TRANSLATORS’ EXPLANATORY NOTE

The English content of this report is a free translation of the registered auditor’s report of the below-mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish and in accordance with Polish legislation and the accounting principles and practices generally adopted in Poland.

The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.

PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. Polna 11 str., 00-633 Warsaw, Poland; T: +48 (22) 746 4000, F: +48 (22) 742 4040, www.pwc.com

PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11 str.

Independent Registered Auditor’s Report

To the General Shareholders’ Meeting and the Supervisory Board of Santander Bank Polska S.A.

Report on the audit of consolidated financial statements

Our opinion

In our opinion, the accompanying annual consolidated financial statements:

● give a true and fair view of the consolidated financial position of the group Santander Bank Polska S.A. (the “Group”), in which Santander Bank Polska S.A. is the parent entity (the “Parent Company”) as at 31 December 2022 and the Group’s consolidated financial performance and the consolidated cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies;

● comply in terms of form and content with the laws applicable to the Group and the Parent Company’s Articles of Association.

Our opinion is consistent with our additional report to the Audit Committee issued on the date of this report.

What we have audited

We have audited the annual consolidated financial statements of Santander Bank Polska S.A. Group which comprise:

● the consolidated statement of financial position as at 31 December 2022;

and the following prepared for the financial year from 1 January to 31 December 2022:

● the consolidated income statement;

● the consolidated statement of comprehensive income;

● the consolidated statement of changes in equity;

● the consolidated statement of cash flows, and

● the additional notes to the consolidated financial statements comprising a description of the significant adopted accounting policies and other explanations.

Basis for opinion

We conducted our audit in accordance with the National Standards on Auditing in the wording of the International Standards on Auditing as adopted by the resolution of the National Council of Statutory Auditors (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit Companies and Public Oversight (the “Law on Registered Auditors”) and the Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the statutory audit of public-interest entities (the “EU Regulation”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

Materiality

Group scoping

Key audit matters

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted by resolution of the National Council of Statutory Auditors and other ethical requirements that are relevant to our audit of the consolidated financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During the audit, the key registered auditor and the registered audit firm remained independent of the Group in accordance with the independence requirements set out in the Law on Registered Auditors and in the EU Regulation.

Our audit approach

Overview

• The overall materiality threshold adopted for the purposes of our audit was set at PLN 301,000 thousand. We adopted overall materiality based on the value of approximately 5% of the profit before tax adjusted for tax on financial institutions and the loss resulting from changes in expected cash flows from mortgage loans resulting from the entry into force of the act enabling customers to defer repayment of selected principal and interest instalments (“credit moratoria”). For reasons of prudence, we have adjusted the overall materiality so that it does not exceed approximately 1% of the Group's net assets.

• We have audited the financial statements of the Parent Company and consolidation packages of subsidiaries that have a significant impact on the consolidated financial statements.

• The scope of our audit covered 90% of the Group’s revenue and 91% of the absolute value of its profit or loss and 90% of total assets of all the consolidated Group companies before consolidation eliminations.

• Estimating the value of expected credit losses in the portfolio of loans and advances to customers

• Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF

• Estimates of interest income on loans and advances measured at amortised cost, including estimates resulting from the

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introduction of the act enabling customers to use the moratorium on the repayment of selected principal and interest instalments

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Parent Company’s Management Board made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.

Overall Group materiality

PLN 301,000 thousand

How we determined it

Approximately 5% of the profit before tax adjusted for the tax on financial institutions and the loss resulting from the so-called credit moratoria. For reason s of prudence , we adjusted the overall materiality so that it does not exceed approximately 1% of the Group's net assets.

Rationale for the materiality benchmark applied

We have adopted profit before tax as the basis for determining materiality because, in our opinion, it is an indicator commonly used by the users of financial statements to evaluate the Group’s operations and it is a key benchmark.

We adjusted this value by the tax on financial institutions, which has the nature of a special tax burden, and the loss resulting from the so- called credit moratoria as a one-off event.

We adopted the materiality threshold of 5% because, based on our professional judgement, it is within the quantitative materiality

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thresholds acceptable for the auditing of profit-oriented entities in the financial sector.

We agreed with the Audit Committee of the Parent Company that we would report to them misstatements of the consolidated financial statements identified during our audit above PLN 15,050 thousand, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Estimating the allowances for expected credit losses for loans and advances to customers

In accordance with the provisions of International Financial Reporting Standard 9, Financial Instruments, (“IFRS 9”) the Management is required to determine expected credit loss (“ECL”) that may occur over either a 12 month period or the remaining life of a financial asset, depending on the classification of individual assets into risk categories ("stages"), taking into account the impact of future macroeconomic conditions on the level of credit risk allowances.

The Group’s loan portfolio consists of exposures assessed for expected credit losses:

● on an individual basis for individually significant credit exposures; and

● with the use of statistical models which estimate allowances for credit losses for each of the homogenous portfolios identified by the Group.

As part of the procedures performed, we updated our understanding of the Group’s policies and procedures related to the estimation of allowances for expected credit losses, especially the changes applied to address the uncertainties resulting from changes observed in the economic environment.

We tested the effectiveness of controls applied by the management related to the recognition and measurement of credit losses including, among others, controls over:

● the completeness and accuracy of input data used;

● verification of the models of probability of default (PD), loss given default (LGD) and other parameters;

● the design of future macroeconomic scenarios, forecasted macroeconomic variables and the probability-weighting of particular scenarios.

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Expected credit losses as at 31 December 2022 amounted to PLN 5,884,032 thousand in the portfolio of loans and advances to customers with a gross value of PLN 158,392,724 thousand.

The Management Board monitors the correct functioning of the models, among others by comparing the results estimated by the models to actual credit losses (backtesting procedures) and performing periodic quantitative validation of the models.

In the models of expected credit losses, the Group uses large amounts of data, therefore the completeness and reliability of data may significantly affect the accuracy of allowances for credit losses.

We considered allowances for expected credit losses for loans and advances portfolio as a key audit matter due to:

● significant judgement used by the Management Board in modelling future scenarios and forecasting macroeconomic variables, assuming the probability of occurrence of individual scenarios;

● high degree of uncertainty related to the estimation of the allowance for expected credit losses due to dynamic changes in the economic environment, which affect the forecasted macroeconomic parameters and thus the credit risk parameters used in the models for estimating expected credit losses;

● the complexity of the audit procedures and the audit evidence obtained due to the complexity of the calculations and the amount of data used to estimate the allowances for expected credit losses.

Note 2.6 Use of estimates , Note 2.9 The most significant accounting policies , Note 4 Risk management and Note 22 Loans and advances to customers in the consolidated financial statements provide detailed information on the methods and models used and the level of allowances for the expected credit losses in the portfolio of loans and advances to customers.

As part of the work on statistical models, we performed the following procedures, for which we engaged our internal credit risk modelling specialists:

● assessment whether the Group’s methodology related to the estimation of expected credit losses is in line with the requirements of IFRS 9, in particular verification of the Group’s approach to applying the criteria to identify significant increase in credit risk, default definition, PD and LGD parameters and including forward-looking information when calculating expected credit losses;

● critical analysis of key judgments and assumptions, including macroeconomic scenarios and the probability-weightings assigned to particular scenarios;

● independent tests of the credit risk parameters.

In the area of the individually assessed exposures, we performed the following procedures:

● we selected a sample taking into account various risk criteria based on our professional judgement,

● for selected loans and advances we checked the stage classification as at the balance sheet date;

● for selected impaired loans and advances (stage 3) we tested the assumptions used in the expected credit loss allowances’ calculation, particularly expected scenarios and probabilities assigned to them and the timing and amount of expected cash flows, including cash flows from repayments and realisation of collaterals.

Moreover, we performed the following procedures:

● we reconciled selected input data used for determining default parameters and estimating expected credit losses;

● in relation to individual portfolios, we verified the assignment of exposures to appropriate baskets based on selected quantitative parameters;

● we performed a recalculation of expected credit losses for selected loan portfolios;

● we performed analytical procedures over provision coverage of the credit portfolio, its changes in 2022 and transfers between stages in 2022;

● we analysed the results of the management's sensitivity analysis of the level of allowances for

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expected credit losses due to deterioration or improvement of risk parameters.

Additionally, we verified adequacy and completeness of disclosures in the consolidated financial statements in accordance with applicable accounting standards.

Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF

As at the balance sheet date, the Group had a portfolio of mortgage loans denominated in and indexed to foreign currencies, mainly to the Swiss franc (CHF), in the total amount of PLN 8,393,684 thousand. As described in the Note 48 Legal risk connected with CHF mortgage loans in the consolidated financial statements, the loan agreements based on which these loans were granted, contain clauses questioned by customers in courts due to abusiveness. At the moment, the jurisprudence of courts is not uniform, however, there is a negative trend for banks in relation to court judgments, which also affects the increase in the number of court cases brought by banks’ clients. At the same time, banks decide to offer settlements to convert foreign currency loans into PLN loans to their customers, as proposed by the Chairman of the Polish Financial Supervision Authority, or launch other settlement programs resulting in the conversion of a CHF loan into a PLN loan with the simultaneous cancellation of a part of the loan balance. In 2022, the Group developed settlement proposals for clients and presented them to particular groups of clients, which was also taken into account in the applied calculation model for estimating the costs of legal risk.

The Group estimated the impact of this situation on the recoverability of the assumed cash flows resulting from the concluded agreements for the active portfolio of mortgage loans in CHF based on point B5.4.6 of IFRS 9 by adjusting the gross carrying amount of the portfolio by reducing contractual cash flows from mortgage loans denominated or indexed to CHF and recognized a provision for the legal

As part of our audit procedures, we assessed whether the accounting approach applied by the Group is in line with the International Financial Reporting Standards (“IFRS”). Our audit procedures were mainly aimed at assessing the model and the particular assumptions adopted by the Management Board that had a significant impact on the level of estimated provisions. In particular, we carried out the following procedures:

● we discussed with the Management Board and specialists involved in estimating the provision, including the Group's external legal experts, the assumptions made, taking into account historical observations, including information on court judgments, completed court cases and the current number of new claims and settlements, as well as the existing and possible legal decisions, in particular the decisions of the CJEU;

● we verified the scenarios adopted by the Group in terms of the expected number of lawsuits against the Group, prepared, among others, based on the number of currently filed lawsuits against the Group based on the built statistical model (so- called behavioral model). In cooperation with our internal valuation specialists, we conducted an assessment of the assumptions made in the behavioral model;

● we verified the assumptions adopted by the Group based on historical data to estimate the likelihood of future settlements and the level of losses realized due to them;

● we obtained directly from the Group’s external legal experts their assessment of the expected scenarios of the resolution of court cases together with an assessment of the probability of these scenarios broken down into homogeneous

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risk of the CHF loan portfolio in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets for fully repaid loans and when the gross carrying amount of the active loan was lower than the value of the identified risk. The level of deduction of the gross carrying amount of the active portfolio estimated as at 31 December 2022 and the level of provisions created amounted to PLN 3,136,301 thousand and PLN 420,952 thousand, respectively, and the costs of legal risk recognized in the consolidated profit and loss account amounted to PLN 1,739,088 thousand.

Estimation of the cost of legal risk related to the portfolio of mortgage loans in CHF is complex and requires a significant degree of judgement due to the high degree of uncertainty of the assumptions made by the Management Board in the calculation, including forecasted number of lawsuits in the future, as well as possible court settlement scenarios and estimated levels of expected losses on their basis.

Due to the uncertainty as to the assumptions described above, as well as the significant value of the portfolio of loans denominated and indexed to CHF and significant impact of the cost of legal risk on the Group’s result, we considered this area to be the key audit matter.

As described in Note 58 Events that occurred after the end of the reporting period in the consolidated financial statements, on February 16, 2023, the opinion of the Advocate General of the Court of Justice of the European Union (“CJEU”) was published in the case C-520/21 pending before the CJEU concerning in particular the settlement of claims arising from the non-contractual use of someone else's capital in the event of cancellation of a loan agreement in CHF. Despite the non-binding nature of this opinion, it may be a prognostic as to the judgement of the CJEU, which the Group described in a note along with information on the impact of this opinion and a possible negative judgement of the CJEU on the Group's situation.

Note 48 Legal risk related to mortgage loans in CHF in the consolidated financial statements

portfolios identified by the Group, grouped on the basis of individual clauses in contracts;

● in cooperation with our internal legal experts, we analysed the documentation and legal opinions received directly from the Group's external legal experts for the purposes of assessing the risk of losing the court proceedings, as well as the probabilities of particular scenarios of the court verdicts and settlements;

● we analysed the method of calculating the value of probable losses for each scenario assumed by the Group based on the historical data;

● we verified the model used by the Group to estimate the provisions, we checked the correctness and completeness of the input data to the model and we verified the mathematical accuracy of the calculation.

We also assessed the adequacy and completeness of the disclosures in the consolidated financial statements in accordance with the applicable accounting standards, including the disclosures in Note 58 Events that occurred after the end of the reporting period . We also assessed the appropriateness of changing the accounting policies regarding legal risk in the portfolio of mortgage loans denominated in and indexed to CHF made by the Group in 2022 described in note 2.5 Comparability with the results of previous periods . We verified the impact of this change on the consolidated financial statements and assessed the adequacy and completeness of related disclosures.

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contain detailed information on the assumptions adopted to calculate the costs of legal risk related to the portfolio of mortgage loans in CHF and possible alternative results presented in as part of the estimation sensitivity analysis as well as current and possible legal decisions, including decisions of the CJEU. Note 2.5 Comparability with the results of previous periods contains detailed information on changes in the accounting principles regarding the cost of legal risk made by the Group in 2022.

Estimates of interest income on loans and advances measured at amortised cost, including estimates resulting from the introduction of the act enabling customers to use the moratorium on the repayment of selected principal and interest instalments

In accordance with IFRS 9, the Management is required to recognize interest income on financial assets measured at amortised cost using the effective interest rate (EIR) method. In 2022, the Act of July 7, 2022 on crowdfunding for business ventures and assistance to borrowers came into force, enabling customers to defer repayment of selected principal and interest instalments on mortgage loans (so-called credit moratoria), the application of which required changes to the schedule of calculating interest income with a significant impact on the result of the Group.

Therefore, we considered it appropriate to focus on the risk of incorrect recognition of interest income that may occur in particular in areas of significant judgement such as:

● incorrect determination of the interest income settlement period;

● recognizing interest income in incorrect amount (for example, due to a modification of a contract with a customer) or recognizing interest income that is not certain that it will be receivable (for example, due to prepayments);

● incorrect estimation of the number of customers who will benefit from the so- called credit moratoria in subsequent

As part of our audit, we assessed whether the accounting treatment applied by the Group complies with IFRS. Our audit procedures were focused mainly on assessing the recognition methods and particular assumptions adopted by the Management Board that have a significant impact on the level of recognized interest income. In particular, we have carried out the procedures listed below:

● identification and evaluation of key control procedures for the recognition of interest income;

● tests of details of interest income based on a sample of credit exposures for which repayments of principal and interest instalments were deferred;

● substantive analytics on interest income on financial assets measured at amortised cost;

● verification of assumptions regarding the expected number of customers who will benefit from the so- called credit moratoria;

● verification of the completeness and correctness of the input data used to calculate the adjustment of interest income and the gross carrying amount of loans in connection with the so-called credit moratoria;

● verification of the correctness of the calculation of interest income adjustments in terms of methodology and mathematics, including verification of manual adjustments.

W e also assessed the adequacy and completeness

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quarters, and thus incorrect recognition of interest income, methodological irregularities used in the calculation and incomplete or incorrect input data.

Note 2.5 Use of estimates , Note 2.9 The most significant accounting policies and Note 6 Net interest income in the consolidated financial statements contain detailed information on the recognition methods and estimates used to recognize interest income.

of the disclosures in the consolidated financial statements in accordance with the applicable accounting standards.

