Bank BPH SA’s intention to integrate with GE Money Bank SA

Announcement No. 45/2008

Bank BPH SA’s intention to integrate with GE Money Bank SA

Bank BPH SA informs that on August 5, 2008 Bank BPH Management Board adopted a resolution on Bank BPH SA’s intention to integrate with GE Money Bank SA.

The planned merger will be performed under Art. 492 § 1 point 1 of the Code of Commercial Companies, i.e. by the transfer of the whole assets of GE Money Bank onto Bank BPH in return for shares, which Bank BPH SA shall issue to GE Money Bank’s shareholders. The merger will depend on the adoption of resolutions concerning integration of Bank BPH and GE Money Bank by both banks’ GSMs, and also on any consents and licenses required for the merger.

Bank BPH and GE Money Bank belong to the same capital group, i.e. General Electric Company. Merging Bank BPH and GE Money Bank, General Electric Company will consolidate its banking operations in Poland.

GE Money Bank, Poland was established in January 2005 through the merger of GE Capital Bank and GE Bank Mieszkaniowy (Housing Bank). GE Money Bank offers personal loans, auto loans, used cars financing program (GEpard), mortgages, credit cards, sales finance products, commercial loans and investment fund units. Headquartered in Gdansk, GE Money Bank offers its products and services throughout a network of branches, agents, brokers, dealers and developers co-operating with GE Money Bank, as well as in retail networks. GE Money Bank employs over 4,000 people in Poland.

Bank BPH is a universal bank servicing private individuals, small and medium sized enterprises and corporate customers. Its rich product offer encompasses i.a. loans, including mortgages, banking cards, saving and deposit accounts, asset management via BPH TFI subsidiary, brokerage services and treasury products. The customers have access to the network of over 200 own branches, partner outlets and alternative distribution channels based on advanced internet and mobile phone solutions, as well as the Call Center.

The planned merger is economically sound and it shall enhance the position of the merged bank and boost its competitiveness. Integration of the banks shall enable the new entity to tap the whole potential of a universal bank, while maintaining competitive edge in consumer finance. It shall also benefit both banks’ customers, who will gain access to a wider products offer and a broader range of traditional and alternative distribution channels. The integration is aimed at continuing existing banks’ operations on the basis of best solutions present in each of them, with the use of optimum infrastructure (including information technology), qualified and experienced staff and an organizational and operational business model stemming from good market practice. With significant growth potential in all banking services segments, the merged Bank will aim at gaining and keeping a leading position in the banking sector.

Legal basis:

§ 5 section 1 point 13 Resolution of the Minister of Finance dated 19 October 2005 on current and regular information submitted by securities issuers.