Current Report No. 17/2012

11 May, 2012

Agreement regarding the plan of the merger of Bank Zachodni WBK S.A. and Kredyt Bank S.A.


The Management Board of Bank Zachodni WBK S.A. (“BZ WBK”), in reference to BZ WBK’s current report No. 2/2012 dated 28 February 2012 regarding the intended merger of BZ WBK and Kredyt Bank S.A.(“Kredyt Bank”) (the “Merger”), in compliance with Article 492 § 1.1 of the Commercial Companies Code (the “CCC”), hereby informs that today, i.e. on 11 May 2012, the Management Board of BZ WBK and the Management Board of Kredyt Bank agreed and signed the plan of the merger of BZ WBK and Kredyt Bank which was made in compliance with Article. 499 §1 and § 2 of the CCC (the “Merger Plan”).


The Merger will be executed pursuant to Art. 492 § 1.1 of the CCC through the transfer of the entire estate (all the assets and liabilities) of Kredyt Bank, as the target entity, to BZ WBK, as the surviving entity, with the simultaneous increase of the share capital of BZ WBK through the issuance of up to 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares in BZ WBK with a nominal value of PLN 10.00 (ten) each (the “Merger Issue Shares”) which shall be issued by BZ WBK to all the existing shareholders of Kredyt Bank.


As a result of the Merger, BZ WBK will acquire all the rights and obligations of Kredyt Bank, whereas Kredyt Bank will be dissolved, without conducting any liquidation proceedings, on the date of the registration of the Merger in the register competent for the registered seat of BZ WBK and the registration of the increase of BZ WBK’s share capital.


In connection with the Merger, the share capital of BZ WBK will be increased by no more than PLN 189,074,580 (one hundred and eighty-nine million, seventy-four thousand, five hundred and eighty) up to no more than PLN 935,450,890 (nine hundred and thirty-five million, four hundred and fifty thousand, eight hundred and ninety) through the issuance of up to 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares in BZ WBK with a nominal value of PLN 10.00 (ten) each (the “Merger Issue Shares”) which will be granted and allotted to the shareholders of Kredyt Bank.


If, for any reason, the issuance of 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares in BZ WBK, which is the subject matter of a resolution dated 10 May 2012 and which is addressed to the European Bank for Reconstruction and Development (the “EBRD”) pursuant to an agreement dated 29 March 2012 between BZ WBK and the EBRD, the conclusion of which was publicly announced by BZ WBK in current report No. 6/2012 dated 29 March 2012) is unsuccessful, the share capital in BZ WBK will be increased, in connection with the Merger, by no more than PLN 189,074,580 (one hundred and eighty-nine million, seventy-four thousand, five hundred and eighty) up to no more than PLN 919,834,710 (nine hundred and nineteen million, eight hundred and thirty-four thousand, seven hundred and ten) through the issuance of the Merger Issue Shares, which will be granted and allotted to the shareholders of Kredyt Bank.In the Merger Plan, the following exchange ratio of shares in Kredyt Bank into the shares in BZ WBK was established: for 100 (one hundred) shares in Kredyt Bank, the shareholders of Kredyt Bank will be granted 6.96 (six point ninety-six) Merger Issue Shares, i.e. for 1 (one) share in Kredyt Bank, 0.0696 shares in BZ WBK will be granted and allocated.


Pursuant to Article 506 § 1 and § 2 of the CCC, the Merger shall require the general meetings of Kredyt Bank and of BZ WBK to adopt certain resolutions, specifically resolutions that grant: (i) consent to the Merger Plan; and (ii) consent to the amendment of the statute of BZ WBK.


In accordance with Art. 34, section 2 and in connection with Art. 31, section 3 and Art. 124, section 1 of the Act of 29 August 1997 on banking law (the “Banking Law”), the Merger will be executed subject to obtaining permits from the Polish Financial and Supervision Authority (the “PFSA”) permitting: (i) the Merger; and (ii) amendments to the statute of BZ WBK.


In connection with the issuance of the Merger Issue Shares, it will also be necessary for the PFSA to determine that both the form and content of the BZ WBK information memorandum are equivalent to the information required to be included in a prospectus, in accordance with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (the “Act on Public Offering”).


Additionally, the European Commission (“EC”) will need to issue a decision declaring that the concentration by way of the Merger (or any part of the concentration which has not been referred to one or more competent authorities of a member state of the European Economic Area (an “EEA Member State”) pursuant to Article 9(3) of Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “Merger Regulation”)) is in line with the common market (or the concentration or any part thereof not referred to an EEA Member State will be deemed to be so declared under Article 10(6) of the Merger Regulation); and/or if a request under Article 9(2) of the Merger Regulation has been made by a competent authority of one or more EEA Member States and the EC has referred the concentration, in whole or in part, to one or more EEA Member States, the competent authority of each such EEA Member State will need to issue a decision approving the concentration in whole or in part.


BZ WBK will take action to procure the admission and introduction of the Merger Issue Shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) (the “WSE”). To that end, BZ WBK will file a motion with the PFSA requesting the determination as to whether both the form and content of the BZ WBK information memorandum is equivalent to the information required to be included in a prospectus, in accordance with the Act on Public Offering, and will file a motion for registration of the Merger Issue Shares with the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) as well as a motion with the WSE for the introduction of the Merger Shares to trading on the regulated market.


In light of the above, BZ WBK hereby presents to the public, as an attachment to this report, the Merger Plan (with schedules) and the report of the Management Board of BZ WBK in support of the merger of BZ WBK and Kredyt Bank.



Legal basis:
Article 56, section 1.2 of the Act on Public Offering and § 5, section 1.13 and § 19, section 2.1) and 2.2) of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities and the terms of deeming as equivalent the information required under the laws of non-member states.

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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