Current Report no. 6 (2012)

Agreement with the European Bank for Reconstruction and Development

Bank Zachodni WBK S.A (BZ WBK) hereby informs that on 29 March 2012 it entered into an investment agreement with the European Bank for Reconstruction and Development (EBRD) which provides for the EBRD’s equity investment of PLN 332 million in BZ WBK to support the planned BZ WBK- Kredyt Bank merger (“the Merger”).

As per the agreement, the EBRD will subscribe for 1,561,618 BZ WBK shares in a private placement transaction, excluding - in BZ WBK’s interest – the existing shareholders’ pre-emptive right. The share issue price is PLN 212.60, which represents the reference price for BZ WBK shares of PLN 226.40 agreed in the investment agreement entered into by Banco Santander S.A. and KBC Bank NV, ex-dividend and, with a discount similar to customary discounts applicable in private placement transactions.

Upon completion of the proposed Merger, EBRD will hold a minority equity stake in BZ WBK. .

The said investment is subject to the Polish Financial Supervision Authority’s approval of relevant changes to the Statutes of BZ WBK with respect to capital increase and a relevant resolution to be adopted by BZ WBK General Meeting.

Legal base:
art. 56 sec.1 point 1 the Act dated 29 July 2005 on public offering and conditions of introducing the financial instruments to organized trading system and on public companies