The assessment of Getin Noble Bank S.A.

situation including the assessment of internal control system and risk management system essential for the Company made by the Supervisory Board of Getin Noble Bank S.A.
The Supervisory Board of Getin Noble Bank, implementing provisions of Good Practices of Companies Listed on Warsaw Stock Exchange (Chapter III, section 1, subsection 1), hereby announces a brief assessment of the situation of Getin Noble Bank S.A., including the assessment of internal control system and risk management system essential for the Company. I. Assessment of the Companys operations

The year 2010 was the first year of operations of Getin Noble Bank S.A. (the Company), the bank which arose from the merger of Noble Bank S.A. and Getin Bank S.A. As a result of the merger, the Company has been placed at top ten of the biggest banks in Poland. It is worth emphasizing that Getin Noble Bank S.A. is one of the biggest commercial banks in Poland with Polish capital. The strategic goal of the management of the Company is its further development and entering top five of the banks operating in Poland as a fully universal bank. Getin Noble Bank S.A. has a wide range of financial products within credits, savings and investments, as well as wide range of additional services for individual clients and enterprises, available by different means of contact, among others at traditional outlets and through the Internet. Getin Noble Bank S.A. own offer is completed by products of the entities associated with the Company, such as Noble Funds TFI S.A., Noble Securities S.A., Noble Concierge sp. z o.o. or Getin Leasing S.A. Within the cooperation with the abovementioned companies, Getin Noble Bank S.A. provides its clients with brokerage, concierge, mutual funds services, wide range of insurance products, operational and financial leasing services, as well as factoring. Getin Noble Bank S.A. Group includes Open Finance S.A., the leader of the Polish financial agency market, providing financial agency services, which help individual clients to find their best financial solutions. Open Finance S.A. is the biggest financial agent on the market in respect of both sales value of credit and investment products and network of stationary and mobile outlets Open Direct, supported by the Internet service. The outlets of Getin Noble Bank S.A. operate within the network of separate outlets of Noble Bank and Getin Bank. Clients who use e-banking GetinOnline.pl have their internet outlet. The retail banking of Getin Noble Bank S.A. is run under a brand of Getin Bank, which offer is mainly addressed to clients interested in modern offer of standard banking products and effective services. Getin Bank is also an active participant of the financial services market directed to small and medium businesses. Whereas Noble Bank as dedicated to more wealthy clients represents private banking sector. In connection with the above, it can be stated that Getin Noble Bank S.A. as a whole is a big and important part of the Polish banking market within retail banking and at the same time one of the most recognizable banks operating on this market. In 2010 there were some significant changes made to the structure of Getin Noble Bank Capital Group. In June 2010 the transaction of purchase of 100 per cent of the shares of GMAC Bank Polska S.A. operating currently under the name of Idea Bank S.A., was completed. In September 2010, through the intermediation of the Warsaw Stock Exchange, 1 570 000 ordinary bearer shares of Towarzystwo Ubezpiecze Europa S.A. were sold. In the last quarter of 2010 some works were initiated to introduce Open Finance S.A. to the Warsaw Stock Exchange, which target is to further dynamic growth of the company and to broaden its product offer. It is also planned within public offering to sell a part of the shares of Open Finance S.A. owned by the Company. In the said period of time, the Company was realizing its strategy of development and operations in spite of sometimes difficult and changeable situation on the financial market, being among others a result of economic and political changes in the situation of European countries. Therefore, the Supervisory Board decides to positive assess the implementation of the business strategy of the Company, completed targets and financial results.

The Supervisory Board, after consideration of the Management Boards report on the activities of Getin Noble Bank S.A. in 2010 hereby states that it includes all the necessary information on the Companys functioning in 2010 and gives it a positive assessment. II. Financial results for the financial year 2010

Getin Noble Bank S.A. gained in 2010 net financial result in the amount of 436,857,006.16 PLN. III. The assessment of the financial statement for the financial year 2010

The Supervisory Board assessed the financial statement of Getin Noble Bank S.A. for the financial year 2010. According to the legal provisions the financial statement was audited by an independent statutory auditor Ernst & Young Audit sp. z o.o., which gave it a positive assessment with no remarks. After consideration of the opinion and the report supplementing the opinion of the independent auditor, the Supervisory Board did not report any remarks or restrictions to the financial statement and at the same time approved the way of distribution of net profit for the year 2010 in the amount of 436 857 006,16 PLN proposed by the Management Board, i.e. the amount of 932,510.46 PLN to cover loss from the previous years resulting from changes in the accounting rules, and in the amount of 435,924,495.70 PLN for the Companys share capital increase. IV. The assessment of the internal control system

