TRANSLATORS’ EXPLANATORY NOTE
The English content of this report is a free translation of the registered auditor’s report of the below- mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish and in accordance with Polish legislation and the accounting principles and practices generally adopted in Poland.
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. , ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 ,
www.pwc.pl
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000741448, NIP 113-23-99-979. The seat of the Company is in Warsaw at Polna 11.
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Independent Registered Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of Santander Bank Polska S.A.
Report on the audit of separate financial statements
Our opinion
In our opinion the accompanying annual separate financial statements:
give a true and fair view of the separate financial position of Santander Bank Polska S.A.
(the “Bank”) as at 31 December 2023 and the Bank’s separate financial performance and the
separate cash flows for the year then ended in accordance with the applicable International
Financial Reporting Standards as adopted by the European Union and the adopted accounting
policies;
comply in terms of form and content with the laws applicable to the Bank and the Bank’s Articles
of Association;
have been prepared on the basis of properly maintained books of account in accordance with
the provisions of Chapter 2 of the Accounting Law of 29 September 1994 (the “Accounting Act”).
Our opinion is consistent with our additional report to the Audit Committee issued on the date of this
report.
What we have audited
We hav e audited the annual separate financial statements of Santander Bank Polska S.A. which
comprise:
the separate statement of financial position as at 31 December 2023;
and the following prepared for the financial year then ended:
the separate income statement;
the separate statement of comprehensive income;
the separate statement of changes in equity;
the separate statement of cash flows, and
the additional notes to the separate financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing as adopted by the resolution of the National Council of Statutory Auditors and the resolution of the Council of the Polish Audit Supervision Agency (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors,
Registered Audit Companies and Public Oversi ght (the “Law on Registered Auditors”) and the
Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the statutory audit
of public-interest entities (the “EU Regulation”). Our responsibilities under NSA are further described in
the Auditor’s responsibilities for the audit of the separate financia l statements section of our report.
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Bank in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted by resolution of the National Council of
Statutory Auditors and other ethical requirements that are relevant to our audit of th e separate
financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code. During the audit, the key registered auditor and the
registered audit firm remained independent of the Bank in accordance with the independence
requirements set out in the Act on Registered Auditors and in the EU Regulation.
Our audit approach
Overview
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the separate f inancial statements. In particular, we considered where the Bank’s Management Board made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
The overall materiality threshold adopted for the purposes of our audit was set at PLN 294,850 thousand. We adopted overall materiality based on the value of approximately 5% of the profit before tax adjusted for tax on financial institutions. For reasons of prudence, we have adjusted the overall materiality so that it does not exceed approximately 1% of the Bank's net assets.
All material items included in the separate financial statements were subject to our audit procedures.
Estimating the allowances for expected credit losses for loans and advances to customers
Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF
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Materiality
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Group scoping
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Key audit matters
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Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the separate financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the separate financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the separate financial statements as a whole, as set out in the table
below. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
if any, both individually and in aggregate on the separate fi nancial statements as a whole.
Overall Bank materiality
PLN 294,850 thousand
How we determined it
Approximately 5% of the profit before tax adjusted for the tax on financial institutions. For reasons of prudence, we adjusted the overall materiality so that it does not exceed approximately 1% of the Bank's net assets.
Rationale for the materiality benchmark applied
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Bank is most commonly measured by users, and is a generally accepted benchmark. We adjusted this value by the tax on financial institutions, which has the nature of a special tax burden.
In order to calculate the materiality as above, we adopted the levels of 5% (of profit before tax adjusted for tax on financial institutions) and 1% (of net assets), respectively, because based on our professional judgement they are within the range of acceptable quantitative materiality thresholds.
We agreed with the Audit Committee of the Bank that we would report to them misstatements of the
separate financial statements identified during our audit above PLN 14,742.5 thousand, as well as
misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the separate financial statements of the current period. They include the most significant
identified risks of material misstatements, including the identified risks of material misstatement
resulting from fraud. These matters were addressed in the context of our audit of the separate
financial statements as a whole, and in forming our opinion thereon. We do not provide a separate
opinion on these matters.
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Key audit matter
How our audit addressed the key audit matter
Estimating the allowances for expected credit losses for loans and advances to customers
In accordance with the provisions of International Financial Reporting Standard 9, Financial Instruments, (“IFRS 9”) the Management is required to determine expected credit loss (“ECL”) that may occur over either a 12 month period or the remaining life of a financial asset, depending on the classification of individual assets into risk categories ("stages"), taking into account the impact of future macroeconomic conditions on the level of credit risk allowances.
The Bank’s loan portfolio consists of exposures assessed for expected credit losses:
on an individual basis for individually
significant credit exposures; and
with the use of statistical models which
estimate allowances for credit losses for each
of the homogenous portfolios identified by the Bank.
