Current Report No. 1/2013

4 January, 2013

Merger of Bank Zachodni WBK S.A. with Kredyt Bank S.A., the amendment of the Statute and the registration of the share capital increase in the National Court Register


Further to current report No. 2/2012 dated 28 February 2012, the management board of Bank Zachodni WBK S.A. (the “Company”) hereby announces that on 4 January 2013 it became aware earlier that day that the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register, registered the merger of the Company with Kredyt Bank S.A. (the “Merger”). The merger was effected in accordance with Art. 492 § 1 section 1 of the Code of Commercial Companies by way of a transfer of all of the assets of Kredyt Bank S.A. to the Company (a merger through acquisition) in exchange for newly issued series J shares in the Company, to be allotted to all of the existing shareholders of Kredyt Bank S.A.

Kredyt Bank S.A., which was acquired as a result of the Merger, is a universal bank whose client base includes retail customers, business entities and local government units.

In connection with the Merger, the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register, also entered in the National Court Register an amendment of the Company’s Statute that was adopted by the Extraordinary General Meeting of the Company on 30 July 2012.

The Company announces that on 4 January 2013 its share capital was increased from PLN 746,376,310 (seven hundred and forty-six million, three hundred and seventy-six thousand, three hundred and ten zlotys) to PLN 935,450,890 (nine hundred and thirty-five million, four hundred and fifty thousand, eight hundred and ninety zlotys), i.e. by PLN 189,074,580 (one hundred and eighty-nine million, seventy-four thousand, five hundred and eighty zlotys).

From 4 January 2013 (i.e. from the date of registration of the amendment of the Company’s Statute in the National Court Register) the Company’s share capital amounts to PLN 935,450,890 (nine hundred and thirty-five million, four hundred and fifty thousand, eight hundred and ninety) and is divided into 93,545,089 (ninety-three million, five hundred and forty-five thousand, eighty-nine) ordinary bearer shares with a nominal value of PLN 10 each, i.e.:

- 5,120,000 (five million, one hundred and twenty thousand) series A shares;
- 724,073 (seven hundred and twenty-four thousand, seventy-three) series B shares;
- 22,155,927 (twenty-two million, one hundred and fifty-five thousand, nine hundred and twenty-seven) series C shares;
- 1,470,589 (one million, four hundred and seventy thousand, five hundred and eighty-nine) series D shares;
- 980,393 (nine hundred and eighty thousand, three hundred and ninety-three) series E shares;
- 2,500,000 (two million, five hundred thousand) series F shares;
- 40,009,302 (forty million, nine thousand, three hundred and two) series G shares;
- 115,729 (one hundred and fifteen thousand, seven hundred and twenty-nine) series H shares;
- 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) series I shares;
- 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J shares.

The total number of votes attached to all of the existing shares is, as of 4 January 2013, 93,545,089 (ninety-three million, five hundred and forty-five thousand, eighty-nine).

Furthermore, the Company presents the amended and restated text of the Statute of Bank Zachodni WBK S.A. that incorporates the amendments registered by the court on 4 January 2013 in connection with the increase of the share capital by the value of the series J shares, as well as the former and currently valid wording of the relevant provisions of the Statute.

The former wording 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) series A ordinary bearer shares;
2) 724,073 (seven hundred and twenty-four thousand, 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, five hundred thousand) 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; and
9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) series I ordinary bearer shares.”

The effected amendment of the Statute:

Ҥ 10
The share capital of the Bank shall amount to PLN 935,450,890 (nine hundred thirty-five million, four hundred and fifty thousand, eight hundred and ninety) and is divided into 93,545,089 (ninety-three million, five hundred and forty-five thousand, eighty-nine) bearer shares having a nominal value of PLN 10.00 (ten) 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, 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, five hundred thousand) 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;
9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) series I ordinary bearer shares; and
10) 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares.”

The amended and restated text of the Company’s Statute incorporating the above amendments is attached to this report.


Documents and Downloads


Legal basis:
Paragraph 5 section 1 point 9 and 14, and paragraph 38 section 1 point 2 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and the conditions for recognizing as equivalent information the disclosure of which is required under the laws of a non-member state.


This material does not constitute an offer or an invitation or a basis for taking a decision to enter into any investment activity in respect of the securities of Bank Zachodni WBK Spółka Akcyjna (the “Bank”). In particular, this material does not constitute an offer to buy any securities in the United States. The Information Memorandum of the Bank (the “Memorandum”) prepared in connection with the public offering and the seeking of the admission of the shares in the Bank to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie), the consistency of which, in terms of form and substance, with the prospectus was confirmed on 6 December 2012 by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego), is the sole legally binding document containing information about the Bank and the public offering of its shares in Poland (the “Offering”). The Memorandum is made available on the Bank’s website (www.bzwbk.pl). This material does not represent recommendations within the meaning of the Regulation of the Minister of Finance dated 19 October 2005 on information constituting recommendations regarding financial instruments or the issuers thereof (Journal of Laws No. 206.1715).

This document is not intended for distribution, directly or indirectly, in or into the United States or in or into other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States, except in transactions not subject to registration under the U.S. Securities Act or pursuant to an exemption from such registration requirement.

The information contained in this document does not constitute an offer or an invitation to buy; the securities referred to in this report may not be sold in any jurisdiction in which such an offer or invitation to buy would be unlawful absent prior registration, exemption from such registration or other type of qualification under the laws of a given jurisdiction. This document may not be distributed in or into the United States, Canada, Australia or Japan or to any residents of Japan. The information contained in this document does not constitute an offer to sell or a solicitation of an offer to buy the securities in Canada or Japan.

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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Agnieszka Dowżycka