KBC Groep : KBC Group : KBC Bank places its 16.2% of Bank Zachodni WBK in the market as Banco Santander will sell up to 5.2% of

KBC Groep : KBC Group : KBC Bank places its 16.2% of Bank Zachodni WBK in the
      market as Banco Santander will sell up to 5.2% of its Polish unit

This announcement is not an offer of securities for sale in the United States,
Canada, Japan  or Australia.  Any securities  referred to  herein may  not  be 
offered or  sold in  the  United States,  Canada,  Japan or  Australia  absent 
registration or  an exemption  from registration.  No public  offering of  any 
securities referred to herein will be made in the United States, Canada, Japan
or Australia.

 

Press Release
Outside trading hours - Regulated information*

Brussels, 18 March 2013

KBC Bank places its 16.2% of Bank Zachodni WBK in the market as Banco
Santander will sell up to 5.2% of its Polish unit

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.

For further information, please contact:
Wim Allegaert, General Manager, Investor Relations, KBC Group
Tel +32 2 429 50 51 E-mail wim.allegaert@kbc.be

Viviane Huybrecht, General Manager, Corporate Communication/Spokesperson,  KBC 
Group
Tel +32 2 429 85 45 E-mail pressofficekbc@kbc.be

Information about BZ WBK

BZ WBK is a universal bank offering  a wide range of products and services  to 
both retail and corporate customers. Historically, the strength of BZ WBK  has 
been in business and corporate banking  and BZ WBK has achieved strong  market 
positions in this market segment. Over the past few years BZ WBK has  expanded 
its presence  in retail  banking by  increasing its  branch presence  and  its 
retail loan book. As of 31 December  2012, the BZ WBK Group's market share  in 
terms of total gross loans and deposits stood at 4.3% and 5.3%,  respectively, 
according to  data from  the National  Bank of  Poland. BZ  WBK's  traditional 
banking product range has  been supplemented by  other financial products  and 
services offered by BZ WBK subsidiaries,  including Dom Maklerski BZ WBK.  The 
BZ WBK Group  has established a  strong presence in  brokerage (a 7.3%  market 
share in equity  market trading  and 11.9%  market share  in future  contracts 
market trading according to data from the WSE for 2012).
The core pillars  of the  BZ WBK  Group's strategy  are a  strong capital  and 
funding position, a  focus on  risk management  and efficiency,  and a  strong 
corporate culture. The BZ WBK management team has over the past several  years 
focused on diversifying  the income  of BZ WBK,  targeted growth  in the  most 
profitable market segments, and placed  a strong emphasis on customer  service 
and satisfaction. The results of this  strategy and approach to business  have 
been a balanced growth in loans and deposits and an increased presence in  the 
profitable retail and  SME segments, all  of which  have led to  a strong  and 
stable financial performance. BZ WBK has been one of the most profitable banks
in Poland in terms of ROE and has  had one of the strongest net income  growth 
rates in the Polish banking sector in recent years.
On 4 January  2013, BZ  WBK merged  with Kredyt  Bank, a  medium sized  credit 
institution with a strong focus on retail banking and the mortgage market. The
Merger resulted  in the  BZ WBK  Group becoming  (together with  Poland's  two 
largest banks, PKO Bank Polski and Bank Pekao) one of the three leading  banks 
in the country, with a significant gap between them and the rest of the market
in terms of the size of their  respective branch networks. The BZ WBK  Group's 
market share in terms of total loans and total deposits increased to 7.5%  and 
8.7% respectively according to  data from NBP, and  the BZ WBK Group  improved 
its position in retail banking and, in particular, in the mortgage market.
As of  31 December  2012, the  BZ  WBK Group  had a  network of  889  branches 
comprising 519 BZ WBK branches and 370 Kredyt Bank branches. In addition,  the 
BZ WBK  offers its  services  through SME  and  Business &  Corporate  Centers 
located in  all the  major  regions of  the country.  The  BZ WBK  Group  also 
utilizes other distribution channels, including online banking, call  centers, 
mobile banking and  an ATM  network. The  customer base  of the  BZ WBK  Group 
following the Merger increased substantially as a result of acquisition of the
Kredyt Bank Group customers. As of  31 December 2012, the aggregated  customer 
base of the  BZ WBK  Group and  the Kredyt  Bank Group  had approximately  4.1 
million clients, including  3.8 million individual  customers, 274.5  thousand 
SME customers and 7.3 thousand corporate customer groups.

