Current report 2009

21 Dec, 2009

Dates of publishing interim reports (Current report no. 25/2009)

Based on section § 103 item. 1 and § 101 item. 2 and § 102 item. 1 of the Ordinance of the Council of Ministers of 19 February 2009 on current and interim information provided by issuers of securities (Journal of Laws from 2009, no 33, item 259).

Bank Zachodni WBK S.A. announces the dates of publishing consolidated quarterly reports, half-year consolidated reports, annual report and consolidated annual report for 2010.

The above interim reports of Bank Zachodni WBK S.A. will be published on the following days:

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  • Annual report for 2009: 3-03-2010
  • Consolidated annual report for 2009: 3-03-2010
  • Q1 consolidated report 13-05-2010
  • H1 consolidated report 28-07-2010
  • Q3 consolidated report 9-11-2010

Additionally, BZ WBK would like to inform that quarterly and half-year consolidated reports published will include abridged quarterly and half-year statements respectively.

19 Nov, 2009

Information of the disposal of BZWBK shares (Current report no. 24/2009)

Bank Zachodni WBK S.A. Supervisory Board Member advised the Bank that on 16 November 2009 he had sold as part of an ordinary stock exchange transactions 278 Bank Zachodni WBK S.A. shares for PLN 183.70 per share.

Legal basis:

art. 160 section 4 of the Act on Trading in Financial Instruments of 29 July 2005

23 Oct, 2009

Change of quarterly report 3 Q 2009 publication date (Current report no. 23/2009)

Bank Zachodni WBK S.A. announces that the publishing of the consolidated quarterly report 3Q 2009, indicated in current report No 62/2008 has been rescheduled from 13 November 2009 and shall take place on 12 November 2009.

Legal basis:

section 103. 2 of the Ordinance of the Council of Ministers of 19 January 2009 on current and interim information provided by issuers of securities (Journal of Laws from 2009, no 33, item 259)

25 Sep, 2009

FITCH AFFIRMS POLAND'S BANK ZACHODNI WBK AT 'BBB+'; OUTLOOK NEGATIVE (Current report no. 22/2009)

Fitch Ratings-London/Warsaw-25 September 2009: Fitch Ratings has today affirmed Poland-based Bank Zachodni WBK's (BZ WBK) ratings at Long-term Issuer Default (IDR) 'BBB+', Short-term IDR 'F2', Individual 'C' and Support '3'. The Outlook is Negative. The Support Rating Floor is affirmed at 'BB'.
In Fitch's view, the potential support from BZ WBK's majority shareholder, Allied Irish Banks, (AIB, rated 'A-'/Stable) can not be relied upon as indicated by the parent's weak Individual 'D/E' rating. Therefore, BZ WBK's IDRs are based on the standalone strength of the bank as indicated by its Individual rating of 'C'. The Support rating reflects Fitch's view of moderate probability of support that could be available for BZ WBK from the Polish state in case of need.

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The IDRs and Individual rating reflect the bank's diversified and strong funding base, limited balance sheet mismatches, relatively low exposure to FX-denominated mortgage loans, and solid, albeit deteriorating, profitability in 2009 to date. In addition, they take into account its strong liquidity and adequate capitalisation, but also concentrations within the loan book.
The Negative Outlook reflects a less favourable operating environment resulting in weaker pre-impairment operating profitability, rising impaired loans and impairment charges and falling provisioning coverage. BZ WBK's asset quality deteriorated significantly with impaired loans rising to 4.5% of gross loans at end-H109 from a low 2.4% at end-H108, but remains better than the sector's average. Exposure to the commercial property sector (32% of total loans) is a concern and is largely behind the steep increase of its NPLs. The quality of other segments of the loan book has deteriorated as well, albeit at a slower pace. Nevertheless, corporate, SME and consumer exposures contributed heavily to impairment charges, equal to an annualised 156bp of average gross loans in H109.
Rising risk cost was accompanied by pre-impairment profit falling y-o-y, due to pressures on margins, slower growth of business volumes and weaker non-interest income generation.

Although pre-impairment operating profitability may improve in H209, further deterioration in asset quality is likely, especially in the context of rising unemployment. Although the Polish property market has shown signs of stabilising in some segments, it is still far from recovery. Fitch will therefore carefully monitor the bank's asset quality and exposure to the commercial property segment in particular. Should pressures on profitability persist either through further rises in impairment charges, weaker pre-impairment profit or a combination of these two factors, negative rating action is likely.
BZ WBK is Poland's fifth-largest bank, with 514 branches and around 5% of sector assets at end-H109. It is 70.4%-owned by AIB. Core activities are retail and corporate banking, supported by leasing, asset management, and brokerage subsidiaries. It also has stakes in Polish insurance companies controlled by Aviva, including two joint ventures and a 10% participation in Poland's largest pension fund.

Contacts:
Artur Szeski, Warsaw, Tel: + 48 22 338 6292; Michal Bryks, + 48 22 338 6293.

Media Relations: Julian Dennison, London, Tel: +44 020 7682 7480, Email:   julian.dennison@fitchratings.com;
Peter Fitzpatrick, London, Tel: + 44 (0)20 7417 4364, Email:   peter.fitzpatrick@fitchratings.com;
Hannah Warrington, London, Tel: +44 (0) 207 417 6298, Email: hannah.warrington@fitchratings.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall,

10 Sep, 2009

Registration of changes in the Bank’s share capital by the court and the consolidated text of the Bank’s Statutes (Current report no. 21/2009)

Bank Zachodni WBK S.A. (the “Bank”) informs that on 10 September 2009 its share capital was topped up from PLN 729 602 840 (seven hundred twenty nine million six hundred and two thousand eight hundred and forty zloty) to PLN 730 760 130 (seven hundred thirty million seven hundred sixty thousand one hundred and thirty zloty), i.e. by PLN 1 157 290 (one million one hundred fifty-seven thousand two hundred ninety zloty). This change has been recorded in the National Court Register – Register of Entrepreneurs maintained by the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register; pursuant to the decision of the foregoing Court, as issued on 26 August 2009. The topped-up share capital has been paid in full.

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Prior to the registration of the above-mentioned top-up, on 10 July 2009 the Bank registered 115 729 H-series ordinary bearer shares issued as part of the conditional top-up of the Bank’s share capital (to be vested under the Incentive Scheme pursuant to the resolution of the Annual General Meeting of Shareholders dd. 4 April 2006), in the National Depository of Securities.

Since 10 July 2009 (i.e. the registration of 115 729 H-series shares in the National Depository of Securities), share capital of the Bank amounts to PLN 730 760 130 (seven hundred and thirty million seven hundred and sixty thousand one hundred and thirty zloty) and is divided into 73.076.013 (seventy three million sixty seven thousand and thirteen) bearer shares of the nominal value of PLN 10 (ten zloty) each, including:

  • 5 120 000 of A-series shares,
  • 724 073 of B-series shares,
  • 22 155 927 of C-series shares,
  • 1 470 589 of D-series shares,
  • 980 393 of E-series shares,
  • 2 500 000 of F-series shares,
  • 40 009 302 of G-series shares,
  • 115 729 of H-series shares.

