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GE Money Bank Switzerland announces intention to float on SIX Swiss Exchange

3 October 2013

GE Money Bank Switzerland announces intention to float on SIX Swiss Exchange

ZURICH, 3 October 2013: GE Money Bank AG (“GEMB” or “the Company”), a leading consumer finance bank in Switzerland, today announces its intention to apply for the listing of all of its issued and outstanding registered shares (the "Shares"), all of which are currently held by GE Capital, in accordance with the main standard on the SIX Swiss Exchange and to offer the majority of its Shares in an initial public offering (“IPO” and collectively, the “Offering”). As part of the proposed IPO, GEMB will be renamed Cembra Money Bank AG.

**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA**

This announcement is for information purposes only and does not constitute a prospectus or offering memorandum, or an offer or part of an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and the securities may not be offered, sold, pledged or otherwise transferred absent registration or an exemption from registration. Subject to certain exemptions in accordance with the Securities Act, the securities referred to in this announcement may not be sold or offered for sale in Australia, Canada or Japan or to or for the account of Australian, Canadian, or Japanese persons.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire Shares pursuant to the proposed Offering will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the offering memorandum (the “Offering Memorandum”) to be published by GE Money Bank AG in due course in connection with the listing of all of its issued and outstanding 30,000,000 fully paid registered shares of CHF 1.00 par value each on the SIX Swiss Exchange. Copies of the Offering Memorandum will, following publication, be available in Switzerland at Credit Suisse AG, (Zurich).

GE Capital will continue to maintain a strong relationship with GEMB after the proposed IPO to ensure a smooth transition of GEMB to an independent company. Although its residual stake in GEMB following the proposed Offering will reduce over time, GE Capital is committed to retaining a significant minority stake in GEMB for a period of one year under the terms of its proposed lockup arrangements. It will also continue to be an important source of funding for GEMB, providing committed funding of up to CHF 1 billion for five years after the proposed Offering. GE Capital will initially have two directors on the Board of Directors of GEMB after the proposed Offering.

In preparation for the proposed Offering, Credit Suisse has been appointed as Global Coordinator and Joint Bookrunner and BofA Merrill Lynch and Deutsche Bank as Joint Bookrunners. Bank Vontobel is acting as Lead Manager. The proposed Offering is expected to take place in the fourth quarter of 2013, subject to market conditions. Further details will be announced in due course.

Robert Oudmayer, CEO of GEMB, said: “GEMB is a profitable, well-run business with a strong customer base. As a listed company, we will have access to alternative and diversified sources of funding, an enhanced profile as a leading Swiss consumer finance provider and the ability to attract the best talent available. We look forward to our future as an independent bank with confidence.”

Richard Laxer, President and CEO of GE Capital International, said: “The IPO of GEMB is another important step in focusing GE Capital's operations and is consistent with GE's broader strategy to shift its earnings mix to ~70% industrial and ~30% financial. It's an exciting development for GEMB and good for its customers.”

GEMB's business highlights

A leading Swiss consumer finance provider with sustainable growth in its key products of personal loans, auto leases and loans and credit cards
Operates through a nationwide, multi-channel distribution and sourcing network (25 branches, ~200 independent agents, over 3,200 auto dealers, credit card partner agreements and online channels)
Diversified, stable business with strong and consistent earnings
Consolidated net income of approximately CHF 133 million on a US GAAP basis, net interest margin of 6.9%, cost/income ratio of 46.2% and return on average assets of 3.1% as at 31 December 2012
Net financing receivables of CHF 4.0 billion and pro forma consolidated Tier 1 capital ratio of 19.6% as at 30 June 2013 ⁽¹⁾
Excellent asset quality as a result of prudent underwriting and risk management with NPL ratio and loss rate of 0.5% and 0.5%, respectively as at 31 December 2012
High dividend payout capacity with solid capital position
GEMB's experienced management team will continue to run the business

GEMB has set itself attractive medium-term financial targets:

Net customer loan growth expected to be in line with Swiss nominal GDP growth
A return on equity target of at least 15%
A minimum consolidated Tier 1 capital ratio target of 18%
A dividend payout ratio target of between 60% and 70% of tax normalised consolidated net income

Following the proposed Offering and in line with the various initiatives undertaken by the Company to diversify its funding sources, GEMB intends to fully draw under a CHF 450.0 million 3-year term loan provided by a consortium of international banks. This, together with the CHF 1 billion of GE Capital 5-year committed funding, will be used to refinance an existing credit facility provided by GE Capital.

Additionally, to facilitate its funding strategy as a stand-alone company, GEMB has engaged a leading international credit rating agency to deliver an independent credit rating for the Company and expects its corporate credit rating to be solid investment grade.

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Further information about GEMB

GEMB is a bank with a well-established position in Swiss consumer finance. GEMB is regulated by FINMA, holds a banking licence and provides a range of financial products and services. GEMB holds leading positions in Switzerland for its personal loans and auto loans & leases. It has a growing credit card business based on partnering with Swiss retailers and other institutions.

