Current Report No. 17/2014

26 May, 2014

The fulfilment of a condition precedent of a significant agreement – the issuance by a court-appointed auditor of an opinion on the audit of the report of the management board of Bank Zachodni WBK S.A. regarding the in-kind contributions made to cover the increased share capital


Further to current report No. 41/2013 dated 27 November 2013 on the conclusion of an investment agreement (the “Agreement”) by Bank Zachodni WBK S.A. (the “Bank”), Santander Consumer Finance S.A. (“SCF”) and Banco Santander S.A. (“Banco Santander”) pursuant to which the Bank agreed on the terms and, subject to the satisfaction of the conditions precedent set out in the Agreement, to acquire 3,120,000 ordinary and preferred shares in Santander Consumer Bank S.A., with its registered office in Wrocław (“SCB”), representing 60% of the share capital of SCB and approximately 67% of the votes at the general meeting of SCB, and current report No. 9/2014 dated 10 April 2014 on, inter alia, the public announcement of a report of the management board of the Bank concerning the in-kind contributions made to cover the increased share capital of the Bank prepared pursuant to Article 311 § 1 in conjunction with Article 431 § 7 of the Act dated 15 September 2000 – the Commercial Companies Code (the “CCC”, the “Report”), the Bank hereby publicly announces the opinion of the court-appointed auditor on the Report issued pursuant to Article 312 § 1 of the CCC, which was delivered to the Bank on 26th May 2014.


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Legal basis:
Art. 56 section 1.2 of the Act on Public Offerings and § 5 item 1(4) 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.

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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