The issued shares carry 73 076 013 votes in total since 10 July 2009. 

At the same time, Bank Zachodni WBK S.A. presents the consolidated text of its Statutes which incorporates the changes registered on 26 August 2009 by the court in connection with the take-up of H-series shares, as well as the former and current version of amended provisions.

Former version of §10 of the Statutes:

„§10

The share capital of the Bank amounts to PLN 729.602.840 (seven hundred and twenty nine million six hundred and two thousand eight hundred and forty zloty) and is divided into 72.960.284 (seventy two million nine hundred sixty thousand and two hundred eighty-four) bearer shares of the nominal value of PLN 10 (ten zloty) 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.”

§10 of the Statutes currently reads as follows:

Ҥ 10

The share capital of the Bank amounts to PLN 730.760.130 (seven hundred and thirty million seven hundred and sixty thousand one hundred and thirty zloty) and is divided into 73.076.013 (seventy three million sixty seven thousand and thirteen) bearer shares of the nominal value of PLN 10 (ten zloty) 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.”

Former version of §10a:

Ҥ 10 a

  1. The share capital is conditionally increased by the maximum, nominal value of PLN 3.500.000 (say: three million five hundred thousand Polish zloty).
  2. The Bank’s share capital shall be conditionally increased by way of issuing new, ordinary and bearer shares, H series of a nominal value PLN 10 (say: ten Polish zloty) each, in a number not higher than 200.000 (say: two hundred thousand).
  3. The H series shares shall be taken up by persons authorised on the strength of bonds issued in accordance with the General Shareholders’ Meeting resolution regarding the issue of bonds with pre-emptive rights under the Incentive Scheme.
  4. The Bank’s share capital shall be conditionally increased by way of issuing new, ordinary and bearer shares, I series of a nominal value PLN 10 (say: ten Polish zloty) each, in a number not higher than 150.000 (say: one hundred fifty thousand).
  5. The I series shares shall be taken up by persons authorised on the strength of bonds issued in accordance with the General Shareholders’ Meeting resolution regarding the issue of bonds with pre-emptive rights under the Incentive Scheme II.”

§10a of the Statutes currently reads as follows:

Ҥ 10 a

  1. The share capital is conditionally increased by the maximum, nominal value of PLN 1.500.000 (say:  one million five hundred thousand Polish zloty).
  2. (repealed).
  3. (repealed).
  4. The Bank’s share capital shall be conditionally increased by way of issuing new, ordinary and bearer shares, I series of a nominal value PLN 10 (say: ten Polish zloty) each, in a number not higher than 150.000 (say: one hundred fifty thousand).
  5. The I series shares shall be taken up by persons authorised on the strength of bonds issued in accordance with the General Shareholders’ Meeting resolution regarding the issue of bonds with pre-emptive rights under the Incentive Scheme II.”

The Bank informed about introduction of the Incentive Scheme in the current report no. 27/2006 (resolution of the Annual General Meeting of the Shareholders) and the vesting of shares under the Scheme in reports nos.15/2009, 18/2009, 19/2009 and 20/2009.

Legal grounds for the report: §5 section 1 point 9 and §38 section 1 point 2 of the Finance Minister’s Ordinance of February, 2009 re. current and periodic information provided by issuers of securities and conditions of considering information required under the law of a non-Member State as equivalent.

15 Jul, 2009

Taking up the Bank's shares by the Management Board Members under the 2006 Incentive Scheme. (Current report no. 20/2009)

Bank Zachodni WBK S.A. (the “Bank”) informs that on 10 July 2009, eight members of its Management Board have taken up BZWBK ordinary bearer shares (H-series, coded PLBZ00000044, at PLN 10 each) under the 2006 Incentive Scheme 2006, and pursuant to subscriptions made outside of the closed period.

The total number of shares taken up by Members of the Management Board is 23 084, that is two Board Members took up 3 591 shares each, three Board Members took up 3 397 shares each and the remaining Management Board Members took up took up 2 530 shares, 1 606 shares and 1 575 shares, respectively.

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The Bank informed about introduction of the 2006 Incentive Scheme in the current report no. 27/2006 (resolution of the Annual General Meeting of the Shareholders) and the vesting of shares under the Scheme in reports nos.15/2009, 18/2009 and 19/2009.

Legal grounds for the report:

art. 160 section 4 of the Act on trading in financial instruments and §3 section 2 of the Finance Minister’s Ordinance of 15 November 2005 on submission and disclosure of information about certain financial transactions and the rules for preparation and maintenance of the list of persons who have access to specific confidential information.

08 Jul, 2009

Registration of securities held with the National Depository (Current report no. 19/2009)

Bank Zachodni WBK S.A. (hereinafter referred to as the Bank) informs that:

On July 8, 2009 Bank Zachodni WBK S.A. has received a Communication from Operational Department in the National Depository for Securities concerning the registration (on July 10, 2009) of H series shares issued by the Bank in relation to the Incentive Scheme introduced under Incentive Scheme Resolution passed at the AGM on April 4, 2006 (see report 27/2006) saying that:

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“We inform that on July 10, 2009 the National Depository will assimilate the shares of Bank Zachodni WBK S.A. carrying code PLBZ 00000036 and register the following securities:
Issuer – Bank Zachodni WBK S.A.
ISIN code – PLBZ 00000044
No. of registered securities – 115.729 shares
Resolution of the Management Board of KDPW S.A. – no. 219/09 of June 16, 2009
Total number of securities after the operations – 73.076.013”

Legal grounds:

Par. 34.1.1 of the Finance Minister’s Ordinance of February, 2009 re. current and periodic information provided by issuers of securities and conditions of considering information required under the law of a non-Member State as equivalent (Journal of Laws no. 33, item 259).

08 Jul, 2009

Admission of shares to trading on the listed market and setting the first listing date, as well as, setting the first listing date after the assimilation (Current report no. 18/2009)

Bank Zachodni WBK S.A. (hereinafter referred to as the Bank) informs that:

On 7 July 2009, Bank Zachodni WBK S.A. received from the Warsaw Stock Exchange (WSE) the resolution of the WSE Management Board dated 7 July 2009, re. admission and introduction to trading on the WSE Main Market of 28 751 782 ordinary bearer shares of series A, B, C, D, E, F issued by Bank Zachodni WBK S.A. and also the admission and introduction to trading on the WSE Main Market of all H-series shares issued in relation to the Incentive Scheme introduced based on the AGM resolution of 4 April 2006 re. adoption of the Incentive Scheme (the aforementioned resolution was published in the form of current report no. 27/2006) in the following wording:

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Resolution no. 297/2009
Management Board of Giełda Papierów Wartościowych w Warszawie S.A.
(WSE - Warsaw Stock Exchange) of 7 July 2009 on admission and introduction to trading
on the WSE Main Market
of ordinary bearer shares of series
A, B, C, D, E, F issued by BANK ZACHODNI WBK S.A.

