Current Report No. 6/2012

29 March, 2012

Agreement with the European Bank for Reconstruction and Development

Bank Zachodni WBK S.A (BZ WBK) hereby informs that on 29 March 2012 it entered into an investment agreement with the European Bank for Reconstruction and Development (EBRD) which provides for the EBRD’s equity investment of PLN 332 million in BZ WBK to support the planned BZ WBK- Kredyt Bank merger (“the Merger”).

As per the agreement, the EBRD will subscribe for 1,561,618 BZ WBK shares in a private placement transaction, excluding - in BZ WBK’s interest – the existing shareholders’ pre-emptive right. The share issue price is PLN 212.60, which represents the reference price for BZ WBK shares of PLN 226.40 agreed in the investment agreement entered into by Banco Santander S.A. and KBC Bank NV, ex-dividend and, with a discount similar to customary discounts applicable in private placement transactions.

Upon completion of the proposed Merger, EBRD will hold a minority equity stake in BZ WBK. .

The said investment is subject to the Polish Financial Supervision Authority’s approval of relevant changes to the Statutes of BZ WBK with respect to capital increase and a relevant resolution to be adopted by BZ WBK General Meeting.

Legal base:
art. 56 sec.1 point 1 the Act dated 29 July 2005 on public offering and conditions of introducing the financial instruments to organized trading system and on public companies

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