Current Report No. 23/2012

16 July, 2012

The second notification of the proposed merger with Kredyt Bank S.A.


Further to current report No. 21/2012 published on 28 June 2012, the Management Board of Bank Zachodni WBK Spółka Akcyjna, with its with its registered seat in Wrocław and postal address at Rynek 9/11, entered in the Register of Business Entities maintained by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under KRS No. 0000008723 (the “Bank”), acting pursuant to Art. 504 § 1 and 2 of the Polish Commercial Companies Code (the “CCC”), read in conjunction with Art. 4021 § 1 of the CCC, hereby gives the second notification of the proposed merger of the Bank (the acquirer) with Kredyt Bank S.A., with its registered office in Warsaw and postal address at ul. Kasprzaka 2/8, entered in the Register of Business Entities maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register, under KRS No. 19597 (“Kredyt Bank”) (the acquiree) (the “Merger”).


The Merger Plan of both companies through the transfer of the entire estate (all the assets and liabilities) of Kredyt Bank to the Bank (merger by acquisition) dated 11 May 2012 (the “Merger Plan”) was announced on 18 May 2012 in Monitor Sądowy i Gospodarczy (Court and Business Gazette) No. 96/2012, item 6454, and since 11 May 2012 it has been available on the following webpage of the Bank: ir.bzwbk.pl//static3.santander.pl/asset/c/u/r/current-raport-17-2012-merger-plan_27259.pdf


The adoption by the Extraordinary General Meeting of the Bank of a resolution on the Merger of Kredyt Bank with the Bank is planned to take place on 30 July 2012. The convocation of the Extraordinary General Meeting scheduled for 30 July 2012 was announced in current report No. 21/2012 dated 28 June 2012, which is available on the following webpage of the Bank: ir.bzwbk.pl//static3.santander.pl/asset/r/a/p/raport_biezacy-21-2012_en_27734.pdf


In the same report, the Bank gave the first notification of the proposed Merger.

As of 28 June 2012, at the offices of the Bank at ul. Rynek 9/11 in Wrocław (50-950), from Monday to Friday, from 8.00 a.m. to 4.00 p.m., the Shareholders may inspect the documents referred to in Art. 505 § 1 of the CCC, namely:


  1. the Merger Plan;
  2. the financial statements and annual reports of the management boards on the activities of the Bank and Kredyt Bank for the previous three financial years together with audit opinions and auditor’s reports;
  3. the documents referred to in Art. 499 § 2 of the CCC, i.e. draft resolutions regarding the Merger, the proposed amendments to the statute of the Bank and the determination of the value of the estate of Kredyt Bank;
  4. the reports of the management boards of the Bank and of Kredyt Bank dated 11 May 2012 justifying the Merger; and
  5. the opinion dated 20 June 2012 on the audit of the Merger Plan.

As of the same day, at the offices of the Bank the Shareholders may request that copies of the documents listed in items 1 to 5 above be issued to them free of charge. Copies of these documents may also be emailed to the Shareholders who have agreed to be contacted by the Bank by electronic means.


The aforementioned documents are also available on the website of the Bank (www.bzwbk.pl/wza).


Legal basis:
Article 56 section 1.2) of the Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies dated 29 July 2005 Article 504 § 1 and 2, Article 505 § 1 and Article 402¹ §1 of the Commercial Companies Code dated 15 September 2000.

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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