§ 1

The Management Board of WSE hereby represents that according to § 19 sec. 1 and sec. 2 of the WSE Regulations, the following ordinary bearer shares of BANK ZACHODNI WBK S.A. with the nominal value of ten Złoty (PLN 10) each shall be admitted to trading on the main market:

  1. 920,800 (nine hundred twenty thousand and eight hundred) A-series shares,
  2. 724,073 (seven hundred twenty four thousand and seventy three) B-series shares,
  3. 22,155,927 (twenty two million one hundred fifty five thousand and nine hundred twenty seven) C-series shares,
  4. 1,470,589 (one million four hundred seventy thousand and five hundred eighty nine) D-series shares,
  5. 980,393 (nine hundred eighty thousand and three hundred ninety three) E-series shares,
  6. 2,500,000 (two million five hundred thousand) F-series shares,
  7. 115,729 (one hundred fifteen thousand and seven hundred twenty nine) H-series shares.

§ 2

Pursuant to § 38 sec. 1 and sec. 3 of the WSE Regulations, the Management Board of WSE hereby decides to introduce as of 10 July 2009, through ordinary mode, shares of Bank Zachodni WBK SA to trading on the main market, on condition that on 10 July 2009, Krajowy Depozyt Papierów Wartościowych S.A. (The National Depository for Securities) shall:

  1. assimilate the shares referred to in § 1 sec. 1), 2), 3), 4), 5) i 6), with the shares of Bank Zachodni WBK S.A. already traded on the WSE,
  2. register the shares referred to in § 1 sec. 7) and shall mark them with the “PLBZ00000044” code.

§ 3

The Resolution shall become effective as of the date of its adoption. On 7 July 2009, the Bank received information from the National Depository for Securities on adoption of Resolution no. 247/09 of the Management Board of the National Depository for Securities dated 7 July 2009 in the following reading:

§ 1

Pursuant to §2 sec. 1 and 4 as well as §43 sec. 1, 3 and 4 of the Regulations of the National Depository for Securities, having examined the Bank Zachodni WBK S.A. request, the Management Board of the National Depository for Securities decided to assimilate, on 10 July 2009, 28,751,782 (twenty eight million seven hundred fifty one thousand and seven hundred eighty two) ordinary bearer shares of Bank Zachodni WBK S.A. marked with the PLBZ00000036 code, with ordinary bearer shares of Bank Zachodni WBK S.A. marked with the PLBZ00000044 code.

§ 2

The shares subject to assimilation shall be marked with the PLBZ00000044 code.

§3

Information on the number of shares marked with the PLBZ00000044 code after the assimilation referred to in §1 above, shall be provided in the form of an announcement of the National Depository for Securities.

§4

The Resolution shall become effective as of the date of its adoption. The Bank hereby represents that the sole reason for the Bank’s application for admission to trading on the listed market of 28 751 782 Bank’s shares of series A, B, C, D, E, F is an amendment to the regulations governing the admission of shares to trading on that market. While seeking the WSE Management Board’s consent to admit H-series shares to trading on the listed market, BZWBK was required to include A,B,C,D,E and F-series shares issued by the Bank in the application.

Legal basis:

Par. 34, sec. 1, item 2, 3 & 4) of the Ordinance of the Minister of Finance dated 19 February 2009 re. current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws no. 33, item 259).

24 Jun, 2009

Selection of an entity authorized to audit financial statements (Current report no. 17/2009)

Bank Zachodni WBK S.A. (“Bank”) would like to advise that on 24 June 2009, pursuant to §32 point 10 of the Bank’s Statutes and industry standards, the Supervisory Board passed a resolution whereby KPMG Audyt Sp. z o.o. was selected to:

  • audit of Bank’s semi-annual financial statement and consolidated financial statement of BZWBK Group (H1 2009)
  • audit of 2009 Bank’s financial statement and 2009 consolidated financial statement of BZWBK Group
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Key highlights about the auditor:

KPMG Audyt Sp. z o.o., ul. Chłodna 51, 00-867 Warsaw
Auditor accreditation: registered under number 458 on the list of entities authorized to audit financial statements.

The Bank availed of the services of KPMG Audyt Sp. z o.o. with regard to the audit of financial statements of the Bank and the Bank Group for the previous financial years. Also, within the scope permitted by law and internal policies aimed to ensure impartiality and independence of the auditor, the Bank availed of consultancy and tax advisory services provided by other companies from the KPMG Group.

The agreements between the Bank and KPMG Audyt Sp. z o.o. will be for a period necessary to audit financial statements.

Legal basis:

Art. 56, clause 1, point 2 of the Act on Public Offering

23 June, 2009

Dividend from Aviva Group companies (current report no. 16/2009)

Bank Zachodni WBK S.A. as the shareholder of the Aviva Group companies, hereby advises that:

  • the Ordinary General Meeting of Shareholders of Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A. agreed that a dividend would be paid out to its shareholders. As a result, Bank Zachodni WBK S.A. will receive the amount of PLN 18.459.380,00 from Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A. The dividend will be paid out on 1 July 2009.
  • the Ordinary General Meeting of Shareholders of Aviva Towarzystwo Ubezpieczeń na Życie S.A. agreed that a dividend would be paid out to its shareholders. As a result, Bank Zachodni WBK S.A. will receive the amount of PLN 50.000.000,00 from Aviva Towarzystwo Ubezpieczeń na Życie S.A. The dividend will be paid out on 3 July 2009.
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Legal basis:

Art. 56, clause 1, point 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies.

10 Jun, 2009

Closure of the subscription for H series shares issued as pat of the Inscentive Scheme (current report no. 15/2009)

Bank Zachodni WBK S.A. (hereinafter referred to as Bank) hereby advises as follows:

Following the closure of the subscription for H series shares issued by Bank Zachodni WBK S.A., pursuant to the AGM’s resolution of 4 April 2006 on  conditional increase of the share capital, excluding the preemptive right and amendment to the Company’s Statutes reflective of the Incentive Scheme implemented by force of the AGM’s resolution of 4 April 2006 on the adoption of the Incentive Scheme (the said resolutions having been published in the form of current report no. 27/2006), the Bank hereby presents data on the subscription of H series shares:

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1) opening and closing date of the subscription for H series shares:

a) opening date of the subscription:  15 May 2009,

b) closing date of the subscription:  29 May 2009,

2) date of H series shares allocation: the shares were allocated immediately after the Bank had received a list of subscribers, i.e. on 2 June 2009,

3) number of H series shares in subscription: 115 729,

4) reduction rate in individual tranches when in at least one tranche the number of allocated securities was lower than the number of securities subscribed for: 0%,

5) number of H series shares subsrcibed for: 115 729,

6) number of H series shares which were allocated as part of the subscription:

115 729,

7) price at which H series shares were taken up: PLN 10 per share,

8) number of individuals who subscribed for H series shares in subscription in individual tranches; 86 individuals (there was no split into tranches),

9) number of individuals who were allocated H series shares in subscription in individual tranches; 86 individuals (there was no split into tranches)

10) given the conditional nature of the share capital increase process and the issue of H series shares as part of the Incentive Scheme, underwriting agreements were not concluded,

11) value of the subscription understood as the product of the number of H series shares in the offering and the issue price: PLN 1,157,290

12) definition of the total costs taken to the costs of the issue of H series shares:

a) preparation of the offering and carrying it through – PLN 35,000 as remuneration for BZ WBK S.A. Dom Maklerski for participation in the offering

b) due to the absence of underwriting agreements – without costs of underwriters’ remuneration,

c) due to the absence of the obligation to offer the shares under public offering (offering addressed to less than 100 people) and, hence, the absence of the obligation to put together an issue prospectus – without costs of the prospectus

d) promotion of the offering – without costs of promotion

The said costs of issuing H series shares were disclosed in the Bank’s P&L account.

