Current Report No. 19/2017

3 Aug, 2017

Registration of amendments to the Bank Zachodni WBK S.A. Statutes and increase Bank's share capital, as adopted by the Annual General Meeting of Bank Zachodni WBK S.A., in National Court Register

Bank Zachodni WBK S.A. ("Bank") hereby states that on 3 August 2017 it was informed that on 3 August 2017, the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register, entered into the National Court Register the changes to the Bank's statute adopted by the Annual General Meeting of the shareholders of the Bank held on 17 May 2017 (ref. WR.VI.Ns-Rej. KRS 22270/17/627).

Given the above, the Bank's share capital was increased from PLN 992,345,340 (nine hundred and ninety-two million, three hundred and forty-five thousand, three hundred and forty zlotys) to PLN 993,334,810 (nine hundred and ninety-three million, three hundred and thirty-four thousand, eight hundred and ten zlotys), i.e. by PLN 989,470 (nine hundred and eighty-nine thousand, four hundred and seventy zlotys). The shares acquired in the increased share capital were paid up in full.

This increase of the share capital took place within the private placement with the exclusion of the pre-emptive rights of the present shareholders in respect of the shares of the M series ordinary bearer shares covered by Incentive Scheme V participants.

Since 3 August 2017 (i.e. registration the Bank's Statutes amendments in the National Court Register) share capital of the Bank amounts to 993,334,810 (nine hundred and ninety-three million, three hundred and thirty-four thousand, eight hundred and ten zlotys) and is divided into 99,333,481 (ninety nine million three hundred thirty three thousand four hundred and eighty one) bearer shares of the nominal value of PLN 10 (ten zloty) each, including:

- 5,120,000 series A shares,
- 724,073 series B shares,
- 22,155,927 series C shares,
- 1,470,589 series D shares,
- 980,393 series E shares,
- 2,500,000 series F shares,
- 40,009,302 series G shares,
- 115,729 series H shares,
- 1,561,618 series I shares,
- 18,907,458 series J shares,
- 305,543 series K shares,
- 5,383,902 series L shares,
- 98,947 series M shares.

As of 3 August 2017, the overall number of votes at the general meeting of the shareholders of the Bank amounts to 99,333,481 (ninety nine million three hundred thirty three thousand four hundred and eighty one).

As enclosure to this report, the Bank presents to the public the consolidated text of its statute, which incorporates the changes referred to above, as well as publishes below the former and the current version of the amended provisions of the statute.

The previous wording of § 10:
"§ 10.
The Bank's share capital is PLN 992,345,340 (nine hundred ninety two million three hundred forty five thousand three hundred and forty) zlotys and shall be divided into 99,234,534 (ninety nine million two hundred thirty four thousand five hundred and thirty four) bearer shares with a nominal value of PLN 10 (ten zlotys) each, including:
1) 5,120,000 (five million one hundred twenty thousand) ordinary bearer series A shares,
2) 724,073 (seven hundred twenty-four thousand and seventy-three) ordinary bearer series B shares,
3) 22,155,927 (twenty-two million one hundred fifty-five thousand nine hundred and twenty-seven) ordinary bearer series C shares,
4) 1,470,589 (one million four hundred seventy thousand five hundred and eighty-nine) ordinary bearer series D shares,
5) 980,393 (nine hundred eighty thousand three hundred and ninety-three) ordinary bearer series E shares,
6) 2,500,000 (two million five hundred thousand) ordinary bearer series F shares,
7) 40,009,302 (forty million nine thousand three hundred and two) ordinary bearer series G shares,
8) 115,729 (one hundred fifteen thousand seven hundred and twenty-nine) ordinary bearer series H shares,
9) 1,561,618 (one million five hundred sixty-one thousand six hundred and eighteen) ordinary bearer series I shares,
10) 18,907,458 (eighteen million nine hundred seven thousand four hundred and fifty-eight) ordinary bearer series J shares,
11) 305,543 (three hundred five thousand five hundred and forty-three) ordinary bearer series K shares,
12) 5,383,902 (five million three hundred eighty three thousand nine hundred and two) ordinary bearer series L shares."

The amended wording of § 10:
"§ 10.
The Bank's share capital is PLN 993,334,810 (nine hundred ninety three million three hundred thirty four thousand eight hundred and ten) zlotys and shall be divided into 99,333,481 (ninety nine million three hundred thirty three thousand four hundred and eighty one) bearer shares with a nominal value of PLN 10 (ten zlotys) each, including:
1) 5,120,000 (five million one hundred and twenty thousand) series A ordinary bearer shares,
2) 724,073 (seven hundred and twenty four thousand and seventy three) series B ordinary bearer shares,
3) 22,155,927 (twenty two million one hundred and fifty five thousand nine hundred and twenty seven) series C ordinary bearer shares,
4) 1,470,589 (one million four hundred and seventy thousand five hundred and eighty nine) series D ordinary bearer shares,
5) 980,393 (nine hundred and eighty thousand three hundred and ninety three) series E ordinary bearer shares,
6) 2,500,000 (two million and five hundred) series F ordinary bearer shares,
7) 40,009,302 (forty million nine thousand three hundred and two) series G ordinary bearer shares,
8) 115.729 (one hundred and fifteen thousand seven hundred and twenty nine) series H ordinary bearer shares,
9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares,
10) 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) ordinary series J bearer shares,
11) 305,543 (three hundred five thousand five hundred and fourty-three) ordinary bearer series K shares, 12) 5,383,902 (five million three hundred eighty three thousand nine hundred and two) ordinary bearer series L shares,
13) 98.947 (ninety eight thousand nine hundred forty seven) ordinary bearer series M shares."

Documents and Downloads:

 

Legal basis:

§ 5 clause 1)9) and § 38 clause 1)2) of the Resolution of the Finance Minister of 19 February 2009 on current and financial information provided by securities issuers and conditions governing the recognition of information required under the regulations 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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