Santander Bank Polska S.A.

Legal Proceedings Report • Mar 13, 2025

13-03-2025

Current report no. 12/2025

Re: Individual recommendation of the Polish Financial SupervisionAuthority (KNF) with regard to meeting the criteria for paying dividendfrom the net profit earned in 2024.

The Management Board of Santander Bank Polska S.A. (Bank) hereby reportsthat on 13 March 2025 it received an individual recommendation from theKNF with regard to the commercial banks dividend policy (dividendpolicy) for 2025, the supervisory review and evaluation of the Bank andthe Bank's reporting data.

The KNF stated that based on data as at 31 December 2024 the Bank metall the key dividend policy criteria to be able to pay dividend up to50% of its net profit earned in the period from 1 January 2024 to 31December 2024.

Additionally, after factoring in the quality of the Bank's loanportfolio measured as the share of NPLs in the total portfolio ofreceivables from the non-financial sector, including debt instruments,the potential dividend payout ratio was increased to 75% in view of theBank's sound credit quality.

In order to ensure the stability of the Bank's operations in futureperiods, as well as its further development, KNF recommended that theBank should limit the risk present in its operations by:

1. not distributing more than 75% of the profit earned in the periodfrom 1 January 2024 to 31 December 2024 with a proviso that the maximumpayout should not be higher than the annual profit reduced by profitearned in 2024 already allocated to own funds;

2. consulting upfront with the supervisory authority any other measureswhich could reduce its own funds (in particular if they go beyond thescope of the ordinary business and operational activity), including thedistribution of the profit retained in previous years or the buy-backsor redemptions of the Bank's own shares.

Legal basis:

Article 17 of the MAR.