13) average cost of subscription per H series share:  PLN 0.302

Legal basis:

Par. 33 cl. of the Finance Minister’s Ordinance of 19 February 2009, regarding current and periodical information provided by security issuers and conditions of recognizing as equivalent information required under the law of a non-member state (Journal of Laws no. 33, it. 259).

26 May, 2009

Registration of amendments to the Statutes of BZWBK accepted by the AGM in the National Court Register (current report no. 14/2009)

Bank Zachodni WBK S.A. hereby advises that at the Annual General Meeting of the BZ WBK Shareholders held on 21 Bank Zachodni WBK S.A. advises that on 25 May 2009 it was informed that on 13 May 2009 the District Court for Wrocław-Fabryczna, VI Commercial Section of the National Court Register entered into the National Court Register the changes in the BZWBK Statutes approved by the Annual General Meeting of Shareholders on 21 April 2009 (ref. WR. VI NS-REJ.KRS/006011/09/175).

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Consolidated text of the Bank's Statutes, reflecting the changes, was contained in the current report no. 10/2009 of 21.04.2009.

Previous wording:
§7 section 2 point 7) g)
“ g) providing leasing, factoring, forfeiting, franchising services as well as stand-by and firm commitment underwriting,”.

Change:
§7 section 2 point 7) g)
“g) providing leasing, factoring, forfeiting services as well as stand-by and firm commitment underwriting,”.

Previous wording:
§7 section 2 point 11)
“ 11) Insurance intermediation and agency in selling lease, factoring, forfeiting and franchising products,”.

Change:
§7 section 2 point 11)
“11) insurance intermediation and agency in selling lease, factoring and forfeiting products”.

Change:
§32 was amended to include point 18 which reads as follows:
“18) approval of the internal audit policy as defined by the Management Board.”.

Previous wording:
§37 section 3 point 2)
“2) the branch network reports to the Management Board member the appointment of which requires approval of the Financial Supervision Commission.”.

Change:
§37 section 3 point 2)
“2) the Management Board member the appointment of whom requires approval of the Financial Supervision Commission is in charge of the investment banking.”.

Previous wording
§42 section 6
“6. the Management Board member the appointment of whom requires approval of the Financial Supervision Commission is in charge of the investment banking.”.

Change:
§42 section 6
“ 6. The remuneration of the Head of the Internal Audit is set as recommended by the Chairman of the Audit Committee and the Chairman of the Nominations and Remuneration Committee.”.

Legal basis:

§38 clause 1 point 2 of the Finance Minister's Ordinance of 19 February 2009 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

21 Apr, 2009

AGM of BZWBK SA - list of shareholders with a block of shares in excess of 5% (current report no. 13/2009)

Bank Zachodni WBK S.A. hereby advises that at the Annual General Meeting of the BZ WBK Shareholders held on 21 April 2009, AIB European Investments Ltd. based in Dublin was the only shareholder with at least 5% of the total voting power. The shares held by AIB European Investments Limited carried 51,413,790 votes, which constituted 91,38% votes on this Meeting and 70,5% total votes.

Legal basis:

article 70 point 3 of the Act on public offering and terms&condition of introducing financial instruments to the organizes trading system and on public companies.

21 Apr, 2009

Bank’s Supervisory Bard appointed the Bank’s Management Board for the next term of office (current report 12/2009)

Bank Zachodni WBK S.A. herby informs that 21 April 2009, the Bank’s Supervisory Bard appointed the Bank’s Management Board for the next term of office in the following composition:

  • Mateusz Morawiecki -  President of Management Board
  • Paul Barry - Member of the Management Board
  • Andrzej Burliga - Member of the Management Board
  • Declan Flynn - Member of the Management Board
  • Justyn Konieczny - Member of the Management Board
  • Janusz M. Krawczyk - Member of the Management Board
  • Jacek Marcinowski -  Member of the Management Board
  • Michael McCarthy - Member of the Management Board
  • Marcin Prell - Member of the Management Board
  • Mirosław Skiba - Member of the Management Board
  • Feliks Szyszkowiak - Member of the Management Board
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Mateusz Morawiecki - President of Management Board. He has worked in Bank Zachodni WBK  since 1988 (then Bank Zachodni). He is a graduate of Wrocław University, Business Administration of Central Connecticut State University and Wrocław School of Economics. He holds a degree in economics and the MBA title of the Wrocław Technical University, Hamburg University and Basel University (Switzerland). He started his professional career in 1992 in the Cogito company In the years 1993-1996 he worked in the Wrocław-based Enter Marketing-Publishing company. In 1995, he held on the job training in Deutsche Bundesbank, while in the years 1996-97, he worked at the University in Frankfurt am Main. In 1998, he was appointed Deputy Director of the Accession Negotiations in the Committee for European Integration and a member of the group negotiating Poland's accession to the European Union (Banking and Finance). From 1998 to 2001, he worked in Bank Zachodni – first as the advisor to the President of the Management Board, then as  a Management Board Member and Managing Director.  In June 2001, Mateusz Morawiecki was appointed Member of Bank Zachodni WBK Management Board and in May 2007 he was appointed  President of the Management Board.

Mateusz Morawiecki does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Paul Barry born in 1961, is a member of the Chartered Institute of Management Accountants, the Chartered Institute of Secretaries and Administrators, the Institute of Bankers in Ireland and in the past he has attended a number of programmes in the Irish Management Institute. He began his career in Allied Irish Banks Group in 1979 in its Retail Banking Division, in 1992-1994 was a financial consultant in Wielkopolski Bank Kredytowy, then in 1994-2001 worked in AIB Treasury in London and Dublin, in May 2004 was appointed Head of ALM Support ROI.

