27-04-2022
Current report no. 11/2022
Re. Resolutions of the Annual GeneralMeeting of Santander Bank Polska S.A. Shareholders
Santander Bank Polska S.A. hereby announcesthe contents of the resolutions adopted by the Annual General Meeting on27 April 2022.
AGM Agenda:
1. Opening of the General Meeting.
2. Electing the Chairman of the GeneralMeeting.
3. Establishing whether the General Meetinghas been duly convened and has the capacity to adopt resolutions.
4. Adopting the agenda for the GeneralMeeting.
5. Reviewing and approving the SantanderBank Polska S.A. financial statements for 2021.
6. Reviewing and approving the consolidatedfinancial statements of the Santander Bank Polska S.A. Group for 2021.
7. Reviewing and approving the ManagementBoard's report on the Santander Bank Polska S.A. Group activities in2020 (which includes report on Santander Bank Polska S.A. activities in2021).
8. Profit distribution, dividend recorddate, dividend payment date and the decision related to the reservecapital established on the basis of Annual General Meeting Resolutionno. 6 of 22 March 2021.
9. Giving discharge to the members ofSantander Bank Polska S.A. Management Board.
10. Approval for the Santander Bank PolskaS.A. Supervisory Board's report on remunerations of the members of theManagement Board and the Supervisory Board of Santander Bank Polska S.A.in 2021.
11. Approval for the Santander Bank PolskaS.A. Supervisory Board's report on its activities in the 2021, report onthe examination of: Santander Bank Polska S.A. financial statements for2021; consolidated financial statements of the Santander Bank PolskaS.A. Group for 2021; report on the Santander Bank Polska S.A. Groupperformance in 2021 including report on Santander Bank Polska S.A.performance in 2021; the Management Board's motion concerningdistribution of profit; the Santander Bank Polska Supervisory Board'sassessment of the Santander Bank Polska S.A. Group's performance in2021; adoption of the Supervisory Board assessment of compliance withcorporate governance rules and manner of fulfilling disclosurerequirements regarding their application, justification of the expensesincurred to support culture, sport, charity institutions, media, socialorganizations, trade union, etc., information on the degree ofimplementation of the diversity policy and outcome of the SupervisoryBoard's evaluation of the Corporate Governance Rules for SupervisedInstitutions and applicable remuneration policy assessment; andsuitability assessment of the Supervisory Board, and for the SupervisoryBoard's members suitability assessment; assessment of the SupervisoryBoard efficiency and internal regulations' adequacy assessment relatedto the Supervisory Board.
12. Giving discharge to the members of theSantander Bank Polska S.A. Supervisory Board.
13. Establishing the Incentive Plan VII anddetermination of rules governing its implementation.
14. Amendments to the Remuneration Policyfor Supervisory Board Members of Santander Bank Polska S.A. and theRemuneration Policy for Managements Board Members of Santander BankPolska S.A.
15. Expressing consent to apply highermaximum ratio of variable remuneration components to fixed remunerationcomponents for managers in Santander Bank Polska Group.
16. Adoption of the "Best Practice for WSEListed Companies 2021".
17. Presentation of the amendmentsintroduced by the Supervisory Board to: The Supervisory Board Members ofSantander Bank Polska S.A. Suitability Assessment Policy introduced bythe Supervisory Board and The Supervisory Board Members of SantanderBank Polska S.A. Appointing and Succession Policy.
18. Presentation of amendments introduced bythe Supervisory Board to the Terms of Reference of the Supervisory Boardof Santander Bank Polska S.A.
19. Closing the General Meeting.
Legal basis:
ยง19 (1)(6) of the Finance Minister'sOrdinance of 29 March 2018 on current and periodic reports published bythe issuers of securities and the rules of equal treatment of theinformation required by the laws of non-member states.