Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
2
CONTENTS
I. Overview of activities of Santander Bank Polska S.A. and its Group in 2024 4
1. Introduction ............................................................................................................................................................................................................... 4
2. Key achievements ..................................................................................................................................................................................................... 5
3. Financial and business highlights of Santander Bank Polska Group for 2020–2024 ............................................................................................. 7
4. Key external factors .................................................................................................................................................................................................. 8
5. Corporate events ....................................................................................................................................................................................................... 8
II. Basic information about the Bank and Santander Bank Polska Group 11
1. History, ownership structure and profile ............................................................................................................................................................... 11
2. Value creation at Santander Bank Polska Group.................................................................................................................................................... 14
3. Position of Santander Bank Polska S.A. and its Group in the Polish banking sector............................................................................................. 15
4. Structure of Santander Bank Polska Group ............................................................................................................................................................ 16
III. Macroeconomic situation in 2024 18
IV. Development strategy 23
1. Purpose, aim, values and strategic objectives ....................................................................................................................................................... 23
2. Corporate culture .................................................................................................................................................................................................... 28
3. Forecast of economic situation in 2025 ................................................................................................................................................................. 29
V. Relations with employees 31
1. Human capital ......................................................................................................................................................................................................... 31
2. Remuneration policy and bonus schemes .............................................................................................................................................................. 32
3. HR policy .................................................................................................................................................................................................................. 35
4. Strategic HR development directions ..................................................................................................................................................................... 36
5. Training and development ...................................................................................................................................................................................... 37
VI. Relations with customers 38
1. Service quality and customer experience management ........................................................................................................................................ 38
2. Complaints management ....................................................................................................................................................................................... 39
3. Barrier-free banking and digital accessibility......................................................................................................................................................... 40
4. Marketing communications .................................................................................................................................................................................... 40
VII. Investor relations 42
1. Investor relations at Santander Bank Polska S.A. .................................................................................................................................................. 42
2. Share capital, ownership structure and share price ............................................................................................................................................... 42
3. Dividend ................................................................................................................................................................................................................... 44
4. Rating of Santander Bank Polska S.A. .................................................................................................................................................................... 46
VIII. Business development in 2024 47
1. Group’s business management structure .............................................................................................................................................................. 47
2. Business development of Santander Bank Polska S.A. and non-banking subsidiaries ........................................................................................ 50
2.1. Retail Banking Division 50
2.2. Business and Corporate Banking Division 57
2.3. Corporate and Investment Banking Division 59
3. Business development of Santander Consumer Bank Group ................................................................................................................................ 62
IX. Organisational and infrastructure development 64
1. Organisational changes in Santander Bank Polska S.A. ........................................................................................................................................ 64
2. Organisational structure of Santander Consumer Bank S.A. ................................................................................................................................. 65
3. Changes in the structure of Santander Bank Polska Group ................................................................................................................................... 66
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
3
4. Changes in the equity investment portfolio ........................................................................................................................................................... 66
5. Cooperation with international financial institutions in terms of equity optimisation ........................................................................................ 67
6. Development of distribution channels of Santander Bank Polska S.A. ................................................................................................................. 69
7. Development of distribution channels of Santander Consumer Bank S.A. ........................................................................................................... 73
8. IT development ....................................................................................................................................................................................................... 73
9. Capital expenditure ................................................................................................................................................................................................. 77
X. Financial performance in 2024 78
1. Consolidated income statement............................................................................................................................................................................. 78
2. Consolidated statement of financial position ........................................................................................................................................................ 89
3. Selected financial ratios of Santander Bank Polska Group .................................................................................................................................... 94
4. Separate income statement.................................................................................................................................................................................... 95
5. Separate statement of financial position ............................................................................................................................................................. 100
6. Selected ratios of Santander Bank Polska S.A. ..................................................................................................................................................... 102
7. Additional financial information about Santander Bank Polska S.A. and Santander Bank Polska Group .......................................................... 102
8. Factors which may affect the financial performance in the next year ................................................................................................................ 104
XI. Risk and capital management 105
1. Key risk management principles and structure in the Bank and in Santander Bank Polska Group ................................................................... 105
2. Risk management priorities in 2024 .................................................................................................................................................................... 107
3. Material risk factors expected in the future ......................................................................................................................................................... 109
4. Credit risk management ....................................................................................................................................................................................... 109
5. Market risk and liquidity risk management ......................................................................................................................................................... 119
6. Operational risk management .............................................................................................................................................................................. 122
7. ESG risk management ........................................................................................................................................................................................... 123
8. Legal and compliance risk management.............................................................................................................................................................. 124
9. Capital management............................................................................................................................................................................................. 127
XII. Statement on corporate governance in 2024 132
1. Corporate governance at Santander Bank Polska S.A. ......................................................................................................................................... 132
2. Issuer’s securities .................................................................................................................................................................................................. 142
3. Amendment of the Statutes of Santander Bank Polska S.A. ............................................................................................................................... 143
4. Governing bodies .................................................................................................................................................................................................. 146
5. ESG management (including ESG risk) ................................................................................................................................................................. 171
6. Remuneration policy ............................................................................................................................................................................................. 172
7. Other transactions with the Bank’s executives .................................................................................................................................................... 178
8. Diversity policy ...................................................................................................................................................................................................... 178
9. Internal control and risk management systems for financial reporting ............................................................................................................. 180
10. External auditor ..................................................................................................................................................................................................... 182
XIII. Consolidated Sustainability Statement of Santander Bank Polska Group for 2024 185
XIV. Statement of the Management Board
313
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
4
I. Overview of activities of Santander Bank Polska
S.A. and its Group in 2024
1. Introduction
Scope
This Management Board Report on Santander Bank Polska Group Performance in 2024 contains the information required in both consolidated and
separate Management Board reports of Santander Bank Polska S.A. Chapter XIII includes the first “Consolidated sustainability statement of Santander
Bank Polska Group for 2024”, which was prepared in accordance with the European Sustainability Reporting Standards (ESRS) and based on new Directive
(EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC,
Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (CSRD).
Performance of Santander Bank Polska Group vs the commercial banking sector
The financial performance of the Polish banking sector is predominantly driven by net interest income and affected by fluctuations in the reference rate.
As indicated by the monthly statistics of the Polish Financial Supervision Authority (KNF), the total net profit posted by the Polish commercial banks as at
the end of November 2024 was PLN 36.8bn and increased by 44.9% YoY. Interest income, which accounted for 84.6% of total operating income of
commercial banks, was PLN 86.6bn and up 13.5% YoY. Net fee and commission income grew by 5.1% YoY in the same period to PLN 16.2bn.
The sector results for 2024 were adversely affected by legal risk connected with CHF mortgage loans due to pro-consumer legal solutions and court
judgments. Banks’ profitability was also under pressure due to higher operating expenses and net expected credit loss allowances.
The gross loan portfolio grew mainly on account of business loans. It was also driven by PLN home loans (an effect of the 2% Safe Mortgage programme)
and consumer loans (a result of improved consumer sentiments and increased repayment capacity). The assets of the banking sector showed a clear
increase in the share of bonds issued or guaranteed by the State Treasury.
The above market trends were reflected in the results and volumes of Santander Bank Polska Group. The only exception is a 14.4% YoY decrease in net
expected credit loss allowances vs the overall growth reported by the commercial banks sector.
In 2024, the consolidated profit attributable to shareholders of the parent entity increased by 7.9% YoY on account of a 5.8% YoY rise in net interest
income. The profitability was also supported by higher net fee and commission income (+7.1% YoY) and lower costs of settlements with CHF mortgage
borrowers. Negative factors included cost of legal risk of CHF mortgage loans (+19.6% YoY) and total operating expenses (+7.4% YoY).
In 2024, Santander Bank Polska Group reported solid growth in its key business volumes, including a 9.2% YoY increase in gross loans and advances to
customers and a 10.9% YoY rise in deposits from customers. The share of treasury securities in the investment securities portfolio grew by 22.1% YoY.
In line with its strategy for 2024–2026, in the past year Santander Bank Polska Group focused on building its competitive edge by ensuring unparalleled
experience for its key stakeholders: customers and employees. It fostered the image of a bank that is close to people, trying to evoke positive emotions
and develop lasting relationships based on trust. It continued to optimise and simplify processes and extend the functionality of digital channels, while
maintaining high security standards. As part of the ESG agenda, it took measures to support communities, environment and governance.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
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2. Key achievements
EFFICIENCY AND
SECURITY
Group’s solid capital position confirmed by capital ratios as at 31 December 2024, including the total capital
ratio of 17.68%, i.e. well above the statutory and regulatory minimum (18.65% as at 31 December 2023).
Steadily higher ROE YoY (20.4% vs 20.3% as at 31 December 2023).
Sound liquidity position. Net customer loans to deposits ratio at 75.3%.
Supervisory liquidity ratios well above
the regulatory minimum.
Close monitoring of risk and implementation of relevant prudential measures.
Group’s high cost efficiency with a cost to income ratio of 29.6% (29.5% for 2023) despite growing regulatory,
transformation and business costs and a lower contribution of net interest income to total income due to the
impact of lower reference rate,
the statutory solution known as payment holidays and competitive
environment.
Further automation and optimisation of operational processes.
Improved availability, reliability, performance and cybersecurity of the Group’s systems.
BUSINESS VOLUMES
AND ASSET QUALITY
10.0% YoY increase in total assets to PLN 304.4bn supported by growing business volumes in key product lines
and customer segments.
10.9% YoY growth in deposits from customers to PLN 232.0bn supported by an increase in term deposits (+14.8%
YoY) and current and savings account balances (+9.5% YoY).
9.2% YoY increase in gross loans and advances to customers to PLN 180.3bn, including lease receivables (+12.9%
YoY), loans and advances to individuals (+6.9% YoY) and loans and advances to business customers and the public
sector (+11.1% YoY).
Continuously high quality of the credit portfolio, with the NPL ratio of 4.4% (4.6% as at 31 December 2023),
Group’s prudential approach to risk management and an increase in credit receivables.
Decrease in the cost of credit risk from 0.72% in 2023 to 0.58% in 2024 amid gradual economic recovery.
Relatively stable annualised Ytd net interest margin on a comparative basis, i.e. excluding the impact of the so
-
called payment holidays (5.32% for 2024 vs 5.39% for 2023), supported by the growth of business volumes and
regular adjustments to external and internal conditions.
7.1% YoY rise in net fee and commission income on account of higher net income from the investment fund, stock
and bancassurance markets and from currency exchange.
Growth in the number of transactions made via mobile banking (+26.5
% YoY) and in the share of this channel in
remote credit sales.
26.5% YoY increase in the net asset value of investment funds, reflecting strong positive net sales of investment
funds in 2024 and higher valuation of assets. Rates of return above the benchmarks.
CUSTOMERS AND
COMMUNITIES
7.5m customers of Santander Bank Polska S.A. and Santander Consumer Bank S.A., including 3.7m loyal
customers.
4.9% YoY increase in the number of accounts held by customers of Santander Bank Polska S.A. to 7.0m, including
3.8m Santander Accounts.
4.5m digital customers of both banks, including 3.6m mobile banking customers.
Further automation, robotisation, optimisation and simplification of operational processes.
Continuation of IT projects aimed at improving experience of customers and employees.
Implementation of measures to support sustainable development and promote cybersecurity culture.
Further enhancement of the remote channel functions, including improvements in the new Santander mobile
application and iBiznes24.
Introduction of solutions to support customers affected by the flood, including the so-called non-
statutory
payment holidays (deferral of principal and/or interest payments).
AWARDS
Golden Banker Award for the best service quality, the main category in the largest survey in the banking sector
organised by Bankier.pl and Puls Biznesu. Santander Bank Polska S.A. was particularly recognised for the quality
of services in electronic contact channels as well as branches.
Top positions of Santander Bank Polska S.A. in four categories of the Institution of the Year ranking: best bank for
business, best customer service in remote channels, best customer service in branches, best personal banking.
Lower rankings in terms of in
ternet banking, private banking and account opening in branch. Individual
recognitions for branches that scored at least 80% in two measurements (34 branches of Santander Bank
Polska S.A.).
Recognition for Santander Bank Polska S.A. as one of the most digitally advanced banks in the global Digital
Banking Maturity 2024 survey. The Bank was among 10% of top global banks in the DBM Global Digital Champion
category and received the best results in Poland in terms of channels accessibility and bancassurance.
