Citi Handlowy Announces Agreement to Sell Consumer Banking Business in Poland to Velobank S.A.

NEW YORK – Bank Handlowy w Warszawie S.A. today announced an agreement to sell its consumer banking business to VeloBank S.A, a Poland-based universal bank providing financial solutions to individuals, small and medium-sized companies. 

Bank Handlowy w Warszawie S.A., which operates under the Citi Handlowy brand, is majority-owned by Citibank Europe Plc (CEP), a wholly owned subsidiary of Citigroup Inc. VeloBank S.A. (“Velobank”) is owned by funds affiliated with Cerberus Capital Management, the European Bank for Reconstruction and Development and the International Finance Corporation, a member of the World Bank Group.

The transaction, which is subject to regulatory approvals, antitrust clearance and other customary conditions precedent, involves the demerger of Citi Handlowy’s consumer banking operations to VeloBank S.A., including wealth management, micro business banking, credit cards, consumer loans, deposits and assets under management, consumer clients of the brokerage business, branches and other consumer-related assets. Citi Handlowy consumer business employees and branches will also transfer to VeloBank S.A. upon completion of the proposed transaction to ensure continuity of services to customers.  It excludes the bank’s institutional businesses, which Citi Handlowy will continue to invest in and grow in order to serve clients in Poland locally, regionally and globally. 

The transaction is expected to close by mid-2026.  While financially immaterial to Citi, it is expected to result in a modest regulatory capital benefit at closing. 

The Management Board of Citi Handlowy received assessments of the fairness of the Transaction from a financial perspective for the shareholders of Citi Handlowy (“Fairness Opinion”) from EY and another reputable financial advisor.

Citi’s Head of International Ernesto Torres Cantú said, “Citi Handlowy has been providing financial solutions to corporations in Poland through a history spanning 155 years, and we remain fully committed to Poland’s economic growth and to our institutional clients in the country. This transaction enables us to deploy additional resources to our institutionally focused businesses, so we can continue to connect corporations in Poland to our global network.” He added, “We’re proud of this significant milestone in simplifying our firm, and we’re pleased that our consumer banking colleagues in Poland are going to a buyer that will continue to invest in this great franchise. We wish them well in their careers with VeloBank and thank them for their dedication in serving their clients with excellence during this process.”

With the previously announced sales and wind downs of its international consumer businesses, Citi’s last significant remaining international consumer operation is Mexico. Citi continues to actively work on the proposed IPO of Grupo Financiero Banamex, the timing of which will be driven by regulatory approvals and market conditions to maximize shareholder value, which remains a priority for Citi.

Citi Handlowy was advised by Citi on the transaction.

Certain statements in this release are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. These statements are not guarantees of future results or occurrences. Actual results and capital and other financial condition may differ materially from those included in these statements due to a variety of factors. These factors include, among others, geopolitical, macroeconomic and local market conditions; the successful sale of the Poland consumer banking business, including within the expected timeframe; satisfaction of closing conditions; governmental or regulatory requirements and actions; the imposition of additional sanctions or export controls; and the precautionary statements included in this release. These factors also consist of those contained in Citi's filings with the U.S. Securities and Exchange Commission, including without limitation the "Risk Factors" section of Citi's 2024 Form 10-K. Any forward-looking statements made by or on behalf of Citi speak only as to the date they are made, and Citi does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.