Responsibility of the Management and Supervisory Board for the consolidated financial statements

The Management Board of the Parent Company is responsible for the preparation of the annual consolidated financial statements that give a true and fair view of the Group’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s Articles of Association, and for such internal control as the Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Parent Company’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Parent Company’s Management Board and members of the Supervisory Board are obliged to ensure that the consolidated financial statements comply with the requirements specified in the Accounting Act of 29 September 1994 (“the Accounting Law”). Members of the Supervisory Board are responsible for overseeing the financial reporting process.

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Auditor’s responsibility for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.

The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of the Parent Company’s Management Board conducting its affairs, now or in future.

As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

● identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

● obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;

● evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent Company’s Management Board;

● conclude on the appropriateness of the Parent Company’s Management Board’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;

● evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

● obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

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From the matters communicated to the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other information, including the report on the operations

Other information

Other information comprises:

● a Management Board Report on Santander Bank Polska Capital Group Performance in 2022 including Management Board Report on Santander Bank Polska S.A. Performance (“the Report on the operations”) and the corporate governance statement and the statement on non-financial information referred to in Article 55(2b) of the Accounting Act which are separate parts of the Report on the operations,

● other documents comprising the Annual Report for the financial year ended 31 December 2022 (“the Annual Report”),

(together “Other Information”).

Other information does not include the consolidated financial statements and our auditor’s report thereon.

Responsibility of the Management and Supervisory Board

The Management Board of the Parent Company is responsible for the preparation of the Other Information in accordance with the law.

The Parent Company’s Management Board and the members of the Supervisory Board are obliged to ensure that the Report on the operations of the Group including its separate parts comply with the requirements of the Accounting Law.

Registered auditor’s responsibility

Our opinion on the consolidated financial statements does not cover the Other Information.

In connection with our audit of the consolidated financial statements, our responsibility under NSA is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the consolidated financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report. In accordance with the requirements of the Law on the Registered Auditors, we are also obliged to issue an opinion on whether the Report on the operations has been prepared in accordance with the law and is consistent with information included in annual consolidated financial statements and we are required to audit the financial information included in item XI of the Report on the operations in accordance with the scope described in this audit report and the requirements of the Banking Law of 29 August 1997 (“the Banking Law”).

Moreover, we are obliged to issue an opinion on whether the Group provided the required information in its corporate governance statement and to inform whether the Group prepared a statement on non- financial information.

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Statement on the Other information

We declare, based on the knowledge of the Group and its environment obtained during our audit, that we have not identified any material misstatements in the Report on the operations and the remaining Other information.

Opinion on the Report on the operations

Based on the work we carried out during our audit, in our opinion, the Report on the operations:

● has been prepared in accordance with the requirements of Article 49 of the Accounting Act para. 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”) and Article 111(1–2) of the Banking Law;

● is consistent with the information in the consolidated financial statements.

Opinion on the corporate governance statement

In our opinion, in its corporate governance statement, the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance statement are consistent with the applicable provisions of the law and with information included in the consolidated financial statements.

Information on non-financial information

In accordance with the requirements of the Act on the Registered Auditors, we confirm that the Group has prepared a statement on non-financial information referred to in Article 55(2b) of the Accounting Act as a separate section of the Report on the operations.

We have not performed any assurance work relating to the statement on non-financial information and we do not provide any assurance with regard to it.

Report on other legal and regulatory requirements

Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”)

In connection with the audit of the consolidated financial statements we have been engaged by the Parent Company’s Management Board as part of our audit engagement letter to conduct a reasonable assurance engagement to express an opinion whether the consolidated financial statements of the Group as at and for the year ended 31 December 2022 prepared in the single electronic format contained in the file named ESEF_SantanderBankPolska.zip (the “consolidated financial statements in the ESEF format”) was marked up in accordance with the requirements in the article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).

Description of a subject matter and applicable criteria

The consolidated financial statements in the ESEF format were prepared by the Parent Company’s Management Board to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.

The subject matter of our assurance engagement is the compliance of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.

