Current Report No. 16/2017

21 Jun, 2017

Closing of the private placement of series M shares under the Incentive Scheme V

Given the completion of the subscription for ordinary bearer series M shares ("the Shares"), Bank Zachodni WBK SA (the "Bank") hereby provides the information on the subscription.

The subscription for the shares was made pursuant to Resolution No. 43 of the Annual General Meeting of the Bank dated 17th May 2017 re. increase in the Bank's share capital by means of issue of the ordinary bearer series M shares, waiving in full the existing shareholders' pre-emptive rights to series M shares, amending the Bank's Statutes, placing a request for registration and floating of series M shares on the regulated market maintained by the Warsaw Stock Exchange and dematerializing series M shares, as well as authorizations for the Supervisory Board and for the Management Board published in current report no. 12/2017.

1. date of the subscription commencement and completion
a) date of the subscription commencement: 19 May 2017
b) date of the subscription completion: 20 June 2017, inclusive;

2. date of allotment of shares:
21 June 2017;

3. number of shares offered for subscription:
98 947 (ninety eight thousand nine hundred forty seven) Shares (nominal value - PLN 10 each Share)

4. reduction rate in individual tranches, when in at least one tranche the number of allocated securities was lower than the number of securities subscribed for:
not applicable;

5. number of shares subscribed for:
98 947 (ninety eight thousand nine hundred forty seven) Shares;

6. number of shares allocated under the subscription:
98 947 (ninety eight thousand nine hundred forty seven) Shares;

7. price at which the shares were taken up:
PLN 10.00 (ten) per share;

8. number of persons who subscribed for shares under the subscription or under the sale in individual tranches:
426 people (there was no division into tranches);

9. number of persons to whom shares were allocated for shares under the subscription or under the sale in individual tranches:
426 people (there was no division into tranches);

10. name (company) of underwriters who acquired securities par. 33 sec. under underwriting agreements, specifying the number of securities they took up along with the actual price per share (issue or sale price, after deduction of the remuneration for taking up a single share acquired by the underwriter under the underwriting agreement):
the Bank did not enter into an underwriting agreement;

11. value of the subscription understood as a product of the number of shares covered by the offer and issue or sale price:
PLN 989 470 (nine hundred eighty nine thousand four hundred and seventy);

12. total amount of costs that were taken to the issue costs indicating the amount of the costs by type, at least with a break-down into the costs of:
a) preparing and conducting the offer:
not applicable;
b) remuneration for underwriters, separately for each one:
not applicable, the issuer did not enter into an underwriting agreement;
c) drawing up the prospectus, including advisory fees:
issuer did not prepare the prospectus;
issuer prepared the information memorandum - the cost of preparing the memorandum amounted to PLN 110 000 (including the costs of advisory),
d) offer promotion:
no promotion fees;
- along with methods of settling/accounting for these costs in the accounting books and the way they are disclosed in the issuer's financial statements - the above costs of issuance the shares K series were included in the profit and loss account of the Bank,

13. the average cost of conducting the subscription per one share covered by subscription:
PLN 1.11.

Legal Basis:

§ 33 section 1 of the Regulation of the Minister of Finance dated 19 February 2009 on current and interim information provided by issuers of securities and on conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259).

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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