CAPITAL GROUP GETIN HOLDING S.A. REPORT ON OPERATIONS OF THE CAPITAL GROUP AND ISSUER FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2012

Transcription

1 CAPITAL GROUP GETIN HOLDING S.A. REPORT ON OPERATIONS OF THE CAPITAL GROUP AND ISSUER FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2012 Wrocław, dated August 29, 2012

2 Contents 1. The main successes and failures of Getin Holding Capital Group in H Description of material unusual events or factors that considerably affected Getin Holding Group s financial results Seasonal or cyclical fluctuations in the Group's operations in H The consequences of the changes to the Capital Group structure The Management Board s position concerning potential accomplishment of previously published forecasts for the given year and comparison of the data presented in the semi-annual statement to the forecasts Information about changes of ownership of significant blocks of shares List of changes of the number of shares owned by members of management and supervisory boards List of pending court proceedings Information about conclusion by the Issuer or its subsidiary of a single or more transactions with a related entity, if the transaction or transactions were material and concluded on terms other than applying the arm's length principle Information about granting by the Issuer or its subsidiary of a loan or credit guarantee or a guarantee of the value of at least 10% of the Issuer s equity List of factors that in the Issuer s opinion will affect the Capital Group's results in at least one quarter to come Other information the Issuer finds important for assessment of its employment, property, financial situation, financial result and their changes as well as information important for assessment of the Issuer s ability to pay its liabilities...15

3 The main successes and failures of Getin Holding Capital Group in H Getin Holding Getin Holding share price: PLN 20% 3,1 15% 10% 2,9 5% 2,7 0% -5% 2,5-10% 2,3-15% -20% 2,1-25% -30% -35% 1,9 1,7-40% -45% 1,5-50% 1,3 WIG 20 WIG BANKS MWIG 40 GH share price I. Division of Getin Holding In Q1 2012, Getin Holding completed the spin-off process conducted under Art. 529 (1)(4) of the Code of Commercial Companies and Partnerships, that is through spinning off a part of an organized enterprise operating as the Branch in Warsaw to Get Bank S.A. (presently Getin Noble Bank S.A.). The Branch of Getin Holding was responsible for domestic banking operations and related business, and its assets comprised, among others, a block of 93.71% shares in Getin Noble Bank held by Getin Holding. On , the District Court for the capital city of Warsaw, the 13th Commercial Division of the National Court Register registered an increase in the share capital of Get Bank from PLN 103,060 thousand to PLN 2,245,525,631, i.e. by the amount of PLN 2,142,465,631 by issuing in a public offering of 2,142,465,631 H-series ordinary bearer shares in Get Bank with the face value of PLN 1 each. Consequently, the division of Getin Holding became effective. On , A-series to H-series bearer shares in Get Bank with the face value of PLN 1 each were introduced to trading on the Warsaw Stock Exchange S.A. In consequence of the spin-off, existing shareholders of Getin Holding received, under applicable law provisions, newly issued shares in Get Bank, proportionally to their stake held in Getin Holding, applying a share swap parity, i.e shares for each Getin Holding share. 3

4 As a result of the division two capital groups emerged: Getin Holding Group comprising Idea Bank (Poland) and units conducting other financial operations, including insurance companies (TU Europa and its subsidiaries TUnŻ Europa and Open Life), and units conducting international financial operations (Getin International S.A, Carcade, Kubanbank, Idea Bank Ukraine, TU Europa Ukraine, TU Europe Life Ukraine and Sombelbank); and the capital group comprising Get Bank and Getin Noble Bank with their subsidiaries (as a result of the merger of Get Bank (acquiring company) with Getin Noble Bank (the acquired company), Get Bank changed its name to Getin Noble Bank S.A.). As a result of the spin-off, after the WSE session held on , Getin Holding was delisted from WIG20 and listed on mwig40. II. Sale of TU Europa shares In H1 2012, Getin Holding carried on the process of sale of shares in TU Europa started in 2011 under a conditional agreement concluded with Talanx International AG based in Hannover and Meiji Yasuda Life Company, based in Tokyo, concerning the sale of 4,725,001 ordinary bearer shares in TU Europa by Getin Holding to Talanx. The shares account for 50% of TU Europa share capital + 1 share in TU Europa, carrying the right to 4,725,001 votes at TU Europa general meetings (i.e. 50% + 1 vote). The contractual price for the shares totals PLN 911,925 thousand, i.e. PLN 193 for one share. On , the President of the Office for Competition and Consumer Protection issued a decision on consenting to concentration, i.e. Talanx and Meiji Yasuda's talking control over TU Europa, hence one of the conditions precedent specified in the aforementioned agreement was fulfilled. On , Getin Holding S.A. reported satisfaction of another legal condition, i.e. the KNF's decision issued on , on non-expressing objection to Talanx and Meiji Yasuda's purchase of shares in TU Europa S.A. On , Getin Holding reported that all conditions set forth in the aforementioned agreement had been fulfilled. Therefore, on , Getin Holding sold the shares in TU Europa in response to a tender offer for subscription for 100% shares in TU Europa. Furthermore, under the said agreement Getin Holding is obliged not to dispose of the remaining 1,563,413 ordinary bearer shares in TU Europa accounting for 16.54% of TU Europa s share capital for the period of 5 years after the sale date, to enter into a subsequent lock-out agreement for a subsequent period of 5 years, should it be required under provisions of the agreement, and to pay Talanx a contractual penalty of EUR 50 million if it breaches the aforementioned obligation and makes it impossible for the purchasers to acquire the remaining shares under put/call options set forth in the agreement. On , TU Europa shareholders, i.e.: Getin Holding, Talanx and Meiji Yasuda executed an agreement concerning TU Europa set forth in Art. 87 (1)(5) and (6) of the Act on Public Offer and Conditions of Introducing Financial Instruments to the Organized Public Trading and Public Companies. In the agreement the parties agreed as follows: (i) the parties shall act in concert to purchase 517,980 shares in TU Europa carrying 5.48% votes at general meetings of shareholders of TU Europa, by demanding from other shareholders of TU Europa that they sell all their shares in TU Europa in compliance with Art. 82 of the Act on Public Offering; (ii) Talanx shall vote for appointment of one member of TU Europa Supervisory Board named by Meiji Yasuda and one member of TU Europa Supervisory Board named by Getin Holding at the nearest general meeting of shareholders of TU Europa, and to vote each time for appointment and/or dismissal of member(s) of TU Europa Supervisory Board previously named by Meiji Yasuda and Getin Holding at a general meeting of 4

5 shareholders of TU Europa in the event when respectively Meiji Yasuda or Getin Holding demand that the Supervisory Board composition be changed ; (iii) the parties to the agreement shall jointly convene a general meeting of shareholders of TU Europa, in accordance with Art. 91 (5) and (8) of the Act on Public Offering, and shall vote for a resolution on restoration of a material form of TU Europa s shares. III. Other material events Getin Holding On , Getin Holding, pursuant to an agreement concluded with Getin Noble Bank S.A., purchased 9,872,629 registered shares in Idea Bank with the face value of PLN 2 each, accounting for % of the share capital of Idea Bank and carrying % votes at general meetings of shareholders of Idea Bank for PLN 198,530 thousand. The parties agreed that the purchase price shall be paid in one payment by As a result of that transaction Getin Holding held 26,644,564 registered shares in Idea Bank S.A. accounting for 100% of the share capital of Idea Bank S.A. and carrying the right to 100% votes at general meetings of Idea Bank. On , the District Court for the capital city of Warsaw, the 13th Commercial Division registered an increase in the share capital of Idea Bank by PLN 24,057,188 through the issuance of 12,028,594 I-series ordinary registered shares with the face value of PLN 2 each. The shares were taken and paid up with cash of PLN 245,022 thousand by Getin Holding. As a result of that transaction Getin Holding held 38,673,158 registered shares in Idea Bank, accounting for 100% of the share capital of Idea Bank and carrying the right to 100% votes at general meetings of Idea Bank. Idea Bank Group (Poland) In H1 2012, Idea Bank Group made a net consolidated profit of PLN 12,694 thousand. The dynamic growth of the bank s capital group was reflected in a considerable increase of the interest income to PLN 30,067 thousand, as compared to PLN 10,759 thousand in the corresponding period in 2011, which means a 179% rise. Similarly, the income on fees and commissions increased considerably to PLN 90,319 thousand (14,587 thousand in H1 2012). The sales volume in the reporting period totalled PLN 1,008 million, as compared to PLN 663 million in H1 2011, which means a 52% growth. Such a significant growth in income and loan sales volume resulted from expanding both the bank's product range and its distribution network after taking over branches of Get Bank (currently Getin Noble Bank S.A.). As at the end of H1 2012, the group s loan balance totalled PLN 2,403 million, while the deposit balance reached PLN 2,872 million. The bank's capital group operating expense in the reporting period totalled PLN 100,5 million, as compared to PLN 15,2 million in the corresponding period in The increase results from increased overhead costs generated by the expanded distribution network. The bank not only launched its own new products, but it is also developing a procedure for distributing investment products developed by and in cooperation with other companies, in return for agent commission. As at , the bank operated through 46 own branches. The consolidated solvency ratio stood at 13.61%, while the unit solvency ratio 9.27%. In the reporting period, Idea Bank had an increase of its share capital to PLN 77,346,316 registered, which is reported in detail hereinabove. Furthermore, in H1 2012, the company purchased 74% shares in Tax Care S.A. ( Tax Care ), which is reported in detail in 5 hereof. Financial results of Tax Care 5

6 have been included in the bank s consolidated financial report since Net income of Tax Care for June 2012 amounted to PLN 2,853 thousand. In H1 2012, Idea Expert (previously: Powszechny Dom Kredytowy), along with its subsidiary, incurred a loss of PLN 1,557 thousand. The company is currently reorganizing both its distribution network and headquarters (fixed costs). It is an ongoing dynamic process that has brought such results as renegotiated higher commission fees from financial institutions, or widening the product range. In January and February 2012, the company incurred a loss, but since March it has been making a net profit. In the reporting period, the main areas of the operations of Idea Expert did not change and the company focused on mortgage and car loans distribution. Idea Bank Group (Ukraine) In H1 2012, Idea Bank (Ukraine) made a net profit of UAH 16,935 thousand (PLN 6,848 thousand),as compared to a loss of UAH 22,605 thousand (PLN 7,922 thousand) in the corresponding period in The following events materially affected the bank's financial result in the reporting period: (a) faster than expected turnover of loan balance for two flagship products car loans and cash loans (earlier repayments, higher amounts of conversion of loans to new clients to loans to regular clients); (b) fall of market deposit interest rates after the UAH liquidity crisis at the end of 2012 and their adjustment to the level from the end of 2011 in the final months of the reporting period; (c) the project of restructuring the old loans balance started at the end of 2011 and was carried on throughout the entire reporting period; (d) increased fees and commissions charged to clients applying for bank loans. The main achievements of Idea Bank (Ukraine) include: defending the leader's position in the car loans market, position among top ten banks in the ranking of "50 leading banks in Ukraine" in the categories of car loans and cash loans, intensified local currency deposit acquisition which allowed for earlier resignation from expensive back-to-back transactions in the interbank market, and earlier repayment of the loan to Getin Noble Bank S.A. Furthermore, in the reporting period the bank expanded its distribution network to 60 branches and now is present in 20 out of 25 regions in Ukraine. The bank complies with all standards imposed by the National Bank of Ukraine, and its stable financial standing was confirmed by the upgraded in December 2011 and confirmed in March 2012 rating uabbb+, granted by the consumer reporting agency Credit Rating that monitors financial standing of banks in Ukraine. The liquidity crisis (of the local currency) in the Ukrainian banking sector at the end of 2011 resulted in the price war among banks fighting for deposits and the necessity to introduce provisional loan quotas (mainly for car loans). Consequently, in order to maintain its dynamic sale of loans, the bank was forced to offer deposits at higher rates, which resulted in the increase of financing cost. Hence: in the opening balance for 2012, a substantial pool of deposits raised at high price was reported; the average deposit term shrank, since the bank had changed its pricing strategy in the face of increasing rates (in order to avoid high financing cost in a long term, the bank raised shorter term deposits). 6

7 The negative consequences of increased financing costs were partially compensated with earlier resignation from expensive back-to-back transactions and earlier repayment of the loan to Getin Noble Bank S.A. In May and June 2012, more symptoms of the UAH liquidity crisis were observed considerable increase of rates offered in the market and instability of bank deposits value growth. As at the end of 2011, the bank launched a pilot project of the old loan portfolio reorganization. In the reporting period the bank carried out the reorganization of still bigger pools of loans and depending on the monitored results it will take relevant decisions regarding continuation of that project. Successful loans restructuring should have material impact on the company's financial result. Sombelbank In H1 2012, Sombelbank reported a net profit of BYR 35,085 million (PLN 14,279 thousand), however due to the fact that the Belarusian economy was considered as hyperinflationary, the bank made an adjustment decreasing its profit by BYR 14,232 million (PLN 5,792 thousand). Upon the adjustment, the bank's net profit for H totalled BYR 20,853 million (PLN 8,487 thousand). In H1 2012, the bank's assets grew by 41% as compared with the data reported on amounting to BYR 1,035,323 million (PLN 421,376 thousand). The bank's loan portfolio of increased by 53% as compared to , amounting to BYR 620,742 million (i.e. PLN 252,642 thousand). In H1 2012, the bank sold the following loan products: cash loans of BYR 261,301 million (PLN 106,350 thousand); non-cash loans of BYR 155,157 million (PLN 63,149 thousand); loans to companies of BYR 54,710 million (PLN 22,267 thousand); car loans of BYR 6,027 million (PLN 2,453 thousand). Sombelbank expanded its sales network by 4 new branches, launched new loan products and was developing the network of selling its products through car dealers. In the discussed period, the bank complied with all standards of secure operations imposed by the National Bank of Belarus. Europa Capital Group Information on Europa Capital Group companies covers the period from till the date of Getin Holding s sale of a block of shares in TU Europa, which is reported in detail in (1) hereof, i.e. till The consolidated net profit earned by Europa Capital Group for the period from to totalled PLN 64,586 thousand, which means a 23 % year-over-year decrease. Insurance premiums in the reporting period totalled PLN 334,176 thousand, which means c. 5% increase as compared to H The increase results from an increased sale of mortgage related life insurance. Until the sale of shares in TU Europa by Getin Holding, Europa Capital Group reported PLN 25,067 thousand claims. In TU Europa the claims were paid mainly due to financial insurance policies, while in TUnŻ Europa due to insurance policies related to mortgage and cash loans. Other operating expense in first five months of 2012 totalled PLN 266,587 thousand, the lion s share of which constituted remuneration and share in profit that Europa Capital Group companies shall pay to the insured and insurers under provisions of binding contracts. In the described period of 2012, Europa Capital Group companies pursued their goals by developing bancassurance products. Products offered by Europa Capital Group companies deserve special attention, especially investment products and products with the Insured Capital Fund. Loan related 7

8 insurance policies, especially related to mortgage loans, are still a source of considerable income for the Group. Carcade In H1 2012, Carcade Group earned a net consolidated profit of RUB 222,699 thousand (PLN 23,610 thousand) as compared to RUB 75,786 thousand (PLN 7,447 thousand) for the corresponding period in Whereas the rate of clients in arrears for two or more instalments stood at 1.5%. In the reporting period, the company concluded credit facility agreements with banks operating in the local market, which will help to increase its sales volume. Kubanbank In H1 2012, Kubanbank made a net consolidated profit of RUB 22,334 thousand (PLN 2,023 thousand) and RUB 427,014 thousand (PLN 45,312 thousand) worth proceeds from sale. The bank was expanding sale of car loan products and accomplished planned targets in this segment. The bank also offers its clients additional insurance policies related to car loans. MW Trade In the reporting period, MW Trade earned a net profit of PLN 3,506 thousand, which means a 20% decrease as compared to the corresponding period in the previous year. The net profit reflects the situation in the hospital debts market which is visibly affected by the new Act on Medical Activities that requires an approval of a healthcare institution s founder for assignment of the institution s debts to any third parties, as well as by the price war in the market. In spite of changes of legal conditions, the company managed to keep stable value of its portfolio which in the reporting period totalled PLN 303,006 thousand, as compared to PLN 292,845 thousand in H1 2011, which means a 3.5% yearover-growth. Continuous process of mastering its loan analysis procedure helps the company keep a high quality portfolio and optimize the financial liquidity risk. The company s revenue structure had not changed substantially since H the lion s share of its income is generated from sale of the Hospital Fund and loans. Activities aiming at restructuring debts of independent public healthcare institutions remain the main company s objects, however the dynamic increase of the company s share in financial intermediation services in the scope of loans for healthcare institutions should not go unnoticed. The company also carried on sale of new products, which will ensure that it copes with dynamic changes in the market and contribute to diversification of earnings. As at the end of H1 2012, the company's claims portfolio, comprising long- and short-term receivables and loans granted, decreased to PLN 288,114 thousand, as compared to PLN 316,530 thousand in the corresponding period in Description of material unusual events or factors that considerably affected Getin Holding Group s financial results Idea Bank (Poland) The financial result generated by the company in the reporting period was affected by the acquisition of Tax Care S.A., discussed in detail in (5) hereof, and a resolution adopted by Idea Expert, a subsidiary company, on payment of PLN 33,811 thousand dividend. Sombelbank Due to the fact that the Belarusian economy had been considered as hyperinflationary, Sombelbank applied the adjustment in accordance with IAS29, which resulted in the capital increase by BYR 8