Paul Barry does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Andrzej Burliga was born in 1967. He graduated from the Theoretical Mathematics Department at Wrocław University. In the years 1992-1995, Andrzej Burliga worked in the Institute of Mathematics at the Technical University of Wrocław and in 1995 he started his career with Bank Zachodni SA. In the years 1995-1998, he worked in the Treasury Department of Bank Zachodni SA, where he held the position of a dealer, later senior dealer and chief dealer. In the period from 1998 to 2001, he was the Deputy Head and then the Managing Director of the Treasury Division in Bank Zachodni SA. In the years 2001-2003, he acted as the Head of the Risk Management Department in Bank Zachodni WBK. In 2006, he was appointed Deputy Chief Risk Officer in BZWBK responsible for ongoing management of principal risks faced by BZWBK Group, including credit and operational risks. Andrzej Burliga participated in many training courses and programs in the area of risk management as well as management, e.g. m. in. INSEAD International Executives Development Programme, BZWBK Development Programme for Executives, LMC Consulting – Lilley Moncrieff Taylor. He is a fellow of PRMIA (Professional Risk Managers’ International Association). Andrzej Burliga is married, with two children.

Andrzej Burliga does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Declan Flynn has been the Member of BZWBK Management Board since January 2001 (former Member of WBK Management Board). He is in charge of Corporate and Commercial banking. He is also the Chairman of Supervisory Board of BZ WBK Finanse & Leasing, BZWBK subsidiary. He has been working in the banking industry for 27 years, mostly in UK Division of AIB. He holds a Diploma in management studies and is a member of the British Institute of Management.

Declan Flynn does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Justyn Konieczny - is a graduate of Poznań University of Technology. He is in charge of the Investment Banking Division. In 1991, he began his banking career with Bank Śląski where he worked as a Deputy Director of the Brokerage House Director, and then as Advisor to President of the Management Board. In the period from 1996-1997 he acted as Advisor to the President of Wielkopolski Bank Kredytowy Management Board . In March 1997, Mr. Justyn Konieczny was appointed Bank Director in charge of Investment Banking Division. In the years 1992-1993 he was a member of the Securities Commission and from 1991-1994 - a member of the Board of the Securities Brokers Association and from 1992 to 1993, he was President of the Securities Brokers.

Justyn Konieczny does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Janusz Krawczyk - in June 2000, he was appointed Bank Director in Bank Zachodni. Since September 2000 he has been Member of the Management Board of first Bank Zachodni and then of Bank Zachodni WBK. He is in charge of the Human Resources Management Division. He is a graduate of Mechanics Faculty at Kraków Technical University, where he worked upon graduation as a teacher and researcher. In the years 1984 to 1986 he worked on a contract in Iraque. He was a councilman of Kraków City Council of the first term of office (1990-1994) and from 1990 to 1992 he acted as member of Kraków City Board responsible for municipal enterprises. Mr. Krawczyk commenced his career in the area of HR management in international corporations in 1992 in Coca Cola Poland, continued it in PepsiCo. Poland and then in its European Headquarters in Vienna, where he acted as Regional Director. Afterwards, he worked as Human Resources Director in AHOLD Polska. He completed numerous courses and specialist internships in the area of human resources management and work organization of work teams in Poland and abroad (including Great Britain, Japan, France, Sweden, Austria, and Belgium).

Janusz Krawczyk does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Jacek Marcinowski is a graduate of Poznań University of Technology. He is in charge of the Bancassurance Office, Partner Outlets Development Office and Private Banking Department. He holds a broker and advisor licenses in the area of trading in securities. From 1995, he progressed his career in Wielkopolski Bank Kredytowy, where he worked in the Investment Banking Division. In the years 1997-1999, he was the Member of the Management Board - Managing Director in WBK AIB Asset Management S.A. From April 2001 until early 2002, he acted as President of the Management Board of WBK AIB Towarzystwo Funduszy Inwestycyjnych (WBK AIB Investment Fund Corporation). In January 2001, Mr. Jacek Marcinowski was appointed to the role of Bank Zachodni WBK Management Board Member in charge of the Strategic Development Unit.

Jacek Marcinowski does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Michael McCarthy was born on 1 November 1966. He has been with AIB Group since 1984 and worked in the retail, business and electronic banking. Since 2002, he has been the Head of Card Issuing AIB RoI & UK. Michael McCarthy graduated from the Institute of Chartered Accountants, Institute of Bankers and from Manchester Business School (MBA).

Michael McCarthy does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Marcin Prell was born in 1964. He is in charge of the Legal and Compliance Division. He is a graduate of the Law Faculty at A. Mickiewicz University in Poznań. In 1993 he passed an examination for the Licensed Legal Advisor. From 1991 to 1992 he acted as a Legal Consultant in the Brokerage Office of Bank Staropolski SA in Poznań. In the years 1992-1993, he performed the same role in the company Wojtczak Investment Ltd.. Next, he moved to Wielkopolski Bank Rolniczy where he was Advisor to President of the Management Board. In November 1993, Marcin Prell commenced employment with WBK Group. Initially, in the years 1993-1994 he was a Counselor in the Central Brokerage Office of WBK S.A. and then performed the function of the WBK Legal Department Deputy Director. From August 1994 to 2000, he was also a commercial representative and Bank Director of Wielkopolski Bank Kredytowy. Also in 2000, the Supervisory Board of WBK appointed Marcin Prell Member of Wielkopolski Bank Kredytowy Management Board. In 2001, he was a member of the Steering Committee in charge of the merger of WBK and Bank Zachodni. Since after the merger of the two banks, i.e. since 2001, Marcin Prell has been Bank Director and Head of Bank Zachodni WBK Legal Area. Marcin Prell was a Stock Exchange Court Arbitrator and Member of the Ethics Commission at the Polish Banks’ Association. He is also a member of the Banking Law Council at the Polish Banks’ Association. He completed several management courses including Advanced Management Programme in Wharton University of Pennsylvania (2207).

Marcin Prell does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Mirosław Skiba was born in 1966. He graduated from the Technical University of Poznań and completed post-graduate studies in banking at the Poznań School of Economics. In 1992, he started his professional career first in Wielkopolski Bank Kredytowy, and then with Bank Zachodni WBK. He was, among others, Branch Manager, Director of Wielkopolska Północ Region and, from 2002 he headed Poznań Macroregion. In March 2008, Mr. Mirosław Skiba was appointed Director of Warsaw Macroregion where he was responsible for business performance, relations with customers and branch network expansion. Mirosław Skiba has sat on numerous committees across the BZWBK Group, including Credit Committee and Provisions Committee. Since 2003 he has chaired the Supervisory Board of Fundusz Poręczeń Kredytowych Polfund S.A. He is married, with two children.

Mirosław Skiba does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Feliks Szyszkowiak is a graduate of Poznań University of Technology and Poznań School of Economics. He is in charge of the Business Support Division. He has been with Bank Zachodni WBK, and prior to this with Wielkopolski Bank Kredytowy since 1990. From 1999 to 2001, he managed the IT and WBK Branch Development Area, and since 2001 he has managed - initially in Wrocław and then across the Bank - B1 Project (implementation of a new IT system across the Bank). In 2002, Feliks Szyszkowiak managed the BZWBK Branch Network Support Area in Wrocław.  

Feliks Szyszkowiak does not conduct operations competitive against the Bank and is not recorded in the Insolvent Debtors Register run pursuant to the KRS (National Court Register) Act.

Legal basis:

§5 ust. 1 pkt 22 of the Finance Minister's Ordinance of 19 February 2009 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.

