ASSESSMENT OF THE INDIVIDUAL SUITABILITY OF A CANDIDATE FOR THE SUPERVISORY BOARD POSITION AND ASSESSMENT OF THE COLLECTIVE SUITABILITY OF THE SUPERVISORY BOARD OF SANTANDER BANK POLSKA S.A.

RECOMMENDATION OF THE NOMINATIONS COMMITTEE OF THE SUPERVISORY BOARD FOR THE GENERAL MEETING OF SANTANDER BANK POLSKA S.A.

On 10 July 2023, the shareholder of Santander Bank Polska S.A., i.e. Banco Santander S.A., submitted proposed resolutions to be adopted by the Extraordinary General Meeting convened for 20 July 2023 with regard to appointment of Adam Celiński as a member of the Bank's Supervisory Board. Therefore, the Nominations Committee of the Bank's Supervisory Board (Committee) assessed the individual suitability of Adam Celiński as a prospective member of the Supervisory Board as well as assessed collective suitability of the Bank's Supervisory Board.

I. Recommendation for the General Meeting

The Nominations Committee of the Supervisory Board of Santander Bank Polska S.A. unanimously recommends that the General Meeting adopts (by way of a relevant resolution) the results of the individual suitability assessment of Adam Celiński as a prospective Supervisory Board member, the assessment of the collective suitability of the Supervisory Board of Santander Bank Polska S.A. and recommends to the General Meeting the appointment of Adam Celiński to the Supervisory Board.

II. Legal basis

On 12 July 2023, the Committee carried out the initial assessment of the individual suitability of the Candidate as well as reassessed collective suitability of the Supervisory Board of Santander Bank Polska S.A. taking into account John Power's decision to resign from the Supervisory Board member's function with effect as of 1 August 2023 as well as the planned appointment of the Candidate to the Supervisory Board and Risk Committee of the Supervisory Board.

The assessment was made in line and in relation to the following regulations:

1) Banking Law Act of 29 August 1997 (Banking Law);
2) Joint Guidelines of the European Securities and Markets Authority [ESMA] and of the European Banking Authority [EBA] on the assessment of the suitability of members of the management body

and key function holders (EBA/GL/2021/06) (Guidelines);

3) Policy on the suitability assessment of Supervisory Board members in Santander Bank Polska S.A. (Policy);
4) Act of 11 May 2017 on statutory auditors, audit firms and public oversight (Auditor's Act).

When assessing the suitability, the Committee also took into account the rules arising from the "Methodology for assessing the suitability of members of governing bodies of entities supervised by the Polish Financial Supervision Authority" published by the KNF (Methodology). Referring to the requirements related to individual suitability of the Audit and Compliance Committee members and the Committee as a whole, the Nominations Committee stated that the assessment made on 3 March 2023, and approved by the Annual General Meeting on 19 April, remained valid as the composition of that Committee remained unchanged.

III. Results of the assessment

3.1 Results of the Candidate's individual suitability assessment

On 12 July 2023, the Committee carried out the initial assessment of Adam Celiński's individual suitability as a prospective member of the Supervisory Board based on criteria indicated in Individual Competence Profile with regard to:

a) knowledge, skills and experience;
b) good repute, honesty and integrity;
c) independence;
d) independence of mind;
e) ability to commit sufficient time to perform the duties.

The Committee also took into account the detailed criteria provided in the Methodology as well as the resultant approach to assessing compliance with them. Taking into account the above criteria and the weights assigned to them, the Committee stated that the Candidate:

meets the suitability criteria set out in Article 22(aa) of the Banking Law, i.e. with regard to knowledge, skills and experience required to perform his duties and responsibilities on the Bank's Supervisory Board as well as gives assurance of proper exercise of these duties;
meets the criteria with regard to good repute, honesty, and integrity; and in the Committee's opinion there are no objective or demonstrable grounds that might raise concerns about good repute of the Candidate;
meets the independence of mind criteria;
has the ability to commit sufficient time to perform his duties and responsibilities also in the periods of particularly increased activity of the Bank; in particular, meets the requirements set out in Article 22(aa)(3) of the Banking Law.

The Committee did not identify any shortcomings in terms of the knowledge, skills or experience of the Candidate and thus deemed that there was no need to design any Individual Development Plan referred to in §10 of the Policy.

The Committee found the Candidate does not engage in any activity competitive with that of the Bank, does not appear in the Insolvent Debtors Register kept under the relevant law of 20 August 1997, and meets the requirements of the Banking Law Act of 29 August 1997.

The Committee did not identify any need to formulate any recommendations as a result of the individual assessment of the Candidate.