***

DISCLAIMER

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED IN OR
INTO THE UNITED STATES OF  AMERICA (INCLUDING ITS TERRITORIES OR  POSSESSIONS, 
ANY STATE  AND THE  DISTRICT OF  COLUMBIA) (THE  "UNITED STATES"),  AUSTRALIA, 
CANADA, JAPAN OR SOUTH AFRICA.

This announcement does not comprise a prospectus for the purposes of Directive
2003/71/EC or any  other applicable laws,  rules or regulations  and does  not 
contain or  constitute  or  form part  of  any  offer or  invitation,  or  any 
solicitation of an offer, for securities referred to herein and should not  be 
relied on in connection  with any contract  or commitment whatsoever.  Neither 
this announcement nor anything contained herein shall form the basis of, or be
relied upon in  connection with,  any offer  or commitment  whatsoever in  any 
jurisdiction. Any offer to acquire  securities referred to herein pursuant  to 
any potential offering of shares in BZ WBK (the "Offering") will be made,  and 
any investor should make  his investment decision solely  on the basis of  the 
appropriate and final  offering document which  may be made  available to  the 
selected investors in due course in connection with the Offering.

The contemplated sale of securities referred to herein and the distribution of
this announcement and  other information in  connection with the  contemplated 
sale of  securities  referred  to  herein  in  certain  jurisdictions  may  be 
restricted by law  and persons  into whose  possession any  document or  other 
information referred  to  herein  comes should  inform  themselves  about  and 
observe any such restriction.  Any failure to  comply with these  restrictions 
may constitute a violation of the securities laws of any such jurisdiction.

This announcement  does  not  contain  or  constitute  an  offer  of,  or  the 
solicitation of an offer  to buy, any shares  in BZ WBK to  any person in  the 
United States, Australia, Canada or Japan or in any jurisdiction to whom or in
which such offer or solicitation is unlawful. The shares in BZ WBK referred to
herein (the "Shares") may not be offered  or sold in the United States  unless 
registered under  the US  Securities Act  of 1933  (the "Securities  Act")  or 
offered in a  transaction exempt  from, or  not subject  to, the  registration 
requirements of the Securities Act. The potential offer and sale of the Shares
has not been and will not be registered under the Securities Act or under  the 
applicable securities laws of Australia,  Canada or Japan. Subject to  certain 
exceptions, the Shares  may not  be offered or  sold in  Australia, Canada  or 
Japan or to,  or for  the account  or benefit  of, any  national, resident  or 
citizen of Australia, Canada or Japan.

This announcement is directed only at  (i) persons who are outside the  United 
Kingdom, (ii) investment  professionals falling  within Article  19(5) of  the 
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001  (the 
"Order") and (iii) high net worth entities,  and other persons to whom it  may 
lawfully be communicated, falling within Article 49(2)(a) to (d) of the  Order 
or (iv)  other  persons to  whom  an invitation  or  inducement to  engage  in 
investment activity  (within  the  meaning  of section  21  of  the  Financial 
Services and Markets Act 2000) in connection with the Offering may lawfully be
communicated or caused  to be  communicated (all such  persons together  being 
referred to  as "relevant  persons"). Any  investment activity  to which  this 
announcement relates will only be available to and will only be engaged  with, 
relevant persons. Any person who  is not a relevant  person should not act  or 
rely on this  announcement or any  of its contents.  The contemplated sale  of 
securities referred to herein  will not be  made to the  public in the  United 
Kingdom.

This announcement is for promotional purposes only and under no  circumstances 
shall constitute an offer or invitation, or form the basis for a decision,  to 
invest in the securities of BZ WBK.

This announcement does not constitute  a recommendation within the meaning  of 
the Regulation  of  the  Polish  Minister  of  Finance  Regarding  Information 
Constituting  Recommendations  Concerning  Financial  Instruments  or  Issuers 
Thereof dated 19 October 2005.

