Press Release

KBC and Banco Santander today announce a secondary offering of up to 19,978,913 shares in Bank Zachodni WBK by way of a fully marketed follow-on offering (the "Offering").

Through the Offering, KBC plans to sell 15,125,964 shares constituting 16.17% of BZ WBK current shares outstanding and Santander is expected to sell a minimum of 195,216 additional shares (constituting 0.21% of current shares outstanding) and up to 4,852,949 shares (constituting 5.19% of BZ WBK current shares outstanding). Assuming the Offering is completed in full, the free float of BZ WBK following the Offering would be c.30%.

The placement of these shares would allow Banco Santander to fulfill its commitment towards the Polish regulator that 30% of the capital of BZ WBK is in hands of other minority investors before the end of 2014. Banco Santander will continue to be the controlling shareholder in BZ WBK.

The Selling Shareholders will grant the underwriters a reverse greenshoe option in relation to up to 10% of the final Offering size. KBC and Santander will each commit to be locked-up for a period of 90 days, and BZ WBK for a period of 180 days, following the closing of the Offering.

The Offering will be made to eligible institutional investors and within an indicative price range of PLN240 to PLN270. The final sale price will be determined through a bookbuilding process that will begin today, Monday 18 March 2013, and is expected to end no later than Thursday 21 March 2013.

Deutsche Bank, Citi, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC Securities and Santander Investment are Joint Global Coordinators and Joint Bookrunners. Dom Maklerski BZ WBK is Joint Global Coordinator, Joint Bookrunner and Offering Agent. Goldman Sachs International and UBS Investment Bank are acting as Joint Bookrunners, while Dom Maklerski PKO BP, ING, Royal Bank of Canada and Société Générale are acting as Co-Lead Managers.

KBC Bank
Date: 18.03.2013

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