Current Report No. 3/2015

27 February, 2015

The closing of the sale by the Bank of a 17% equity stake in BZ WBK-AVIVA Towarzystwo Ubezpieczeń na Życie S.A. and BZ WBK-AVIVA Towarzystwo Ubezpieczeń Ogólnych S.A. to AVIVA International Insurance Limited – inside information

With reference to current report No. 37/2013 dated 2 August 2013, current report No. 45/2013 dated 20 December 2013 and current report No. 46/2014 dated 18 September 2014, Bank Zachodni WBK S.A. (the “Bank”) hereby announces that on 27 February 2015, following the exercise by AVIVA International Insurance Limited (“Aviva”) of the call option referred to in current report No. 46/2014 dated 18 September 2014, after the fulfilment of the conditions precedent, inter alia, obtaining a decision of the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) (the “PFSA”) confirming the absence of grounds for objecting to the direct acquisition by Aviva of 17% of the shares in BZ WBK-AVIVA Towarzystwo Ubezpieczeń na Życie S.A. (“TUnŻ S.A.”) and BZ WBK-AVIVA Towarzystwo Ubezpieczeń Ogólnych S.A. (“TUO S.A.” and, jointly with TUnŻ S.A., the “Insurance Companies”) and an indirect acquisition by Aviva plc of 17% of the shares in each of the Insurance Companies (the “Transfer”), and obtaining consent from the European Commission for the completion of the Transfer by the Bank – the Bank and Aviva concluded an agreement on the sale of 17% of the shares in each Insurance Company and effected a transfer of the ownership title to these shares to Aviva.

After the Transfer, the Bank holds 49% of the total number of the shares in the share capital and the total number of the votes in the general meetings of each of the Insurance Companies, with the remaining 51% of the shares and votes being held by AVIVA.

It is estimated that the completion of the Transfer will generate a net profit of PLN 461.7 million, which will be disclosed in the consolidated profit and loss account of the Bank’s capital group.

Legal basis:

Article 56 sec. 1 item 1 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 2009, No. 185, item 1439, 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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