Current Report No. 35/2013

31 July, 2013

Transmission of inside information – BZ WBK Management Board decision on the sale of the subsidiary company's shares

Bank Zachodni WBK S.A. ("BZ WBK") hereby informs that on 30 July 2013 the Management Board of BZ WBK adopted a resolution giving consent to the conclusion of a transaction regarding the sale of 67,500 privileged, registered shares of BZ WBK Asset Management S.A. with its registered office in Poznań ("BZ WBK Asset Management"), entitling the holder to 50% of the total number of votes at the General Meeting of Shareholders of BZ WBK Asset Management, for the total price of PLN 156,750,000 (in words: one hundred and fifty-six million, seven hundred and fifty thousand zlotys) ("Price") to SAM Investment Holdings Limited with its registered office in Jersey ("SAM Investment Holdings"). The Price is subject to adjustments if the volume of assets under the management of BZ WBK Asset Management and the amount of the minimum regulatory capital of BZ WBK Towarzystwo Funduszy Inwestycyjnych S.A., being the subsidiary of BZ WBK Asset Management, are different on the date of the closing of the Transaction than those used for the purpose of the valuation.

The transaction will be concluded in connection with Banco Santander entering into an agreement with the subsidiaries of the world's leading private equity funds, Warburg Pincus and General Atlantic; the information on this agreement was provided to investors in BZ WBK's current report No. 32/2013 of 30 May 2013.

It is planned that the agreement related to the transaction will be signed in the coming weeks and the transaction will be completed by the end of 2013.

The conclusion of the transaction will be subject to obtaining the approval of the competent supervisory authorities, including the lack of an objection from the Polish Financial Supervision Authority to the acquisition of BZ WBK Asset Management's shares by SAM Investment Holdings.

Legal basis:
Article 56 paragraph 1 subparagraph 1 of the Polish Act of 20 July 2005 on Public Offerings and the Terms and Conditions of Introducing Financial Instruments to an 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

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