Top ranking in the 10th edition of the Banking Stars competition organised by Dziennik Gazeta Prawna and PwC
and the main prize in recognition of the Bank’s overall performance as indicated by the scoring achieved in four
categories (customer relationships
, finance, ESG, technology and innovation) and an independent assessment by
the jury.
Third place in the Commercial Bank category of the survey-
based competition organised by Gazeta Bankowa in
recognition of outstanding customer service, customer experience and sustainable development. Recognitions in
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
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the technological competition for: Santander mobile application in the “Banking” category and Santander Leasing
S.A. in the “Insurance and other financial institutions” category.
First place in the annual Business-
Friendly Bank ranking for the fourth time, including in the new category: the
Best Bank for Affluent Customers.
First place in the Banker of the Year ranking by Forbes (for the second time) and the Banking Manager of 2023 title
from Gazeta Bankowa for the CEO of Santander Bank Polska S.A. Michał Gajewski.
Equal Pay Certificate from Dziennik Gazeta Prawna and the founder of the accolade.
Top Employer Certificate awarded to Santander Bank Polska S.A. for the ninth time, in recognition of excellent
work environment, friendly corporate culture and high HR management standards.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
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3. Financial and business highlights of Santander Bank Polska Group for
2020–2024
Key financial data of Santander Bank Polska Group for the last five years
Selected income statement items
2024 2023 2022 2021 2020
YoY change
(2024/2023)
Total income PLN m 17,131.7 15,992.3 12,381.5 9,141.6 8,647.3 7.1%
Total costs
(5,065.0)
(4,715.0)
(4,697.7)
(3,988.3)
(4,488.0)
7.4%
Net expected credit loss allowances
(983.4)
(1,149.4)
(894.7)
(1,124.2)
(1,762.8)
-14.4%
Profit before tax PLN m 7,265.7
6,850.0 4,353.0 2,057.8
1,880.9
6.1%
Profit attributable to the shareholders of Santander
Bank Polska S.A.
PLN m 5,212.7
4,831.1 2,799.1 1,111.7
1,037.2
7.9%
Selected balance sheet items
31.12.2024 31.12.2023 31.12.2022 31.12.2021 31.12.2020
YoY change
(2024/2023)
Total assets
304,373.9
276,651.9
257,517.2
243,017.3
228,748.9
10.0%
Total equity
34,441.2
33,691.0
28,465.3
27,213.6
28,658.0
2.2%
Net loans and advances to customers PLN m
174,776.3 159,520.0 152,508.7 146,391.3 141,436.3 9.6%
Deposits from customers
232,028.7
209,277.4
196,496.8
185,373.5
171,522.3
10.9%
Selected off-balance sheet items
31.12.2024 31.12.2023 31.12.2022 31.12.2021
1)
31.12.2020
YoY change
(2024/2023)
Net assets of investment funds
1)
PLN bn 24.0 18.9 12.3 17.6 16.2
5.1
Selected ratios
2)
31.12.2024 2023 2022 2021 2020
YoY change
(2024/2023)
Costs/Income
29.6%
29.5%
37.9%
43.6%
51.9%
0.1 p.p.
Total capital ratio
17.68%
18.65%
19.74%
19.05%
20.42%
-0.97 p.p.
ROE % 20.4% 20.3% 11.9% 4.7% 4.4% 0.1 p.p.
Basic earnings per share
51.01
47.28
27.4
10.9
10.2
3.73
Book value per share
337.03
329.69
278.56
266.31
280.44
7.34
NPL ratio % 4.4% 4.6% 5.0% 5.0% 5.8% -0.2 p.p.
Cost of credit risk
0.58%
0.72%
0.59%
0.76%
1.21%
-0.14 p.p.
Loans/Deposits % 75.3% 76.2% 77.6% 79.0% 82.5% -0.9 p.p.
Key non-financial data of Santander Bank Polska Group for the last five years
Selected non-financial data
3)
2024 2023 2022 2021 2020
YoY change
(2024/2023)
Number of shares
102,189,314
102,189,314
102,189,314
102,189,314
102,189,314
0
Dividend paid
4)
44.63
23.25
2.68
2.16
-
21.4
Electronic banking users
5)
6.5
6.4
6.3
5.7
5.4
0.1
Active digital customers
6)
4.5
4.2
3.6
3.2
2.9
0.3
Active mobile banking customers m 3.6 3.0 2.7 2.4 2.0 0.6
Debit cards
5.0
4.8
4.6
4.4
4.3
0.2
Credit cards
0.9
0.9
0.9
1.1
1.2
0
Customer base
7.5
7.5
7.4
7.2
7.1
0
Branch network
349
369
385
437
550
-20
Santander Zones and off-site locations locations 13 17 16 13 12 -4
Partner outlets
399
421
433
435
380
-22
Employment
11,396
11,471
11,309
11,323
12,616
-75
1) Assets in investment funds managed by Santander Towarzystwo Funduszy Inwestycyjnych S.A.
2) For definitions of ratios presented in the table above, see Chapter X “Financial performance in 2024”, Part 3 “Selected financial ratios of Santander Bank Polska Group”.
3) The selected non-financial data refer to Santander Bank Polska S.A. and Santander Consumer Bank S.A., except for the number of shares, dividend paid and debit cards.
4) For more information about the dividend, see Chapter VII “Investor relations”.
5) Registered users with active access to internet and mobile banking services of Santander Bank Polska S.A. and Santander Consumer Bank S.A.
6) Active users of electronic banking services of Santander Bank Polska S.A. and Santander Consumer Bank S.A. who at least once used the services in the last month of the reporting period.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
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4. Key external factors
Key macroeconomic factors impacting financial and business performance of Santander Bank Polska Group in 2024
Economic growth
A rebound of economic growth to approx. 3% p.a. in line with Poland’s economic potential, largely supported by
consumer demand.
Subdued growth in investments with the prospect of a recovery in subsequent quarters. Gradual deterioration of the
foreign trade balance due to weak economic conditions in the eurozone and acceleration of domestic demand
supporting imports.
Labour market
Unemployment rate at a record low level.
Double-digit wage growth.
Inflation
Inflation again increasing above the upper band of the NBP inflation target, mainly influenced by rising energy and
food prices.
Monetary policy
Interest rates kept unchanged amid increasing inflation, high wage growth and expansionary fiscal policy.
Mixed signals from the central bank with regard to possible interest rate cuts in 2025.
Fiscal policy
Revision of the state budget for 2024 with an increase in the fiscal deficit from 5.1% to 5.7% of GDP due to generation
of lower-than-expected income. Fiscal deficit of 5.5% of GDP assumed in the draft budget for 2025, implying no
significant fiscal consolidation.
Continued increase in debt to GDP, borrowing needs and treasury security issues.
Credit market
Recovery of the credit market with an improved credit delivery in volume terms. Record sales of consumer loans.
Normalisation of the demand for mortgage loans as a result of closure of the Safe Mortgage 2% programme.
Expected continuation of positive trends along with further growth in economic activity.
Financial markets
High volatility of debt markets amid changing expectations as to global inflation and monetary policy, including initial
growth and then decrease in the expected pace and scale of monetary policy easing by the Federal Reserve. Rising
bond yields observed for the greater part of the year, reflecting revised expectations as to the scale and pace of interest
rate cuts.
Exceptionally stable EUR/PLN rate throughout the year despite the US dollar strengthening against the euro in H2 and
real appreciation of the Polish zloty. Moderate reactions of the currency market to the domestic and global
developments.
5. Corporate events
Major corporate events in the reporting period until the release date of the report for 2024
General Meetings
Extraordinary General Meeting
On 11 January 2024, the Extraordinary General Meeting (EGM) of Santander Bank Polska S.A. was held. It amended
the AGM resolution of 19 April 2023 authorising the Bank’s Management Board to buy back own shares for the purpose
of Incentive Plan VII by setting their new maximum price. The EGM also amended the Bank’s Statutes and presented
changes to the Terms of Reference of the Supervisory Board.
Annual General Meeting
On 18 April 2024, the Annual General Meeting (AGM) of Santander Bank Polska S.A. was held. It approved standard
corporate documents, distributed the profit and approved the dividend in accordance with the recommendation of the
Bank’s Management Board of 21 March 2024. The AGM also appointed the Supervisory Board for a new term of office
and determined its remuneration. Furthermore, it created a capital reserve for the repurchase of own shares under
Incentive Plan VII and reported on its execution. Lastly, the AGM amended the Bank’s Statutes by refining certain
provisions.
For more information on GM resolutions, see Chapter XII “Statement on corporate governance in 2024”.
Registration of changes
to the Statutes
Changes to the Statutes of Santander Bank Polska S.A. approved by the EGM of 11 January 2024 and the AGM of 18
April 2024 were recorded in the National Court Register on 25 January 2024 and 9 May 2024, respectively. For more
information, see Chapter XII “Statement on corporate governance in 2024”.
Changes to the
composition of governing
bodies
Resignation of the Vice President of the Management Board of Santander Bank Polska S.A.
On 27 February 2024, Arkadiusz Przybył resigned as the Vice President of the Bank’s Management Board (effective as
of 1 April 2024) due to his plans to take up a new role in Santander Group.
Composition of the Supervisory Board for a new term of office
The AGM of 18 April 2024 appointed the Supervisory Board for a new term of office. Kamilla Marchewka-Bartkowiak
and Tomasz Sójka joined the Supervisory Board, while David Hexter and Marynika Woroszylska-Sapieha stepped
down. Antonio Escámez Torres was reappointed as the Chairman.
Resignation of the member of the Management Board of Santander Bank Polska S.A.
On 6 November 2024, Patryk Nowakowski resigned as a member of the Bank’s Management Board (effective as of 1
January 2025) due to his plans to take up the role of Senior Executive Vice President in charge of Technology and
Operations with Santander Holdings USA, Inc., a member of Santander Group.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
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Major corporate events in the reporting period until the release date of the report for 2024 (cont.)
Profit distribution and
dividend payment
Individual recommendation of the KNF with regard to satisfaction of the criteria for payment of a dividend from the
net profit of 2023
On 21 February 2024, the Management Board of Santander Bank Polska S.A. received an individual recommendation
from the Polish Financial Supervision Authority (KNF) that the Bank should limit the risk present in its operations by:
distributing not more than 75% of the profit earned in 2023, while ensuring that the maximum payout must not
be higher than the annual profit reduced by profit earned in 2023 already allocated to own funds;
consulting upfront with the supervisory authority any other measures which could reduce the Bank’s own funds
(if they go beyond the scope of the ordinary business and operational activity), including the distribution of the
profit retained in previous years or the buyback or redemption of own shares.
The above recommendation took into consideration the Bank’s satisfaction of the basic criteria of the dividend policy,
sound quality of the Bank’s loan portfolio, and the share of the foreign currency home loans to households which did
not exceed 5% of the Bank’s total receivables from the non-financial sector.
Information on potential payment of additional dividend in 2024 from retained profits
on 19 March 2024, the Management Board of Santander Bank Polska S.A. was advised by the Polish Financial
Supervision Authority (KNF) that the KNF did not have any objections to the potential payout of the additional amount
of PLN 1,056,637,506.76 as a dividend to shareholders in 2024. This amount represents 50% of the profit earned in
2019 and transferred to the dividend reserve.
Management Board’s recommendation on 2023 profit distribution and dividend reserve
On 21 March 2024, the Management Board of Santander Bank Polska S.A. issued a recommendation on 2023 profit
distribution and dividend reserve, which was approved by the Bank’s Supervisory Board.
The Management Board proposed that the profit of PLN 4,672,978,361.27 earned in 2023 be distributed as follows:
PLN 3,504,071,577.06 to be allocated to dividend for shareholders;
PLN 87,042,000.00 to be allocated to the capital reserve;
PLN 1,081,864,784.21 to be left undistributed.
Furthermore, the Management Board recommended that PLN 1,056,637,506.76 of the dividend reserve be allocated
to dividend for shareholders.
The dividend to be paid out from the 2023 profit and from the dividend reserve totalled PLN 4,560,709,083.82.
Approval and payment of dividend
On 18 April 2024, the AGM of Santander Bank Polska S.A. distributed the profit and approved the dividend in
accordance with the recommendation of the Bank’s Management Board. The dividend was PLN 44.63 per share.
