BANK ZACHODNI WBK SA The fulfilment of a condition precedent of a significant agreement -the issuance by a court-appointed auditor of an opinion on the audit of the report of the management board of Bank Zachodni WBK S.A. regarding the in-kind contributio

Further to current report No. 41/2013 dated 27 November 2013 on theconclusion of an investment agreement (the "Agreement") by Bank Zachodni WBK S.A. (the "Bank"), Santander Consumer Finance S.A. ("SCF") and Banco Santander S.A. ("Banco Santander") pursuant to 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 SCB, and current report No. 9/2014 dated 10 April 2014 on, inter alia, the public announcement of a report of the management board of the Bank concerning the in-kind contributions made to cover the increased share capital of the Bank prepared pursuant to Article 311 § 1 in conjunction with Article 431 § 7 of the Act dated 15 September 2000 - the Commercial Companies Code (the "CCC", the "Report"), the Bank hereby publicly announces the opinion of the court-appointed auditor on the Report issued pursuant to Article 312 § 1 of the CCC, which was delivered to the Bank on 26th May 2014.

Legal basis: Art. 56 section 1.2 of the Act on Public Offerings and § 5item 1(4) of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and the conditions for recognising as equivalent information the disclosure of which is required under the laws of a non-member state.

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