Current Report no. 19 (2024)

21 march 2024

Management Board's recommendation re distribution of profit for 2023 and decision on Dividend Reserve created pursuant to resolution no. 6 of the Annual General Meeting of 22 March 2021.

In connection with current reports no. 7/2024 of 21 February 2024 and no. 18/2024 of 19 March 2024, the Management Board of Santander Bank Polska S.A. (Bank) hereby informs you that on 21 March 2024 it issued a recommendation on the distribution of profit for 2023 and the Dividend Reserve created pursuant to resolution no. 6 of the Annual General Meeting of 22 March 2021 (resolution no. 6).The recommendation was positively reviewed by the Bank's Supervisory Board.

In line with the decision taken, the Bank's Management Board recommends that profit of PLN 4,672,978,361.27 earned in 2023 be distributed as follows:

PLN 3,504,071,577.06 - to be allocated to the dividend for shareholders;
PLN 87,042,000.00 - to be allocated to the capital reserve;
PLN 1,081,864,784.21 is to be kept undistributed.

Moreover, the Management Board recommends that PLN 1,056,637,506.76 out of the Dividend Reserve created pursuant to resolution no. 6 be allocated to the dividend for shareholders.

The Management Board recommends that 102,189,314 (say: one hundred two million, one hundred eighty-nine thousand and three hundred fourteen) series A, B, C, D, E, F, G, H, I, J, K, L, M, N and O shares give entitlement to the dividend to be paid out from the profit earned in 2023 and from the Dividend Reserve (Dividend). The dividend will total PLN 4,560,709,083.82 (of which PLN 3,504,071,577.06 represents 74.99% of the net profit earned in 2023 and PLN 1,056,637,506.76 represents the amount allocated from the Dividend Reserve).

The Dividend per share will be PLN 44.63.

The Dividend record date will be 16 May 2024.

The Dividend will be paid out on 23 May 2024.

The Bank's Management Board and Supervisory Board will present this proposal along with the recommendation at the next Bank's Annual General Meeting.

The Bank hereby informs you that:

Pursuant to Article 349 § 1 of the Commercial Companies Code and § 50(4) of the Bank's Statutes, and based on Management Board resolution no. 227/2023 of 16 November 2023 and Supervisory Board resolution no. 144/2023 of 16 November 2023, on 29 December 2023, the Bank paid interim dividend of PLN 2,375,901,550.50 (Interim Dividend) to its shareholders. The Interim Dividend included 102,189,314 shares (one hundred two million one hundred eighty-nine thousand and three hundred fourteen) of series A, B, C, D, E, F, G, H, I, J, K, L, M, N and O shares. The Interim Dividend per share was PLN 23.25 and the record date for the Interim Dividend was 22 December 2023.
The Interim Dividend was paid from the Dividend Reserve created by force of resolution no. 6/2021, to which the Annual General Meeting, by force of resolution no. 6 of 19 April 2023, earmarked the amount of PLN 2,376,685,525.50, i.e. part of the net profit earned by the Bank in the accounting year from 1 January 2022 to 31 December 2022, and it does not reduce the Dividend to be paid out to shareholders.

When taking its decision, the Management Board took into account the current macroeconomic environment as well as the recommendations and current guidance of the Polish Financial Supervision Authority (KNF), including that outlined in the KNF's letter of 20 February 2024, of which the Bank informed the market in its current report no. 7/2024 of 21 February 2024 as well as that outlined in the letter of 19 March 2024 confirming the possibility to pay a dividend from the Dividend Reserve of which the Bank informed the market in its current report no. 18/2024 of 19 March 2024.