The dividend record date was 16 May 2024 and the dividend was paid on 23 May 2024.
More information on dividend payments is presented in Chapter VII “Investor Relations”.
Buyback of own shares
for the purpose of
Incentive Plan VII
Definition of buyback rules
On 16 February 2024, the Bank’s Management Board adopted a resolution on the buyback of own shares to pay out
awards for 2023 and deferred awards for 2022 payable in 2024 to the participants of Incentive Plan VII (Buyback
2023).
The maximum amount allocated to Buyback 2023 was PLN 72,357k. The maximum number of own shares to be
repurchased was 271k (representing approx. 0.27% of the Bank’s share capital and voting rights). Buyback 2023
was planned to take place in two periods: a) between 19 February 2024 and 29 March 2024 and b) between 2
May 2024 and 21 June 2024.
The Bank’s shares could be repurchased from capital reserve on the regulated market of the Warsaw Stock
Exchange (WSE) via the agency of Santander Brokerage Poland. The price of own shares subject to Buyback 2023
could not be lower than PLN 50 or higher than PLN 1,000. The Bank could repurchase not more than 25% of
average daily share volume traded in the period of 20 session days preceding the repurchase day.
The Management Board had the right to withdraw from Buyback 2023 at any time or close it early if the maximum
number of shares were repurchased or the maximum allocated amount was used before the set date.
Buyback process and performance of related obligations
To meet the obligations towards the participants of Incentive Plan VII (i.e. to pay out the awards payable in 2024),
from 19 February 2024 to 13 March 2024 the Bank bought back 134,690 own shares representing 0.132% of the share
capital and the total voting power. As the amount allocated to the buyback in 2024 was used in full, on 13 March 2024
the Bank’s Management Board closed the programme.
By 14 March 2024, instructions were made to transfer all 134,690 repurchased shares to the brokerage accounts of
the participants of Incentive Plan VII.
The above measures were taken with the KNF consent for the buyback of 2,331k own shares in the period between 1
January 2023 and 31 December 2033 to meet obligations towards the Bank’s employees arising from Incentive Plan
VII.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
10
Major corporate events in the reporting period until the release date of the report for 2024 (cont.)
Sale of a portion of Banco
Santander S.A.’s stake in
Santander Bank Polska
S.A.
On 10 September 2024, an accelerated book-building process was completed to sell a portion of ordinary bearer
shares in Santander Bank Polska S.A. held by the majority shareholder to qualified institutional investors.
The placement was exempt from the obligation to publish a prospectus as defined by relevant laws.
5,320,000 shares representing 5.21% of the company’s share capital were sold. The sale price per share was PLN 463.
Following the settlement of the sale transaction, Banco Santander S.A. holds the majority stake of 63,560,774 shares
in the company, representing 62.2% of its share capital.
The transaction was settled on 13 September 2024 on standard terms.
Bond issue programme
Change in the value of the bond issue programme and early redemption of bonds
On 19 February 2024, the Bank’s Management Board adopted a resolution to change the value of the bond issue
programme calculated as the nominal value of issued and outstanding bonds from PLN 5bn to PLN 10bn. Other issue
terms and conditions remained unchanged.
The Bank also decided to exercise a call option with regard to series 1/2023 non-preferred bonds in accordance with
their issue terms and conditions. The early redemption took place on the interest payment date, i.e. 31 March 2024,
and covered all the bonds issued, i.e. 3,800 bonds with the total nominal value of PLN 1.9bn.
The early redemption of bonds was made through the Central Securities Depository of Poland (KDPW) in accordance
with its regulations.
Issue of series 1/2024 senior non-preferred bonds
On 7 March 2024, the Bank’s Management Board decided to issue series 1/2024 unsecured senior non-preferred
bonds as part of the bond issue programme for the total nominal value of PLN 1.9bn.
The issue was settled on 2 April 2024. All the bonds were taken up by bondholders on the terms and conditions set
out in current report no. 15/2024 of 7 March 2024.
The nominal value per bond is PLN 500k. The bonds bear a floating rate equal to the sum of 6M WIBOR and the margin
of 1.50% per annum. The redemption date was set to 2 April 2027 subject to the Bank’s right to exercise a call option.
The bonds were classified as eligible liabilities as defined in the Polish Act of 10 June 2016 on the Bank Guarantee
Fund, deposit guarantee scheme and resolution.
Issue of series 2/2024 senior non-preferred bonds
On 17 September 2024, Santander Bank Polska S.A. decided to issue series 2/2024 unsecured senior non-preferred
bonds as part of the bond issue programme for the total nominal value of PLN 1.8bn.
The issue was settled on 30 September 2024. All the bonds were taken up by bondholders on the terms and conditions
set out in current report no. 35/2024 of 17 September 2024.
The nominal value per bond is PLN 500k. The bonds bear a floating rate equal to the sum of 6M WIBOR and the margin
of 1.4% per annum. The redemption date is 30 September 2027 subject to the Bank’s right to exercise a call option.
The bonds were classified as eligible liabilities as defined in the Polish Act of 10 June 2016 on the Bank Guarantee
Fund, deposit guarantee scheme and resolution.
Supervisory requirements
for own funds and eligible
liabilities (MREL)
Setting MREL for Santander Bank Polska Group
On 9 May 2024, the Management Board of Santander Bank Polska S.A. received a letter from the Bank Guarantee
Fund (BFG) with information about the joint decision taken with the resolution college of Santander Group set up by
the Single Resolution Board (SRB) on the minimum requirement for own funds and eligible liabilities (MREL).
MREL for Santander Bank Polska Group is 15.38% of the total risk exposure amount (TREA) and 5.91% of the total
exposure measure (TEM).
The Bank is obliged to meet the minimum MREL subordination requirement of 15.02% of TREA and 5.91% of TEM.
No requirement for capital add-on (P2G) to absorb potential losses resulting from the materialisation of stress
conditions
On 17 December 2024, the Management Board of Santander Bank Polska S.A. received a letter from the KNF stating
that as a result of the supervisory review and evaluation process the Bank’s sensitivity to the possible materialisation
of stress scenarios (affecting the level of own funds and risk exposure) was assessed as low.