9 16,473 million (PLN 6,705 thousand), and lowered the bank's profit by BYR 14,232 million (PLN 5,792 thousand). The inflation rate in Belarus in H reached 10.5%. 3. Material risk factors and threats to the Group's growth. Idea Bank operates in Poland, hence its operating profit, financial standing, and growth prospects to a great extend depend on the economic, political, and legislative situation in Poland. Possible slump in the European economy may have a material negative impact on the condition of entrepreneurs that operate either in the Polish or the European market and that are the bank's main clients. For the operating activities, and also debt collecting related to them, creditworthiness of the bank's clients and their willingness to invest is of the utmost importance. Furthermore, investment products account for a substantial part of the bank's offer. They are especially prone to the risk related to investments in financial markets, in particular to any violent and unpredictable changes in their value, and specifically to their decrease below the invested funds. Substantial changeability or decreases in financial markets may discourage potential clients from purchasing investment products, and those who have invested in such products may withdraw part or all their funds from the markets. The main threats and risks to growth of Idea Expert include sustained tendency of lower demand for vehicles as well as the risk of a downturn in the real estate market, risks related to interest rate dynamics, and the risk of a downturn in the domestic and world economies. MW Trade provides financial services in a specific market niche, which results in market concentration and the company's dependency on the situation and changes in the healthcare sector. Therefore changes that the sector is undergoing will materially affect operations of MW Trade. Any thorough changes in the health care system may pose a substantial threat to MW Trade operations. Since the healthcare sector is a very specific and highly regulated sector highly dependent on changing law regulations. Its present form materially determines MW Trade operations, affecting the demand for its services, possible profitability levels and the risk level related to financing SP ZOZ (independent public healthcare institutions). The new Act on Medical Activities that became effective on July 1, 2011 and replaced the Healthcare Institutions Law dated August 30, 1991 plays now the crucial role in regulation of the healthcare related issues. The new act hinders and extends the process of trading in SP ZOZ's debts by introduction of a necessary consent of their founding body. Furthermore, the new law established mechanisms that force founding bodies to finance hospitals that are in ill financial condition or to transform independent healthcare institutions into commercial companies. While by shortening the time and establishing non-extendible period for hospital liquidation the act opens new market to MW Trade that previously avoided exposure to such projects due to high risks of endless liquidation procedures. Material events that may affect financial result and business operations of Idea Bank (Ukraine) include first of all: insufficient financing resources for loans due to the UAH liquidity problems, high exchange rate of foreign currencies to the UAH, clients' migrating from deposits in UAH and choosing deposits in foreign currencies, and inactive inter-bank market. unpredictable macroeconomic situation; bigger competition in cash and car loans markets; slower than expected growth of the car market and car loan market. 9

10 In order to mitigate the identifiable threats the bank takes proactive steps to acquire reliable financing sources, such as: intensification of deposits sale by launching new marketing campaigns and offering higher interest rates; raising more deposits from legal persons; negotiations with the National Bank of Ukraine to get a better exchange rate offer for the Ukrainian Hryvnia within a repurchase agreement. The main risk factor that affects operations of Carcade is increasing competition from other lease companies that may potentially result in decreased margins and diminishing market share. Worsening economic situation in Belorussia is one of the main threats and risks that Sombelbank faces. Since the Belarusian economy was considered as hyperinflationary, the bank has to, according to IAS29, apply a hyperinflationary adjustment, which lowers the profit generated by the bank. 4. Seasonal or cyclical fluctuations in the Group's operations in H Getin Holding Capital Group is not subject to seasonal or cyclical fluctuations. 5. The consequences of the changes to the Capital Group structure Getin Holding On , Getin Holding was divided under Art. 529 (1)(4) of the Code of Commercial Companies and Partnerships, that is through spin-off of a part of the enterprise operating as the Branch in Warsaw to Get Bank S.A. (currently Getin Noble Bank S.A.) The division is reported in detail in (1) hereof. In H1 2012, Getin Holding carried on with the divestiture of TU Europa started in 2011, closing it on with the sale of 4,725,001 shares in TU Europa (i.e. 50% + 1 vote), which is reported in detail in (1) hereof. On , Getin Holding increased its stake in the share capital of Idea Bank S.A. (Poland) to 100%. The share acquisition transaction accounted for % in the share capital of Idea Bank carrying % votes at general meetings of shareholders of Idea Bank S.A. Furthermore, as a result of registration on of an increase in Idea Bank share capital by PLN 24,057,188 through the issuance of 12,028,594 shares, the number of shares held by Getin Holding in the bank rose to 38,673,158 Getin Holding retained its 100% stake in the bank's share capital and 100% vote rights. Both transactions are reported in detail in (1) hereof. Idea Bank (Poland) On , the bank concluded an agreement on acquisition of 444 thousand (74%) shares in Tax Care for PLN 260 million. The bank purchased the shares from LC Corp BV (150 thousand shares for PLN 135 million), JA Investments BV (147 thousand shares for PLN 64 million), and A. Nagelkerken Holding BV (147 thousand shares for PLN 61 million). The bank acquired the shares in Tax Care on , upon satisfaction of all conditions precedent stipulated in relevant agreements. Furthermore, on , Idea Bank concluded a conditional agreement to purchase 156 thousand shares in Tax Care accounting for 26% of the share capital for the total price of PLN 110 million from LC Corp BV based in the Netherlands. Under the aforementioned agreement transfer of the shares in Tax Care to the bank and payment of the price for the shares is conditional upon satisfaction of the following conditions precedent: 10

