Current Report No. 8/2014


The fulfillment of a condition precedent for a significant agreement

In connection with the current report No. 41/2013 dated 27 November 2013 on the conclusion of an investment agreement by Bank Zachodni WBK S.A. (the “Bank”), Santander Consumer Finance S.A. (“SCF”) and Banco Santander S.A. (“Banco Santander”) (the “Agreement”), under which the Bank agreed on the terms and, subject to the satisfaction of the conditions precedent set out in the Agreement, to acquire 3,120,000 ordinary and preferred shares in Santander Consumer Bank S.A., with its registered office in Wrocław (“SCB”), representing 60% of the share capital of SCB and approximately 67% of the votes at the general meeting of the shareholders of SCB (the “Transaction”), the Bank hereby announces that on 8 April 2014 the Polish Financial Supervision Authority (the “PFSA”) issued a decision confirming that it has no objections to the acquisition by the Bank of shares in SCB representing more than 50% of the share capital and the votes at the general meeting of the shareholders of SCB (the “KNF Clearance”). Obtaining the KNF Clearance fulfils one of the conditions precedent to the Transaction stipulated in the Agreement.

Legal basis:

Art. 56 section 1.2 of the Act on Public Offerings and § 5 item 1 point 4) of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and the conditions for recognising as equivalent information the disclosure of which is required under the laws 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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