The total capital add-on recommended under Pillar 2 offset by the capital conservation buffer is 0.00 p.p. on a
standalone and 0.00 p.p. on a consolidated basis.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
11
II. Basic information about the Bank and
Santander Bank Polska Group
1. History, ownership structure and profile
> History of Santander Bank Polska S.A. (key ownership events)
2001
>
Incorporation of Bank Zachodni WBK S.A. (BZ WBK S.A.) as a result
of a merger of Bank Zachodni S.A. with Wielkopolski Bank
Kredytowy S.A. (13 June 2001)
2011
>
Sale of all shares of Bank Zachodni
WBK S.A. held by AIB European
Investments Ltd. (70.36% of share capital and voting power) to
Banco Santander S.A. (1 April 2011)
>
Acquisition of 95.67% of share capital and voting power of BZ WBK S.A.
by Banco Santander S.A. in the tender offer for 100% of the Bank's
shares
2013
>
Merger of BZ WBK S.A. and Kredyt
Bank S.A. by way of acquisition
(transfer of all assets of the acquired bank to the acquirer in
exchange for newly issued series J shares allotted to shareholders
of Kredyt Bank S.A.) (4 January 2013)
2014
>
Acquisition of ordinary and preference shares of Santander
Consumer Bank S.A. (SCB S.A.) with its registered office in Wrocław
by BZ WBK S.A., representing 60% of the share capital of SCB S.A.
and 67% of votes at the General Meeting of SCB S.A. (1 July 201
4)
2018
>
Registration of the change of the Bank’s name from Bank Zachodni
WBK S.A. to Santander Bank Polska S.A. and its registered office
address from Wrocław to Warsaw in the National Court Register (7
September 2018)
>
Acquisition of a demerged part of Deutsche Bank Polska S.A. and 100%
of DB Securities S.A. along with registration of an increase in the share
capital of Santander Bank Polska S.A. by demerger shares (9 November
2018)
Ownership structure of share capital
Share capital
As at 31 December 2024, the share capital of Santander Bank Polska S.A. totalled PLN 1,021,893,140, divided into 102,189,314 ordinary bearer shares
with a nominal value of PLN 10 each.
The number of shares and votes held by individual shareholders as at the end of 2023 and 2024 is presented in the table included in Chapter XII
“Statement on corporate governance in 2024”, Section 2 “Issuer’s securities”.
Banco Santander S.A.
62. 20%
Non-controlling shareholders
37. 80%
Ownership structure of Santander Bank Polska share capital
as at 31.12.2024
Banco Santander S.A.
67.41%
Non-controlling shareholders
32.59%
Ownership structure of Santander Bank Polska share capital
as at 31.12.2023
As at 31 December 2024, Banco Santander S.A. held a controlling stake of 62.20% in the registered capital of Santander Bank Polska S.A. and in the total
number of votes at the Bank’s General Meeting. The remaining shares were held by the minority shareholders, of which, according to the information
held by the Bank’s Management Board, only Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) exceeded the 5% threshold in terms of share
capital and voting power.
The share of Banco Santander S.A. in the share capital of Santander Bank Polska S.A. decreased by 5.21 p.p. compared to the end of December 2023 and
June 2024 as a result of the sale of 5,320,000 shares in the Bank (representing a shareholding of 5.21%) as part of block trades executed on 11 September
2024 on the Warsaw Stock Exchange following the accelerated book-building completed on 10 September 2024. The sale price per share was PLN 463.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
12
Following the settlement of the sale transaction on 13 September 2024, Banco Santander S.A. holds the majority stake of 63,560,774 shares in the
company, representing 62.20% of its share capital.
Banco Santander S.A. has undertaken to comply with a 180-day post-closing lock-up period, subject to customary exemptions.
Banco Santander S.A. remains a long-term majority shareholder in the company. As Poland is one of its core markets, it will continue to support the
current strategy of the company and its strategic objectives for 2024–2026.
According to the information held by the Management Board, the ownership structure did not change in the period from the end of the financial year of
2024 until the date the Annual Report of Santander Bank Polska Group for 2024 was authorised for issue.
Majority shareholder
Since 2011, Santander Bank Polska S.A. has been a member of Santander Group, with Banco Santander S.A. as a parent entity.
Banco Santander S.A., having its registered office in Santander and operating headquarters in Madrid, is one of the largest commercial banks in the world
in terms of market capitalisation, with around 167 years of history. The bank is listed on the stock exchanges in Spain, Mexico, Poland, the USA and the
UK.
Santander Group specialises in retail banking, private banking, business and corporate banking, as well as asset management and insurance. The business
of the Group is geographically diversified, but it focuses on ten core markets: Spain, Poland, Portugal, the UK, Germany, Brazil, Argentina, Mexico, Chile
and the USA.
The Group’s operating model is based on three pillars: customer focus, global and local scale, and business and geographical diversification.
The primary level of segmentation, which is based on the Group’s management structure, comprises five operating segments: Retail & Commercial
Banking, Digital Consumer Bank, Corporate & Investment Banking, Wealth Management & Insurance and Payments. At the secondary level, which is
based on geographical presence, there are four operating segments: Europe, DCB Europe (consumer business, open platform), North America and South
America.
Santander Group’s global strategy is to be the best open financial services platform by acting responsibly and earning the lasting loyalty of people,
customers, shareholders and communities. Its purpose is to help people and businesses prosper while being Simple, Personal and Fair.
> Santander Group in numbers (as at 31 December 2024)
Profile of the organisation
Legal form
Santander Bank Polska S.A. with its registered office in Warsaw started operations in 1989 as one of the first universal commercial banks in post-war
Poland. Since 1993, it has been listed on the Warsaw Stock Exchange. After several ownership changes and more than 30-year presence on the Polish
banking market, it was the second largest bank in terms of market capitalisation and third in terms of total assets as at 31 December 2024.
