Current Report No. 23/2014

25 June, 2014

Satisfaction of a condition precedent to a material agreement – the consent of the Polish Financial Supervision Authority for the amendment of the Bank’s statute

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. and Banco Santander S.A. 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 (the “Transaction”), and current report No. 9/2014 dated 10 April 2014 on, inter alia, the intention to amend § 10 of the Bank’s statute related with the increase of the Bank’s share capital, on 25 June 2014 it has been brought to the attention of the Bank that on 24 June 2014, the Polish Financial Supervision Authority adopted a decision permitting the Bank to amend §10 of the Bank’s statute (the “PFSA Decision”).

The receipt of the PFSA Decision satisfies one of the conditions precedent for the closing of the Transaction provided for in the Agreement.

Legal basis:
Art. 56 section 1.2 of the Act on Public Offering and § 5 item 1(4) of the Regulation of the Minister of Finance dated 19 February 2009 on current and interim 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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