Getin Noble Bank (GNB)
Current report 19/201201.06.2012
MERGER PLAN OF GET BANK S.A. AND GETIN NOBLE BANK S.A.
The Management Board of Get Bank S.A. (the „Bank”), in connection with the Bank’s Current report 5/2012 dated 4 January 2012 regarding the intended merger of the Bank and Getin Noble Bank S.A. pursuant to Article 492(1)(1) of the Polish Commercial Companies Code (“CCC”) (merger by acquisition) hereby informs that today, i.e. on 7 February 2012 the Management Boards of the Bank and Getin Noble Bank S.A. agreed on and the Supervisory Boards of both Companies accepted the Merger Plan of the Bank and Getin Noble Bank S.A. drawn up according to Article 499(1) and (2) of CCC. As a result of the Companies’ merger the share capital of the Bank shall be increased by PLN 144,617,688.00 as a result of issuing by way of public offering 144.617.688 ordinary bearer shares I series of the Bank with the nominal value of PLN 1.00 each (the “Merger Share Issue Shares”). The Merger Share Issue Shares shall be assigned to the Entitled Shareholders with the use of the following share swap parity to the shareholders of Getin Noble Bank S.A.: 1 share of Getin Noble Bank S.A. shall be exchanged for 2,4112460520 shares of the Bank. In connection with the above the Bank hereby makes the following documents public: 1. Merger Plan of the Bank and Getin Noble Bank S.A. (the “Plan”); 2. Attachment No. 1 to the Plan – draft resolutions on the Companies’ merger; 3. Attachment No. 2 to the Plan – draft amendments to the Articles of Association of Get Bank S.A.; 4. Attachment No. 3 to the Plan – valuation of the property of Getin Noble Bank S.A.; 5. Attachment No. 4 to the Plan – accounting situation of the merging Companies in a form of statements drawn up for the merger purposes; 6. Management Board’s report of Get Bank S.A. with grounds to the merger, drawn up pursuant to Article 501(1) of CCC. At the same time the Bank informs that the accounting situation of the Bank and Getin Noble Bank S.A. presented in the Attachment No. 4 to the Plan is based on the unit financial data regarding both Companies and was prepared using the same methods and in the same format as the last annual balance sheet of the Companies and was not yet audited by the statutory auditor within the meaning of the Polish Accounting Act. LEGAL BASIS: § 5(1)(13) and § 19(2) 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).