Headquartered in Zurich, the Company operates almost exclusively in Switzerland through a nationwide network of 25 branches as well as through alternative distribution channels, such as the internet, credit card partners, independent agents and over 3,200 auto dealers.

The Company generated a net income of approximately CHF 133 million in 2012. As at 30 June 2013, GEMB had financing receivables of over CHF4 billion and a pro forma consolidated Tier 1 capital ratio of 19.6%⁽¹⁾. It had approximately 700 full time equivalent employees, serving approximately 618,000 customers.

GE Capital entered Switzerland with the acquisition of Bank Aufina in 1997 and Bank Prokredit in 1998, respectively founded in 1912 and 1953. In 2006, GE Capital brought the consumer credit business together under the GEMB brand.

For more information visit: gemoneybank.ch

⁽¹⁾ The Company's pro forma consolidated Tier 1 capital ratio as at 30 June 2013 assumes that the interim dividend of CHF 200 million paid by the Company in August 2013 was paid as at 30 June 2013 and takes into account the full amount of the Company's net income for the six-month period ended 30 June 2013.

About GE Capital International

GE Capital International is a leading provider of specialist finance to the mid-market, with headquarters in London and serving customers from 26 countries across Europe, the Middle-East and Asia Pacific.

With over 27,000 employees and revenues of approximately USD 12 billion, GE Capital International is focused on driving growth in its core commercial leasing & lending products and markets. It provides mid-market customers with a wide range of financing solutions including accounts receivable management, inventory finance, asset backed lending, cross-border financing, leveraged finance, leasing/vendor finance and fleet management solutions.

GE Capital International focuses on sectors where it can share GE's 130+ year heritage with customers - energy, healthcare, transportation and industrial. Through its ‘Access GE' programme, GE Capital gives customers access to GE's experience and expertise to help solve their biggest business issues and challenges.

For more info, visit GE.Capital.com

Contact Information GEMB

Media Contact

Brigitte Kaps, [+41 44 439 8194 / brigitte.kaps@ge.com]

Martin Meier-Pfister, [ +41 43 244 81 40 / martin.meier-pfister@irfcom.ch]

Investor Relations

Christian Waelti, [+41 44 439 8572 / christian.waelti@ge.com]

Contact information GE Capital International

Angela Grundey, [+44 7917 277419 / angela.grundey@ge.com]

Investor Relations:

Neil Doyle, FTI Communications [+44 207 269 7237 / neil.doyle@fticonsulting.com]

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

All financial information (excluding the proforma consolidated Tier 1 capital ratio) in this announcement is presented under US generally accepted accounting principles.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares to any person in the United States, Canada, Japan or Australia or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares referred to herein may not be offered or sold in the United States or to a U.S. person, unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the shares in the United States, Australia, Canada or Japan.

This announcement does not constitute an offer document or an offer of transferable securities to the public in the UK to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (“FSMA”) applies and should not be considered as a recommendation that any person should subscribe for or purchase any of the Shares. The Shares will not be offered or sold to any person in the United Kingdom except in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom in contravention of section 85(1) of FSMA.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This announcement is being communicated only to: (a) persons outside the United Kingdom; (b) persons who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (c) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2) of the FPO (together \"relevant persons\"). The Shares are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. No part of this announcement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Company.

This announcement may include statements that are, or may be deemed to be, “forward-looking” statements, beliefs or opinions. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “target”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, GE Capital, BofA Merrill Lynch, Credit Suisse, Deutsche Bank, Bank Vontobel and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares should be made solely on the basis of the information contained in the Offering Memorandum to be issued by the Company in connection with the Offering. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The date on which the Shares are listed and the Offering may be influenced by things such as market conditions. There is no guarantee that the Shares will be listed or that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to listing the Shares or the Offering at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

BofA Merrill Lynch, Credit Suisse and Deutsche Bank, each of which is authorised by the U.K. Prudential Regulation Authority and regulated by the U.K. Financial Conduct Authority and the U.K. Prudential Regulation Authority, and Credit Suisse and Bank Vontobel, each of which is authorised by the Swiss Financial Market Supervisory Authority FINMA, are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, BofA Merrill Lynch, Credit Suisse, Deutsche Bank, Bank Vontobel and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Memorandum, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, BofA Merrill Lynch, Credit Suisse, Deutsche Bank, Bank Vontobel and any of their affiliates acting as investors for their own accounts. BofA Merrill Lynch, Credit Suisse, Deutsche Bank and Bank Vontobel do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of BofA Merrill Lynch, Credit Suisse, Deutsche Bank, Bank Vontobel or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, Credit Suisse, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares for 30 calendar days after the first day of trading of the Shares on the SIX Swiss Exchange at a higher level than that which might otherwise prevail during such period within the limitations of article 55e of the Ordinance on the Swiss Federal Act on Stock Exchanges and Securities Trading. Credit Suisse is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the first day of trading of the Shares on the SIX Swiss Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Credit Suisse or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Credit Suisse nor any of its agents intends to disclose the extent of any overallotments made and/or stabilisation transactions conducted in relation to the Offering.

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