Current Report No. 14/2018

17 Apr, 2018

The proposal regarding dividend

The Management Board Bank Zachodni WBK S.A. (the "Bank") hereby informs that in full compliance with the individual recommendation issued by the Polish Financial Supervision Authority on 16 March 2018 , regarding to increase the own funds, what Bank informed in current report no 10/2018 dated 19th March 2018, has adopted a resolution which recommend not to allocate to dividend any part of the net profit for 2017. The Supervisory Board also approved that recommendation.

At the same time, taking into account a good capital position of the Bank and Group, the Bank's Management Board tabled the following proposal, that has been approved by the Supervisory Board, to allocate:
- PLN 307,627,055.40 from the Bank's undivided net profit for 2016 to dividend for shareholders, for which means that the proposed dividend per share will be PLN 3.10,
- to set the dividend registration date for 30th May 2018, while the dividend pay-out date for 14th June 2018.

In accordance with the resolution no. 43 of the Annual General Meeting of the Bank dated 17th May 2017 the M series shares of the Bank are not eligible for the dividend paid from the profit for 2016.

The Management Board and the Supervisory Board will submit the above proposal along with the recommendation to the Annual General Meeting of the Bank.

Bank's Management Board recommendation regarding proposed dividend payment.

The following are arguments to support the notified proposals, i.e. paying dividends from the undistributed net profit of the Bank for the year 2016.

The Management Board would like to present following arguments, supporting this proposal. The following indicators achieved on the day 31.12.2017 confirm the good capital standing of the Bank and the Group of Bank Zachodni WBK S.A.
- Tier I capital ratio of the Bank 17.37%
- Total capital ratio TCR of the Bank 18.95%
- Tier I capital ratio of the Group 15.28%
- Total capital ratio TCR of the Group 16.69%

Capital ratios on an individual and consolidated basis are above the minimum capital ratios resulting from decisions and recommendations of Polish Financial Supervision Authority (PFSA).

The Management Boards is of the opinion that:
- level of retained profits is sufficient to conduct the strategy of the Bank/Group and provides adequate balance between efficient capital utilisation and growth.
- accumulated capital base reflects prudent approach to acceptable risk level associated to current and future Bank business and ensuring safeness of placed deposits.

Legal basis:
§ 38 sec. 1 it. 11 of the Finance Minister's Ordinance of 19 February 2009 re. current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required under 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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