Current Report No. 26/2014 - correction

3 July, 2014

Closing the acquisition by Bank Zachodni WBK S.A. of the shares in Santander Consumer Bank S.A. – acquisition of material assets – correction

 

Bank Zachodni WBK S.A. (the “Bank”) hereby states that in current report No. 26/2014 dated 1 July 2014 as a result of an obvious accounting error:

 

1. In the third paragraph the information regarding the percentage share of the ordinary bearer series L shares of the Bank and the information regarding the type of the series L shares has been changed

Was: “On the terms set out in the Agreement and in the Purchase Agreement, the Bank agreed to issue 5,383,902 (five million, three hundred and eighty-three thousand, nine hundred and two) ordinary registered series L shares in the Bank with a nominal value of PLN 10 (ten) each constituting 1.6% of the share capital of the Bank and authorising the exercise of 1.6% of the votes at the general meeting of the Bank (the “New Shares”) which will be offered to and subscribed for solely by SCF as consideration for an in-kind contribution constituting the SCB Shares.”

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Is: “On the terms set out in the Agreement and in the Purchase Agreement, the Bank agreed to issue 5,383,902 (five million, three hundred and eighty-three thousand, nine hundred and two) ordinary bearer series L shares in the Bank with a nominal value of PLN 10 (ten) each after the registration by a relevant court of the changes in the share capital of the Bank related to the issuance of the series K shares and the series L shares will constitute 5.42% of the share capital of the Bank and authorising the exercise of 5.42% of the votes at the general meeting of the Bank (the “New Shares”) which will be offered to and subscribed for solely by SCF as consideration for an in-kind contribution constituting the SCB Shares.”

 

2. In the sixth paragraph the information regarding the shareholding of Banco Santander S.A. in the Bank has been changed.

Was: “As at the Transaction Closing Date Santander is the parent entity of the Bank with a direct holding of 70% of the Bank’s share capital authorising it to exercise 70% of the votes at the general meeting of the Bank. After the registration by a relevant court of the issuance of the New Shares and the depositing thereof on the securities account of SCF, Santander will hold in aggregate 71.6% of the share capital of the Bank authorising it to exercise 71.6% of the votes at the general meeting of the Bank, where 70% of the share capital of the Bank and the corresponding number of votes at the general meeting of the Bank will be held directly and 1.6% will be held indirectly through SCF.”

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Is: “As at the Transaction Closing Date Santander is the parent entity of the Bank with a direct holding of 70% of the Bank’s share capital authorising it to exercise 70% of the votes at the general meeting of the Bank. After the registration by a relevant court of the issuance of the New Shares and the issuance of the series K shares and the depositing of the New Shares on the securities account of SCF, Santander will hold in aggregate 71.41% of the share capital of the Bank authorising it to exercise 71.41% of the votes at the general meeting of the Bank, where 65,99% of the share capital of the Bank and the corresponding number of votes at the general meeting of the Bank will be held directly and 5.42% will be held indirectly through SCF.”

Therefore, Bank publishes the correct text of the report.

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Legal basis:
§ 6 clause 2 of the Finance Minister’s Ordinance of 19 February 2009 re. current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required under the laws of non-member states.

 
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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