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Santander Bank Polska S.A.
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Message from the Operations Department of the National Depository for Securities (Dział Operacyjny Krajowego Depozytu Papierów Wartościowych S.A.) regarding the registration of J series shares in Bank Zachodni WBK S.A.
The management board of Bank Zachodni WBK S.A. (the “Bank”) hereby announces that on 24 January 2013 it received a message from the Operations Department of the National Depository for Securities (Dział Operacyjny Krajowego Depozytu Papierów Wartościowych S.A.) (“KDPW”) stating that on 25 January 2013 the KDPW would register 18,907,458 series J shares in the Bank with a nominal value of PLN 10 each, i.e. the merger shares in the Bank issued in connection with its merger with Kredyt Bank S.A., assigned the following code: PLBZ00000044, in compliance with resolution No. 24/13 of the management board of the KDPW dated 8 January 2013 with respect to which the Bank informed the public in current report No. 2/2013 thereof.
Paragraph 34 item 1 point 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 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.
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