Expected credit losses as at 31 De cember 2023
amounted to PLN 3,924,368 thousand in the
portfolio of loans and advances to customers with
a gross book value of PLN 144,827,469 thousand .
The Bank's Management Board monitors the correct functioning of the models, among others by comparing the results estimated by the models to actual credit losses (backtesting procedures) and performing periodic quantitative validation of the models.
In the models of expected credit losses, the Bank uses large amounts of data, therefore the completeness and reliability of data may significantly affect the accuracy of allowances for credit losses.
We considered allowances for expected credit losses for loans and advances portfolio as a key audit matter due to:
high degree of uncertainty related to the estimation of the allowance for expected credit losses due to dynamic changes in the economic environment which affect the credit risk parameters used in the models for estimating expected credit losses;
As part of the procedures performed, we updated our understanding of the Bank’s policies and procedures related to the estimation of allowances for expected credit losses, especially the changes applied to address the uncertainties resulting from changes observed in the economic environment.
We tested the effectiveness of controls applied by the management related to the recognition and measurement of credit losses including, among others, controls over:
the completeness and accuracy of input data
used;
verification of the models of probability
of default (PD), loss given default (LGD) and
other parameters;
the application of future macroeconomic
scenarios, forecasted macroeconomic
variables and the probabili ties applied for particular scenarios.
As part of the work on statistical models, we performed the following procedures, for which we engaged our internal credit risk modelling specialists :
assessment whether the Bank’s methodology
related to the estimation of expected credit
losses is in line with the requirements of IFRS
9, in particular assessment of the Bank’s
approach to applying the criteria to identify
significant increase in credit risk, default
definition, PD and LGD parameters and
including forward-looking information when
calculating expected credit losses;
critical analysis of key judgments and
assumptions, including macroeconomic
scenarios and the probability-weightings
assigned to particular scenarios;
independent tests of the credit risk parameters.
In the area of the individually assessed exposures, we performed the following procedures:
we selected a sample taking into account various risk criteria based on our professional judgement,
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judgement used by the Management Board in modelling future scenarios and forecasting macroeconomic variables;
the complexity of the audit procedures and the audit evidence obtained due to the complexity of the calculations and the amount of data used to estimate the allowances for expected credit losses.
Note 2.6 Use of estimates , Note 2.8 Material
accounting policy information , Note 3 Risk
management and Note 21 Loans and advances
to customers in the separate financial statements provide information on the methods and models used and the level of allowances for the expected credit losses in the portfolio of loans and advances to customers
for selected loans and advances we checked the correct stage classification as at the balance sheet date;
for selected impaired loans and advances (stage 3) we tested the assumptions used in the expected credit loss allowances’ calculation, particularly expected scenarios and probabilities assigned to them and the timing and amount of expected cash flows, including cash flows from repayments and realisation of collaterals.
Moreover, we performed the following procedures:
we reconciled selected input data used for determining default parameters and estimating expected credit losses;
in relation to individual portfolios, we verified, on the sample basis, the assignment of exposures to appropriate stages based on selected quantitative parameters;
we performed a recalculation of expected credit losses for selected loan portfolios;
we performed analytical procedures over provision coverage of the credit portfolio, its changes in 2023 and transfers between stages in 2023;
we analysed the results of the management's sensitivity analysis of the level of allowances for expected credit losses due to deterioration or improvement of risk parameters.
Additionally, we verified adequacy and completeness of disclosures in the separate financial statements in accordance with applicable accounting standards.
Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF
As at the balance sheet date, the Bank had a portfolio of mortgage loans denominated in and indexed to foreign currencies, mainly to the Swiss franc (CHF), in the total gross book value of PLN
4,752,409 th ousand before taking into account the adjustment for the reduction of contractual cash flows due to legal risk in the amount of PLN 3,289,747 thousand and a portfolio of mortgage loans in PLN that were previously mortgage
As part of our audit procedures, we assessed whether the accounting approach applied by the Bank is in line with the International Financial
Reporting Standards as adopted by the European
Union (“IFRS”). Our audit procedures were mainly aimed at assessing the model and the particular assumptions adopted by the Management Board that had a significant impact on the level of estimated provisions. In particular, we carried out
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loans denominated or indexed to CHF in the amount of PLN 262,416 thousand before taking into account the adjustment for the reduction of contractual cash flows due to legal risk in the amount of PLN 124,684 thousand. As described in the Note 46 Legal risk connected with CHF mortgage loans in the separate financial statements, the loan agreements based on which these loans were granted, contain clauses questioned by customers in courts due to abusiveness. At the moment, the jurisprudence of courts is not uniform, however there is a negative trend for banks in relation to court judgments (with the dominant line of jurisprudence declaring the invalidity of loan agreements), which also affects the increase in the number of court cases brought by banks’ clients. At the same time, banks decide to offer settlements to convert foreign currency loans into PLN loans to their customers, as proposed by the Chairman of the Polish Financial Supervision Authority, or launch other settlement programs resulting in the conversion of a CHF loan into a PLN loan with the simultaneous cancellation of a part of the loan balance. The Bank developed settlement proposals for clients and presented them to particular groups of clients, which was also taken into account in the applied model for estimating the costs of legal risk.
