GETIN Holding S.A. ul. Gwiaździsta 66, 53-413 Wrocław tel. +48 71 797 77 77, fax +48 71 797 77 16 KRS 0000004335 District Court in Wrocław, the 6th Commercial Division of the National Court Register Getin Noble Bank S.A. 07 1560 1108 0000 9060 0038 6802 NIP: 895-16-94-236 Share capital: PLN 731,235,042 (fully paid up) www.getinholding.pl (Current Report No. 27/2014) 09.07.2014 Issuer's subsidiary enters into a significant agreement and purchases assets of substantial value Getin Holding S.A. ("Issuer") hereby reports that today, i.e. on 9 July 2014 it has been informed that on 9 July 2014 Idea Expert S.A ("Company"), indirectly controlled by the Issuer through Idea Bank S.A. (the Issuer holds 78.08% shares in the share capital of Idea Bank S.A., Idea Bank S.A. holds 100% shares in the Company's share capital) concluded with LC Corp BV based in Amsterdam (the Netherlands), Merlya Holding Limited based in Nicosia (Cyprus), and authorities of GetBack S.A ("GetBack") ("Present Shareholders", "Seller") an agreement to sell shares in GetBank ("Agreement"). The subject matter of the Agreement is the Company's purchase of 20,000,000 shares in GetBank with the face value of PLN 0.2 each ("Shares") that constitute 100% of all votes at general meetings of GetBack and 100% of its share capital, for the total price of PLN 250,000,000 ("Price") from the Present Shareholders. The Price shall increase by PLN 20,000,000 provided that the following conditions have been satisfied jointly: (i) GetBack annual report for 2014 approved by the general meeting discloses a net result of PLN 35,000,000 (thirty-five million zloty) or higher, and (ii) GetBack annual report for 2015 approved by the general meeting discloses a net result of PLN 55,100,000 (fifty-five million one hundred thousand zloty) or higher ("Upside Amount"). The averaged two appraisals of GetBack made by Millenium Dom Maklerski S.A. and Dom Maklerski mBanku S.A. totalled PLN 446.5 million (the appraisal assumed that the net profit generated by GetBack in 2014 totals PLN 35 million, and in 2015 – PLN 55.1 million). The investment is long-term by nature. The Agreement provides that the Price shall be paid by the Company within 5 business days upon the allocation of bonds issued by the Company in order to raise funds for financing the Prise for Shares, however not later than on 31 December 2014. Whereas the Upside Amount, if any, shall be paid within 30 days upon the approval of the annual report of GetBack for 2015 by the general meeting of GetBack. The acquisition of the Shares and payment the Price and the Upside Amount shall be effected through Dom Maklerski Noble Securities S.A. The Agreement does not provide for any liquidated damages. The Issuer also reports that upon the conclusion of the Agreement, the Company purchased the Shares on 9 July 2014 from the Sellers through Dom Maklerski Noble Securities S.A. The criterion for considering the Agreement as significant and the Shares as assets of substantial value is their value exceeding 10% of the Issuers' equity. The Price shall be financed from the funds raised from the sale of the Company's corporate bonds. Both the Issuer, LC Corp based in Amsterdam, and the Company are related entities, within the meaning of provisions set forth in § 2 (1)(32) the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (J.L. dated 2014, item 133). The Issuer, LC Corp BV, and the Company are controlled by Dr. Leszek Czarnecki. Dr. Leszek Czarnecki holds: directly 100% stake in LC Corp BV, directly and indirectly – among others through LC Corp BV and the Issuer – 56.98% shares in the Issuer's share capital conferring the right to 56.98% votes at the Issuer's general meetings, directly and indirectly – though the Issuer and LC Corp BV – 89.84% shares in the share capital of Idea Bank S.A. conferring 90.04% votes at general meetings of Idea Bank S.A., indirectly – through Idea Bank S.A. – 100% shares in the Company's share capital, conferring 100% votes at the Company's general meetings; LC Corp BV holds: directly 42.77% shares in the Issuer's share capital, conferring the right to 42.77% votes at the Issuer's general meetings, directly and indirectly – through the Issuer – 88.07%% shares in the share capital of Idea Bank S.A. conferring the right to 88.30% votes at general meetings of Idea Bank S.A., and indirectly – though Idea Bank S.A. – 100% shares in the Company's share capital, conferring 100% votes at the Company's general meetings; the Issuer holds directly: 78.08% shares in the share capital of Idea Bank S.A., conferring the right to 78.50% votes at general meetings of Idea Bank S.A., and indirectly – through Idea Bank S.A. – 100% shares in the Company's share capital, conferring the right to 100% votes at the Company's general meetings. Furthermore, between the Issuer and the Company there are the following connections: Mr. Remigiusz Baliński is Vice Chairman of the Issuer's Supervisory Board and Vice Chairman of the Company's Supervisory Board, Ms. Izabela Lubczyńska is Member of the Issuer's Management Board and Member of the Company's Supervisory Board. Legal basis: 56 (1)(2) of the Act on Public Offer and Conditions of Introducing Financial Instruments to the Organized Public Trading and Public Companies dated 29 July 2005 (J.L. dated 2013, item 1382), in connection with §5 (1)(1) and (3) of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (Journal of Laws dated 2009, item 133).