No reliance  may be  placed  for any  purpose  whatsoever on  the  information 
contained in this  announcement. Such information  is for background  purposes 
only, may be subject to change and may not be complete or accurate.

Acquiring securities to which this announcement relates may expose an investor
to  a  significant  risk  of  losing  all  of  the  amount  invested.  Persons 
considering investment  should consult  an authorized  person specializing  in 
advising  on  such  investments.  This  announcement  does  not  constitute  a 
recommendation concerning the Offering.  The value of  shares can decrease  as 
well as increase. Potential investors should consult a professional advisor as
to the suitability of the Offering for the person concerned.

Deutsche Bank, Citi, Morgan  Stanley, BofA Merrill  Lynch, Credit Suisse,  KBC 
Securities,  Santander  Investment,  Dom  Maklerski  BZ  WBK,  Goldman   Sachs 
International, UBS Investment Bank, Dom Maklerski  PKO BP, ING, Royal Bank  of 
Canada (RBC Europe Limited) and  Société Générale (the "Managers") are  acting 
for KBC,  Santander  and  BZ WBK  and  no  one else  in  connection  with  the 
contemplated sale of the Shares, and  will not be responsible to anyone  other 
than KBC, Santander and BZ WBK for providing the protections afforded to their
clients nor for providing advice in  connection with the contemplated sale  of 
the Shares.

This announcement may contain projections or other forward-looking  statements 
regarding future events or the future financial performance of BZ WBK. You can
identify forward-looking  statements by  terms  such as  'expect',  'believe', 
'anticipate', 'estimate', 'intend', 'will', 'could', 'may' or 'might' or other
similar expressions or, in  each case, their negative  or other variations  or 
comparable terminology,  or by  discussions  of strategy,  plans,  objectives, 
goals, future events or intentions. KBC and Santander wish to caution you that
these statements are only  predictions and that actual  events or results  may 
and often do differ materially. Any forward-looking statements reflect KBC and
Santander's current view  with respect  to future  events and  are subject  to 
risks relating to future events and other risks, uncertainties and assumptions
relating to  BZ WBK's  business, results  of operations,  financial  position, 
liquidity, prospects, growth or  strategies. Forward-looking statements  speak 
only as of the date they are made and each of KBC, Santander, the Managers and
their respective affiliates disclaims any obligation or undertaking to  update 
these statements to reflect events and circumstances occurring after the  date 
hereof; to reflect the  occurrence of unanticipated events  or as a result  of 
new information or otherwise. Many factors  could cause the actual results  to 
differ materially  from  those  contained in  projections  or  forward-looking 
statements of BZ WBK, including risks  specifically related to BZ WBK and  its 
operations.

In connection with  the Offering, the  Managers and any  of their  affiliates, 
acting as investors for  their own accounts, may  purchase Shares and in  that 
capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts  in  such  Shares and  other  securities  of BZ  WBK  or  related 
investments  in  connection  with  the  Offering  or  otherwise.  Accordingly, 
references in any applicable offering document, if produced and made available
to any investors, to the Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any offer to, or  subscription, 
acquisition, placing or dealing by, the  Managers and any of their  affiliates 
acting as investors  for their  own accounts. The  Managers do  not intend  to 
disclose the extent of any such  investment or transactions otherwise than  in 
accordance with any legal or regulatory obligations to do so.

None  of  the  Managers  or  any  of  their  respective  directors,  officers, 
employees,  advisers  or  agents  accepts  any  responsibility  or   liability 
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any  information has been  omitted from the  announcement) or  any 
other  information  relating  to  BZ  WBK,  its  subsidiaries  or   associated 
companies, whether  written, oral  or  in a  visual  or electronic  form,  and 
howsoever transmitted or made available or for any loss howsoever arising from
any use  of  this  announcement  or  its  contents  or  otherwise  arising  in 
connection therewith.

*This news item contains information that is subject to the transparency
regulations for listed companies

KBC Group NV  Havenlaan 2 - 1080 Brussels

KB_BZ WBK_offering_EN

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applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: KBC Groep via Thomson Reuters ONE
HUG#1685812