AGM Information • Mar 19, 2025
AGM Information
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The Management Board of Santander Bank Polska S.A. with its registered office address at al. Jana Pawła II 17, 00-854 Warszawa, entered in the Business Register of the National Court Register maintained by the District Court for Capital City of Warsaw, XIII Commercial Division of National Court Register, under KRS no. 0000008723 on 27 April 2001 (the "Bank"), acting pursuant to Article 399 § 1 in connection with 4021 and Article 4022 of the Commercial Companies Code, hereby announces that the Annual General Meeting of Santander Bank Polska S.A. ("AGM") will take place on 15 April 2025 at 9:30 a.m. in Warsaw in the Atrium I Building at Jana Pawła II 17 Avenue, in the conference room on the ground floor.
In line with art. 4065 § 1 of the Commercial Companies Code, the Bank enables Shareholders to participate in the AGM by means of electronic communication, on the principles described in points 6 and 7 below.

and adoption of:
SHAREHOLDER'S RIGHT TO DEMAND THAT CERTAIN MATTERS BE PUT ON THE AGM AGENDA
Shareholder(s) representing at least a 20th of the share capital may demand that certain matters be put on the agenda of the AGM. The demand should be communicated to the Bank's Management Board at least 21 days before the AGM, but not later than on 25 March 2025.
The demand must be supported by a rationale or a draft resolution regarding the proposed agenda item. The demand may be submitted in writing at the Bank's headquarters at al. Jana Pawła II 17, 00-854 Warszawa or electronically, as described in point 15 hereof.
The shareholder(s) must demonstrate they own an adequate number of shares at the demand submission date by appending their certificate of deposit issued by the entity maintaining their securities account, in accordance with the law on trading in financial instruments; where the shareholder is a legal person or a partnership, they should also confirm their power of representation by attaching an up-to-date excerpt from the Court Register (KRS).

Before the AGM date, the shareholder(s) representing at least a 20th of the share capital may submit draft resolutions on the matters put or to be put on the AGM agenda. Such resolutions should be provided in writing to the Bank's registered office (al. Jana Pawła II 17, 00-854) or electronically, as described in point 15 hereof. The shareholder(s) must attach the documents referred to in point 2 above in the required format.
During the AGM, each shareholder may submit draft resolutions concerning the matters included in the AGM agenda.
Shareholders may participate in the AGM and vote personally or through proxies.
The proxy template, containing the details required by art. 4023 § 3 of the Commercial Companies Code, is available at the Bank's website http://www.santander.pl/wza.
The power of proxy must be provided on paper or electronically. An electronic power of proxy does not need carry a Qualified Electronic Signature.
5.1. Paper-based power of proxy.
Where the power of proxy has been given in hard copy, is required to:
If any of these documents is not in Polish, certified translation must be provided.
5.2 Notifying the Bank through the means of electronic communication about appointment of a proxy.
Shareholders shall notify the Bank about appointment of a proxy by sending the power of proxy document signed by the shareholder authorised to represent the company, and other documents that confirm the shareholder's powers of representation (up-to-date excerpt from the Court Register for legal persons and partnerships) to the dedicated e-mail address [email protected]. The power of proxy and other documents must be scanned to the PDF format.
In the notification on appointment of a proxy, the shareholder must specify his/her and the proxy's phone number and e-mail address that the Bank will use to communicate with the shareholder and the proxy.

