Current Report no. 8 (2021)
Changes of the Bank's Management Board recommendation regarding proposed profit distribution for 2020 and amendments to the AGM's drafts resolutions.
The Management Board of Santander Bank Polska S.A. (Bank) hereby informs you that on 17 March 2021 it decided to change its recommendation with regard to the distribution of 2020 profit which was communicated in current report no. 5/2021 of 23 February 2021. The amended recommendation was positively reviewed by the Bank's Supervisory Board.
In line with the decision taken, the Bank's Management Board recommends to:
- create a capital reserve to be earmarked for dividend payout, including advance dividend (dividend reserve), and
- distribute 2020 profit of PLN 738,411,718.72 in the following way:
- PLN 369,205,859.36 - to be allocated to the capital reserve,
- PLN 369,205,859.36 - to be allocated to the dividend reserve.
The Management Board and Supervisory Board will submit the above proposal to the Annual General Meeting of the Bank's Shareholders (AGM) convened for 22 March 2021.
When taking the decision to change its recommendation of 23 February 2021, the Management Board took into account the current macroeconomic landscape as well as the recommendations and current position of the Polish Financial Supervision Authority (KNF).
The Management Board considered also the fact that profit distribution falls within the powers of the Annual General Meeting.
The profit distribution recommended currently to the Annual General Meeting will not preclude the Management Board's potential decision to distribute profit to shareholders in the form of advance dividend with the dividend reserve used for that purpose in H2 2021 pursuant to the authorisation given to the Management Board in accordance with § 50(4) of the Bank's Statutes. This will be subject to the KNF's position on the dividend policy in H2 2021 that will determine the possibility to make such a payment. The Management Board's potential decision to pay advance dividend will also require the approval of the Supervisory Board.
This recommendation complies with the KNF's current position arising from its letter of 11 January 2021 that the Bank communicated in its current report no. 1/2021 of 15 January 2021.
Considering the above, the Management Board amended the draft resolution of the Annual General Meeting convened for 22 March 2021 in relation to item 8 of the agenda that was communicated to the public in current report no. 6/2021 of 23 February 2021. The draft of the amended resolution with regard to the profit distribution and creation of a capital reserve is attached to this report.
Given the above, the Supervisory Board updated Appendix 1 to the draft resolution related to item 11 of the AGM's agenda, i.e. the Report of the Supervisory Board of of Santander Bank Polska S.A. for 2020 in the part related to the examination of the Bank's Management Board motion with regard to the distribution of 2020 profit, i.e. point II.2. The updated document is attached to this report.
- Draft resolution to the item 8 of the AGM's agenda Uruchomi się w nowym oknie
- Appendix 1 to the draft resolution related to item 11 of the AGM’s agenda Uruchomi się w nowym oknie
Legal basis:
Article 17 (1) of Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (MAR) and § 19 clause 1 item 1 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.