21 Apr, 2009

Stepping down from the Supervisory Board position (current report no. 11/2009)

Bank Zachodni WBK S.A. would like to advise that on 21 April 2009 (effective of 21 April 2009), Mr James Edward O’Leary stepped down from his position of the Supervisory Board member without disclosing the reason for so doing.

Legal basis:

§ 5 clause 1 point 21 of the Ordinance of the Minister for Finance as at 19.02.2009 re. current and periodic information supplied by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states

21 Apr, 2009

Resolutions of the Annual General Meeting of BZ WBK Shareholders (Current report no. 10/2009)

Bank Zachodni WBK hereby announces the contents of the resolutions adopted by the AGM on  21th April 2009.

08 Apr, 2009

Draft resolutions for AGM (Current report no. 09/2009)

Bank Zachodni WBK S.A. announces the text of the draft resolutions to be debated at the Annual General Meeting of Shareholders on 21 April 2009.

20 Mar, 2009

List of information published in 2008 (Current report no. 8/2009)

BZWBK Management Board informs that the Bank published the following reports in 2008 (no. of report, subject, publishing date):

Current reports:

  • 1/2008 - Information on purchase of Bank Zachodni WBK shares, 02-01-2008
  • 2/2008 –Information on purchase and disposal of Bank Zachodni WBK shares, 03-01-2008
  • 3/2008 – Information on disposal of Bank Zachodni WBK shares, 08-01-2008
  • 4/2008 – Information on disposal of Bank Zachodni WBK shares, 14-01-2008
  • 5/2008 – Change in the publication date of periodic reports for 2007, 18-01-2008
  • 6/2008 – Dates of submitting periodic reports, 18-01-2008
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  • 7/2008 – Information on purchase of Bank Zachodni WBK shares, 25-01-2008
  • 8/2008 – Information on purchase of Bank Zachodni WBK shares, 30-01-2008
  • 9/2008 – Information on disposal of Bank Zachodni WBK shares, 08-02-2008
  • 10/2008 – Information on disposal of Bank Zachodni WBK shares, 18-02-2008
  • 11/2008 – Proposed dividend payment for 2007, 20-02-2008
  • 12/2008 – Information on disposal of Bank Zachodni WBK shares, 22-02-2008
  • 13/2008 – Information on disposal of Bank Zachodni WBK shares, 28-02-2008
  • 14/2008 – List of information published in 2007, 28-02-2008
  • 15/2008 – Information on purchase of Bank Zachodni WBK shares,06-03-2008
  • 16/2008 – Information on purchase of Bank Zachodni WBK shares, 06-03-2008
  • 17/2008 – Third Incentive Programme for Management of BZWBK and its Subsidiaries, 10-03-2008
  • 18/2008 – Information on purchase of Bank Zachodni WBK shares, 17-03-2008
  • 19/2008 – Convening of Ordinary Annual General Meeting, 26-03-2008
  • 20/2008 – Content of Resolutions at BZWBK Ordinary Annual General Meeting, 03-04-2008
  • 21/2008 – Information on purchase of Bank Zachodni WBK shares, 14-04-2008
  • 22/2008 – Resoultions passed at BZWBK Ordinary Annual General Meetings, 18-04-2008
  • 23/2008 – Appointment of Supervisory Board for new term of office, 18-04-2008
  • 24/2008 - BZWBK Ordinary AGM – List of shareholders with +5% stake, 18-04-2008
  • 25/2008 – Information on purchase of Bank Zachodni WBK shares, 18-04-2008
  • 26/2008 – Information on purchase of Bank Zachodni WBK shares, 29-04-2008
  • 27/2008 – Resignation of BZWBK Management Board’s Member, 30-04-2008
  • 28/2008 – Information on purchase of Bank Zachodni WBK shares, 08-05-2008
  • 29/2008 – Information on disposal of Bank Zachodni WBK shares, 20-05-2008
  • 30/2008 – Dividend from the companies in CU Group, 21-05-2008
  • 31/2008 - Selection of an entity entitled to audit financial accounts, 28-05-2008
  • 32/2008 – Selling of shares in British & Polish Financial Association WBK CU sp. z o.o. seated in Poznan, 12-06-2008
  • 33/2008 - Changes in composition of BZWBK Management Board, 12-06-2008
  • 34/2008 - Information on purchase of Bank Zachodni WBK shares, 13-06-2008
  • 35/2008 - Information on purchase of Bank Zachodni WBK shares, 18-06-2008
  • 36/2008 - Information on purchase of Bank Zachodni WBK shares, 20-06-2008
  • 37/2008 - Information on purchase of Bank Zachodni WBK shares, 04-07-2008
  • 38/2008 - Information on purchase of Bank Zachodni WBK shares, 18-07-2008
  • 39/2008 - Appointment of a new member of BZWBK Management Board, 22-07-2008
  • 40/2008 - Information on purchase of Bank Zachodni WBK shares, 25-07-2008
  • 41/2008 - Bank Zachodni WBK – purchase of assets with a significant value, 31-07-2008
  • 42/2008 – Entering changes in BZWBK Statutes in the National Cour Register approved by BZWBK Ordinary Annual General Meeting, 31-07-2008
  • 43/2008 – Information on disposal of Bank Zachodni WBK shares, 04-08-2008
  • 44/2008 – Information on disposal of Bank Zachodni WBK shares, 06-08-2008
  • 45/2008 – Increase in the share capital of BZWBK Finanse & Leasing S.A.., 07-08-2008
  • 46/2008 – Increase in the share capital of BZWBK Leasing S.A., 07-08-2008
  • 47/2008 – Information on disposal of Bank Zachodni WBK shares, 11-08-2008
  • 48/2008 – Information on purchase of Bank Zachodni WBK shares. 24-09-2008
  • 49/2008 – Information on purchase of Bank Zachodni WBK shares. 26-09-2008
  • 50/2008 – Information on purchase of BZWBK bonds by BZWBK Inwestycje Sp. z o.o., 03-10-2008
  • 51/2008 – Information on purchase of BZWBK bonds by BZWBK Inwestycje Sp. z o.o., 21-10-2008
  • 52/2008 – Information on purchase of Bank Zachodni WBK shares, 21-10-2008
  • 53/2008 – Information on purchase of BZWBK bonds by BZWBK Inwestycje Sp. z o.o., 22-10-2008
  • 54/2008 - Buyout and redemption of bonds issued by Bank Zachodni WBK as part of the Second Savings Bonds Issue Programme, 23-10-2008
  • 55/2008 – Information on purchase of Bank Zachodni WBK shares, 23-10-2008
  • 56/2008 – Information on disposal of Bank Zachodni WBK shares, 31-10-2008
  • 56/2008 – Adjustment of current report no. 56/2008 dated 31/10/2008 containing information on disposal of Bank Zachodni WBK shares, 12-11-2008
  • 57/2008 – Buyout and redemption of bonds issued by Bank Zachodni WBK S.A. as part of Second Savings Bonds Issue Programme, 10-11-2008
  • 58/2008 – Information on disposal of Bank Zachodni WBK shares, 12-11-2008
  • 59/2008 – Information on purchase of BZWBK bonds by BZ WBK Inwestycje Sp. z o.o., 13-11-2008
  • 60/2008 - Fitch placed BZWBK rating and short-term rating on the Rating Watch Negative, 28-11-2008
  • 61/2008 – Buyout and redemption of bonds issued by BZWBK as part of the Second Savings bonds Issued Programme, 01-12-2008
  • 62/2008 – Dates of submitting periodic reports in 2009 , 16-12-2008
  • 63/2008 – Changes in the composition of BZWBK Management Board,17-12-2008

