Current Report No. 41/2018

09-11-2018

Acquisition of the demerged part of Deutsche Bank Polska S.A. by Santander Bank Polska S.A. as a result of registration of the demerger of Deutsche Bank Polska S.A., registration in the National Court Register of the increase in the share capital of Santander Bank Polska S.A. and the amendments to the Statutes.

In relation to the current report no. 29/2017 of 14 December 2017, the Management Board of Santander Bank Polska S.A. ("SAN PL") hereby states that today, i.e. on 9 November 2018, it was informed that on 9 November 2018 the amendments to the Statute of SAN PL resulting in SAN PL's share capital increase related to the demerger of Deutsche Bank Polska S.A. ("DBPL") was registered by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register. The amendments to the SAN PL's Statute were adopted by the Extraordinary General Meeting of SAN PL on 29 May 2018 ("EGM") by Resolution No. 3 (ref. WA.XII.Ns-Rej. KRS 65478/18/281). Thus, as of today SAN PL acquired the demerged part of DBPL.

The DBPL was divided in accordance with the procedure specified in Article 529(1)(4) of the Commercial Companies Code, i.e. by transferring to the acquiring bank - SAN PL, part of the assets of the demerged bank - DBPL, in the form of an organized part of the enterprise of the demerged bank within the scope specified in the resolutions on the demerger and the demerger plan.

The registered amendment to the Statutes includes an increase in the capital of SAN PL. The share capital of SAN PL was increased from PLN 993 334 810 (nine hundred and ninety-three million, three hundred and thirty-four thousand, eight hundred and ten) to PLN 1 020 883 050 (one billion, twenty million, eight hundred and eighty-three thousand, fifty), i.e. by PLN 27 548 240 (twenty-seven million five hundred forty-eight thousand two hundred forty). The shares in the increased share capital have been paid up in full.

Existing wording of § 10 of Statutes of SAN PL:

"§ 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."
New wording of § 10 of Statutes of SAN PL:
"§ 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."

The total number of votes from all issued shares is 102 088 305 (in words: one hundred and two million, eighty-eight thousand, three hundred and five).

The nominal value of all issued shares is PLN 1,020,883,050 (in words: one billion twenty million eight hundred eighty three thousand and fifty).The consolidated text of the Statutes adopted by the EGM by Resolution No. 4 concerning the adoption of the consolidated text of the Bank's Statutes is attached hereto.

Dokumenty i pliki do pobrania

 

Podstawa prawna:
§5(1) of the Finance Minister's Ordinance of 29 March 2018 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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