The internal control system is a part of the managing system of the Company and is aimed at providing reliable and correct information to the financial statement. The Company has an internal control system adjusted to its organizational structure, which covers the organizational units of the Companys heads offices, the banks outlets and subsidiaries. The internal control system consists in: control mechanism, audit of compliance with binding laws and internal provisions of the Company as well as internal audit. The goal of the internal control system is to support the management of the Company, including decisive process, and to contribute to the effectiveness and profitability of the Companys operations and to ensure its conformity with binding law and internal provisions. Within the internal control system, the Company identifies risks connected with every operation, transaction, product or process, which result from the Banks organizational structure. An essential task of the internal control system is to protect the assets, to review credit exposure, to prevent mistakes and to detect them while processing data, to ensure the reliability of financial evidence, to improve the effectiveness of work and to stimulate to observe the determined strategy and policy of the Company. V. The assessment of the risk management system essential for the Company

The management of risk essential for the Company is provided in Getin Noble Bank S.A. by internal procedures and appropriate planning of functioning processes, including restrictions required by appropriate supervisory institutions, in particular by the Commission of Financial Supervision. The Supervisory Board exercises the ownership supervision over the policy of financial risk management, and the Management Board is responsible for the risk management on the strategy level. The goal of the assets and liabilities management policy is to optimize balance sheet and offbalance sheet structure in order to gain the expected relation of revenue do borne risk. To ensure effective risk management in the Company, committees have been appointed responsible for particular risk areas: Credit Committee, Assets and Liabilities Management Committee and Operational Risk Committee. Those committees are responsible for management of the subordinated risk areas on the operational level and for monitoring of the risk level as well as setting current policy within strategies adopted by the Management Board including internal limits and supervisory regulations. The Company due to its operations is exposed to the following basic risks: Credit risk is monitored on the basis of internal procedures connected with risk identification, measurement and control. The Company uses models of identification and measurement of credit risk connected with its activities, dependent on the risks profile, scale and complexity. The credit risk managements role is to secure credit operations and preserve at the same time rational risk approach. The Company has and uses its internal regulations which allow to estimate credit risk level connected with giving credit to a particular client or providing other services with credit risk and the risk acceptance level. The procedure for credit risk decisions is approved by the Management Board. Collection and restructuring processes are in the Collection Department of the Company. Within

collection operations the comprehensive case service is provided, based on every method of contact with the client. Currency risk creates the structure of assets and liabilities in currency, as well as off-balance sheet items within binding cautious norms determined by the Polish Banking law and adopted internal limitations. Operational management of the currency risk is the responsibility of the Treasury Department, and the supervision over cautious norms and internal limitations is exercised by the Assets and Liabilities Management Committee. The Company has adopted so called basic method to calculated the capital requirement on exposure to currency risk. The analysis of the Companys exposure to currency risk is also made by Value at Risk technique (VaR) and stress tests. Interest rate risk is connected with decrease of expected interest revenue due to changes of market interests, which the Company tends to limit. In interest rate risk management the Company uses the following techniques: (i) Value at Risk method (VaR); (ii) sensitivity analysis of the financial result to interest rates changes; (iii) basis risk analysis, yield curve risk analysis and customer option risk analysis; (iv) extreme conditions tests, which show the Companys tendency to incur loss due to unfavorable changes of the market conditions and collapse of key guidelines of the Company. Liquidity risk means the loss of short-, middle- and long-term liquidity of the Company. Liquidity risk management aims to minimize it by ensuring the ability to meet its current and future obligations. In 2010 Getin Noble Bank S.A. met its current obligations on time. Middle and long-term liquidity management is the responsibility of the Management Board, the Treasury Department is responsible for the current and short-term liquidity. The Assets and Liabilities Management Committee performs a consultancy and advisory role. In 2010 in order to increase the liquidity safety of the Company, the Committee recommended to extend original terms of customers deposits. Operating risk creates management methods covered by the Strategy of operating risk management. The leading role in management of the operating risk have the Companys bodies: the Supervisory Board and the Management Board, whose members are aware of important aspects of the operating risk at the Company as separate subject to management kind of risk and know its profile resulting from the activities of Getin Noble Bank S.A. At the Company there is a reporting system and operating risk measurement system supported by an appropriate IT system, a software dedicated to the operating risk management. Dependent on the size or profile of the operating risk, appropriate correction and preventive actions are taken, adequate to diagnosed risk and enabling to implement means which effectively modify that risk. In the opinion of the Supervisory Board, the internal control system and risk management system which function in the Company as regards the process of creating financial statements are enough and ensure the completeness of those statements and its compliance with binding law. Moreover, the Management Board of the Company takes steps to ensure the continuity of monitoring the effectiveness of internal control mechanisms and identifies operating areas, transactions and other monitored activities.

Warsaw, 03.03.2011

Chairman of the Supervisory Board

Vice Chairman of the Supervisory Board

. Leszek Czarnecki

Radosaw Boniecki

Member of the Supervisory Board

Member of the Supervisory Board

Member of the Supervisory Board

. Remigiusz Baliski

Dariusz Niedopia

Micha Kowalczewski