Current Report No. 16/2011

12 May, 2011

Registration of amendments to the Bank Zachodni WBK S.A. Statutes, as adopted by the Annual General Meeting of Bank Zachodni WBK S.A., in National Court Register


Bank Zachodni WBK S.A. advises that on 12.05.2011 it was informed that on 11.05.2011 the District Court for Wrocław-Fabryczna, VI Commercial Section of the National Court Register entered into the National Court Register the changes in the BZWBK Statutes approved by the Annual General Meeting of Shareholders on 20 April 2011 (ref WR.VI NS-REJ.KRS/007526/11/054).

Previous wording: §10a.
„§10a. 1. The share capital is conditionally increased by the maximum, nominal value of PLN 1.500.000 (say: one million five hundred thousand Polish zloty).
2. (repealed).
3. (repealed).
4. The Bank’s share capital shall be conditionally increased by way of issuing new, ordinary and bearer shares, I series of a nominal value PLN 10 (say: ten Polish zloty) each, in a number not higher than 150.000 (say: one hundred fifty thousand).
5. The I series shares shall be taken up by persons authorised on the strength of bonds issued in accordance with the General Shareholders’ Meeting resolution regarding the issue of bonds with pre-emptive rights under the Incentive Scheme II.”.


Amendment: §10a.
§10a. has been repealed.


Previous wording: §25.
“§25. 1. The Supervisory Board consists of at least 5 (five) members appointed for a joint three year term of office. Members and Chairman of the Supervisory Board are appointed and recalled by the General Shareholders’ Meeting. The Management Board informs the Financial Supervision Commission about the composition of the Supervisory Board. At least half of the Supervisory Board's members, including its Chairman, should hold Polish citizenship.
2. At least two members of the Supervisory Board should meet the criteria of being independent from the company and entities with significant connections with the company. The criteria of independence of Supervisory Board members are defined in the Terms of Reference of the Bank's Supervisory Board.”.


Amendment: §25.
“§ 25.1. The Supervisory Board consists of at least 5 (five) members appointed for a joint three year term of office. Members and Chairman of the Supervisory Board are appointed and recalled by the General Shareholders’ Meeting. The Management Board informs theFinancial Supervision Commission about the composition of the Supervisory Board.
2. At least two members of the Supervisory Board should meet the criteria of being independent from the Bank and entities with significant connections with the Bank. The criteria of independence of Supervisory Board members are defined in the Terms of Reference of the Bank's Supervisory Board, according to the criteria defined in the Code of Good Practice of the Companies Enlisted in the Warsaw Stock Exchange.
3.At least half of the Supervisory Board members, including members referred to in item 2 should be familiar with (aware of) the reality of Polish market helpful in supervising the Bank’s operations with a concurrent requirement for the two Supervisory Board members referred to in item 2 to be permanent residents of Poland and speak Polish.”;


Previous wording: § 34.
“§ 34. The Bank’s Management Board consists of at least three members, including President. Management Board members may perform functions of the first vice-president and vice-presidents of the Management Board. Appointment to these functions is made by the Supervisory Board [at least half of the Management Board members must be of Polish citizenship].”.


Amendment: § 34.
“§ 34.1.The Bank’s Management Board consists of at least 3 (three) members, including President. Management Board members may perform functions of the first vice-president and vice-presidents of the Management Board. Appointment to these functions is made by the Supervisory Board.
2.At least half of the members of the Bank’s Management Board, including the President, are persons, which:
1) have higher education,
2) know well Polish banking market,
3) permanently live in Poland,
4) speak Polish,
5) have sufficient experience on Polish market, which may be used in management of the Bank on Polish market.”.


Previous wording: § 37.3.
Ҥ 37.3. Pursuant to the internal split of responsibilities within the Management Board:
1) in particular, President of the Management Board is in charge of the internal audit unit and risk management function, including credit risk management,
2) the Management Board member the appointment of whom requires approval of the Financial Supervision Commission is in charge of the investment banking.”.


Amendment: §37.3.
Ҥ37.3. Pursuant to the internal split of responsibilities within the Management Board:
1) in particular, President of the Management Board is in charge of the internal audit unit,
2) the Management Board member the appointment of whom requires approval of the Financial Supervision Commission is in charge of the risk management function.”.


Full text of the amended Bank's Statutes is appended hereto.



Legal grounds:

§38 section1 point 2 of Finance Minister Resolution of 19 February 2009 on current and financial information provided by securities issuers and conditions governing recognition of information required under regulations of a non-member state.

Santander Bank Polska S.A. with its registered office in Warsaw, al. Jana Pawła II 17, 00-854 Warszawa, registered by the District Court for the capital city of Warsaw, 12th Commercial Division, set up under regulation of the Council of Ministers of 11 April 1988 on setting up Bank Zachodni in Wrocław (Journal of Laws of 1 July 1988, No. 21, item 142), registered under KRS number 0000008723, REGON 930041341, NIP 896 000 56 73, share capital of PLN 1,020,883,050 paid-up in full. Helpline: 1 9999 – fee as per the operator’s tariff.

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