Bank Zachodni WBK S.A. Equity Investment

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The EBRD has been invited to consider an equity investment in Bank Zachodni WBK S.A. (“BZ WBK”) of up to €80 million by subscribing for new shares in BZ WBK through a capital increase. The project would support the merger of BZ WBK and Kredyt Bank S.A., a medium sized Polish bank and a subsidiary of the Belgian KBC Group, and the creation of the third largest bank in the country. Upon completion of the merger, the EBRD would hold a minority equity stake in BZ WBK. Through the project, the EBRD will support a strategic acquisition in Poland with the aim to foster competition in the nationwide, top -tier segment. Moreover, the project is expected to provide an example of successful in-market merger in the Polish banking sector. The merger of KB with BZ WBK will deploy and transfer Banco Santander's skills in merger integration, demonstrating within the Polish market technical integration, value creation, and best practices with regard to any rationalization that may be required. BZ WBK is a universal Polish bank providing a full range of services for individual customers, SMEs and large companies. With €13.6 billion of total assets, it ranks 5th in Poland. BZ WBK is 96.25% owned by Banco Santander, S.A. and listed on the WSE. BZ WBK is an existing client of the EBRD, having previously benefited from loans and credit lines totalling €165 million including the subordinated Eurobond of €100 million issued to the EBRD in 2010. Banco Santander, S.A. is the largest retail and commercial bank in Europe, with the largest branch network world-wide. Its international diversification makes it less vulnerable to the eurozone crisis and allows it to extend its operations in CEE – the region from which some Western banks are being forced to withdraw because of troubles in their home markets. Equity participation in the share capital increase of BZ WBK in the amount of up to €80 million equivalent in Polish Zloty. Unspecified. BZ WBK implemented environmental and social requirements in the context of previous EBRD financings and is thus compliant with PR 2 (Labour and Working Conditions) and PR 9 (Financial Intermediaries), which also requires adherence to the EBRD’s Environmental and Social Exclusion List and Referral List. After the merger of KB with BZ WBK is completed, the environmental and social requirements will need to be applied across the merged bank’s entire portfolio including KB. None. Peter Greiff, Corporate Communications Director Banco Santander, S.A. Tel: +34 91289 5207 Email: pgreiff@gruposantander.com