Current Report No. 31/2014

24 July, 2014

First notification of the proposed division of Dom Maklerski BZ WBK S.A. with BANK ZACHODNI WBK S.A. as the acquiring company

The management board of Bank Zachodni WBK Spółka Akcyjna, a joint stock company with its registered office in Wrocław, postal address ul. Rynek 9/11, 50-950 Wrocław, Poland, entered into the Register of Business Entities kept by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under KRS No. 0000008723 (the “Bank” or the “Acquiring Company”), acting on the basis of Art. 539 §1 and 2 of the Commercial Companies Code (the “CCC”), in connection with Art. 4021 of the CCC, announces for the first time the proposed division of Dom Maklerski BZ WBK Spółka Akcyjna, a joint stock company with its registered office in Poznań, postal address pl. Wolności 15, 60-967 Poznań, Poland, entered into the register of business entities kept by the District Court for Poznań-Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register under KRS No. 0000006408, (“DM BZ WBK” or the “Company Being Divided”) (the “Division”).

The Division will be effected pursuant to Art. 529 §1 item 3 if the CCC, i.e.:

  • by transfer to the Acquiring Company of a part of the estate (assets and liabilities) of the Company Being Divided in the form of an organised part of the enterprise of DM BZ WBK connected with the provision of brokerage services and other services currently being rendered by the Company Being Divided which are not part of the Advertising Business (as defined below) (the “Brokerage Business”) and
  • by transfer to Giełdokracja spółka z ograniczoną odpowiedzialnością w organizacji, a limited liability company in organization with its registered office in Poznań, postal address pl. Wolności 15, 60-967 Poznań, Poland (the “NewCo”), of a part of the assets and liabilities of the Company Being Divided in the form of an organised part of the enterprise of DM BZ WBK involved in: (i) pursuing educational activities with respect to the operation of the capital market; (ii) operating internet portals, including the portal www.gieldokracja.pl; (iii) providing advertising services; and (iv) providing information-related services (the “Advertising Business”).

Pursuant to Art. 530 § 1 of the CCC, the Company Being Divided shall be wound up without going into liquidation on the date on which it is struck from the register, which will occur immediately upon the registration of the NewCo.

The plan of division of DM BZ WBK dated 24 July 2014 (the “Division Plan”) has been announced pursuant to Art. 535 §3 of the CCC by being posted on the websites of the Acquiring Company (at http://www.bzwbk.pl/investor-relations/bz-wbk-investor-relations.html) and of the Company Being Divided (at http://www.dmbzwbk.pl/informacje-o-dmbzwbk/o-nas/informacja-plan-podzialu.html).

As of 25 July 2014, Shareholders will be able to review the following documents referred to in Art. 540 §1 of the CCC at the offices of the Bank located at ul. Rynek 9/11 in Wrocław (50-950), Monday to Friday, 8:00 am to 4:00 pm:

  1. the Division Plan;
  2. the financial statements and management board reports on the activity of the Company Being Divided and of the Acquiring Company for the last three financial years, together with opinions and reports of certified auditors;
  3. the documents referred to in Art. 534 §2 of the CCC, i.e. draft resolutions on the Division, draft articles of association of the NewCo, the determination of the value of the estate of the Company Being Divided as at 1 June 2014, and the statement of account balances of the Company Being Divided as at 1 June 2014;
  4. the management board reports for the Company Being Divided, the Acquiring Company and the NewCo dated 24 July 2014, prepared for purposes of the Division.

Also, the Bank would like to clarify that no schedule referred to in Art. 534 § 2 item 4 of the CCC has been attached to the Division Plan in respect of the Acquiring Company due to the application of the exception referred to in Art. 534 § 4 of the CCC.

Also, please note that the court auditor’s opinion on the audit of the Division Plan as to its correctness and reliability, as referred to in Art. 537 §1 of the CCC, will be made available immediately upon being prepared by the court expert appointed by the competent registry court so that Shareholders can review it pursuant to Art. 540 §1 of the CCC. The information that the court expert’s opinion is available for review will be provided in the form of a current report as a follow-up to this notification.

Regardless of the above, the Division Plan and the management board reports for the Company Being Divided, the Acquiring Company and the NewCo dated 24 July 2014, prepared for the purposes of the Division, are also available on the Bank’s website (at http://www.bzwbk.pl/investor-relations/bz-wbk-investor-relations.html), and the financial statements and the management board reports of the Bank for the last three financial years, together with opinions and reports of certified auditors, are available on the Bank’s website (at http://www.bzwbk.pl/investor-relations/financial-statements/2014/financial-statements-2014.html).

As of 25 July 2014, Shareholders will have the right to demand to be provided with, on a free of charge basis, at the office of the Bank, the documents referred to in sections 1–4 above. Shareholders who agreed that the Bank may use electronic means of communication for communication purposes may be provided with copies of the documents referred to in sections 1-4 above in electronic form.

Legal basis:
Art. 539 §1 and 2 of the Act of 15 September 2000 on the Commercial Companies Code (Journal of Laws of 2013, Item 1030, as amended), in connection with Art. 4021 of the Commercial Companies Code and Art. 56 Section 1 item 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (consolidated text published in the Journal of Laws of 2013, Item 1382, as amended).

 
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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