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Merger of BIG Bank GDAŃSKI S.A. with BIG BANK SA

05.01.2001


Merger of BIG Bank GDAŃSKI S.A. with BIG BANK SA BIG Bank GDAŃSKI S.A. announces that on 5 January 2001, the District Court for Warsaw deleted BIG BANK Spółka Akcyjna from the commercial register kept by that court, as a result of the merger of BIG Bank GDAŃSKI SA with BIG BANK Spółka Akcyjna based on resolutions of General Meetings of Shareholders dated 1 August 2000 and 10 August 2000, respectively.
Pursuant to those resolutions, the merger was effected in accordance with the procedure contemplated in Article 463.1 of the Commercial Code, i.e. by the transfer of the entire assets of BIG BANK Spółka Akcyjna, as the merging bank, to BIG Bank GDAŃSKI S.A., as the surviving bank, in exchange for BIG Bank GDAŃSKI S.A. shares to be issued by BIG Bank GDAŃSKI S.A. to BIG BANK Spółka Akcyjna shareholders.  The merger was effected based on balance sheets as at 30.06.2000.
 
Given that BIG Bank GDAŃSKI S.A. held approximately 99% of shares in BIG BANK Spółka Akcyjna, the merge was effected without increasing the share capital in accordance with Article 464.3 of the Commercial Code.  According to the merger parity adopted in the merger resolutions, for each share in BIG BANK Spółka Akcyjna two BIG Bank GDAŃSKI S.A. shares will be allocated.  The Management Board of BIG Bank GDAŃSKI S.A. will set a date when the issuing of BIG Bank GDAŃSKI S.A. shares to BIG BANK Spółka Akcyjna shareholders will start, of which BIG BANK Spółka Akcyjna shareholders will be notified by letter or by a public announcement.
 
By law, upon the deletion of BIG BANK Spółka Akcyjna from the register, BIG Bank GDAŃSKI S.A. assumes all rights and obligations of BIG BANK Spółka Akcyjna.