11 (a) registration of an increase in the bank's share capital by PLN 19,589,744 by issuing 9,794,872 J-series shares in the National Court Register; (b) expiry of a 30 day term upon the bank's filing a notification with the Polish Financial Supervision Authority on its intent to purchase Tax Care shares whose value exceeds 5% of the bank's equity. Since the aforementioned term expired on , the condition has been satisfied. Upon closing the aforementioned transaction, Idea Bank will hold 600 thousand shares in Tax Care, accounting for 100% share capital of that company. On , the bank took 9,500 shares with the face value of PLN 10 each in the share capital of Idea Box S.A. The shares account for 19% of the share capital of Idea Box S.A., a company that provides services as an incubator for selected business ventures. TU Europa Capital Group On , TU Europa S.A. purchased 25,755 thousand registered ordinary shares in Open Life Twarzystwo Ubezpieczeń na Życie S.A. ("Open Life") with the face value of PLN 1 each, accounting for 51% of the share capital of Open Life and carrying 51 % votes at general meetings of Open Life. The goal of the transaction is further growth of the Europa Capital Group in the area of life insurance and investment products. On , an increase in the share capital of Open Life was registered. 14,700 thousand F- series ordinary registered shares were taken up by Open Finance and 15,300 thousand shares were taken up by TU Europa S.A. The face value of one share stood at PLN 1. As a result of taking up the shares TU Europa holds 41,055 thousand registered shares in Open Life, accounting for 51% of the share capital and carrying the right to 51% votes at general meetings. Total value of the issued shares amounted to PLN 30 million. Idea Bank (Ukraine) On , the annual meeting of shareholders of Idea Bank (Ukraine) adopted a resolution on increasing the company's registered capital by UAH 30 million (PLN 11,814 thousand) by issuing 30 million shares with the face value of UAH 1 (PLN 0.39) and the issue value of UAH 2.34 (PLN 0.92) each, in a closed offering for the existing shareholders, whereby 12,982,570 shares were taken up by Gwarant Plus. The increase of the share capital was not registered as of the date hereof. On , an increase in the share capital of Idea Leasing Sp. z o. o. by UAH 5,100 thousand (PLN 2,153 thousand) was registered. The new shares in the increased capital of Idea Leasing Sp. z o. o. were taken up by Gwarant Plus, holding % of the share capital of Idea Leasing, while Idea Bank (Ukraine) holds shares accounting for % of the share capital. Carcade On Carcade purchased 82,116 ordinary registered shares in Kubanbank. As a result skate of Carcade in the bank s szare capital increased from % to %. 6. The Management Board s position concerning potential accomplishment of previously published forecasts for the given year and comparison of the data presented in the semiannual statement to the forecasts Neither the Issuer, nor its subsidiaries published financial forecasts. 7. Information about changes of ownership of significant blocks of shares 11

