Press Release

Banco Santander, S.A. and KBC Bank NV announced today that they have entered into an investment agreement to combine their Polish banking subsidiaries, Bank Zachodni WBK S.A. and Kredyt Bank S.A.

Bank Zachodni WBK and Kredyt Bank, with the support of their parent companies, Santander and KBC, have also reached an agreement regarding cooperation with respect to the proposed merger.

Jan Vanhevel, KBC Group CEO, welcomed today's transaction, commenting as follows: "Today's transaction is another major milestone in implementing the updated strategy we agreed with the European Commission. Even in an extremely challenging macroeconomic environment and in very volatile market circumstances, we have succeeded in reaching agreement on one of our most important divestment files.

Taking the decision to divest Kredyt Bank and to leave the Polish banking market was a very difficult one but difficult times have forced us to make difficult choices. We believe in the potential of the Polish market and of Kredyt Bank, in the professionalism of its management and employees and in the good service they deliver to their customers. But we are also convinced that, by taking this step, both KBC and Kredyt Bank have a clearer view of the future. This proposed merger offers opportunities for Kredyt Bank’s customers and employees alike."

Emilio Botin, Chairman of Banco Santander, said: "With this transaction, Banco Santander will significantly strengthen its presence in Poland, one of the most dynamic economies in Europe, obtaining the critical mass we seek in our core markets. The transaction also underlines the flexibility and other advantages of Banco Santander’s model of stand-alone subsidiaries. From the outset, we will generate value for the shareholders of Banco Santander as well as those of the merged bank, and will create a more powerful institution for customers and employees in Poland."

• With nearly 900 branches and 3.5 million retail customers, the merged bank becomes Poland’s third bank by deposits, loans, branches and profit.
• Following the proposed merger, Santander will hold approximately 76.5% of the merged bank and KBC around 16.4%. Other minority investors will hold around 7.1%. Banco Santander, S.A. has committed to help KBC to lower its stake in the merged bank to below 10% immediately after the merger. Furthermore, KBC’s intention is to divest its remaining stake, with a view to maximising value.
• The agreement is based on an exchange ratio of 6.96 Bank Zachodni WBK shares for every 100 Kredyt Bank shares.
• The merger is subject to independent evaluation by Bank Zachodni WBK and Kredyt Bank, as well as to obtaining regulatory approval from the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and relevant competition clearance.