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Santander Bank Polska S.A.

AGM Information Mar 21, 2024

5801_rns_2024-03-21_02268c05-4aba-451b-a73d-1d99fd36edca.pdf

AGM Information

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The notice of the Annual General Meeting of Santander Bank Polska S.A.

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 18 April 2024 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.

1. AGM's Agenda:

    1. Opening of the General Meeting.
    1. Electing the Chairman of the General Meeting.
    1. Establishing whether the General Meeting has been duly convened and has the capacity to adopt resolutions.
    1. Adopting the agenda for the General Meeting.
    1. Reviewing and approving the Santander Bank Polska S.A. financial statements for 2023.
    1. Reviewing and approving the consolidated financial statements of the Santander Bank Polska S.A. Group for 2023.
    1. Reviewing and approving the Management Board's report on the Santander Bank Polska S.A. Group activities in 2023 (which includes report on Santander Bank Polska S.A. activities in 2023).
    1. Profit distribution, dividend record date, dividend payment date and the decision related to the dividend reserve established on the basis of Annual General Meeting Resolution no. 6 of 22 March 2021.
    1. Giving discharge to the members of Santander Bank Polska S.A. Management Board.
    1. Approval for the Santander Bank Polska S.A. Supervisory Board's report on remunerations of the members of the Management Board and the Supervisory Board of Santander Bank Polska S.A. in 2023.
    1. Approval for the Santander Bank Polska S.A. Supervisory Board's report on its activities in the 2023, report on the examination of: Santander Bank Polska S.A. financial statements for 2023; consolidated financial statements of the Santander Bank Polska S.A. Group for 2023; report on the Santander Bank Polska S.A. Group performance in 2023 including report on Santander Bank Polska S.A. performance in 2023; the Management Board's motion concerning distribution of profit; the Santander Bank Polska Supervisory Board's assessment of the Santander Bank Polska S.A. Group's performance in 2023; adoption of the Supervisory Board assessment of compliance with corporate governance rules (including the Corporate Governance Rules for Supervised Institutions) and manner of fulfilling disclosure requirements regarding their application, justification of the expenses incurred to support culture, sport, charity institutions, media, social organizations, trade union, etc., information on the degree of implementation of the diversity policy and outcome of applicable remuneration

policy assessment; assessment of the Supervisory Board efficiency and internal regulations' adequacy assessment related to the Supervisory Board.

    1. Giving discharge to the members of the Santander Bank Polska S.A. Supervisory Board.
    1. Suitability assessment of the Supervisory Board and the candidates for the Supervisory Board.
    1. Appointing the Supervisory Board Members for the new term of office.
    1. Appointing the Chairman of the Supervisory Board for the new term of office.
    1. Setting Remuneration for Supervisory Board Members.
    1. Amendments to the Bank's Statutes.
    1. Creating a capital reserve for the buy-back (purchase) of own shares earmarked for the execution of the Incentive Plan VII and authorising the Management Board to purchase own shares to execute the Incentive Plan VII.
    1. Information on the purchase of own shares to execute Incentive Plan VII.
    1. Closing the General Meeting.

2. 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 28 March 2023.

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).

  1. SHAREHOLDER'S RIGHT TO SUBMIT DRAFT RESOLUTIONS ON THE MATTERS (TO BE) PUT ON THE AGM AGENDA BEFORE THE AGM DATE

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.

  1. SHAREHOLDER'S RIGHT TO SUBMIT DRAFT RESOLUTIONS ON THE MATTERS PUT ON THE AGM AGENDA DURING THE AGM

During the AGM, each shareholder may submit draft resolutions concerning the matters included in the AGM agenda.

  1. VOTING BY PROXY, INCLUDING TEMPLATES USED IN THE PROCESS AND METHOD OF NOTIFYING THE BANK THROUGH THE MEANS OF ELECTRONIC COMMUNICATION ABOUT APPOINTMENT OF A PROXY

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:

  • − submit the power of proxy document along with copies of any supporting documents that confirm the shareholder's powers of representation (up-to-date excerpt from the Court Register (KRS) for legal persons and partnerships);
  • − show his/her identity document.