12 Structure of ownership of significant blocks of shares as at the date of publication of H report to the Issuer s knowledge: SHAREHOLDERS ENTITLED DIRECTLY OR INDIRECTLY TO AT LEAST 5% OF THE TOTAL NUMBER OF VOTES AT THE COMPANY S GENERAL MEETING OF SHAREHOLDERS AS OF THE DATE OF PUBLICATION OF THE REPORT FOR Q No Shareholder Number of shares held Number of votes arising from the shares held Share in the share capital (%) Share of votes at GM (%) 1 Leszek Czarnecki directly and indirectly** 407,377, ,377, % 55.65% including: LC Corp B.V. based in Amsterdam 323,278, ,278, % 44.16% 2 ING Otwarty Fundusz Emerytalny 38,200,052 38,200, % 5.22% Aviva Otwarty Fundusz Emerytalny 3 37,840,831 37,840, % 5.17% Aviva BZ WBK * Dr. Leszek Czarnecki holds directly 83,939,758 shares accounting for 11.47% of the share capital and conferring the right to 11.47% votes at GM and indirectly through his subsidiaries 323,437,469 shares accounting for % of the share capital and conferring the right to 44,19% votes at GM. Direct or indirect subsidiaries of Dr. Leszek Czarnecki include the following companies: LC Corp B.V., based in Amsterdam, which holds shares accounting for 44.16% of the share capital and conferring the right to 44.16% votes at GM, RB Investcom Sp. z o.o., based in Wrocław, which holds 32,922 shares accounting for % of the share capital and conferring the right to % votes at GM, Idea Expert S.A. based in Wrocław which holds 2,521 shares accounting for % of the share capital and conferring the right to % votes at GM, and Jolanta and Leszek Czarnecki Foundation which holds 123,919 shares accounting for % of the share capital and conferring the right to % votes at GM. Structure of ownership of significant blocks of shares as of the date of publication of H report to the Issuer s knowledge: SHAREHOLDERS ENTITLED DIRECTLY OR INDIRECTLY TO AT LEAST 5% OF THE TOTAL NUMBER OF VOTES AT THE COMPANY S GENERAL MEETING OF SHAREHOLDERS AS OF THE DATE OF PUBLICATION OF THE REPORT FOR H No Shareholder Number of shares held Number of votes arising from the shares held Share in the share capital (%) Share of votes at GM (%) 1 Leszek Czarnecki directly and indirectly** 407,701, ,701, % 55.66% including: LC Corp B.V. based in Amsterdam 323,278, ,278, % 44.14% 2 ING Otwarty Fundusz Emerytalny 38,200,052 38,200, % 5.22% 3 Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK 37,840,831 37,840, % 5.17% * Dr. Leszek Czarnecki holds directly 84,264,162 shares accounting for 11.50% of the share capital and conferring the right to 11.50% votes at GM and indirectly through his subsidiaries 323,437,469 shares accounting for 44.16% of the share capital and conferring the right to 44.16% votes at GM. Direct or indirect subsidiaries of Dr. Leszek Czarnecki include the following companies: LC Corp B.V., based in Amsterdam, which holds 323,278,107 shares accounting for 44.14% of the share capital and conferring the right to 44.14% votes at GM, RB Investcom Sp. z o.o., based in Wrocław, which holds 32,922 shares accounting for % of the share capital and conferring the right to % votes at GM, Idea Expert S.A. based in Wrocław which holds 2,521 shares accounting for % of the share capital and conferring the right to % votes at GM, and Jolanta and Leszek Czarnecki Foundation which holds 123,919 shares accounting for % of the share capital and conferring the right to % votes at GM. 12

13 8. List of changes of the number of shares owned by members of management and supervisory boards Number of shares held Person Position As of the date of publication of Q report As of the date of publication of H report Managers Rafał Juszczak Radosław Boniecki Robert Działak Katarzyna Beuch President of the Management Board Vice-President of the Management Board 43,118 17,620 3) - 60,738 Member of the Management Board Member of the Management Board 24,716 5,873 3) - 30,589 Supervisors Leszek Czarnecki Chairman of the Supervisory Board 83,939,758 1) 324,404 3) - 84,264,162 1) 323,437,469 2) ,437,469 2) Remigiusz Baliński Marek Grzegorzewicz Andrzej Błażejewski Longin Kula Vice-Chairman of the Supervisory Board 245,968 58,733 3) - 304,701 Member of the Supervisory Board 188,405 4,698 3) - 193,103 Member of the Supervisory Board 47,787 7,048 3) - 54,835 Member of the Supervisory Board 2,126 4,698 3) - 6,824 1) Shares held by Dr. Leszek Czarnecki directly 2) Shares held by Dr. Leszek Czarnecki indirectly 3) Shares acquired within Managers Options Program in List of pending court proceedings In H there was no single proceeding concerning the Issuer's or its subsidiaries' debts or claims of value at least equal to 10% of the Issuer s equity. There were no pending proceedings concerning the Issuer's or its subsidiaries debts or claims of total value of at least 10% of the Issuer s equity. 10. Information about conclusion by the Issuer or its subsidiary of a single or more transactions with a related entity, if the transaction or transactions were material and concluded on terms other than applying the arm's length principle In H neither the Issuer nor its subsidiaries concluded any substantial transactions with a related entity on terms other than applying the arm's length principle. 13

