Arrangement of the Merger Plan of Getin Noble Bank S.A. with Idea Bank S.A.

The Management Board of Getin Noble Bank S.A. (the “Bank”), in relation to the Bank’s current report No 66/2018 of 17 July 2018 — Information on the intention of the main shareholder, Dr Leszek Czarnecki, to consider the consolidation options of Getin Noble Bank S.A. with Idea Bank S.A. — and the Bank’s current report No 74/2018 of 1 August 2018 concerning conclusion, with Idea Bank S.A. (“Idea Bank”), of the Agreement on cooperation in analysing and preparing a merger of the banks, hereby informs that on 17 January 2019, the Bank’s Management Board and the Management Board of Idea Bank, based on the conducted analyses covering the business, financial and legal aspects of the merger, arranged and signed the Merger Plan of Getin Noble Bank S.A. with its registered office in Warsaw with Idea Bank S.A. with its registered office in Warsaw, drawn up in accordance with Articles 498 and 499 of the Act of 15 September 2000 — Code of Commercial Companies (consolidated text: Journal of Laws of 2017, item 1577, as amended) (“CCC”) (the “Merger Plan”).

The merger of the Bank with Idea Bank in accordance with the Merger Plan (the “Merger”) will be carried out in the manner specified in Article 492 § 1 item 1 of the CCC, i.e. by transferring all the assets of the Bank (as the target company) to Idea Bank (as the acquiring company) (merger through acquisition) with simultaneous increase in the share capital of Idea Bank through the issuance of new shares which Idea Bank will grant to the Bank’s shareholders.

The Merger will be effected after obtaining all the approvals and permissions required by law in connection with the Merger, including in particular the consent of the Polish Financial Supervision Authority to the Merger.

In order to effect the Merger under the terms and conditions set out in the Merger Plan, the General Meeting of the Bank and Idea Bank will need to adopt resolutions on expressing consent to the Merger Plan and consent to amendments to the Articles of Association of Idea Bank envisaged in the Merger Plan.

The Merger Plan will be audited by a statutory auditor. The written opinion of the statutory auditor, drawn up in accordance with Article 503 § 1 of the CCC, will be made public immediately upon its receipt by the Bank.

As a result of the Merger, on the date of entry of the Merger in the register competent for the registered office of Idea Bank (the “Merger Date”), Idea Bank will enter into all rights and obligations of the Bank and the Bank will be dissolved without liquidation proceedings.

As of the Merger Date, the Bank’s shareholders will become shareholders of Idea Bank.

After the Merger, Idea Bank will operate under the business name “Getin Noble Bank S.A.”.

The Merger Plan (with appendices) containing detailed information, among others regarding the share exchange ratio, and the report of the Bank’s Management Board justifying the Merger constitute appendices to this current report.

Legal basis: Article [17 paragraph 1] of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.