Warsaw, 15 February 2024
THE SUPERVISORY BOARD’S ASSESSMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF SANTANDER BANK POLSKA GROUP FOR 2023, FINANCIAL STATEMENTS OF SANTANDER BANK POLSKA S.A. FOR 2023 AND THE MANAGEMENT BOARD REPORT ON SANTANDER BANK POLSKA GROUP PERFORMANCE IN 2023 (TOGETHER WITH THE MANAGEMENT BOARD REPORT ON SANTANDER BANK POLSKA S.A. PERFORMANCE IN 2023) AND THE JUSTIFICATION FOR THE ASSESSMENT
pursuant to Article 382 § 3 in relation to Article 395 § 2(1) of the Commercial Companies Code Act of 15 September 2000 and § 70(1)(14) and § 71(1)(12) of the Finance Minister’s Regulation of 29 March 2018 on current and financial reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of a non-member state
1.
Having thoroughly reviewed the Financial Statements of Santander Bank Polska S.A. for 2023 and the Consolidated Financial Statements of Santander Bank Polska Group for 2023, and (i) having read the draft auditor’s opinion of the independent statutory auditor on the standalone and consolidated statements discussed at the Supervisory Board meeting held on 15 February 2024; and (ii) taking into account the Audit and Compliance Committee’s recommendation, the Supervisory Board of Santander Bank Polska S.A. positively assesses the financial statements in terms of their conformity with the books of account, documents and factual circumstances.
Furthermore, the Supervisory Board states that the financial statements have been prepared within the regulatory time frame and in accordance with the International Financial Reporting Standards as adopted by the European Union as at 31 December 2023, and with regard to matters not regulated by the above standards, the financial statements have been prepared in accordance with the Accounting Act of 29 September 1994 and its executive acts as well as the requirements binding for issuers of securities admitted to trading on a regulated market (or for which a request for admission to trading has been filed). The accuracy of the financial statements as to their conformity with the books of account, documents and factual circumstances does not raise any reservations, whilst the draft opinions of the independent statutory auditor with regard to standalone and consolidated financial statements are unqualified based on the information provided at the said meeting.
In accordance with the above-mentioned draft opinions of the independent statutory auditor, both standalone and consolidated financial statements of Santander Bank Polska S.A. give a true and fair view of the assets and financial position of the Bank and the Group as at 31 December 2023, the standalone and consolidated financial results as well as the cash flows for the accounting year of 2023 in line with the applicable International Financial Reporting Standards and the adopted accounting principles (policy). They comply in terms of form and substance with the applicable laws and the Bank’s Statutes.
2
Having thoroughly reviewed the Management Board Report on Santander Bank Polska Group Performance in 2023 (including the Management Board Report on Santander Bank Polska S.A. Performance), the Supervisory Board of Santander Bank Polska S.A. positively assesses the report in terms of its conformity with the books of account, documents and factual circumstances. The report gives an accurate view of the development and achievements as well as assets, financial position and financial performance of the Bank and Santander Bank Polska Group.
Furthermore, the Supervisory Board states that the report has been prepared in accordance with the Accounting Act of 29 September 1994 and the Finance Minister’s Regulation of 29 March 2018 on current and financial reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of a non-member state.
Pursuant to the draft opinions of the independent statutory auditor presented and discussed at the Supervisory Board meeting held on 15 February 2024, the Management Board report is consistent with the information presented in the Bank’s and the Group’s financial statements and does not contain any material misstatements. The Statement on Corporate Governance in 2023 included in the report contains all the required elements, while the Statement on Non-Financial Information is an independent section of the Management Board’s report.
Chairman of the Supervisory Board
Antonio Escámez Torres
(signed with a qualified electronic signature)