8.0k
branches
172.5m
customers
206.8k
employees
EUR 1,837.1bn
total assets
EUR 107.3bn
total equity
EUR 67.6bn
market
capitalisation
EUR 1,348.4bn
total customer
funds
EUR 1,054.1bn
loans and advances
to customers
EUR 3,265m
net attributable
profit
2nd largest financial institution in the eurozone in terms of market capitalisation
(source: Financial Report of Santander Group for Q4 2024)
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
13
The Bank is a parent entity of Santander Bank Polska Group and forms a domestic bank holding group as defined in the Polish Banking Law Act together
with its related entities, including Santander Consumer Bank S.A. (a domestic subsidiary bank). It is also registered as a foreign bank holding group with
Spain-based Banco Santander S.A. as the ultimate parent entity. No financial support agreements referred to in Article 141t of the Polish Banking Law
Act have been concluded as part of the above-mentioned holding groups.
Santander Bank Polska S.A. operates in Poland and has standard business and operational relationships with foreign banks and financial institutions. It
also provides services to foreign customers and cooperates with Santander Group companies on a large scale. The Bank does not conduct active cross-
border operations in other countries.
Business model of Santander Bank Polska Group
Business profile
Santander Bank Polska S.A. is a universal bank which provides a full range of services for personal customers, SMEs, large companies, corporates and
public sector institutions. The Bank’s offer is modern, comprehensive and satisfies diverse customer needs with regard to bank accounts and credit,
savings, investment, settlement, insurance and card products. The financial services of Santander Bank Polska S.A. also include cash management,
payments, trade finance and transactions in the capital, money, FX and derivative markets, as well as underwriting and brokerage services.
The Bank continuously develops its product range to ensure that solutions offered to customers are transparent, simple, digital, flexible and available in
self-service channels. It offers unique solutions which are developed within Santander Group based on its global presence, infrastructure and market
potential. Customers are provided with comprehensive services in traditional sales channels and in technologically advanced remote channels. The Bank’s
outlets are located Poland-wide.
The Bank’s own product range is complemented by specialist products offered by its group of related companies, including: Santander Towarzystwo
Funduszy Inwestycyjnych S.A., Santander Leasing S.A., Santander Factoring Sp. z o.o., Santander Allianz Towarzystwo Ubezpieczeń S.A. and Santander
Allianz Towarzystwo Ubezpieczeń na Życie S.A. In cooperation with all these companies, the Bank provides its customers with access to investment
funds, asset portfolios, insurance, leasing and factoring products.
Santander Consumer Bank S.A. and its subsidiaries form a separate business segment with its own customer base, product range and distribution
channels. It offers credit facilities to households, mainly in the consumer finance and car finance sectors. It also provides financing to businesses, mainly
car dealers and importers. Santander Consumer Bank Group offers consumer loans, car finance through car loans, lease and factoring, credit facilities for
car dealers, retail and business deposits and insurance products.
As at 31 December 2024, Santander Bank Polska Group provided banking services to 7.5m customers, including 1.5m customers of Santander Consumer
Bank S.A.
Group’s strengths
Santander Bank Polska Group has stable sources of funding, solid capital and liquidity position and a diversified asset portfolio. The Group’s competitive
edge is built on a clear and consistent strategic vision focused on customers and employees and continuous improvement of quality, effectiveness and
security of processes through their simplification and digitalisation. What also gives the Group an advantage is an effective and simple business model,
robust risk management system, extensive and diversified business profile, functional and well-integrated distribution channels as well as membership
in Santander Group. The Group also greatly contributes to sustainable development through undertaking measures to reduce emissions, financing
sustainable goals and building the ESG culture.
The business scale, quality of products and services, pursuit of operational excellence and strong focus on building lasting relationships with customers
and employees allow the Group to compete successfully with the largest players in the Polish banking market, while supporting the economic, social
and environmental development.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
14
2. Value creation at Santander Bank Polska Group
> Value creation at Santander Bank Polska Group
Customers, employees and their needs are at the heart of all measures taken by Santander Bank Polska Group. The products, processes and
communication channels are created using the service design methodology in order to continuously increase the satisfaction of customers and employees
and build lasting relationships with them based on trust.
Employees are key to creating value for customers. The Group gives priority to developing a friendly work environment and corporate culture by
promoting cooperation and inclusion and increasing the motivation, engagement and professionalism of employees.
The Group provides top quality services and solutions based on the latest technologies, innovation and open platforms. Security, stability of systems and
sustainable and socially responsible development are key aspects of the Group’s business model and strategy. The Group conducts its business activity
taking into consideration the interests of all stakeholders, including shareholders and communities.
The value creation model is the cornerstone of the Group’s strategy for 2024–2026 “We help you achieve more”, which consists of three strategic
directions: Total Experience, Total Digitalisation and Total Responsibility. For more information, please see Chapter IV “Development strategy”.
In the value creation process, the Group uses
the following types of capital:
The resources and results of management of individual types of capital are presented in the
following sections of this Management Board Report:
Human capital
Chapter V “Relations with employees”
Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2024”
Social and relationship-building capital
Chapter V “Relations with employees”
Chapter VI “Relation with customers”
Chapter VII “Investor relations”
Chapter XII “Statement on corporate governance in 2024”
Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2024”
Intellectual and infrastructure capital
Chapter V “Relations with employees”
Chapter XI “Organisational and infrastructure development”
Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2024”
Financial capital Chapter X “Financial performance in 2024”
Environmental capital Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2024”
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
15
3. Position of Santander Bank Polska S.A. and its Group in the Polish
banking sector
Position in the banking sector
Santander Bank Polska S.A. is ranked among the top three banks in the Polish banking sector (together with PKO BP S.A. and Pekao S.A.) and is the largest
private bank in Poland.
According to the interim reports for the quarter ended 30 September 2024, which at the date of authorisation of this Management Board report for issue
were the most up-to-date source of comparable data on the performance of banks listed on the Warsaw Stock Exchange (WSE), Santander Bank Polska
S.A. – including its subsidiaries and associates – was Poland’s second largest banking group in terms of total equity and market capitalisation and third
largest one in terms of total assets, net loans and customer deposits.
