Current Report No. 29/2012

9 August, 2012

Registration of amendments to the Bank Zachodni WBK S.A. Statutes and changes Bank’s share capital, as adopted by the Annual General Meeting of Bank Zachodni WBK S.A., in National Court Register

Bank Zachodni WBK S.A. (“Bank”) advises that on 09.08.2012 it was informed that on 09.08.2012 the District Court for Wrocław-Fabryczna, VI Commercial Section of the National Court Register entered into the National Court Register the change in the Bank’s Statutes approved by the Annual General Meeting of Shareholders on 10th May 2012 (ref. WR.VI NS-REJ.KRS/18831/12/754).

Bank informs that on 09.08.2012 its share capital was topped up from PLN 730 760 130 (seven hundred thirty million seven hundred sixty thousand one hundred and thirty zloty) to 746 376 310 (seven hundred forty six million three hundred seventy six thousand three hundred and ten zloty), i.e. by PLN 15 616 180 (fifteen million six hundred sixteen thousand one hundred and eighty zloty). The topped-up share capital has been paid in full.

This increase of the share capital took place within the private placement with the exclusion of the pre-emptive rights of the present shareholders in respect of the shares of the I series ordinary bearer shares covered by European Bank for Reconstruction and Development.

Since 09.08.2012 (i.e. registration the Bank’s Statutes amendments in the National Court Register) share capital of the Bank amounts to PLN 746 376 310 (seven hundred forty six million three hundred seventy six thousand three hundred and ten zloty) and is divided into 74 637 631 (seventy four million six hundred thirty seven thousand six hundred and thirty one) bearer shares of the nominal value of PLN 10 (ten zloty) each, including:

  • 5 120 000 of A-series shares,
  • 724 073 of B-series shares,
  • 22 155 927 of C-series shares,
  • 1 470 589 of D-series shares,
  • 980 393 of E-series shares,
  • 2 500 000 of F-series shares,
  • 40 009 302 of G-series shares,
  • 115 729 of H-series shares,
  • 1 561 618 of I-series shares.

The issued shares carry 74 637 631 votes in total since 09.08.2012.

At the same time, Bank presents the consolidated text of its Statutes which incorporates the changes registered on 09.08.2012 by the court in connection with the registration the share capital increase by the nominal value of I-series shares, as well as the former and current version of amended provisions.

The previous wording of §10:

Ҥ 10.
The share capital of the Bank amounts to PLN 730.760.130 (seven hundred and thirty million seven hundred and sixty thousand one hundred and thirty zloty) and is divided into 73.076.013 (seventy three million sixty seven thousand and thirteen) bearer shares of the nominal value of PLN 10 (ten zloty) each, including:
1) 5,120,000 (five million one hundred and twenty thousand) series A ordinary bearer shares,
2) 724,073 (seven hundred and twenty four thousand and seventy three) series B ordinary bearer shares,
3) 22,155,927 (twenty two million one hundred and fifty five thousand nine hundred and twenty seven) series C ordinary bearer shares,
4) 1,470,589 (one million four hundred and seventy thousand five hundred and eighty nine) series D ordinary bearer shares,
5) 980,393 (nine hundred and eighty thousand three hundred and ninety three) series E ordinary bearer shares,
6) 2,500,000 (two million and five hundred) series F ordinary bearer shares,
7) 40,009,302 (forty million nine thousand three hundred and two) series G ordinary bearer shares,
8) 115,729 (one hundred and fifteen thousand seven hundred and twenty nine) series H ordinary bearer shares.”.

Amendment of §10:

Ҥ 10.
The share capital of the Bank shall amount to PLN 746,376,310 (seven hundred and forty-six million, three hundred and seventy-six thousand, three hundred and ten zlotys) and shall be divided into 74,637,631 (seventy-four million, six hundred and thirty-seven thousand, six hundred and thirty one) bearer shares having a nominal value of PLN 10.00 (ten) each, including:
1) 5,120,000 (five million, one hundred and twenty thousand) ordinary series A bearer shares;
2) 724,073 (seven hundred and twenty-four thousand, seventy-three) ordinary series B bearer shares;
3) 22,155,927 (twenty-two million, one hundred and fifty-five thousand, nine hundred and twenty-seven) ordinary series C bearer shares;
4) 1,470,589 (one million, four hundred and seventy thousand, five hundred and eighty-nine) ordinary series D bearer shares;
5) 980,393 (nine hundred and eighty thousand, three hundred and ninety-three) ordinary series E bearer shares;
6) 2,500,000 (two million, five hundred thousand) ordinary series F bearer shares;
7) 40,009,302 (forty million, nine thousand, three hundred and two) ordinary series G bearer shares;
8) 115,729 one hundred and fifteen thousand, seven hundred and twenty-nine) ordinary series H bearer shares;
9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares.”

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

Legal basis:
§ 5 clause 1 point 9 and §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.

Contact for investors and analysts

Agnieszka Dowżycka