Current Report no. 21 (2020)

25 september 2020

Registration in the National Court Register of the increase in the share capital of Santander Bank Polska S.A. and the amendments to the Statutes

The Management Board of Santander Bank Polska S.A. ("SAN PL") hereby states that today, i.e. on 25 September 2020, it was informed that on 25 September 2020 the amendments to the Statute of SAN PL resulting in SAN PL's share capital increase related to the issuance O series shares was registered by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register. The amendments to the SAN PL's Statute were adopted by the Annual General Meeting of SAN PL on 22 June 2020 ("AGM") by Resolution No. 51 on increasing the Bank's share capital by means of an issue of series O ordinary bearer shares, depriving the existing shareholders of all their pre-emptive rights to series O shares, amending the Bank's Statutes, placing a request for admission and floating of series O shares on the regulated market of the Warsaw Stock Exchange and dematerialising series O shares, as well as granting authorisation for the Supervisory Board and the Management Board (ref. WA.XIII.Ns-Rej. KRS 39480/20/634).

The registered amendment to the Statutes includes an increase in the share capital of SAN PL. The share capital of SAN PL was increased from PLN 1 020 883 050 (one billion, twenty million, eight hundred and eighty-three thousand fifty) to PLN 1 021 893 140 (one billion twenty one million eight hundred ninety three thousand one hundred and forty), i.e. by PLN 1 010 090 (one million ten thousand and ninety). The shares in the increased share capital have been paid up in full.

Existing wording of § 10 of Statutes of SAN PL:

"§ 10 The Bank's share capital is PLN 1,020,883,050 (one billion twenty million eight hundred eighty three thousand and fifty) zlotys and shall be divided into 102,088,305 (one hundred and two million eighty eight thousand three hundred and five) bearer shares with a nominal value of PLN 10 (ten zlotys) each, including:

1) 5,120,000 (five million one hundred and twenty thousand) series A ordinary bearer shares,

2) 724,073 (seven hundred and twenty four thousand and seventy three) series B ordinary bearer shares,

3) 22,155,927 (twenty two million one hundred and fifty five thousand nine hundred and twenty seven) series C ordinary bearer shares,

4) 1,470,589 (one million four hundred and seventy thousand five hundred and eighty nine) series D ordinary bearer shares,

5) 980,393 (nine hundred and eighty thousand three hundred and ninety three) series E ordinary bearer shares,

6) 2,500,000 (two million and five hundred) series F ordinary bearer shares,

7) 40,009,302 (forty million nine thousand three hundred and two) series G ordinary bearer shares,

8) 115.729 (one hundred and fifteen thousand seven hundred and twenty nine) series H ordinary bearer shares,

9) 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares,

10) 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) ordinary series J bearer shares,

11) 305,543 (three hundred five thousand five hundred and fourty-three) ordinary bearer series K shares,

12) 5,383,902 (five million three hundred eighty three thousand nine hundred and two) ordinary bearer series L shares,

13) 98,947 (ninety eight thousand nine hundred forty seven) ordinary bearer series M shares,

14) 2,754,824 (two million seven hundred and fifty four thousand and eight hundred and twenty four) ordinary bearer series N shares."

New wording of § 10 of Statutes of SAN PL:

"§10. The Bank's share capital is PLN 1,021,893,140 (one billion twenty one million eight hundred ninety three thousand one hundred and forty) zlotys and shall be divided into 102,189,314 (one hundred and two million eighty nine thousand three hundred and fourteen) bearer shares with a nominal value of PLN 10 (ten zlotys) each, including: