Current Report no. 25 (2024)

18 april 2024

Resolutions of the Annual General Meeting of Santander Bank Polska S.A. Shareholders.

Santander Bank Polska S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 18 April 2024.

AGM Agenda:

  1. 1. Opening of the General Meeting.
  2. Electing the Chairman of the General Meeting.
  3. Establishing whether the General Meeting has been duly convened and has the capacity to adopt resolutions.
  4. Adopting the agenda for the General Meeting.
  5. Reviewing and approving the Santander Bank Polska S.A. financial statements for 2023.
  6. Reviewing and approving the consolidated financial statements of the Santander Bank Polska S.A. Group for 2023.
  7. 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).
  8. 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.
  9. Giving discharge to the members of Santander Bank Polska S.A. Management Board.
  10. 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.
  11. 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.
  12. Giving discharge to the members of the Santander Bank Polska S.A. Supervisory Board.
  13. Suitability assessment of the Supervisory Board and the candidates for the Supervisory Board.
  14. Appointing the Supervisory Board Members for the new term of office.
  15. Appointing the Chairman of the Supervisory Board for the new term of office.
  16. Setting Remuneration for Supervisory Board Members.
  17. Amendments to the Bank's Statutes.
  18. 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.
  19. Information on the purchase of own shares to execute Incentive Plan VII.
  20. Closing the General Meeting.

Legal basis:
§19 (1)(6) of the Finance Minister's Ordinance of 29 March 2018 on current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.

16:17, 18 Apr 2024