Current Report No. 2/2013

8 January, 2013

Resolution of the National Depository for Securities (the “NDS”) on the registration of the series J shares in Bank Zachodni WBK S.A. and setting the reference date.


The management board of Bank Zachodni WBK S.A. (the “Bank”) hereby announces that on 8 January 2013 it became aware that the management board of the NDS adopted resolution No. 24/13 on the registration of 18,907,458 series J shares in the Bank, i.e. the merger shares in the Bank issued in connection with its merger with Kredyt Bank S.A. (the “Merger”). Pursuant to the NDS’s resolution, the series J shares will be registered under code PLBZ00000044. The series J shares will be registered on the condition that the company operating the regulated market adopts a decision on the introduction of these shares to trading on the regulated market.

The series J shares will be registered within three days from the receipt by the NDS of the documents confirming the adoption of a resolution on the introduction of these shares to trading on the regulated market, not earlier than on the date indicated in the said decision as the date of the introduction of these shares to trading.

Furthermore, based on this resolution the NDS set the reference date at 9 January 2013. The information memorandum prepared by the Bank in connection with the Merger defines the reference date as the date as at which the number of shares in Kredyt Bank S.A. held by shareholders of Kredyt Bank S.A. will be determined in exchange for which the series J shares in the Bank will be allotted to such shareholders in accordance with an agreed exchange ratio.


Legal basis:
Paragraph 34 section 1 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 recognising 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 will be 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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