Current Report no. 42 (2014)

Supplement to the first notification of the proposed division of Dom Maklerski BZ WBK S.A. with Bank Zachodni WBK S.A. as the acquiring company

Reference is made to current report No. 31/2014 dated 24 July 2014. The management board of Bank Zachodni WBK Spółka Akcyjna, a joint stock company with its registered office in Wrocław, postal address ul. Rynek 9/11, 50-950 Wrocław, Poland, entered into the Register of Business Entities kept by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under KRS No. 0000008723 (the “Bank” or the “Acquiring Company”), acting on the basis of Art. 539 §1 and 2 of the Commercial Companies Code (the “CCC”), in connection with Art. 4021 of the CCC, in supplement to the first announcement of the proposed division of Dom Maklerski BZ WBK Spółka Akcyjna, a joint stock company with its registered office in Poznań, postal address pl. Wolności 15, 60-967 Poznań, Poland, entered into the Register of Business Entities kept by the District Court for Poznań-Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register under KRS No. 0000006408, (the “Company Being Divided”) (the “Division”) published as current report No. 31/2014 dated 24 July 2014, hereby informs that starting on 14 August 2014 the Bank’s shareholders may review, at the offices of the Bank at ul. Rynek 9/11 in Wrocław (50-950 Wrocław), from Monday to Friday, between 8.00 a.m. and 4.00 p.m., the court auditor’s opinion on the audit of the plan of the Division signed on 24 July 2014 (the “Division Plan”) as to the accuracy and reliability thereof.

Irrespective of the above, the court auditor’s opinion on the audit of the Division Plan is also available on the Bank’s website (at http://www.bzwbk.pl/investor-relations/bz-wbk-investor-relations.html).

In reference to current report No. 31/2014 dated 24 July 2014, the Management Board states the following:

• the Division Plan has been announced pursuant to Art. 535 §3 of the CCC by being posted on the websites of the Acquiring Company (at http://www.bzwbk.pl/investor-relations/bz-wbk-investor-relations.html) and of the Company Being Divided (at http://www.dmbzwbk.pl/informacje-o-dmbzwbk/o-nas/informacja-plan-podzialu.html);
• as of 25 July 2014, shareholders are able to review the following documents referred to in Art. 540 §1 of the CCC at the offices of the Bank located at ul. Rynek 9/11 in Wrocław (50-950 Wrocław), Monday to Friday, 8:00 am to 4:00 pm: (i) the Division Plan, (ii) the financial statements and management board’s reports on the activity of the Company Being Divided and of the Acquiring Company for the last three financial years, together with the opinions and reports of certified auditors, (iii) the documents referred to in Art. 534 §2 of the CCC, i.e. draft resolutions on the Division, draft articles of association of the newly incorporated company, the determination of the value of the estate of the Company Being Divided as at 1 June 2014, and the statement of account balances of the Company Being Divided as at 1 June 2014, (iv) the management board’s reports on the Company Being Divided, the Acquiring Company and the newly incorporated company dated 24 July 2014, prepared for the purposes of the Division; and
• the Division Plan and the management board’s reports on the Company Being Divided, the Acquiring Company and the newly incorporated company, prepared for the purposes of the Division, are also available on the Bank’s website (at http://www.bzwbk.pl/investor-relations/bz-wbk-investor-relations.html), and the financial statements and the management board’s reports on the Bank for the last three financial years, together with the opinions and reports of certified auditors are available on the Bank’s website (at http://www.bzwbk.pl/investor-relations/financial-statements/2014/financial-statements-2014.html).

As of 14 August 2014, shareholders will have the right to demand to be provided with, on a free of charge basis, at the offices of the Bank, the court auditor’s opinion on the audit of the Division Plan and the documents referred to in §540, §1 of the Commercial Companies Code. Shareholders who agreed that the Bank may use electronic means of communication for communication purposes may be provided with copies of the documents referred to in §540, §1 of the Commercial Companies Code in electronic form.

Legal basis:
Art. 539 §1 and 2 of the Act of 15 September 2000 on the Commercial Companies Code (Journal of Laws of 2013, Item 1030, as amended), in connection with Art. 4021 of the Commercial Companies Code and Art. 56 Section 1 item 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (consolidated text published in the Journal of Laws of 2013, Item 1382, as amended).