Annex 4 to Noble Bank S.A. and Getin Bank S.A. Merger Plan. dated 29 January 2009

Transcription

1 Annex 4 to Noble Bank S.A. and Getin Bank S.A. Merger Plan dated 29 January 2009 Warsaw, 29 January 2009 Information on the financial situation of the company, prepared as a statement prepared for the purposes of the merger The Management Board of Noble Bank S.A., a company based in Warsaw, Poland ( the Company ) states that the Company s financial situation as shown in its books of account as at 31 December 2008 was consistent with the following documents attached to this statement: Balance Sheet prepared as at 31 December 2008, Profit & Loss Account for the financial year ended 31 December The above documents as parts of the financial statements have been prepared using the same methods as the last annual balance sheet and have not been examined by an auditor in the meaning of the Polish Accounting Act. (For signatures see the next page.)

2 Management Board of Noble Bank S.A. Jarosław Augustyniak Management Board Chairman Krzysztof Spyra Management Board Member Maurycy Kühn Management Board Member Bogusław Krysiński Management Board Member

3 Noble Bank s Balance Sheet as at 31 December 2008 PLN 000 ASSETS Cash and balances with the Central Bank 83,762 Amounts due from banks 945,661 Derivative financial instruments 84,939 Loans to customers 3,872,509 Financial instruments available for sale 476,439 Investments in subsidiaries 90,506 Intangible assets 4,000 Tangible fixed assets 14,353 Fixed assets classified as held for sale 52 Income tax assets 71,074 Current income tax assets 17,396 Deferred income tax assets 53,678 Other assets 9,582 TOTAL ASSETS 5,652,877 LIABILITIES AND EQUITY Liabilities Amounts due to other banks and financial institutions 500,575 Derivative financial instruments 496,480 Amounts due to customers, including 3,490,168 Financial liabilities measured at fair value through profit or loss 221,054 Issue of debt securities 414,150 Other liabilities 20,330 Provision for deferred income tax 83,510 Provisions 52 TOTAL LIABILITIES 5,005,265 Equity 647,612 Share capital 215,178 Retained profit (uncovered loss) 955 Net profit 163,519 Other funds, reserves and capital 267,960 Total equity 647,612 TOTAL LIABILITIES AND EQUITY 5,652,877

4 Noble Bank s Profit & Loss Account for the period from 1 January 2008 to 31 December 2008 Continued operations PLN 000 I. Interest income 251,262 II. Interest expense 182,805 III. Net interest income 68,457 IV. Fee and commission income 39,943 V. Fee and commission expense 14,541 VI. Net fee and commission income 25,402 VII. Dividend received 32,800 VIII. Gain (loss) in financial instruments measured at fair value 35,675 IX. Gain (loss) on other financial instruments 70 X. Foreign exchange gain (loss) 91,978 XI. Other operating income 12,927 XII. Other operating expense 3,122 XIII. Other net operating income and expense 170,328 XIV. Impairment losses of loans and leases 5,071 XV. General administrative costs 73,990 XVI. Profit (loss) on operating activities 185,126 XVII. Gross profit 185,126 XVIII. Income tax 21,607 XIX. Net profit 163,519

5 Warsaw, 29 January 2009 Information on the financial situation of the company, prepared as a statement prepared for the purposes of the merger The Management Board of Getin Bank S.A., a company based in Katowice, Poland ( the Company ) states that the Company s financial situation as shown in its books of account as at 31 December 2008 was consistent with the following documents attached to this statement: Balance Sheet prepared as at 31 December 2008, Profit & Loss Account for the financial year ended 31 December The above documents as parts of the financial statements have been prepared using the same methods as the last annual balance sheet and have not been examined by an auditor in the meaning of the Polish Accounting Act. (For signatures see the next page.)

6 Management Board of Getin Bank S.A. Michał Handzlik acting Management Board Chairman Łukasz Bald Krzysztof Basiaga Jakub Malski Grzegorz Tracz

7 Getin Bank S.A. s Balance Sheet as at 31 December 2008 (All the figures are in PLN 000.) ASSETS 31 December 2008 I. Cash and balances with central bank 1. Current account 2. Mandatory reserve 3. Other 512, , II. Debt securities eligible for rediscounting at central bank 116 III. Amounts due from the financial sector 1. Current account 2. Term IV. Amounts due from customers 1. Current account 2. Term V. Amounts due from the public sector 1. Current account 2. Term VI. Amounts due in respect of the purchase of securities under repurchase agreements VII. Debt securities 1. Issued by banks 2. Issued by the State Treasury and local authorities 3. Other VIII. Shares in subsidiaries 1. In financial institutions 2. In other entities IX. Shares in cosubsidiaries 1. In financial institutions 2. In other entities X. Shares in associates 1. In financial institutions 2. In other entities XI. Shares in other entities 1. In financial institutions 2. In other entities 2,122,813 1,219, ,027 17,680, ,382 17,551,903 9,813 9,813 2,879, ,862 1,946, ,333 5,085 3,560 1,525 2,845 1,707 1,138 XII. Other securities and other financial assets 48,569 XIII. Intangible assets, including Goodwill 63,638 30,784 XIV. Tangible fixed assets 131,236 XV. Other assets 1. Assets repossessed 2. Other XVI. Prepayments and deferred costs 1. Deferred income tax 2. Other prepayments and deferred costs 34,080 34, , ,629 20,416 TOTAL ASSETS 23,966,749

8 Getin Bank S.A. s Balance Sheet as at 31 December 2008 (All the figures are in PLN 000.) LIABILITIES 31 December 2008 I. Amounts due to Central Bank II. Amounts due to the financial sector 1. payable on demand 2. with agreed maturities or notice periods III. Amounts due to customers 1. Savings accounts, including a) payable on demand b) with agreed maturities or notice periods 2. Other, including a) payable on demand b) with agreed maturities or notice periods IV. Amounts due to the public sector 1. payable on demand 2. with agreed maturities or notice periods 3,302,237 31,087 3,271,150 14,738,893 14,018, ,773 13,269, , , , , ,042 55,312 V. Liabilities in respect of securities sold under repurchase agreements VI. Debt securities in issue 814,238 VII. Other liabilities in respect of financial instruments 1,336,113 VIII. Special funds and other liabilities 230,802 IX. Accruals, deferred income, and items in suspense 1. Accrued expenses 2. Negative goodwill 3. Other deferred income and items in suspense X. Provisions 1. Deferred tax provision 2. Other 350,153 33, , , ,912 33,982 XI. Subordinated liabilities XII. Basic capital (funds) 336,356 XIIa. Basic capital (funds) not registered with the companies registry XIII. Subscribe capital unpaid (negative) XIV. Treasury shares (negative) XV. Supplementary capital (fund) 1,153,060 XVa. Supplemetary capital (fund) not registered with the companies registry XVI. Revaluation reserve 17,271 XVII. Other reserves 1 General bank risk fund 32,500 32,500 XVIII. Previous years profit (loss) XIX. Net profit (loss) 377,878 TOTAL LIABILITIES 23,966,749

9 Getin Bank S.A. s Profit & Loss Account (All the figures are in PLN 000.) I. Interest income 1. from financial institutions 2. from nonfinancial institutions 3. from the public sector 4. from fixed income securities II. Interest expense 1. from financial institutions 2. from nonfinancial institutions 1 Jan Dec ,477, ,082 1,192,938 1, ,780 (954,528) (307,370) (591,020) (56,138) 3. from the public sector III. Net interest income 522,518 IV. Fee and commission income 331,670 V. Fee and commission expense (41,710) VI. Net fee and commission income 289,960 VII. Income from shares, other securities and other financial instruments with variable yield 1. from subsidiaries 2. from cosubsidiaries 3. from associates 4. from other entities VII. Income from shares, other securities and other financial instruments with variable yield 1. from subsidiaries 2. from other entities VIII. Gain (loss) on financial operations 1. with securities and other financial instruments 2. other 6,090 6, , ,069 (5,394) IX. Foreign exchange gain (loss) 237,234 X. Profit (loss) from banking activities 1,195,477 XI. Other operating income 39,089 XII. Other operating expense (22,095) XIII. Bank s overheads (412,913) 1. Wages and salaries (161,849) 2. Insurance and other charges (27,364) 3. Other (223,700) XIV. Depreciation and amortisation (31,039) XV. Provisions for remeasurement 1. Specific provisions and general banking risk reserves 2. Remeasurement of financial assets XVI. Release of provisions and reversal of measurement 1. Release of specific provisions and general banking risk reserves 2. Release of the remeasurement of financial assets (516,572) (516,572) 212, ,593 1,000 XVII. Net provisions and remeasurement (303,979) XVIII. Operating profit 464,540 XIX. Net extraordinary gains (losses) 1. Extraordinary gains 2. Extraordinary losses XX. Profit (loss) before tax 464,540 XXI. Income tax expense (88,200) XXII. Other mandatory profit reductions (loss increases) XXII. Share in profits (losses ) of subordinated entities measured using the 1,538 equity method XXIII.Net profit (loss) 377,878