BANK ZACHODNI WBK SA Report of the Management Board of Bank Zachodni WBK S.A. on in-kind contributions made to cover the increased share capital, the fulfillment of a condition precedent for a significant agreement and the intended amendment of the statut

Current Report No. 9/2014

Report of the Management Board of Bank Zachodni WBK S.A. on in-kind contributions made to cover the increased share capital, the fulfillment of a condition precedent for a significant agreement and the intended amendment of the statute of Bank Zachodni WBK S.A.

In connection with the current report No. 41/2013 dated 27 November 2013 on the conclusion of an investment agreement by Bank Zachodni WBK S.A. (the "Bank"), Santander Consumer Finance S.A. ("SCF") and Banco Santander S.A. ("Banco Santander") (the "Agreement"), under which the Bank agreed on the terms and, subject to the satisfaction of the conditions precedent set out in the Agreement, to acquire 3,120,000 ordinary and preferred shares in Santander Consumer Bank S.A., with its registered office in Wrocław ("SCB"), representing 60% of the share capital of SCB and approximately 67% of the votes at the general meeting of the shareholders of SCB (the "SCB Shares", the "Transaction"), the Bank hereby publicly announces a report of the management board of the Bank concerning the in-kind contributions made to cover the increased share capital of the Bank (the "Report"), prepared in connection with the execution of the Transaction pursuant to Art. 311 § 1 in connection with Art. 431 § 7 of the Commercial Companies Code dated 15 September 2000.

On the terms and subject to the satisfaction of the conditions precedent set out in the Agreement, the Bank agreed to issue new shares in the Bank (the "New Shares") which will be offered to and subscribed for solely by SCF as a consideration for an in-kind contribution in the form of the SCB Shares. The number of the New Shares to be issued by the Bank as a consideration for the in-kind contribution in the form of the SCB Shares has been established based on a formula set out in the Agreement following the issuance of a clearance decision by the Polish Financial Supervision Authority on 8 April 2014 confirming that it has no objections to the acquisition by the Bank of SCB Shares representing more than 50% of the share capital and the votes at the general meeting of the shareholders of SCB on 5,383,902 (five million, three hundred and eighty-three thousand, nine hundred and two) shares.

For the purposes of preparing the Report, on 9 April 2014 Citigroup Global Markets Limited issued a fairness opinion to the management board of the Bank, which is attached to this Report as a schedule. Obtaining the fairness opinion fulfils one of the conditions precedent to the Transaction stipulated in the Agreement.

Furthermore, in connection with the efforts aimed at the fulfilment of further conditions precedent to enable the Transaction to close and the resulting intended adoption by the general meeting of the Bank of a resolution on the increase of the Bank's share capital and an amendment of the Bank's statute connected to the share capital increase, the management board of the Bank hereby announces that it has decided to amend § 10 of the Bank's statute.

The existing wording of § 10:

"The Bank's share capital amounts to PLN 938,506,320 (nine hundred thirty eight million five hundred six thousand three hundred and twenty and is divided into 93,850,632 (ninety three million eight hundred fifty thousand six hundred and thirty two) bearer shares having the nominal value of PLN 10.00 (ten) 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 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 five hundred thousand) 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) series I ordinary bearer shares,

10) 18,907,458 (eighteen million nine hundred and seven thousand four hundred and fifty-eight) series J ordinary bearer shares,

11) 305,543 (three hundred and five thousand five hundred and forty-three) series K ordinary bearer shares."

The proposed wording of § 10:

"The Bank's share capital amounts to PLN 992,345,340 (nine hundred and nighty-two million, three hundred and forty-five thousand, three hundred and forty zlotys) and is divided into 99,234,534 (nighty-nine million, two hundred and thirty-four thousand, five hundred and thirty-four zlotys) bearer shares having the nominal value of PLN 10.00 (ten) each, including: