Disclosure of delayed confidential information on refusal to issue the opinion on the audit of financial statements

Getin Noble Bank S.A. (the “Company”), acting pursuant to Article 17(1) in conjunction with Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”) hereby publicly discloses the confidential information, delayed on 28 April 2022, concerning the independent auditor's refusal to issue the opinion on the annual and consolidated financial statements of the Bank for 2021 (“Confidential information”).

The public disclosure of the Confidential Information was delayed on 28 April 2022 pursuant to Article 17(4) of the MAR.

Confidential information delayed on 28 April 2022 reads as follows:

“Getin Noble Bank S.A. (the “Bank”) hereby publicly discloses that it has received information from Grant Thornton Polska Spółka z ograniczoną odpowiedzialnością sp. kom. with its registered office in Poznań (the “Statutory Auditor”), appointed to audit the Bank's annual financial statements and consolidated financial statements of the Bank Group for the financial year 2021 (the “Statements”), on the refusal to issue the opinion on the Statements.
In the justification for the refusal, the Statutory Auditor indicated that despite obtaining sufficient and appropriate evidence of the audit regarding the risk of threat to the going concern, which specifically included the areas and risk factors affecting the future financial standing of the Bank related to:

• failure to meet minimum capital requirements,  
• legal risk related to CHF-indexed loans and
• uncertainty about the possibility of full use of deferred tax assets in the future,

it is not possible to formulate the opinion on the audited statements due to the potential interplay of these uncertainties and their possible cumulative impact on these financial statements.

The Bank’s Management Board indicates that, being aware of the existing uncertainties related to the areas indicated by the Statutory Auditor, it prepared financial statements in good faith, assuming going concern on the basis of plans and assumptions related to the processes and restructuring activities already being conducted, and planned for the future. The going concern assumption was also based on an analysis of all aspects of the Bank's operations and its current and projected financial standing.

The full position of the Bank's Management Board, together with the opinion of the Supervisory Board, shall be attached to the annual periodic report published on 29 April 2022.

Legal basis: Article 17(1) of Regulation (EC) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse."

In accordance with Article 17(4) of the MAR, immediately after the publication of this report, the Bank shall inform the Polish Financial Supervision Authority about the delay in disclosure of confidential information, together with an indication that the conditions for such a delay have been met.

In view of the above, the Bank shall also attach to this report the position of the Bank's Management Board together with the opinion of the Supervisory Board drawn up in accordance with the requirement of § 70 (1)(13) and § 71(1)(11) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by the law of a non-member state may be recognised as equivalent, pursuant to the appendix to the resolution.

Legal basis: Article 17(1) and (4) of Regulation (EC) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.