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 days before the AGM date. 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.

  1. PARTICIPATION IN THE AGM THROUGH THE MEANS OF ELECTRONIC COMMUNICATION 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 .

  2. 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.

  3. 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.

  1. SHAREHOLDER'S RIGHT TO ASK QUESTIONS CONCERNING ISSUES PUT ON THE AGENDA OF THE GENERAL MEETING

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.

10. DATE OF REGISTRATION FOR AND PARTICIPATION IN THE AGM

In accordance with Article is 4061§1 of the Commercial Companies Code, the date of registration for the AGM is 2 April 2024 ("Registration Date"), which is 16 days before the AGM date.

11. RIGHT OF PARTICIPATION IN THE AGM

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 21 March 2024 and not later than on the first working day after the Registration Date, i.e. not later than on 3 April 2024, 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.

12. LIST OF SHAREHOLDERS

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 15.04.2024, 16.04.2024 and 17.04.2024.

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.

13. ACCESS TO DOCUMENTATION

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.

14. WEBSITE WITH INFORMATION ON THE AGM

All details relating to the AGM will be available at the Bank's website athttp://www.santander.pl/wza

15. ELECTRONIC COMMUNICATION BETWEEN THE SHAREHOLDERS AND THE BANK

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.

Existing wording of the Statutes of Santander Bank Polska S.A. and the new proposed wording

Editing unit Current wording Proposed wording
§ 7 clause
1 item 10
10) performing term financial transactions, (repealed)
§ 7 clause
2 item 1
1) taking up or acquiring shares and rights to
shares of another corporate entity and
contributions to limited partnerships or
limited joint stock partnerships, or units
investment
funds
and
making
contributions to limited liability companies
within the limits specified by the Banking
Law Act,
(repealed)
§ 7 clause
2 item 2
2) raising liabilities related to the issue of
securities,
(repealed)
§ 7 clause
2 item 3
3)
dokonywaniu
obrotu
papierami
wartościowymi na rachunek własny lub na
zlecenie osób trzecich,
(repealed)
§ 7 clause
2 item 7
letter a
a) performing the function of an investment
firm's agent,
a)
performing
activities
consisting
in
acquisition of brokerage customers or
prospective
brokerage
customers
or
activities
within
the
scope
by
the
investment
firm
and
equivalent
to
investment
advisory
with
regard
to
structured deposits, acquisition of holders
or potential holders of structured deposits,
activities related to making brokerage
agreements,
agreements
for
activities
equivalent
to
investment
advisory
performed by the investment company in
respect of structured deposits, agency
agreements for making structured deposit
agreement/s or facilitating performance of
such agreements, including in the capacity
of the investment firm's agent,

§ 7 clause
2 item 7
letter g
g)
providing
leasing,
factoring,
forfaiting
services as well as stand-by and firm
commitment underwriting,
g) providing leasing, factoring and forfaiting
services,
§ 7 clause
2 item 7
letter i
i) performing activities, as requested by the
Minister of Treasury and set forth in the
Act
of
30
August
1996
on
commercialization
and
privatization
of
state owned enterprises,
i) performing activities, as requested by the
Minister of Treasury and set forth in the
Act
of
30
August
1996
on
commercialization and certain employee
rights,
§ 7 clause
2 item 7a
letter a
a) accepting and executing orders to purchase
or sell the following non-publicly traded
instruments: participations in undertakings
for
collective
investments
and
non
treasury debt instruments issued under
the Bonds Act or the Civil Code, including
municipal bonds, corporate bonds and
short-term debt instruments;
a) reception and transmission of orders to
buy or sell financial instruments;
§ 7 clause
2 item 7a
letter e
e) offering securities issued by the State
Treasury and the
National Bank
of
Poland, including non-publicly traded
instruments:
participations
in
undertakings for collective investments
other than securities, money market
instruments,
derivatives,
including
options, forwards, swaps, contracts for
difference
and
securities
including
municipal bonds, corporate bonds and
short-term debt instruments;
e) offering financial instruments;
§ 7 clause
2 item 7a
letter f
f)
providing
services
under
the
existing
agreements
on
underwriting
for
investment purposes or underwriting for
distribution purposes as well as under
other
similar
agreements
relating
to
securities as defined by the Act on Trading
in Financial Instruments, excluding the
f) providing services under underwriting
agreements
or
any
other
similar
agreements
regarding
financial
instruments;

securities not covered by the Act on Public
Offer and the Conditions for Admitting
Financial
Instruments
to
the
Stock
Exchange
and
on
Publicly
Traded
Companies;
7b) performing brokerage activities, i.e.;
a)
reception and transmission of orders
to buy or sell financial instruments;
b)
execution of orders referred to in
item a) to the account of the
ordering party;
c)
acquiring and disposing of financial
instruments on own account;
d)
providing investment advisory;
e)
offering financial instruments;
f)
providing
services
under
underwriting agreements or any
other similar agreements regarding
financial instruments;
g)
safekeeping or registering financial
§ 7 clause 7b) performing brokerage activities; instruments,
including
keeping
2 item 7b securities
accounts,
derivative
accounts,
omnibus
accounts
or
monetary accounts, and keeping a
record of financial instruments;
h)
corporate
advisory
services
with
regard to the capital structure,
business
strategy
or
other
aspects
related to such structure or
strategy;
i)
advisory and other services related
to
mergers,
demergers
and
acquisitions;
j)
providing foreign-exchange services
when connected with investment
services as stipulated in items a-f.

k)
preparing
investment
analyses,
financial
analyses
and
other
general
recommendations
concerning transactions in financial
instruments;
l)
providing
additional
services
concerning
underwriting
agreements;
m)
maintenance
of
shareholder
registers;
n)
provision of agent, payment agent
and documentary agent services;
§ 7 clause
2 item 8
8) providing sales-related services for open
pension funds,
(repealed)
§ 7 clause
2 item 9
9) performing the function of a custodian as
specified in regulations on organization
and functioning of pension funds,
(repealed)
§ 7 clause
2 item 10
10) performing the function of a custodian as
specified in regulations on organization
and functioning of investment funds,
(repealed)
§ 7 clause
2 item 13
13) providing services related to maintenance
of investment fund participant registers,
including especially: management of
participant instructions and registers,
management
of
direct
payments,
management of distributor register and
agency
in
settlements
with
them,
dealing
with
complaints
and
correspondence with customers of the
funds,
providing
data
from
the
transaction register to duly authorised
bodies,
data
archiving,
providing
software
to
distributors
and
its
maintenance, administrative service of
13)
providing
services
related
to
maintenance of investment fund or
foreign
fund
participant
registers,
including in particular: administration
of participants and management of
participant instructions as requested by
the fund or fund manager; data storage
and archiving at the request of the fund
or fund manager.

bank accounts owned by funds,
§ 7 clause
2 item 16
16) keeping share registers for companies
pursuant to agreements signed with
such companies,
(repealed)
§ 7 clause
2 item 18
(none) 18) providing distribution services within the
meaning of the Act of 27 May 2004 on
investment funds and management of
alternative investment funds.

Appendix to the notice of the Annual General Meeting of

Santander Bank Polska S.A.

Regulations on detailed rules for participation in the Annual General Meeting of Santander Bank Polska S.A. by means of electronic communication

I. Participation in the AGM using the electronic means of communication

    1. These Regulations specify the rules and manner of participation in the Annual General Meeting of Santander Bank Polska S.A. ("Company") on 18 April 2024 ("AGM") using electronic means of communication.
    1. The internet-based Remote Voting® system ("RVS") is used to take part in the AGM using electronic means of communication.
    1. The RVS enables:
    2. a) a unilateral audio and video transmission that makes it possible to listen to and watch the AGM in real time;
    3. b) exercising one's voting right during the AGM in person or via a proxy; and
    4. c) a bilateral communication with the AGM conference room via a text chat.

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.

  1. The shareholders who participate in the AGM using electronic means of communication bear the sole risk associated with the use of this form of participation in the AGM, in particular the risk of inability to communicate or exercise one's voting right during the AGM and the risk of incorrect or unauthorised use of RVS access data.

II. Technical requirements of the RVS

    1. In order to participate in the AGM using electronic means of communication, the shareholder or their proxy needs to ensure on their own that the following technical requirements are met:
    2. a computer able to play sound, and loudspeakers or headphones;
    3. recommended operating system: MS Windows 8 or higher, MacOS (any version) or another system with HTML5 video support;
    4. an internet browser with JavaScript enabled; recommended browsers: MS Internet Explorer, Chrome or Mozilla Firefox (versions with HTML5 support);
    5. an internet connection of min. 1024 Kbit/s;

  • a computer monitor with the screen resolution of min. 1024 x 768 pixels.
    1. It is suggested that during the participation in the AGM by means of electronic communication, the shareholder or their proxy should not use other applications that would significantly slow down the device and the connection used to take part in the AGM.
    1. Failure to meet the requirements specified in II(1)–(2) above may hinder or prevent the participation in the AGM via electronic means of communication. The Company will not be liable if the shareholder or their proxy is not able to participate in the AGM using electronic means of communications for reasons attributable to that shareholder or proxy.
    1. Delays typical of internet video streaming may occur during the online transmission.

III. Registration requirements: a login and password to the RVS

    1. To receive a login and password to the RVS, the shareholder or their proxy should perform the activities described in III(5) and in Section IV below.
    1. The Company cannot be notified of remote participation in the AGM as described in III(5) below earlier than on 21 March 2024. The registration described in Section IV below can only be made after receiving the confirmation referred to in III(7) below from the Company.
    1. Any messages to the Company related to the participation in the AGM by electronic means of communication should be sent to [email protected]. This email address should also be used to report any potential issues with the access to or performance of the RVS.
    1. The maximum size of a single email sent to [email protected] is 5 MB. If the size of an email exceeds that limit, the email should be divided into several parts of max. 5 MB each. An email which exceeds the above limit may not be delivered to the Company.
    1. The shareholder should notify the Company (personally or by proxy) not earlier than on 21 March 2024 and no later than at 12:00 CET on 13 April 2024 of their intention to participate in the AGM by electronic means of communication. The notification should be made using a relevant form attached below and in the following manner:
    2. 1) for a shareholder: using RVS Activation Form no. 1, which should be signed by the shareholder and sent to the Company's email address [email protected] in the PDF format.

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

  • b) for a shareholder that is not a natural person: a copy of an extract from the relevant register or another document confirming the authorisation of one or more natural persons to represent the shareholder at the AGM (e.g. an uninterrupted chain of powers of attorney) and the documents specified in III(5)(1)(a) above for the natural persons authorised to represent that shareholder at the AGM;
  • 2) for a proxy: using RVS Activation Form no. 2, which should be signed by the proxy and sent to the Company's email address [email protected] in the PDF format.

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:

  • a) a signed power of proxy;
  • b) if the proxy is a natural person: the documents listed in III(5)(1)(a) above referring to the proxy; or
  • c) if the proxy is not a natural person: the documents listed in III(5)(1)(b) above referring to the proxy.
    1. The Company reserves the right to verify the identity of persons registering in the RVS, in particular by verifying the forms sent or by a phone contact with the shareholder or their proxy. Actions taken by the Company to identify the shareholder or their proxy will be proportionate to this goal.
    1. After verifying the forms sent in line with III(5) above, the Company will send back a form confirming that the registration procedure described below can be started. The confirmation will be sent by email as soon as possible but not before a list of persons authorised to participate in the AGM is obtained from Krajowy Depozyt Papierów Wartościowych S.A.

IV. Procedure for registering a shareholder or proxy in the RVS

    1. Logging in to the RVS takes place at https://netevent.pl/rv. Logging in to the RVS is possible until the end of the AGM after completing the registration in line with section III and this Section IV.
    1. Accessing the RVS is only possible after completing the registration process that starts once the Company has issued the confirmation referred to in III(7).
    1. The shareholder or their proxy is required to carry out the registration activities described in this Section IV after obtaining the confirmation referred to in III(7) but before 12:00 CET on 15 April 2024.
    1. The registration is started by going tohttps://netevent.pl/santander/rejestracja and selecting the following option: "Uzyskaj dostęp do głosowania zdalnego na ZWZ" ("Get access to remote voting at the AGM"). After completing the above step, the person who wants to obtain access to the system should proceed as follows:

1) Fill in an electronic form* with the following fields:

* (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: legal person

  • - Name
  • - Address
  • - Phone number
  • - Email address

Shareholder details: natural person

  • - Name and surname
  • - Address
  • - Phone number
  • - Email address

Details of the certificate of right to participate in the GM:

  • - Certificate number
  • - Number of shares
  • 2) Confirm the form by clicking ZATWIERDŹ ("CONFIRM"), verify if the form has been filled in correctly, and confirm it again by clicking WYŚLIJ ("SEND"). Once the form has been successfully sent, the internet browser will display a summary report on completing this stage of the registration process:

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.

  • 5) Once the password has been created and confirmed by clicking "Zatwierdź hasło" ("Confirm password"), a screen saying: Initial registration in the RVS has been completed will be displayed.
  • 6) The new account will become active once it is verified by the Company. The Company will verify the account as soon as possible but not before a list of persons authorised to participate in the AGM is obtained from Krajowy Depozyt Papierów Wartościowych S.A. The verification will be confirmed with an email sent to the shareholder/ proxy.

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

V. Limitations of the use of the RVS login and password

    1. The login and password can only be used to register for one General Meeting.
    1. The shareholder and (if applicable) the shareholder's proxy are required to protect their access data (login and password), to keep them properly secured and not to provide them to third parties. The shareholder or their proxy bears the sole risk related to violating these obligations, in particular to the incorrect or unauthorised use of the login and password.

VI. Rules of adopting resolutions and exercising voting rights

    1. Before signing the attendance list, the AGM chairperson indicates the participation of authorised persons taking part in the AGM by electronic means of communication on that list, adding the words "Udział zdalny" ("Remote participation"). The indication is made on the basis of information received from persons responsible for operating the IT platform that enables the participation in the AGM by means of electronic communication.
    1. The communication with the General Meeting and the Company should be conducted in Polish or English.
    1. The Company's shareholder or their proxy that participates in the AGM by means of electronic communication is bound by the same regulations on the order of the AGM as the persons who are physically present in the AGM conference room, subject to the provisions of these Regulations.

    1. If there is a reasonable suspicion that any person having access to the RVS (i) makes the RVS available to any other person or (ii) facilitates access to its content to any other person or (iii) uses the RVS in a manner contrary to accepted principles of morality or social co-existence, then the Company's Management Board, the person opening the AGM or the AGM chairperson (as applicable) has the right to promptly block the access of that person to the RVS.
    1. If the Company experiences any technical issues that prevent holding the AGM by means of electronic communication, the AGM chairperson has the right to declare a break in the meeting until the issue is resolved. If the issue cannot be resolved until the end of the day, the AGM chairperson should call a vote on a resolution to adjourn the AGM until it can continue.

VI. RVS Activation Forms

RVS Activation Form no. 1

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 18 April 2024 ("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:

RVS Activation Form no. 2

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 19 April 2023 ("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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