By Patryk Wasilewski WARSAW--Shareholders approved Bank Zachodni WBK SA's (BZW.WA) takeover of smaller rival Kredyt Bank SA (KRB.WA) that will create Poland's third-largest bank by assets, to be controlled by Spain's Banco Santander SA (SAN.MC), BZ WBK and Kredyt Bank said Monday. Santander in February agreed with Belgian KBC Group NV (KBC.BT) to buy Kredyt Bank in an all-share deal valuing both banks at 21.5 billion zlotys ($6.4 billion) in a move to strengthen its position in one of Europe's fastest-growing economies. Santander will control 76.5% of the joint bank, and KBC will own 16.4%, which it plans on selling. KBC was hit hard by the 2008 financial crisis, and had to be bailed out with a 7 billion euro ($8.62 billion) cash infusion from Belgium's government and the regional Flemish government. As such, the European Union requires that the bank restructure and sell noncore assets. The deal, which needs to be approved by local financial regulator KNF, is expected to close later this year. One of the conditions put forward by the regulator is a dual listing of Santander shares in Poland. Write to Patryk Wasilewski at patryk.wasilewski@dowjones.com Subscribe to WSJ: http://online.wsj.com?mod=djnwires