The Committee deemed that thanks to his experience and tenure in the senior executive management and leadership roles in PwC both in Poland and in different countries of Eurasia the Candidate is uniquely qualified and well-suited to serve as a member of Santander Bank Polska's Supervisory Board. He has the required knowledge and experience to perform his new role well – has a documented knowledge of processes, tools and techniques for assessment of financial statements. He has been FCCA's member since 1996, a holder of the UK Audit Practicing Certificate (since 1999 until his retirement from the public practice in 2021) and a Polish registered auditor, member of PIBR (Polska Izba Biegłych Rewidentów, self-government uniting all Statutory Auditors in Poland) from 2000 until the retirement in 2021. In the Committee's opinion he is the best suited person to supplement collective skills of the Supervisory Board and Risk Committee after John Power's resignation. At the time of the assessment he does not meet the independence criteria (in view of the three-year cool-off period, defined in the § 25 (2)(6) of the Bank's Statute, as required after being employed with the Bank's auditor, which will expire on 30 June 2024). Given the result of this assessment, the Committee is of the view that the appointment of Adam Celiński to the Supervisory Board will be impacting positively on the exercise of the Supervisory Board's responsibilities and thus even better performance of the Bank.

3.2. Results of the collective suitability assessment

On 12 July 2023, the Committee assessed the collective suitability of the Supervisory Board taking into account John Power's resignation as of 1 August 2023 and appointment of the Candidate, i.e. the following target composition of the Supervisory Board:

1) Antonio Escámez Torres Chairman of the Supervisory Board;
2) José Luis de Mora Vice-Chairman of the Supervisory Board;
3) José Garcia Cantera Member of the Supervisory Board;
4) Isabel Guerreiro Member of the Supervisory Board;
5) Danuta Dąbrowska Member of the Supervisory Board;
6) David Hexter Member of the Supervisory Board;
7) Jerzy Surma Member of the Supervisory Board;
8) Marynika Woroszylska-Sapieha Member of the Supervisory Board;
9) Dominika Bettman Member of the Supervisory Board;
10) Pan Adam Celiński Member of the Supervisory Board (Candidate).

The collective suitability assessment was made in line with the criteria set out in the Collective Competence Profile with regard to:

a) knowledge, skills and experience;
b) good repute, honesty and integrity;
c) independence;
d) independence of mind;
e) diversity;
f) ability to commit sufficient time to perform the duties.

The Committee found valid the results of the individual suitability assessment of the Supervisory Board members made on 3 March 2023 and approved by the Annual General Meeting on 19 April, including the assessment of the individual and collective suitability of the Audit and Compliance Committee members and took into account the Candidate's initial assessment. Given that the collective suitability of the Supervisory Board is considered as a sum of skills represented by all its members and the Candidate, the Committee deemed that collectively the Supervisory Board in the target composition:

will meet the requirements with regard to knowledge, skills and experience, thus giving assurance of proper exercise of their duties and effective oversight of all areas of the Bank, including the requirements with regard to the ability to challenge and effectively monitor decisions taken by the Management Board;
will meet the criteria with regard to good repute, honesty and integrity and that the Committee was not aware of any circumstances or factors that could raise concerns about good repute of individual Management Board members;
will meet the independence criteria in the target 10-man composition as five Supervisory Board members will remain independent as to-date (Dominika Bettman, David Hexter, Marynika Woroszylska-Sapieha, Danuta Dąbrowska and Jerzy Surma), which enables their proper representation on Supervisory Board committees;
will meet the independence of mind criteria;
will sufficiently meet the Policy's diversity requirements, including those related to educational and professional background, age, geographical provenance as well as those related the female representation on the Supervisory Board (40%-60%);
will meet the criteria with regard to the ability to commit sufficient time to perform its duties, also in periods of particularly increased activity of the Bank.

Therefore, the Committee's unanimously stated that the structure, size, composition and effectiveness of the Supervisory Board would be suitable and would comply with the applicable regulations, in particular Article 22(aa) of the Banking Law.

Both the Supervisory Board's organisational arrangements, the number of its members as well as the knowledge and skills of individual members (including the Candidate) will be commensurate with the knowledge, skills and experience required from the Supervisory Board to effectively exercise its responsibilities, allowing for constructive discussion of issues considered by the Supervisory Board.

The Supervisory Board will be collectively suitable given that its collective suitability is determined by the sum of sufficient and adequate knowledge, skills and experience of individual Supervisory Board members.

Thus, the Committee did not identify any need to formulate any recommendations as a result of the collective suitability assessment of the Supervisory Board in the target composition.

The Committee confirmed that the assessment process was conducted in a comprehensive, reliable and impartial manner, taking into account all circumstances that could have affected the assessment's results.

______________________

Marynika Woroszylska–Sapieha Chair of the Nominations Committee

AI Terminal

Santander Bank Polska S.A.

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