Current Report No. 31/2018

07 Aug, 2018

Polish Financial Supervision Authority decision consenting for the amendment of the Statute of Bank Zachodni WBK S.A.

Further to the current report no. 29/2017 dated 14 December 2017, the Management Board of Bank Zachodni WBK S.A. (the "Bank"), would like to state that today, i.e. on 7th August 2018, the Bank received information that Polish Financial Supervision Authority ("PFSA") issued a decision consenting for the amendment of the Bank's Statute re. increase of the share capital through the issue of N series shares ("Demerger Shares"). Deutsche Bank AG will receive the Demerger Shares in exchange for which the Bank will acquire a Demerged Business of Deutsche Bank Polska S.A ("DBPL").

At the same time, the Bank informs that the above mentioned decision of PFSA is the condition necessary for the completion of the transaction of acquiring the demerged part of DBPL.

The existing wording of the § 10 of the the Bank's Statute:

"§ 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."

The proposed wording of the § 10 of the Bank's Statute:

"§ 10 The Bank's share capital is PLN 1,020,883,050 (one billion twenty million eight hundred eighty three thousand and fifty) zlotys and shall be divided into 102,088,305 (one hundred and two million eighty eight thousand three hundred and five) 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,
14) 2,754,824 (two million seven hundred and fifty four thousand and eight hundred and twenty four) ordinary bearer series N shares."

Legal basis:
Art. 17 (1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR).

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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