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Current Report no. 23 (2019)

26 july 2019

Second notification of the proposed division of Santander Securities S.A. in respect of which Santander Bank Polska S.A. is one of the acquiring entities

In reference to current reports No. 19/2019 dated 12 June 2019 and No. 21/2019 dated 8 July 2019, the management board of Santander Bank Polska S.A. (the "Bank"), acting pursuant to Article 539 §1 and 2 of the Act of 15 September 2000 - the Commercial Companies Code (Journal of Laws of 2019, item 505, as amended) (the "CCC"), in conjunction with Article 402(1) of the CCC, hereby makes a second announcement to the shareholders regarding the proposed division of Santander Securities S.A., with its registered office in Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under KRS No. 0000066290 (the "Company Being Divided" or "Santander Securities"), through a transfer of a part of the assets and liabilities of the Company Being Divided to the Bank and to Santander Finanse sp. z o.o., with its registered office in Poznań, entered in the Register of Business Entities kept by the District Court Poznań - Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register, under KRS No. 0000321386 ("Santander Finanse") (the "Division").

In reference to current report No. 19/2019 dated 12 June 2019 and No. 21/2019 dated 8 July 2019, the Bank's management board repeats the following information regarding the notification concerning the Division.

The Division will be effected in accordance with the procedure specified in Art. 529 § 1.1 of the CCC, i.e. through:

  1. a transfer to the Bank of part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of Santander Securities connected with the provision of brokerage services; and
  2. a transfer to Santander Finanse of part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of Santander Securities connected with the provision of training services.

Pursuant to Art. 530 § 1 of the CCC, the Company Being Divided will be wound up without conducting liquidation proceedings on the date on which it is struck off the applicable court register, which will occur immediately upon the registration of the share capital increase of Santander Finanse following the Division.

The Division Plan has been published pursuant to Article 535 § 3 of the CCC by being posted on the Bank's website (at: https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html).

Pursuant to Article 540 §3 (1) of the CCC, the Bank hereby announces that until the completion of the general meeting of the Bank the agenda of which will include the adoption of a resolution on the Division, the shareholders may review the following information posted on the Bank's website, i.e. the shareholders are provided with:

  1. the Division Plan (which also contains the information and documents referred to in Article 534 § 2 of the CCC, except for the representation referred to in Art. 534 § 2.4 of the CCC with respect to the Bank, for which no such representation is necessary), available at: https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html;
  2. the Bank's financial statements and the management board's reports on the activities of the Bank for the last three financial years, including the auditor's opinions and reports, available at: https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html;
  3. the financial statements and the management board's reports on the activities of Santander Securities and Santander Finanse for the last three financial years, including the auditor's opinions and reports, available at https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html;
  4. the management board's reports of the Bank, Santander Securities and Santander Finanse dated 12 June 2019 prepared for the purposes of the Division, available at: https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html;
    and
  5. the auditor's opinion regarding the audit of the Division Plan, available at: https://bank.santander.pl/relacje-inwestorskie/prezentacje/plan-podzialu-santander-securities-s-a/plan-podzialu-santander-securities-s-a.html.

Legal basis:
Article 539 § 1 and 2 of the CCC in conjunction with Article 402(1) of the CCC and Article 56 section 1.2 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2019, item 623).

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