Santander Bank Polska S.A.

Remuneration Information • Feb 26, 2025

25.02.2025

Current report no.: 3/2025

Subject: Detailed information on thebuy-back of shares in 2025 in execution of Incentive Plan VII

The Management Board of Santander BankPolska S.A. (Bank) hereby informs that in execution of Incentive PlanVII, the rules for which were defined in Annual General Meeting'sresolution no. 30 of 27 April 2022 with regard to Incentive Plan VII andconditions of its execution, and in Annual General Meeting resolutionno. 46 of 18 April 2024 with regard to authorising the Management Boardto purchase (buy-back) the Bank's shares to execute incentive and tocreate a capital reserve for that purpose (resolution no 46) and in theRules of Incentive Plan VII, on 25 February 2025 the Bank ManagementBoard adopted a resolution re commencement of the Bank's shares buy-backas part of Incentive Plan VII in order to pay out awards for 2024 anddeferred awards vested for 2022 and 2023 to be paid in 2025., anddefinition of the rules for that buy-back (Management Board resolutionand Buy-back 2024).

The purchase of shares as part of Buy-back2024 will be made on the terms and conditions laid down in Article 5 ofCommission Delegated Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (MarketAbuse Regulation) and Commission Delegated Regulation (EU) 2016/1052 of8 March 2016 supplementing Market Abuse Regulation with regard toregulatory technical standards for the conditions applicable to buy-backprogrammes and stabilisation measures (Standard).

The Plan aims at buying back the Bank's ownshares in execution of commitments arising from allotting the Bank'sshares to SBP Group employees who are participants in Incentive PlanVII, i.e. payment of awards for 2024 to these participants as well asdeferred awards for 2022 and 2023.

The maximum amount allocated to Buy-back2024 is PLN 87,042,000.

As part of Buy-back 2024 the Bank canpurchase not more than 326,000 of its shares which represent not morethan 0.32% of the Bank's share capital. The Bank received the KNF'sapproval for the buy-back of 2,331,000 of Own Shares from 1 January 2023until 31 December 2033 in order to execute Incentive Plan VII.

Buy-back 2024 will be carried out in thefollowing periods:

1) 26 February 2025 - 28 March 2025, and

2) 2 May 2025 - 27 June 2025

with a proviso that the Management Board maywithdraw from Buy-back 2024 and in the case of earlier purchase of themaximum number of shares or exhausting the maximum amount allocated forthe Buy-back 2024 (i.e. PLN 87,042,000), Buy-back 2024 will be closedearly.

As part of Buy-back 2024, the Bank's shareswill be purchased on the regulated market of the Warsaw Stock Exchangevia the agency of Santander Brokerage Poland.

The share price of Own Shares purchased aspart of Buy-back 2024 cannot be lower than PLN 50 and higher than PLN1000, provided that the share price of the purchased Own Shares will bespecified as per Article 5 of the MAR and the Standard.

The Bank may purchase not more than 25% ofaverage daily share volume traded in the period of 20 session dayspreceding the purchase day.

The funds for purchasing shares will comefrom the capital reserve created pursuant to Resolution no. 46.

Incentive Plan VII assumes that each year itwill be executed in tranches corresponding to the number of sharesgranted in a given period to employees of the Bank or SBP Group ormembers of the Bank's Management Board.

The Management Board of the Bank willpublish information on share purchase transactions in line with theapplicable law.

Legal basis:

Article 2 (1) of Commission DelegatedRegulation (EU) 2016/1052 of 8 March 2a016 supplementing Regulation (EU)No 596/2014 of the European Parliament and of the Council with regard toregulatory technical standards for the conditions applicable to buy-backprogrammes and stabilisation measures and in relation to Article 5 ofRegulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC.