Current Report No. 12/2017

17 May, 2017

Resolutions of the Annual General Meeting of BZ WBK Shareholders

Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 17th May 2017.

AGM Agenda:
1. Opening of the General Meeting.
2. Electing the Chairman of the General Meeting.
3. Establishing whether the General Meeting has been duly convened and has the capacity to adopt resolutions.
4. Adopting the agenda for the General Meeting.
5. Reviewing and approving the Bank's Zachodni WBK S.A. financial statements for 2016.
6. Reviewing and approving the consolidated financial statements of the BZ WBK Group for 2016.
7. Reviewing and approving the Management Board's report on the Bank's Zachodni WBK S.A. activities and the Management Board's report on the BZ WBK Group activities.
8. Adopting resolutions on distribution of profit, the dividend day and dividend payment date.
9. Giving discharge to the members of the Bank Zachodni WBK S.A. Management Board.
10. Reviewing and approving the Supervisory Board's report on its activities in 2016 and the Supervisory Board's report on the assessment of the financial statements of the Bank and the BZ WBK Group as well as the reports on the Bank's and the BZ WBK Group's activities; and applicable remuneration policy assessment.
11. Giving discharge to the members of the Bank Zachodni WBK S.A. Supervisory Board.
12. Appointing the Supervisory Board Members for a new term of office.
13. Appointing the Chairman of the Supervisory Board for a new term of office.
14. Determining the remuneration of the Supervisory Board Members.
15. Amendments to the Bank's Statutes.
16. Adopting the resolution regarding the increase of the Bank's share capital through the issuance of series M ordinary bearer shares, the waiver of the existing shareholders' pre-emptive rights with respect to the series M shares in their entirety, the amendment of the Statutes of the Bank, the application for the admission and introduction of the series M shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialisation of the series M shares, as well as authorisations for the Supervisory Board and for the Management Board.
17. Adopting the Incentive Scheme VI.
18. Expressing consent to apply higher maximum ratio of variable remuneration components to fixed remuneration components for managers in BZ WBK Group.
19. Closing the General Meeting.

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Legal Basis:

§38 clause 1 point 7 of the Finance Minister's Ordinance of 19 February 2009 on current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.

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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