The Bank estimated the impact of this situation on the recoverability of the assumed cash flows resulting from the concluded agreements for the active portfolio of mortgage loans in CHF based on paragraph B5.4.6 of IFRS 9 by adjusting the gross carrying amount of the portfolio by reducing contractual cash flows from mortgage loans denominated or indexed to CHF and recognized a provision for the legal risk of the CHF loan portfolio in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets for fully repaid loans and when the gross carrying amount of the active loan was lower than the value of the identified risk. The level of deduction of the gross carrying amount of the active portfolio estimated as at 31 December 2023 and the level of provisions created amounted to PLN
3,414,432 thousand and PLN 624,354 thousand,
respectively, and the costs of legal risk
recognized in the separate income statement
amounted to PLN 2,081,557 thousand.
the following procedures:
we discussed with the Management Board and specialists involved in estimating the provision, including the Bank's external legal experts, the assumptions made, taking into account historical observations, including information on court judgments, completed court cases and the current number of new claims and settlements, as well as the existing and possible legal decisions, in particular the decisions of the CJEU;
we assessed the scenarios adopted by the Bank in terms of the expected number of lawsuits against the Bank, prepared, among others, based on the number of currently filed lawsuits against the Bank based on the built statistical model (so-called behavioural model). In cooperation with our internal valuation specialists, we conducted an assessment of the assumptions made in the behavioural model;
we assessed the assumptions adopted by the Bank based on historical data to estimate the likelihood of future settlements and the level of losses incurred due to them;
we obtained directly from the Bank’s external legal experts their assessment of the expected scenarios of the resolution of court cases together with an assessment of the probability of these scenarios broken down into homogeneous portfolios identified by the Bank, grouped on the basis of individual clauses in contracts;
in cooperation with our internal legal experts, we analysed the documentation and legal opinions received directly from the Bank's external legal experts for the purposes of assessing the risk of losing the court proceedings, as well as the probabilities of particular scenarios of the court verdicts and settlements;
we analysed the method of calculating the value of probable losses for each scenario assumed by the Bank based on the historical data;
we assessed the adequacy of the model used by the Bank to estimate the costs of legal risk (including checking the correctness and completeness of the data constituting the basis
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Estimation of the cost of legal risk related to the portfolio of mortgage loans in CHF is complex and requires a significant degree of judgement due to the high degree of uncertainty of the assumptions made by the Management Board in the model to calculate the costs of legal risk, including forecasted number of lawsuits in the future, as well as possible court settlement scenarios and estimated levels of expected losses on their basis.
Due to the uncertainty as to the assumptions described above, as well as the significant value of the portfolio of loans denominated and indexed to CHF and significant impact of the cost of legal risk on the Bank’s financial result, we considered this area to be the key audit matter.
Note 46 Legal risk related to mortgage loans
in CHF in the separate financial statements contains detailed information on the assumptions adopted in the model to calculate the costs of legal risk related to the portfolio of mortgage loans in CHF and possible alternative results presented in as part of the estimation sensitivity analysis as well as current and possible legal decisions, including decisions of the Court of Justice of the European Union (“CJEU”).
for the calculation and confirming the mathematical correctness of the calculation).
We also assessed the adequacy and completeness of the disclosures in the separate financial statements in accordance with the applicable accounting standards.
Responsibility of the Management and Supervisory Board for the separate financial
statements
The Management Board of the Bank is responsible for the preparation, based on the properly
maintained books of account of the annual separate financial statements that give a true and fair view
of the Bank’s financial position and results of operations, in accordance with International Financial
Reporting Standards as adopted by the European Union, the adopted accounting policies, the
applicable laws and the Bank’s Articles of Association, and for such internal control as the
Management Board determines is necessary to enable the preparation of separate financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Bank’s Management Board is responsible for
assessing the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Management Board
either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
The Bank’s Management Board and members of the Supervisory Board are obliged to ensure that the
separate financial statements comply with the requirements specified in the Accounting Act. Members
of the Supervisory Board are responsible for overseeing the financial reporting process.
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Auditor’s responsibility for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the NSA will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to influence economic decisions of
users taken on the basis of these separate financial statements.
The scope of the audit does not include an assurance on the Bank’s future profitability nor the
efficiency and effectiveness of the Bank’s Management Board conducting its affairs, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of t he separate financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Bank’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Bank’s Management Board;
conclude on the appropriateness of the Bank’s Management Board’s use of the going concern
basis of accounting and, based on the audit evidence o btained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the separate financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Bank to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the separate financial statements,
including the disclosures, and whether the separate financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee, we determine those matters that were of
most significance in the audit of the separate financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication
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Other information, including the report on the operations
Other information
Other information comprises:
a Management Board Report on Santander Bank Polska Group Performa nce in 2023 including
Report on Santander Bank Polska Performance (“the Report on the operations”) and the corporate
governance statement and the statement on non-financial information referred to in Article 49b(1)
of the Accounting Act which are separate parts of the Report on the operations,
other documents comprising the Annual Report for the financial year ended 31 December 2023
(“the Annual Report”),
(together “Other Information”).
Other information does not include the separate financial statements and our auditor’s report thereon.
Responsibility of the Management and Supervisory Board
The Management Board of the Bank is responsible for the preparation of the Other Information in
accordance with the law.
The Bank’s Management Board and the members of the Supervisory Board are obliged to ensure that
the Report on the operations including its separate parts complies with the requirements of the
Accounting Law.
Registered auditor’s responsibility
Our opinion on the separate financial statements does not cover the Other Information.
In connection with our audit of the separate financial statements, our responsibility under NSA is to
read the Other Information and, in doing so, consider whether the Other Information is materially
inconsistent with the information in the separate financial statements, our knowledge obtained in our
audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified
a material misstatement in the Other Information, we are obliged to inform about it in our audit report.
In accordance with the requirements of the Law on the Registered Auditors, we are also obliged to
issue an opinion on whether the Report on the operations has been prepared in accordance with the
law and is consistent with information included in annual separate financial statements.
Moreover, we are obliged to issue an opinion on whether the Bank provided the required information
in its corporate governance statement and to inform whether the Bank prepared a statement on non-
financial information.
In addition, we are required to audit the financial information included in item XI of the Report on the
operations in accordance with the scope described in this audit report and the requirements of the
Banking Law of 29 August 1997 (“the Banking Law”).
Statement on the Other information
We declare, based on the knowledge of the Bank and its environment obtained during our audit, that
we have not identified any material misstatements in the Report on the operations and the remaining
Other information.
Opinion on the Report on the operations
Based on the work we carried out during our audit, in our opinion, the Report on the operations:
has been prepared in accordance with the requirements of Article 49 of the Accounting Act and
para. 70 of the Regulation of the Minister of Finance dated 29 March 2018 on current and
periodical information submitted by issuers of securities and conditions for considering as
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equivalent the information required under the legislation of a non-Member State (“Regulation on
current information”) and Article 111(1–2) of the Banking Law;
is consistent with the information in the separate financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Bank included information set out in para.
70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in
paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
separate financial statements.
Information on non-financial information
In accordance with the requirements of the Act on the Registered Auditors, we confirm that the Bank
has prepared a statement on non-financial information referred to in Article 49b(1) of the Accounting
Act as a separate section of the Report on the operations.
We have not performed any assurance work relating to the statement on non-financial information and
we do not provide any assurance with regard to it.
Report on other legal and regulatory requirements
Information on compliance with prudential regulations
The Management Board of the Bank is responsible for complying with the applicable prudential regulations set out in separate legislation, and in particular, for correct determination of the capital ratios.
The capital ratios as at 31 December 2023 have been presented in Note 4 of the separate financial
statements and include Tier 1 capital ratio and the total capital ratio.
We are obliged to inform in our report on the audit of the separate financial statements whether the
Bank has complied with the applicable prudential regulations set out in separate legislation, and in
particular, whether the Bank has correctly determined its capital ratios. For the purposes of the said
information, the following legal acts are understood as separate legislation: Regulation (EU) no.
575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended
(“CRR”), the Banking Law and the Act of 5 August 2015 on macro-prudential supervision over the
financial system and on crisis management in the financial system (“the Act on macro-prudential
supervision”).
It is not the purpose of an audit of the separate financial statements to present an opinion on
compliance with the applicable prudential regulations specified in the separate legislation specified
above, and in particular, on the correct determination of the capital ratios, and therefore, we do not
express such an opinion.
Based on the work performed by us, we inform you that we have not identified:
any cases of non-compliance by the Bank with the applicable prudential regulations set out in
separate legislation referred to above, in the period from 1 January to 31 December 2023;