Santander Bank Polska S.A.

Regulatory Filings • Jun 7, 2022

2022-06-07Current report no. 15/2022:

Management Board of Santander Bank PolskaS.A. (Bank) informs that on 7 June 2022 it received information that theManagement Boards and Supervisory Boards of Alior Bank S.A., BNP ParibasBank Polska S.A., ING Bank Śląski S.A., mBank S.A., Bank MillenniumS.A., Bank Polska Kasa Opieki S.A., PKO Bank Polski S.A. and SantanderBank Polska S.A. (Member Banks) passed resolutions on consenting tosubmitting an application to the Polish Financial Supervision Authorityfor approval and for recognition of the protection scheme the members ofwhich are banks operating in the form of a joint-stock company with thedraft agreement on the protection scheme, i.e. Member Bank'sparticipation in the creation of the protection scheme referred to inArticle 4.1.9a of the Banking Law Act of 29 August 1997 (Banking Law).

The protection scheme shall be created oncondition of signing the agreement on the protection scheme. The draftagreement on the protection scheme shall be approved by the PolishFinancial Supervision Authority (PFSA).

After the issue of the decision on approvalof the draft agreement on the protection scheme and recognition of theprotection scheme by the PFSA, the Member Banks will create ajoint-stock company being the protection scheme managing entity(Managing Entity). The establishment of the Managing Entity depends onthe approval of the concentration by the President of the Office ofCompetition and Consumer Protection. The share capital of the ManagingEntity shall be PLN 1,000,000. The Bank will take up 12,914 shares ofthe Managing Entity, of the total par value of PLN 129,140 or ca. 12,9%of its share capital.

The objective of the protection scheme isto:

1. ensure liquidity and solvency of theMember Banks on the terms and conditions and to the extent set out inthe agreement on the protection scheme; and

2. support:

a. the resolution procedure pursued by theBank Guarantee Fund (BGF) for the bank being a joint-stock company; and

b. acquisition of the bank being ajoint-stock company under Article 146b.1 of the Banking Law.

The protection scheme can be joined by otherlocal banks, provided they satisfy the terms and conditions set out ineffective law and the agreement on the protection scheme.

The Managing Entity shall establish an aidfund to ensure resources for funding the tasks of the protection scheme.The aid fund will be formed of the contributions made by Member Banksbeing 0,4% of the amount of the guaranteed funds of the given bankcovered by the mandatory deposit guarantee scheme, referred to inArticle 2.34 of the Act on the Bank Guarantee Fund, the DepositGuarantee Scheme and Resolution of 10 June 2016 (BGF Act). Given thelevel of guaranteed funds of the Bank as at the end of Q1 2022; i.e. PLN101,815,810,701.26, it is estimated that the Bank will pay the amount ofPLN 407,263,243 to the aid fund and will recognize the full amount in2022 profit and loss. The said amount can change should the payment bedetermined using the amount of guaranteed funds as at the end of Q2 2022and should the amount of the guaranteed funds change. Subsequentcontributions to the aid fund shall require a unanimous resolution ofthe general meeting of the Managing Entity.

In line with Article 287.2 and ff. of theBGF Act, the BGF Board can resolve to lower the level of funds in thedeposit guarantee scheme at banks, considering inter alia the amount offunds accumulated by the protection scheme. Further, in line withArticle 15.1h.5 of the Corporate Income Tax Act of 15 February 1992, aidfund contributions of the protection scheme members are tax deductible.

The accountability of each Member Bank fortheir liabilities connected with the protection scheme membership shallbe limited to the amount of contributions a given Member Bank isrequired to make to take up shares of the Managing Entity and theamounts the Member Bank is required to pay to the aid fund.

Each Member Bank can terminate the agreementon the protection scheme against a 24-month notice. After terminated,the agreement shall continue to apply to the other Member Banks.

Legal grounds:

Article 17.1 of Regulation (EU) No. 596/2014of the European Parliament and of the Council of 16 April 2014 on marketabuse (MAR).