Current Report no. 37 (2013)

BZ WBK concludes agreements with AVIVA to amend and update their strategic cooperation in the bancassurance business in Poland

Bank Zachodni WBK S.A. (the “Bank”) announces that on 1 August 2013 the Bank, AVIVA International Insurance Limited (“AVIVA”), BZ WBK-AVIVA Towarzystwo Ubezpieczeń na Życie S.A. (“TU S.A.”) and BZ WBK-AVIVA Towarzystwo Ubezpieczeń Ogólnych S.A. (“TUO S.A.”, and together with TU S.A., the “Insurance Companies”) entered into certain agreements to amend and update their strategic co-operation in the bancassurance business in Poland and, in particular, agreed to extend the duration of their bancassurance alliance until 31 December 2033 (the “Transaction”).

As a part of the Transaction, the Bank and AVIVA agreed to transfer to the Bank 16% of the share capital held by AVIVA in each of the Insurance Companies (the “AVIVA Transfer”). The completion of the AVIVA Transfer will be conditional upon the satisfaction of certain conditions precedent, in particular: (i) the Bank obtaining consents from the President of the Polish Office of Competition and Consumer Protection for the acquisition the Aviva Transfer; and (ii) obtaining the expressed or implied declarations of the fact that the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego)(the “PFSA”) does not oppose the direct acquisition by the Bank of 16% of the shares in each of the Insurance Companies and the indirect acquisition by Banco Santander S.A. of 16% of the shares in each of the Insurance Companies.

Additionally, as a part of the Transaction, AVIVA was granted a call option pursuant to which AVIVA or any company in the capital group of AVIVA nominated by AVIVA will be entitled to purchase from the Bank 17% of the share capital held by the Bank in each of the Insurance Companies on the terms and conditions set forth in the Transaction documents.

The Bank will announce the completion of the Transaction in a separate current report.

Legal basis:
Article 56 sec. 1 item 1 of the Act dated 29 July 2005 on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies.