Current Report No. 45/2013

20 December, 2013

BZ WBK concludes definitive agreements with AVIVA to extend their strategic cooperation in the bancassurance business in Poland – inside information


With reference to current report No. 37/2013 dated 2 August 2013, Bank Zachodni WBK S.A. (the "Bank") hereby announces that on 20 December 2013, following the satisfaction of the conditions precedent, in particular obtaining the decision of the Polish Financial Supervision Authority (the "PFSA") stating that there are no grounds to object to the direct acquisition by the Bank of 16% of the shares in BZ WBK-AVIVA Towarzystwo Ubezpieczeń na Życie S.A. ("TU S.A.") and BZ WBK-AVIVA Towarzystwo Ubezpieczeń Ogólnych S.A. ("TUO S.A.", and together with TU S.A., the "Insurance Companies") and the indirect acquisition by Banco Santander S.A. of 16% of the shares in each of the Insurance Companies (the "AVIVA Transfer") and obtaining consent from the President of the Polish Office of Competition and Consumer Protection for the AVIVA Transfer, the Bank and AVIVA International Insurance Limited ("AVIVA") entered into a definitive transfer agreement and transferred the ownership of 16% of the shares in each of the Insurance Companies.

Following the completion of the AVIVA Transfer, the Bank holds 66% of the total number of shares in the share capital and 66% of the total number of votes at the meetings of the shareholders of each of the Insurance Companies, while the remaining 34% of the shares are held by AVIVA.

As stated in current report No. 37/2013 dated 2 August 2013, AVIVA was granted a call option pursuant to which AVIVA or any company in the capital group of AVIVA nominated by AVIVA will be entitled to purchase from the Bank 17% of the share capital held by the Bank in each of the Insurance Companies on the terms and conditions set forth in the transaction documents.

It is estimated that the completion of the AVIVA Transfer will generate an after tax profit in the 2013 consolidated profit and loss account of the Bank in the amount of PLN 336 million as a result of the revaluation of the existing (50%) stakes in both Insurance Companies to the fair value thereof at the moment of the takeover of control of the Insurance Companies by the Bank.

At the moment of the release of this information the Bank has not completed the process of estimation of goodwill that will be recognised in the consolidated financial statements according to IFRS.


Legal basis: Article 56 sec. 1 item 1 of the Act dated 29 July 2005 on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and 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.

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