Current Report No. 30/2014

18 July, 2014

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

 

Bank Zachodni WBK S.A. (the “Bank”) hereby states that on 18 July 2014, it was informed that on 18 July 2014, the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register, entered into the National Court Register the changes to the Bank’s statute adopted by the extraordinary general meeting of the shareholders of the Bank held on 30 June 2014 (ref. WR.VI.Ns-Rej. KRS 16988/14/131).

Given the above, the Bank’s share capital was increased from PLN 938,506,320 (nine hundred and thirty-eight million, five hundred and six thousand, three hundred and twenty zlotys) to PLN 992,345,340 (nine hundred and ninety-two million, three hundred and forty-five thousand, three and forty zlotys), i.e. by PLN 53,839,020 (fifty-three million, eight hundred and thirty-nine thousand, and twenty zlotys). The shares acquired in the increased share capital were paid up in full.

The share capital increase was implemented by way of a private placement with the exclusion of the pre-emptive rights of the existing shareholders in respect of the ordinary series L bearer shares which were taken up by Santander Consumer Finance S.A., with its registered office in Madrid.

Since 18 July 2014 (i.e. since the registration of the amendments to the Bank’s statute in the National Court Register), the share capital of the Bank has amounted to PLN 992,345,340 (nine hundred and ninety-two million, three hundred and forty-five thousand, three hundred and forty zlotys) and is divided into 99,234, 534 (ninety-nine million, two hundred and thirty-four thousand, five hundred and thirty-four) bearer shares with a nominal value of PLN 10 (ten zloty) each, including:

- 5,120,000 series A shares;
- 724,073 series B shares;
- 22,155,927 series C shares;
- 1,470,589 series D shares;
- 980,393 series E shares;
- 2,500,000 series F shares;
- 40,009,302 series G shares;
- 115,729 series H shares;
- 1,561,618 series I shares;
- 18,907,458 series J shares;
- 305,543 series K shares; and
- 5,383,902 series L shares.

As of 18 July 2014, the overall number of votes at the general meeting of the shareholders of the Bank amounts to 99,234, 534 (ninety-nine million, two hundred and thirty-four thousand, five and thirty-four).

At the same time, the Bank presents to the public the consolidated text of its statute, which incorporates the changes referred to above, as well as publishes the former and the current version of the amended provisions of the statute.

The previous wording of § 10:

Ҥ 10
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.”

Amended wording of § 10:

Ҥ 10
The Bank’s share capital amounts to PLN 992,345,340 (nine hundred and ninety-two thousand, three hundred and forty-five thousand, three hundred and forty zlotys) and is divided into 99,234,534 (ninety-nine million, two hundred and thirty-four thousand, five hundred and thirty-four) bearer shares with a nominal value of PLN 10 (ten) 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, 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 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) series I ordinary bearer shares;

10) 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares;

11) 305,543 (three hundred and five thousand, five hundred and forty-three) series K ordinary bearer shares; and

12) 5,383,902 (five million, three hundred and eighty-three thousand, nine hundred and two) series L ordinary bearer shares.”

Documents and Downloads

 
 

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