Current Report No. 55/2014

31 October, 2014

Division of Dom Maklerski BZ WBK S.A., with Bank Zachodni WBK S.A. being the acquiring company.

With reference to current reports No. 31/2014 dated 24 July 2014, 42/2014 dated 14 August 2014 and 43/2014 dated 29 August 2014, the management board of Bank Zachodni WBK Spółka Akcyjna with its registered seat in Wrocław, at ul. Rynek 9/11, 50-950 Wrocław, Poland, entered in the Register of Business Entities kept by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under number KRS 0000008723 (the “Bank” or the “Acquiring Company”), hereby gives notice of the division of Dom Maklerski BZ WBK Spółka Akcyjna with its registered seat in Poznań, at pl. Wolności 15, 60-967 Poznań, Poland, entered in 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 number KRS 0000006408 (“DM BZ WBK” or the “Company Being Divided”) (the “Division”).

The management board of the Bank hereby announces that on 31 October 2014 it learned that:

  • on 31 October 2014, the District Court for Poznań-Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register, entered Giełdokracja spółka z ograniczoną odpowiedzialnością, with its registered seat in Poznań, at pl. Wolności 15, 60-967 Poznań, into the National Court Register under number KRS 527152 (the “NewCo”), i.e. the company created as a result of the Division;
  • on 31 October 2014, the District Court for Poznań-Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register, deleted, as a result of the Division, the Company Being Divided from the National Court Register.

The Division of DM BZ WBK was effected in accordance with the procedure specified in Art. 529 §1.3 of the Commercial Companies Code, i.e.:

  • through a transfer of a part of the assets and liabilities of the Company Being Divided to the NewCo in the form of an organised part of the enterprise of DM BZ WBK connected with: (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”);
  • through a transfer of a part of the assets and liabilities of the Company Being Divided to the Acquiring Company in the form of an organised part of the enterprise of DM BZ WBK connected with the provision of brokerage services, as well as certain other services provided before the Division by the Company Being Divided and not constituting the Advertising Business.

Pursuant to Art. 550 of the Commercial Companies Code, due to the fact that the Acquiring Company was the sole shareholder of the Company Being Divided, no increase in the share capital of the Acquiring Company was effected in connection with the Division.

As a result of the Division, the Acquiring Company acquired all the shares in the NewCo, i.e. 1,000 (one thousand) shares with a nominal value of PLN 100.00 (one hundred) each and an aggregate nominal value of PLN 100,000.00 (one hundred thousand).

Legal basis:
Art. 539 §1 and 2 of the Commercial Companies Code dated 15 September 2000 (Journal of Laws of 2013, item 1030, as amended), in connection with Art. 4021 of the Commercial Companies Code and Art. 56 section 1.2 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (amended and restated: Journal of Laws of 2013, item 1382).

 
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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