Current Report No. 6/2018

23 Feb, 2018

Agreement concerning the demerger plan of Deutsche Bank Polska S.A. First notification on the intended demerger. Satisfaction of the condition to the significant agreement.

In relation to the current report no. 29/2017 dated 14 December 2017 regarding conclusion of the transaction agreement concerning the acquisition of demerged part of Deutsche Bank Polska S.A. _"DBPL"_, Bank Zachodni WBK S.A. _"the Bank"_ hereby informs that on 23 February 2018, the Management Board of the Bank together with Management Board of DBPL agreed and signed the Demerger Plan of DBPL prepared in compliance with art. 534 of the Commercial Companies Code dated 15th September 2000 _"CCC"_ _"the Demerger Plan"_.

At the same time the Bank informs that signing the Demerger Plan is one of the conditions necessary for the completion of the transaction of acquiring the demerged part of DBPL.

The Demerger Plan is attached to this report.

This report should be treated as a first notification to the shareholders of the intention to conduct the Demerger within the meaning of Article 539 § 1 and 2 of the CCC, read in conjunction with Art. 402_1_ of the CCC. The Demerger Plan was announced and published pursuant to Article 535 § 3 of the CCC by being posted on the Bank's website: www.bzwbk.pl in the bookmark "Investor Relations", at

https://www.bzwbk.pl/investor-relations/performance-presentation/demerger-plan-of-deutsche-bank-polska-s-a/demerger-plan-of-deutsche-bank-polska-s-a.html

Pursuant to Article 540 §3 item 1 of the CCC, the Bank hereby announces that until the completion of the general meetings of shareholders of DBPL and the Bank, the agenda of which will include the adoption of a resolution on the Demerger, the shareholders may review the documents referred to in Article 540 § 1 items 1, 2, 3 and 4 of the CCC posted on the Bank's website: www.bzwbk.pl in the bookmark "Investor Relations", at:

https://www.bzwbk.pl/investor-relations/performance-presentation/demerger-plan-of-deutsche-bank-polska-s-a/demerger-plan-of-deutsche-bank-polska-s-a.html

Moreover, the Bank explains that the auditor opinion regarding the audit of the Demerger Plan, in terms of its accuracy and reliability, as referred to in Article 537 §1 of the CCC, will be provided immediately after it is made by the auditor appointed by a competent registry court, so as to allow the shareholders to review them pursuant to Article 540 of the CCC. The information about the possibility of reviewing the auditor opinion will be published by way of a current report as a supplement to this notification

Furthermore, in connection with the Demerger, the Management Board of the Bank announces that the Bank intends to amend its statute _the Statute_ in the manner indicated in the attachment to this report. The amendments to the Statute referred to above are related to issuance of the demerger shares.

Legal basis:
Art. 539 § 1 and 2 CCC in connection with Art. 402 _1_ CCC, 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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