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Banco Santander's Management Discusses Merger Of BZ WBK And Kredyt Bank Conference (Transcript)

Banco Santander S.A. (STD)

Merger of BZ WBK and Kredyt Bank Conference Call

February 28, 2012 3:30 am ET

Executives

José Antonio Álvarez – Chief Financial Officer

Analysts

David Vaamonde – Fidentiis Equities

Marta Sanchez Romero – Keefe, Bruyette & Woods, Inc.

Carlos Berastain – Deutsche Bank Research

Daragh Quinn – Nomura

Britta Schmidt – Autonomous Research

Juan Pablo Lopez – Espirito Santo Investment Bank

George Karamanos – Redburn Partners

Presentation

José Antonio Álvarez

Hi, good morning to everyone. This is José Antonio Álvarez, Santander CFO speaking. The reason of this conference call as follow do now is to explain the merger agreement that we’ve reached with Kredyt Bank in relation with the subsidiaries of the two Banks, Santander subsidiary in Poland BZ WBK and Kredyt Bank, the subsidiary of the KBC in Poland.

I think all do got the presentation, so I’m going to run through the presentation. The presentation has five different parts, the first one is about the transaction [result], the description of the transaction; the second one is the strategic rationale as we see in the transaction; the third one is the financial impact in our numbers, in our accounts; and finally the New BZ equity strategy going forward, and finally a brief summary of all the presentation.

I’m going to go through different page, page 4, you have there the description of the transaction, basically transaction is about combining BZ WBK and Kredyt Bank in Poland for a total combined value of slightly above PLN 20 billion, roughly speaking €5 billion. The exchange ratio is going to 6.96 BZ WBK shares with the assigned value of PLN 226.4 per share for each 100 shares of Kredyt Bank. As a result of this transaction, the shareholding structure will be – Santander will have 76.5%; KBC, 16.4%; and 7.1% the minority investors.

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