changes to the Articles of Association of the Bank under Article 34(2) in connection with 31(3) of the Banking Law; (iii) the Polish Financial Supervision Authority’s declaration of equivalence of the form and content of the Information Memorandum of the Bank with those required in the prospectus under the Polish Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies; (iv) no objection by the Polish Financial Supervision Authority against the Bank’s acquisition of the shares of Noble Securities S.A. and Noble Funds TFI S.A.; (v) no objection by the Polish Financial Supervision Authority against the indirect acquisition of the shares of Noble Funds TFI S.A. by Mr. Leszek Czarnecki; GNB forms a capital group which specializes above all in banking services both for natural persons – retail customers and for private banking customers sector, as well as for corporate clients (small and medium business banking, corporations) and budgetary units. Moreover, GNB itself or the companies from its group provide factoring, leasing, funds and assets management, brockerage, vindication services as well as concierge services for wealthy customers. The Bank is a retail bank granting credits for real estate purchase and offering credit cards, personal accounts and term deposits as well. The Bank owns GNB shares, which constitute 93,71 % of the GNB capital share. The main rationale for the merger is the intended consolidation of the Bank’s and GNB activities. The main goal to be achieved as the result of the banks’ merger include creation of a fully universal bank, i.e. offering rich variety of products both financial, savings and investment ones, rich variety of additional services easy to reach due to the usage of different contact channels with the customers, including traditional bank outlets and internet platform and which above all presenting its offer both to individual and corporate clients. Combining the banks’ market know-how and carefully examining their areas of business will allow the banks to create synergies, both operational synergies - including elimination of repeated processes, optimization of activities based on the banks’ combined experience as well as financial synergies – achievement of higher effectiveness by economies of scale, increased product and services profitability and above all enhanced market position which implies higher benefits for the shareholders. The merger will generate added value for the customers of both institutions. The resulting wider range of products and services, richer services offer, better access and the combined resources of expertise and experience will directly translate into increased convenience for the banks’ customers and enhanced positive market perception of both institutions. Moreover, the merger will make it possible to offer customers the complementary products now offered separately by the banks, and for the customers the Bank will make it possible to enjoy the products unavailable in their bank’s offer so far. Both banks, based on its business analysis, shall carry out the integration process in the highest possible way of effectiveness, safety and causing no difficulties for the customers. Having In mind the range and scope of the Bank’s operations, the merger with GNB shall not significantly influence its current strategic guidelines, including GNB’s product policy. The merger plan, management board’s report as well as other documents regarding the merger required by the provisions of the Polish Commercial Companies Code the Bank shall announce after they have been adopted and accepted by the appropriate bodies of the Bank. LEGAL BASIS: § 5(1)(13) and § 19(1) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259 with later amendments).