14 11. Information about granting by the Issuer or its subsidiary of a loan or credit guarantee or a guarantee of the value of at least 10% of the Issuer s equity In the reported period no such transactions were concluded in Getin Holding Capital Group. 12. List of factors that in the Issuer s opinion will affect the Capital Group's results in at least one quarter to come The main factors that may affect Getin Holding Capital Group results in at least one quarter to come. The main event that affected the Group was completion of the division of Getin Holding, and sale of shares in TU Europa, which is discussed in detail in (1) hereof. As described in detail in point 2.7 of the half-year consolidated financial report of the Capital Group for six months ended , the Company made the valuation of the following financial instruments connected with the share purchase agreement regarding 50% shares in TU Europa, concluded on and completed on : (i) block of shares in TU Europa held by the Company, i.e % of shares in TU Europa to its fair value; (ii) put option for 16.54% of shares in TU Europa to its fair value; (iii) reserve for potential obligations towards Talanx. The Valuation of the aforementioned financial instruments in the future will be affected by both market factors such as interest rate levels, stock exchange quotations, situation on bancassurance market, as well as non-market factors, including performance of TU Europa Group Companies in cooperation with companies related to dr. Leszek Czarnecki (Getin Noble Bank, Idea Bank, Open Finance), period of time left for performance of these instruments or financial results of TU Europa Capital Group. Change in valuation of these financial instruments will affect the financial results of the Issuer and the Issuer s Capital Group. Banking services On , Idea Bank acquired 74% shares in Tax Care, whereas on , a conditional agreement on purchasing the remaining 26% shares in that company by Idea Bank was signed. The acquisition of 100% stake in Tax Care, and thus joining this company to Idea Bank capital group, will in the future affect Idea Bank consolidated results. Furthermore, the future growth of the bank will be affected by already effected and planned increases in its share capital through the issuance of I- and J-series shares. The aforementioned transactions are discussed in detail in (1) and (5) hereof. Financial intermediation In the opinion of MW Trade the following factors will have material impact on the company's performance in the next quarter and in the following months: further deterioration of financial standing of the NFZ (Polish National Health Fund); increasing pressure to heal cash flow may result in stricter procedure of granting trade credit to hospitals by creditors and their search for financial services that would secure their liquidity; actions taken to improve hospitals equipment and the accommodation standards, resulting from both requirements of the NFZ and the need for adopting them to the EU standards will increase hospitals' demand for products that support financing such investment; the company's access to banks loans and funds in the debt securities market, as well as interest rates dynamics; intensified competition in the medical services market and its impact on profitability of transactions; 14

15 -developing products launched to the market in cooperation with banks and other institutions, including entities that belong to Getin Holding Capital Group. By taking the aforementioned actions the company intends to adopt its products to the changeable environment and gain competitive edge in the market. Panorama Finansów operates in the Polish market, and therefore its financial results are heavily dependable on factors related to the macroeconomic situation in Poland. Since the company may not influence the macroeconomic situation, it may generate risk for the company's operations. International markets Growing competition in the lease market in Russia and launching WEB-leasing and VTB -leasing, new state-owned companies, result in diminishing margins and shrinking market share caused by shortage of financing resources. In the effect of the competitors solicitation of the company employees, Carcade may lose some part of its personnel. Two factors that affect Kubanbank business operations include its ability to attract deposits from individuals in the amount necessary to ensure accomplishment of its sale targets and regulations of the Central Bank. Due to limits imposed by the Central Bank on deposit interest rates and the share of deposits in the bank's liabilities, the bank may raise insufficient funds to increase car loans sales volume. Financial results of Idea Bank (Ukraine) may be affected by the following factors: protracted local currency liquidity crisis bringing about shorter deposits terms; unpredictable macroeconomic situation, in particular due to coming parliamentary elections; launching new branches by the end of the year, the Bank intends to expand its distribution network to 100 branches located throughout Ukraine, particularly in cities with over 1 million inhabitants that have a higher deposit potential than smaller towns; launching Internet banking, planned for the end of September 2012; continued reorganisation of the old loans portfolio; lower corporate income tax rates (23% in 2011, 21% in 2012, 19% in 2013, 16% in 2014); taking steps aiming at raising deposits from legal persons. Financial results of Sombelbank will be affected by the fact of considering the Belarusian economy as hyperinflationary, which triggers application of the adjustments set forth in IAS29 and results in considerable lower net profit reported by the bank in the subsequent periods. Furthermore, due to further increase of the inflation and diminishing real income the bad debt rate may increase, and consequently the risk of loans granted may increase as well, which may affect financial result of the bank for Other information the Issuer finds important for assessment of its employment, property, financial situation, financial result and their changes as well as information important for assessment of the Issuer s ability to pay its liabilities Apart from the events reported hereinabove, in the reported period in the Capital Group there were no events important for assessment of its employment, property, financial situation, financial result and 15

16 their changes as well as information important for assessment of the Issuer s ability to pay its liabilities. Rafał Juszczak President of the Management Board Radosław Boniecki Vice-President of the Management Board Robert Działak Member of the Management Board Katarzyna Beuch Member of the Management Board CFO 16