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Responsibility of the Management Board of the Parent Company and the Supervisory Board

The Parent Company’s Management Board is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using taxonomy specified in the ESEF Regulation. The responsibility of the Management Board also includes designing, implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements .

Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial reporting process, which also includes the preparation of the consolidated financial statements in accordance with the format that is compliant with legal requirements.

Our responsibility

Our objective was to express a conclusion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.

We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001pl - audit of financial statements prepared in the single electronic reporting format (“KSUA 3001pl”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ as issued by the National Council of Statutory Auditors (“KSUA 3000(R)”). These standards require that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material respects, in compliance with the specified criteria.

Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement performed in accordance with KSUA 3001pl and KSUA 3000 (R) will always detect the material misstatement (significant non-compliance with the requirements).

The selection of the procedures depends on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format and its marking-up in order to plan appropriate procedures to provide the auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.

Quality control and ethical requirements

We apply the provisions of the regulation of the National Council of Statutory Auditors with regard to internal quality control in the wording of International Standard on Quality Control 1 and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants as adopted by resolution of the National Council of Statutory Auditors, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

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Summary of the work performed

Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the applicable requirements. Our procedures included in particular:

● obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;

● reconciliation, on a selected sample, of the marked-up information contained in the consolidated financial statements in the ESEF format to the audited consolidated financial statements;

● evaluating of compliance with the technical standards regarding the specification of a single electronic reporting format, including the use of XHTML, using a specialised IT tool and with the support of an IT expert assessment;

● evaluating the completeness of marking up the consolidated financial statements in the ESEF format using the iXBRL tags;

● evaluating the appropriateness of the use of XBRL tags selected from the taxonomy defined in the ESEF Regulation and whether the extension markups were used appropriately where no suitable element in taxonomy defined in the ESEF Regulation has been identified;

● evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy from the ESEF regulation.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the requirements of the ESEF Regulation.

Information on compliance with prudential regulations

The Management Board of the Parent Company is responsible for complying with the applicable prudential regulations set out in separate legislation, and in particular, for correct determination of the capital ratios.

The capital ratios as at 31 December 2022 have been presented in Note 5 of the consolidated financial statements and include capital ratio and Tier 1 ratio.

We are obliged to inform in our report on the audit of the consolidated financial statements whether the Group has complied with the applicable prudential regulations set out in separate legislation, and in particular, whether the Group has correctly determined its capital ratios. For the purposes of the said information, the following legal acts are understood as separate legislation: Regulation (EU) no. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended (“CRR”), the Banking Law and the Act of 5 August 2015 on macro-prudential supervision over the financial system and on crisis management in the financial system (“the Act on macro-prudential supervision”).

It is not the purpose of an audit of the consolidated financial statements to present an opinion on compliance with the applicable prudential regulations specified in the separate legislation specified above, and in particular, on the correct determination of the capital ratios, and therefore, we do not express such an opinion.

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Based on the work performed by us, we inform you that we have not identified:

● any cases of non-compliance by the Group with the applicable prudential regulations set out in separate legislation referred to above, in the period from 1 January to 31 December 2022;

● any irregularities in the determination by the Group of the capital ratios as at 31 December 2022 in accordance with the separate legislation referred to above;

which would have a material impact on the consolidated financial statements.

Statement on the provision of non-audit services

To the best of our knowledge and belief, we declare that the non-audit services we have provided to the Parent Company, its parent company and its subsidiaries are in accordance with the applicable laws and regulations in Poland and that we have not provided any non-audit services prohibited under Article 5(1) of the EU regulation and Article 136 of the Law on Registered Auditors.

The non-audit services which we have provided to the Parent Company and its subsidiaries during the audited period are disclosed in the Report on the operations.

Appointment

We were first appointed to audit the annual consolidated financial statements of the Group by resolution of the Supervisory Board dated 22 March 2016 and re-appointed by resolution dated 23 February 2021. We have been auditing the Group’s consolidated financial statements without interruption since the financial year ended 31 December 2016, i.e. for seven consecutive years.

The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144., is Agnieszka Accordi.

Agnieszka Accordi

Key Registered Auditor

No. 11665

Warsaw, 21 February 2023