The same rules apply the notifications on revocation of the power of proxy.
The electronic notification on appointment / revocation of a proxy must be submitted not later than two business days before the AGM date, i.e. not later than 11 April 2025. The shareholder or his/her proxy may confirm the Bank's receipt of the notification by calling to: (0048) 697 103 729 or (0048) 695 453 166.
5.3.Verification of validity of the electronic power of proxy document and identification of the shareholder and the proxy.
The Bank will take appropriate steps to confirm validity of the power of proxy issued electronically and to check identity of the Bank's shareholder and his/her proxy. In particular, the Bank will check completeness of the power of proxy documentation, and particularly with regard to the multiple powers of proxy, will check completeness of the documents that confirm that shareholder's power of representation, and confirm that the rights of the principals issuing the power of proxy on behalf of a particular entity match the entries made in the relevant register.
The Bank reserves the right to make a phone contact, using the phone number indicated by the shareholder in accordance with Article 5.2. or to return e-mail to confirm that the shareholder granted the power of proxy in an electronic form. The Bank has the right to contact both the shareholder and the proxy.
If there are any doubts, the Bank may take further steps to verify validity of the electronic power of proxy and to confirm identity of the shareholder and the proxy.
A notice on granting or revoking an electronic power of proxy that does not follow the requirements specified in point 5.2 is not binding on the Bank.
5.4. Power of proxy given to a Management Board member or an employee of the Bank. A Bank's Management Board member or an employee may act as proxies in the AGM.
Where the proxy is: member of the Bank's Management Board, Supervisory Board, Bank's employee or a director / employee of a subsidiary of the Bank, the power of proxy may be used only for a single AGM. The proxy is required to reveal to the Bank's shareholder any circumstances that give / might give rise to a conflict of interest. No power of substitution might be granted under the power of proxy. The proxy votes in accordance with the instructions received from the Bank's shareholder.
5.5. Power of proxy granted to a Bank's shareholder.
A shareholder of the Bank may act as a proxy of another shareholder to vote on resolutions relating to the latter's obligations towards the Bank (on any grounds), including discharge for performance of the obligations, release from obligations towards the Bank or disputes between the shareholder and the Bank, subject to the conditions referred to in point 5.4 above.

Shareholders may participate in the AGM through the means of electronic communication. Participation in the AGM through the means of electronic communication is described in an appendix hereto.
The proceedings of the meeting are recorded and made public at the Bank's web site: http://www.santander.pl/wza .
PROVIDING OPINIONS DURING THE AGM THROUGH THE MEANS OF ELECTRONIC COMMUNICATION The manner of providing opinions during the AGM through the means of electronic communication is described in an appendix hereto.
EXERCISING VOTING RIGHTS IN WRITING OR THROUGH THE MEANS OF ELECTRONIC COMMUNICATION Voting rights may not be exercised in writing.
The manner of exercising voting rights through the means of electronic communication is described in an appendix hereto.
During the AGM, the shareholder has the right to ask questions about the issues put on the agenda of the General Meeting. Pursuant to Article 428 § 1 of the Commercial Companies Code, the Management Board is obliged to provide a shareholder, upon request, with information concerning the Bank, if this is justified for the purpose of evaluating the matter included in the agenda.
In accordance with Article is 4061§1 of the Commercial Companies Code, the date of registration for the AGM is 30 March 2025 ("Registration Date"), which is 16 days before the AGM date.
Only the persons who are the Bank's shareholders at the Registration Date have the right to participate in the AGM.
At the request of a shareholder carrying dematerialised bearer shares received not earlier than after the notice of the AGM, i.e. not earlier than on 19 March 2025 and not later than on the first working day after the Registration Date, i.e. not later than on 31 March 2025, the entity maintaining the shareholder's securities account issues a certificate confirming the right of the named shareholder to participate in the AGM.
The list of holders of bearer shares who are eligible to participate in the AGM will be made based on the specification prepared by the National Depository of Securities (KDPW) in accordance with the law on trading in financial instruments.