Periodic reports:

  • Consolidated expanded quarterly report for Q4 2007, 20-02-2008
  • Annual Report for 2007 (SAB-R 2007), 20-02-2008
  • Consolidated annual reports for 2007 (SAB-RS 2007), 20-02-2008
  • Consolidated expanded quarterly report for Q1 2008 (SAB-QSr 1/2008), 08-05-2008
  • Consolidated expanded quarterly report for Q2 2008 (SAB-QSr 2/2008), 30-07-2008
  • Consolidated expanded semi-annual report for H1 2008 (SAB-PSr 2008), 30-07-2008
  • Consolidated expanded quarterly report for Q3 2008 (SAB-QSr 3/2008), 06-11-2008

Original copies of the reports are kept at Bank Zachodni WBK S.A. in Poznan, plac Andersa 5, 13th floor. The current and periodic reports are available at www.bzwbk.pl

Legal grounds:

Article 65 Section 1 of the Offering Act – list of published information.

17 Mar, 2009

Convening the Annual General Meeting of Shareholders (Current report no. 7/2009)

Bank Zachodni WBK S.A. hereby advises that the Bank’s Management Board has convened the Annual General Meeting of Shareholders for 21th April 2009 at 10 am at the “Mercure-Panorama” hotel at pl. Dominikański 1 in Wrocław (conference room on the 1st floor).

Agenda of the AGM:

  • Opening of the Annual General Meeting of Shareholders
  • Election of the Chairman of the Annual General Meeting of Shareholders
  • Establishing whether the Annual General Meeting of Shareholders has been duly convened and has the capacity to adopt resolutions.
  • Adopting the agenda.
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  • Reviewing and approving the Management Board’s annual report and financial statements of the Bank for 2008.
  • Reviewing and approving the Management Board’s annual report on the BZWBK Group and consolidated financial statements of the BZWBK Group for 2008.
  • Distribution of profit.
  • Vote of approval for the members of the Management Board.
  • Review and approval of the Supervisory Board’s report on business operations in 2008 as well as the Supervisory Board’s report on examination of the financial reports presented by the
  • Bank and the BZWBK Group as well as reports on the operations of the Bank and the BZWBK Group.
  • Vote of approval for the members of the Supervisory Board.
  • Changes in the composition of the Supervisory Board.
  • Amendments to the Bank’s Statutes.
  • Adopting the consolidated Statutes.
  • Closing the Annual General Meeting of Shareholders

The registered certificates of deposit must be submitted to the Registration Point: Wrocław, Rynek 9/11, 4th floor, no later than by the 14th April 2009, 4:p.m.

Legal basis:

§38 section 1 point 1) 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 by the laws of non-member states.

16 Mar, 2009

Decision not to file the consolidated quarterly report for the second quarter of 2009 (Current report no. 6/2009)

On 16.12.2008, in its current report no. 62/2008, Bank Zachodni WBK S.A. announced the dates of filing of the periodic reports in 2009, including the date of filing of the consolidated quarterly report for the second quarter of 2009, which was 05.08.2009.

Due to enactment of the Finance Minister's Ordinance of 19 February 2009 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 (Journal of Laws of 2009 no. 33, item 259), Bank Zachodni WBK S.A. hereby advises that pursuant to §101 section 2 of this Ordinance, it will not publish the consolidated quarterly report for the second quarter of 2009.

Legal basis:

art. 56 section 1 point 2) of the Act on public offer and introduction of financial instruments to stock exchange turnover and on public companies.

02 Mar, 2009

Correction of the consolidated quarterly report QSr for Q4 2008. (Current report no. 5/2009)

The Management Board of Bank Zachodni WBK S.A advises that in the Polish version of “Consolidated Financial Statements of Bank Zachodni WBK Group for 4Q 2008” published on 2 March 2009, in the “Consolidated Profit and Loss Account” on page 4 in the line “Profit attributable to the Minority equity holders” for the period from 01.10.2008 to 31.12.2008 an erroneous amount of PLN 98,840 k was provided instead of PLN 16,220 k. The English version of the quarterly report is correct.

Legal basis:

Art. 56 section 1 point 2 of Act on Public Offering - current and periodic information

24 Feb, 2009

Current report no. 4/2009 of 23 February 2009 - correction (Current report no. 4/2009)

The Management Board of Bank Zachodni WBK informs that the English version of report no. 4/2009 of 23 February 2009 provides an incorrect date of concluding the agreement by and between Bank Zachodni WBK and its subsidiary, i.e. BZ WBK Finanse Sp. z o.o., on the transfer of ownership rights to shares and interest in selected Bank’s subsidiaries. The following correction is hereby made: phrase “19 February 2009” should be replaced by “23 February 2009”. The Polish version of the report is correct.

Legal basis:

§ 6, sec. 2 of the Finance Minister’s Ordinance of 19 October 2005 re. current and periodic information submitted by issuers of securities.

23 Feb, 2009

Transfer of ownership title to shares of the companies within BZWBK Group S.A. (Current report no. 4/2009)

The Management Board of Bank Zachodni WBK S.A. (the "Bank") hereby informs that on 19 February 2009 an agreement was entered into by and between the Bank and its subsidiary BZ WBK Finanse Sp. z o.o. seated in Poznań ("BZ WBK Finanse") on transferring the ownership title to shares of the Bank’s selected subsidiaries (the “Agreement”).

Pursuant to the Agreement, the Bank transferred onto BZ WBK Finanse the ownership title to:

  1. 1,216,919 shares of BZ WBK Leasing S.A. with a total nominal value of PLN 121 691 900.00 representing 99.99 % of the share capital and votes at the company’s AGM, with the total value equalling the carrying value in the Bank’s books of PLN 61,257,096.09. The value of shares in the BZ WBK Finanse books will total PLN 61,257,096.09;
  2. 100 shares of BZ WBK Faktor Sp. z o.o. with a total nominal value of PLN 50 000.00 representing 100% of the share capital and votes at the company’s AGM, with the total value equalling the carrying value in the Bank’s books of PLN 6,200,073.20. The value of shares in the BZ WBK Finanse books will total PLN 6,200,073.20.
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The above shares represent the Bank’s non-cash contribution to the BZWBK Finanse capital with a total value of PLN 67 457 169,29 in return for which the Bank at the registration of the share capital increase will take up 11 436 new shares in the increased share capital of BZ WBK Finanse.

