Current Report No. 28/2014

11 July, 2014

Registration of amendments to the Bank Zachodni WBK S.A. Statutes and increase Bank’s share capital, as adopted by the Annual General Meeting of Bank Zachodni WBK S.A., in National Court Register

 

Bank Zachodni WBK S.A. (“Bank”) advises that on 11 July 2014 it was informed that on 11 July 2014 the District Court for Wrocław-Fabryczna, VI Commercial Section of the National Court Register entered into the National Court Register the change in the Bank’s Statutes approved by the Annual General Meeting on 16th April 2014 (ref. WR.VI NS-REJ.KRS/12724/14/115).

 

Bank informs that on 11 July 2014 its share capital was increased from PLN 935 450 890 (nine hundred thirty five million four hundred fifty thousand eight hundred and ninety zloty) to PLN 938 506 320 (nine hundred thirty eight million five hundred and six thousand three hundred and twenty zloty), i.e. by PLN 3 055 430 (three million fifty five thousand four hundred and thirty zloty). The increased share capital has been paid in full.

This increase of the share capital took place within the private placement with the exclusion of the pre-emptive rights of the present shareholders in respect of the shares of the K series ordinary bearer shares covered by Incentive Scheme IV participants.

Since 11 July 2014 (i.e. registration the Bank’s Statutes amendments in the National Court Register) share capital of the Bank amounts to 938 506 320 (nine hundred thirty eight million five hundred and six thousand three hundred and twenty zloty) and is divided into 93 850 632 (ninety three million eight hundred fifty thousand six hundred and thirty two) bearer shares of the nominal value of PLN 10 (ten zloty) each, including:

- 5 120 000 of A-series shares,
- 724 073 of B-series shares,
- 22 155 927 of C-series shares,
- 1 470 589 of D-series shares,
- 980 393 of E-series shares,
- 2 500 000 of F-series shares,
- 40 009 302 of G-series shares,
- 115 729 of H-series shares,
- 1 561 618 of I-series shares,
- 18 907 458 of J-series shares,
- 305 543 of K-series shares.

 

The issued shares carry 93 850 632 votes in total since 11 July 2014.

At the same time, Bank presents the consolidated text of its Statutes which incorporates the changes registered on 11 July 2014 by the court in connection with the registration the share capital increase by the nominal value of K-series shares, as well as the former and current version of amended provisions.

The previous wording of §10:

Ҥ10
The share capital of the Bank shall amount to PLN 935,450,890 (nine hundred and thirty-five million, four hundred and fifty thousand, eight hundred and ninety zlotys) and shall be divided into 93,545,089 (ninety-three million, five hundred and forty-five thousand and eighty-nine) bearer shares with a nominal value of PLN 10 (ten zlotys) each, including:
1) 5,120,000 (five million one hundred and twenty thousand) series A ordinary bearer shares,
2) 724,073 (seven hundred and twenty four thousand and seventy three) series B ordinary bearer shares,
3) 22,155,927 (twenty two million one hundred and fifty five thousand nine hundred and twenty seven) series C ordinary bearer shares,
4) 1,470,589 (one million four hundred and seventy thousand five hundred and eighty nine) series D ordinary bearer shares,
5) 980,393 (nine hundred and eighty thousand three hundred and ninety three) series E ordinary bearer shares,
6) 2,500,000 (two million and five hundred) series F ordinary bearer shares, 7) 40,009,302 (forty million nine thousand three hundred and two) series G ordinary bearer shares,
8) 115.729 (one hundred and fifteen thousand seven hundred and twenty nine) series H ordinary bearer shares,
9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares,
10) 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) ordinary series J bearer shares.”

Amendment of §10:

Ҥ10
The Bank’s share capital is PLN 938,506,320 (nine hundred thirty eight million five hundred six thousand three hundred and twenty) and is divided into 93,850,632 (ninety three million eight hundred fifty thousand six hundred and thirty two) bearer shares with the nominal value of PLN 10 (ten) each, including:
1) 5,120,000 (five million one hundred twenty thousand) series A ordinary bearer shares,
2) 724,073 (seven hundred twenty four thousand and seventy three) series B ordinary bearer shares,
3) 22,155,927 (twenty two million one hundred fifty five thousand nine hundred and twenty-seven) series C ordinary bearer shares,
4) 1,470,589 (one million four hundred seventy thousand five hundred and eighty nine) series D ordinary bearer shares,
5) 980,393 (nine hundred eighty thousand three hundred and ninety three) series E ordinary bearer shares,
6) 2,500,000 (two million five hundred thousand) series F ordinary bearer shares,
7) 40,009,302 (forty million nine thousand three hundred and two) series G ordinary bearer shares,
8) 115,729 (one hundred fifteen thousand seven hundred and twenty nine) series H ordinary bearer shares,
9) 1,561,618 (one million five hundred sixty one thousand six hundred and eighteen) series I ordinary bearer shares,
10) 18,907,458 (eighteen million nine hundred seven thousand four hundred and fifty eight) series J ordinary bearer shares,
11) 305,543 (three hundred five thousand five hundred and forty three) series K ordinary bearer shares”.

Full text of the amended Bank's Statutes is appended hereto.

Documents and Downloads

 
 

Legal basis:
§ 5 clause 1 point 9 and §38 section1 point 2 of Finance Minister Resolution of 19 February 2009 on current and financial information provided by securities issuers and conditions governing recognition of information required under regulations 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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