Current Report No. 22/2013

27 March, 2013

Changes in the Annual General Meeting of Bank Zachodni WBK S.A. agenda upon the shareholder’s request


Bank Zachodni WBK S.A. (“the Bank”) hereby advises that on 27th March 2013 it received from the shareholder – Banco Santander S.A. seated in Santander, request to include additional item – Changes in the composition of the Supervisory Board – in the agenda of the Annual General Meeting, which was convened on 17th April 2013.

Therefore, Bank makes public the agenda of the Annual General Meeting, which includes the item requested by the shareholder (i.e. item 17) and the draft of Annual General Meeting resolution regarding this item:

Agenda:

1.Opening of the General Meeting.
2.Electing the Chairman of the General Meeting.
3.Establishing whether the General Meeting has been duly convened and has the capacity to adopt resolutions.
4.Adopting the agenda for the General Meeting.
5.Reviewing and approving the Management Board’s report on the Bank's Zachodni WBK S.A. activities and the Bank's Zachodni WBK S.A. financial statements for 2012.
6.Reviewing and approving the Management Board’s report on the BZ WBK Group activities and the consolidated financial statements of the BZ WBK Group for 2012.
7.Reviewing and approving the Management Board’s report on the Kredyt Bank S.A. activities and the Kredyt Bank S.A. financial statements for 2012.
8.Reviewing and approving the Management Board’s report on the Kredyt Bank S.A. activities and the consolidated financial statements of the Kredyt Bank Group for 2012.
9.Adopting resolutions on distribution of profit, the dividend day and dividend payment date.
10.Giving discharge to the members of the Bank Zachodni WBK S.A. Management Board.
11.Giving discharge to the members of the Kredyt Bank S.A. Management Board.
12.Reviewing and approving the Supervisory Board's report on its activities in 2012 and the Supervisory Board’s report on the assessment of the financial statements of the Bank and the BZ WBK Group as well as the reports on the Bank's and the BZ WBK Group's activities.
13.Giving discharge to the members of the Bank Zachodni WBK S.A. Supervisory Board.
14.Giving discharge to the members of the Kredyt Bank S.A. Supervisory Board.
15.Changes to the Statutes of Bank Zachodni WBK S.A.
16.Adopting the consolidated text of the Statutes of Bank Zachodni WBK S.A.
17.Changes in the composition of the Supervisory Board.
18.Closing the General Meeting.

Draft resolution regarding item 17 of the agenda:

RESOLUTION OF THE ORDINARY GENERAL MEETING
OF BANK ZACHODNI WBK S.A.

(draft)

re. appointing the Supervisory Board Member

Pursuant to art. 385 §1 of the Commercial Companies Code, the following is hereby resolved:

§ 1

… shall be appointed as a member of the Supervisory Board of Bank Zachodni WBK S.A.

§ 2

The resolution becomes effective as of the date of its adoption.


Legal basis:
§ 38 clause 1 item 4 of the Finance Minister's Ordinance of 19 February 2009 on current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.

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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