All the disposed assets were a long term equity investment of the Bank and will be a long term equity investment of BZ WBK Finanse.

Following the share capital increase in BZ WBK Finanse and contribution in kind of the aforesaid assets, the Bank holds no shares in BZ WBK Leasing S.A. and BZ WBK Faktor Sp. z o.o.

Assets whose value exceeds 20% of the share capital in units whose shares and interests are financial assets subject to a given transaction are recognised as assets of significant value. The transfer of the ownership title to the aforesaid shares stems from the reorganisation carried out within BZWBK Group.

Legal grounds:

art. 56 sec. 1 item 2 of the Act on public offering and conditions of introducing financial instruments to the organized trading system and on public companies;
§5 sec. 1 item 1 of the Finance Minister’s Ordinance re. current and periodic information submitted by issuers of securities, dated 19 October 2005.

13 Feb, 2009

Fitch Changes Bank Zachodni WBK’s Outlook to Negative; Downgrades Support to ‘3’ (Current report no. 3/2009)

Fitch Ratings-London/Warsaw-13 February 2009: Fitch Ratings has today revised Poland-based Bank Zachodni WBK's (BZ WBK) Outlook to Negative from Stable. The Support Rating was downgraded to '3' from '2'.  These rating actions follow yesterday’s downgrade of its controlling shareholder, Allied Irish Banks’ (AIB) Individual rating to 'D' from 'C'.

BZ WBK’s other ratings are affirmed at Long-term Issuer Default (IDR) 'BBB+', Short-term IDR 'F2' and Individual 'C'. The agency has simultaneously assigned a Support Rating Floor of 'BB'.

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The revision of the Outlook reflects that BZ WBK’s Long-term IDR is no longer driven by support from AIB. It also reflects the deterioration in the operating environment in Poland, which is likely to result in pressures on revenue and increased impairment charges over the medium-term, reducing BZ WBK’s financial flexibility. BZ WBK's IDRs are now based on the bank’s standalone strength as indicated by its Individual rating of 'C'.

The downgrade of BZ WBK's Support Rating reflects AIB’s weaker likelihood to provide support as indicated by the parent’s 'D' Individual rating. The rating now reflects Fitch’s view of moderate probability of support that could be available for BZ WBK from the Polish state in case of need.

BZ WBK is Poland's fifth-largest bank with a 5% share of sector assets. The bank operates 504 branches and had 9,717 full-time employees at end-June 2008.

AIB is a large bank in Ireland with EUR10.7bn of equity and EUR183bn of assets at end-June 2008. AIB acquired a total of 60.1% in WBK between 1995 and 1996. In 1999, AIB acquired 80% of Bank Zachodni SA from the Polish State Treasury, and in 2001 merged it with WBK to create BZ WBK, in which AIB currently has a 70.5% stake.

For more details on AIB’s downgrade, please see the 12 February 2009 commentary “Fitch Downgrades Individual Ratings of Two Irish Banks, Affirms IDRs” available on www.fitchratings.com.

Contact:

Artur Szeski, Warsaw, Tel: +48 22 338 6292; Mark Young, London, +44 (0) 20 7417 4268.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

Legal basis:

§ clause 1 item 26 of the Ordinance of the Monistry of Finance, dated 19 october 2005, with regard to current and periodic informations sent by issuers of securities.

15 Jan, 2009

Fitch Downgrades Poland’s Bank Zachodni WBK’s Long-term IDR to 'BBB+'; Outlook Stable (Current report no. 2/2009)

Fitch Ratings-London/Warsaw-15 January 2009: Fitch Ratings has today downgraded Poland-based Bank Zachodni WBK's (BZ WBK) Long-term Issuer Default Rating (IDR) to 'BBB+' from 'A+' and Short-term IDR to 'F2' from 'F1' and removed both ratings from Rating Watch Negative (RWN). The Outlook on the Long-term IDR is Stable. The agency has simultaneously downgraded BZ WBK's Support Rating to '2' from '1'. The Individual Rating has been affirmed at 'C'.

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The rating action reflects the downgrade of Allied Irish Banks’ (AIB) Long-term IDR to 'A'/Stable Outlook from 'AA-' (AA minus)/RWN and Individual rating to 'C' from 'B'/RWN today. AIB is BZ WBK's controlling shareholder. For more details, please see the 15 January 2009 commentary “Fitch Downgrades 5 Irish Banks; Upgrades Support Ratings; Affirms Covered Bonds” available on the agency’s public website, www.fitchratings.com.

The downgrade on BZ WBK's Long- and Short-term IDRs reflects AIB’s weaker ability to provide support as indicated by the parent’s 'C' Individual rating. BZ WBK's IDRs are now based on both the still high potential for support from AIB, in case of need, and the standalone strength of BZ WBK as indicated by its Individual rating of 'C'.

The affirmation of BZ WBK's Individual rating reflects the bank's unchanged strong market position, solid balance sheet, profitability, and liquidity as well as adequate capitalisation.

BZ WBK is Poland's fifth-largest bank with a 5% share of sector assets. The bank operates 504 branches and had 9,717 full-time employees at end-June 2008.

AIB is a large bank in Ireland with EUR9.1bn of equity and EUR183bn of assets at end-June 2008. AIB acquired a total of 60.1% in WBK between 1995 and 1996. In 1999, AIB acquired 80% of Bank Zachodni SA from the Polish State Treasury, and in 2001 merged it with WBK to create BZ WBK, in which AIB currently has a 70.5% stake.

Contact:

Artur Szeski, Warsaw, Tel: +48 22 338 6292; Mark Young, London, +44 (0) 20 7417 4268.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

Legal basis:

§ clause 1 item 26 of the Ordinance of the Monistry of Finance, dated 19 october 2005, with regard to current and periodic informations sent by issuers of securities.

15 Jan, 2009

Purchase of shares and registration of the Bank’s new subsidiary (Current report no. 1/2009)

Bank Zachodni WBK S.A. (“the Bank”) informs that on 15 January 2009 it was advised that the Regional Court Poznań - Nowe Miasto and Wilda, 8th Business Division of the National Court Register registered a new company BZ WBK Finanse Sp. z o.o. on 14 January 2009.

The Bank took up in BZ WBK Finanse Sp. z o.o. 1000 (one thousand) shares with the nominal value of PLN 50 (fifty) each which accounts for 100% of the share capital and 100% of votes at the General Meeting. The Bank took up the shares for the total of PLN ?50 000.00 (fifty thousand).

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The core business of the Company will be operating financial holdings (PKD 64.20.Z); finance lease (PKD 64.91.Z), other forms of sanctioning loans (PKD 64.92.Z).

The Bank’s purchase of the shares in BZ WBK Finanse Sp. z o.o. is a long-term investment and has been financed with the Bank’s own funds.

Legal grounds:

art. 56 sec. 1 item 2) of Act on public offering and conditions of introducing financial instruments to organized trading system and on public companies
§5 sec. 1 item 1 of the Finance Ministry’s Ordinance re. current and periodic reports submitted by securities’ issuers.

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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