KDPW will prepare the specification using the lists received not later than 12 days before the AGM date from the eligible entities under the law on trading in financial instruments. The basis for preparation of the lists for the KDPW are the shareholders' certificates confirming their right to participate in the AGM.
In accordance with Article 407 of the Commercial Companies Code, the list of shareholders eligible for participation in the AGM will be displayed in the Bank's registered office in Warsaw, al. Jana Pawła II 17 from 9 a.m. to 4 p.m. for three working days before the AGM date, i.e. on 10.04.2025, 11.04.2025 and 14.04.2025.
At the request of a Bank's shareholder, the Bank will provide him/her with the list of shareholders eligible for participation in the AGM. The list will be sent electronically and free of charge to the indicated e-mail address. The request should be sent to the Bank's address indicated in point 15 of this notice.
Full text of the documentation to be presented at the AGM, together with draft resolutions, will be published at the Bank's website – http://www.santander.pl/wza.
At the same time, Management Board of the Bank informs that the paper version of documentation for shareholders will not be provided.
All details relating to the AGM will be available at the Bank's website athttp://www.santander.pl/wza
Subject to the limitations provided for in the Commercial Companies Code, the Bank's shareholders may contact the Bank through the means of electronic communications, specifically, to make requests, ask questions, send notifications or documents.
For these purposes, shareholders will contact the Bank through the dedicated e-mail: [email protected].
To identify a shareholder of a proxy, the Bank will take appropriate steps as outlined in point 5.3. hereof.
Where the shareholder provides the Bank with electronic documents which were originally prepared in a foreign language, a certified translation into Polish must be provided.
All the electronic documents that the shareholder provides to the Bank, and vice versa, should be scanned to the PDF format.

The maximum permitted size of a single message sent to the dedicated e-mail address [email protected] is 5MB. If the message has a bigger size, it should be split into parts smaller than 5MB each. Any messages exceeding the permitted size will not be delivered.

| Editing unit | Current wording | Proposed wording |
|---|---|---|
| § 7 clause 2 item 4 |
4) performing swaps of debts into components of the debtor's assets, |
4) performing swaps of debts into components of the debtor's assets on the terms and conditions agreed with the debtor, |
| § 7 clause 2 item 5 |
5) acquiring and disposing of real estates and debts secured with mortgage, |
5) acquiring and disposing of real estates, |
| § 7 clause 2 item 6a |
6a) provision of trust services and issuance of electronic identification means as defined by regulations on trust services, |
6a) provision of electronic identification means as defined by regulations on trust services, |
| § 7 clause 2 item 6b |
(none) | 6b) enabling the electronic submission, via the ICT system, of applications referred to in statutory provisions, in particular in the Act on state aid in raising children and the Act on support for the family and the foster care system, as well as the transfer, at the customer request, of the data necessary for authentication to the Social Insurance Institution (Zakład Ubezpieczeń Społecznych) so that an account can be opened in the system made available by the Social Insurance Institution, |
| § 7 clause 2 item 12 |
12) providing companies connected with the Bank or with the parent company with supporting financial services related to the use of IT systems and technologies, including data processing, development, operation and maintenance of software and IT infrastructure and advisory services in that respect, |
(repealed) |
| § 7 clause 2 item 15 |
15) maintenance of books for investment and pension funds, |
(repealed) |
| § 7 clause 5 |
5. The Bank provides services in the area of cash transport. |
(repealed) |

| § 17 | § 17 The Bank can issue convertible bonds. |
§ 17 The Bank may issue convertible bonds and contingent convertible bonds. |
|---|---|---|
| § 32 item 10 |
10) appoint an entity authorized to audit the financial statements to perform audit services for the Bank; |
10) appointing an entity authorised to audit the Bank's financial statements and to conduct financial audits in the Bank as well as appointing an entity authorised to perform attestation of sustainability reporting, |
| § 54 | Bank performs activities related to: 1) submitting electronically, through the Bank's IT systems, applications for determining a person's right to childcare benefits and ones related to providing the social insurance company (Zakład Ubezpieczeń Społecznych, ZUS), at the request of the Bank's customer, with authorization information required for opening an account in the system made available by the social insurance company, 2) the use of the electronic identification means employed for authorisation purposes in the Bank's ICT system to confirm the ePUAP trusted profile and to perform ePUAP authorisations. |
(repealed) |

Detailed guidelines on how to use the RVS, including examples of the system's dialogue boxes, are available on the Company's website: www.santander.pl/wza.

To enable the shareholder's identification, the following documents should be sent in the PDF format together with RVS Activation Form no. 1:
a) for a shareholder who is a natural person: a copy of the identity card, passport or any other official document confirming the shareholder's identity, showing only the data required for identification (the name and surname, the series and number of the identity card, passport or another official identity document, the PESEL number (if present), and the document issuance and expiry dates); for security reasons, the shareholder is additionally recommended to strike through the copy of document pages with a diagonal line and add the words: "Only for the purpose of participating in

the AGM of Santander Bank Polska S.A.," making sure that the data required for identification remain legible; or
To enable the shareholder's identification, the documents referred to in III(5)(1)(a) or (b) above should be sent in the PDF format together with RVS Activation Form no. 2.
To enable the identification of the proxy, the following documents should be sent in the PDF format together with the form:

* (the form is available in two versions: for a legal person or for a natural person, available after the mandatory selection of one of the options):
Shareholder details: natural person
Details of the certificate of right to participate in the GM:
The operation has been successfully performed. A message describing the next steps of the process was sent to the email address provided in the form. Please follow the instructions from the message.
3) Next, a confirmation with an encrypted link and instructions on further steps is sent to the email address provided in the form.
Please click this link to complete the registration process. Once you click the link, your default internet browser will display a form enabling you to create your password. You will also be able to view your login (your user name in the system) and the number of shares you entered before. Registration link: http://rejestracja.netevent.pl/..........................
4) Click the provided link to create a password for the automatically generated login (user name) identifying the shareholder/ proxy.
| User name (login): ……… | |
|---|---|
| Declared number of shares: …………… | |
| New password: |

Confirm new password: ................................................
The password must be at least 8 characters long and include one capital letter and one digit. Only A–Z letters and 0–9 digits are allowed.
Please be advised that the account of the following user: NAME OF THE SHAREHOLDER, NAME AND SURNAME OF THE PROXY with the following login: ........ and the following number of shares: ........... has been activated. The user identifier and password can now be used to exercise the voting right at the General Meeting of Santander Bank Polska S.A. on ................. at ..................... .
Please use the following link to go to the Remote Voting® system website and guidelines on how to vote and communicate during the General Meeting: http://netevent.pl/rv/info\_santander


I (we), the undersigned, a shareholder/ proxy of a shareholder/ of Santander Bank Polska S.A. ("Company") with its registered office in Warsaw, hereby represent that: (name and surname/ business name of the shareholder) ………………………………….. ("Shareholder") has registered their participation in the Annual General Meeting of the Company to be held on 15 April 2025 ("AGM") with (number) …………………….…… …………………………………….. shares of the Company.
I hereby declare that the Shareholder intends to participate in the AGM using the electronic means of communication. I accept the terms and conditions of participating in the AGM by means of electronic communication defined by the Company, including the provisions of the Regulations.
Number of certificate of right to participate in the AGM and name of the issuing authority: ..............................................................
| Email address: ………………………………. |
|---|
Contact phone number: ……………….
Data of the shareholder/ persons authorised to represent the shareholder
| Name and surname: | Name and surname: |
|---|---|
| Company: | Company: |
| ………………………………………………………………………… | Address: |
| Address: | |
Signature of the shareholder/ persons authorised to represent the shareholder
| __________ |
|---|
| (signature) |
| Place: |
| Date: |

I (we), the undersigned, a proxy of a shareholder/ a person representing a proxy of a shareholder/ of Santander Bank Polska S.A. ("Company") with its registered office in Warsaw, hereby represent that: (name and surname/ business name of the shareholder) ………………………………….. ("Shareholder") has registered their participation in the Annual General Meeting of the Company to be held on 15 April 2025 ("AGM") with (number) …………………….…… …………………………………….. shares of the Company.
I hereby declare that the Shareholder's proxy intends to participate in the AGM using the electronic means of communication. I accept the terms and conditions of participating in the AGM by means of electronic communication defined by the Company, including the provisions of the Regulations.
Number of certificate of right to participate in the AGM and name of the issuing authority:
..............................................................
Email address: ……………………………….
Contact phone number: ……………….
Data of the shareholder's proxy/ persons authorised to represent the shareholder's proxy
| Name and surname: | Name and surname: |
|---|---|
| Company: | Company: |
| Address: | Address: |
Signature of the shareholder's proxy/ persons authorised to represent the shareholder's proxy
| __________ | __________ |
|---|---|
| (signature) | (signature) |
| Place: | Place: |
| Date: | Date: |

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