511,510
324,411
290,926
254,420
238,574
158,955
135,588
PKO BP
PEKAO
Santander
Bank Polska
ING BSK mBank BNP Paribas Millennium
Total assets (PLN m) of Santander Bank Polska Group
as at 30.09.2024 against the peer group
50,445
33,927
30,657
16,230
15,327
14,307
7,645
PKO BP Santander
Bank Polska
PEKAO
ING BSK
mBank BNP Paribas Millennium
Total equity of Santander Bank Polska Group
(PLN m) as at 30.09.2024 against the peer group
404,089
251,263
217,770
216,293
193,500
122,548
113,981
PKO BP PEKAO Santander
Bank Polska
ING BSK mBank BNP Paribas Millennium
Customer deposits of Santander Bank Polska Group
(PLN m) as at 30.09.2024 against the peer group
257,986
172,496
171,846
164,616
123,832
86,397
75,542
PKO BP
PEKAO Santander
Bank Polska
ING BSK mBank BNP Paribas Millennium
Customer loans and advances of Santander Bank Polska Group
(PLN m) as at 30.09.2024 against the peer group
Share in key market segments
According to the NBP statistics on the banking market, as at the end of December 2024 Santander Bank Polska Group had a 12.9% share in the credit
market (12.4% as at 31 December 2023) and 11.2% in the deposit market (11.0% as at 31 December 2023).
The Group operates in the factoring and leasing markets via its subsidiaries, holding a market share of 10.0% and 9.5%, respectively, as at 31 December
2024 (according to the Polish Factors Association and the Polish Leasing Association). In the same period, the Group’s share in the retail investment fund
market was 10.7% (according to Analizy Online).
* Total share of Santander Leasing S.A. and Santander Consumer Multirent Sp. z o.o.
** Share in the retail investment fund market.
10.7%**
share in the investment
fund market
9.5%*
share in the leasing
market
10.0%
share in the factoring
market
11.2%
share in the deposit
market
12.9%
share in the credit
market
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
16
4. Structure of Santander Bank Polska Group
> Subsidiaries and associates of Santander Bank Polska S.A. as at 31 December 2024
1) As a result of the formation of the automotive manufacturing corporation Stellantis N.V. in 2021 in a merger of the Italian–American conglomerate Fiat Chrysler Automobiles and the French Groupe PSA, on 3 April
2023 PSA Finance Polska Sp. z o.o. and its wholly-owned subsidiary, PSA Consumer Finance Polska Sp. z o.o., were renamed Stellantis Financial Services Polska Sp. z o.o. and Stellantis Consumer Financial Services
Polska Sp. z o.o., respectively. Stellantis Financial Services Polska Sp. z o.o. is a subsidiary undertaking for the purposes of consolidated financial reporting as it is controlled by Santander Consumer Bank S.A. (directly)
and Santander Bank Polska S.A. (indirectly). Under the terms of the framework agreement, Santander Consumer Bank S.A. (SCB S.A.) has the right to make decisions regarding key areas such as financing and risk
management. In practice, the Bank has ability to direct activities that significantly affect investment returns and is exposed to potential risks (e.g. losses) and benefits (e.g. dividends).
2) SC Poland Consumer 23-1 Designated Activity Company (DAC) is a special purpose entity (SPE) incorporated in Dublin on 17 June 2022 for the purpose of securitising a part of the retail loan portfolio of Santander
Consumer Bank S.A. (SCB S.A.) The SPE does not have any capital connections with SCB S.A., which nevertheless exercises control over the entity in accordance with IFRS 10.7. based on contractual rights. The
combined stipulations of Servicing Agreement and Asset Transfer Agreement give SCB S.A. power over the management and operations of the SPE. In addition, the entity relies on SCB S.A. for access to financing and
guarantees as well as technology, know-how and other resources, which further enhances the controlling power of the Bank.
3) The owners of Santander Towarzystwo Funduszy Inwestycyjnych S.A. (Santander TFI S.A.), i.e. Santander Bank Polska S.A. and Banco Santander S.A., are members of global Santander Group and hold an equal stake
of 50% in the company’s share capital. Santander Bank Polska S.A. exercises control over Santander TFI S.A. within the meaning of the International Financial Reporting Standard 10 (IFRS 10) because it has a practical
ability to {unilaterally} direct the relevant activities of Santander TFI S.A. Furthermore, it significantly affects the company’s operations and returns as the major business partner and distributor of investment
products. At the same time, through its ownership interest, Santander Bank Polska S.A. is exposed and has right to variable returns generated by Santander TFI S.A. Considering the guidance provided in IFRS 10 par.
B18, the Bank’s Management Board concluded that, having regard to legal requirements concerning Santander TFI S.A. and its operations, the Bank has a practical ability to unilaterally direct the relevant activities
of Santander TFI S.A. even if it does not have a contractual right to do so. The Bank can have a real impact on the composition of the Supervisory Board and through it – on the composition of the Management Board
of Santander TFI S.A. and these governing bodies decide on the relevant activities of Santander TFI S.A. It should therefore be concluded that by having power and right to variable returns (benefits), the Bank has
control over Santander TFI S.A.
Santander Bank Polska S.A.
Santander Factoring Sp. z o.o.
100%
Santander Leasing S.A.
100%
Santander F24 S.A.
100%
Santander Finanse Sp. z o.o.
100%
Santander Inwestycje Sp. z o.o.
100%
Santander Consumer Multirent Sp. z o.o.
100%
Stellantis Financial Services Polska Sp. z o.o.
1)
50%
Santander Consumer Bank S.A.
60%
SC Poland Consumer 23–1 DAC
2)
0%
Santander Towarzystwo Funduszy
Inwestycyjnych S.A.
3)
50%
POLFUND
– Fundusz Poręczeń Kredytowych S.A.
50%
Santander Allianz
Towarzystwo Ubezpieczeń na Życie S.A.
49%
Santander Allianz
Towarzystwo Ubezpieczeń S.A.
49%
SCM Poland Auto 2019–1 DAC
0%
Santander Consumer Financial
Solutions Sp. z o.o.
100%
Stellantis Consumer Financial Services
Polska Sp. z o.o.
1)
100%
Legend:
%
Share of Santander Bank Polska S.A. in the
company’s capital
Subsidiaries
(consolidated with Santander Bank Polska S.A.)
Associates
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
17
Subsidiaries
As at 31 December 2024, Santander Bank Polska Group comprised Santander Bank Polska S.A. and the following subsidiaries:
1. Santander Consumer Bank S.A. (SCB S.A.)
2. Santander Consumer Multirent Sp. z o.o. (SCM Sp. z o.o. – subsidiary of SCB S.A.)
3. Santander Consumer Financial Solutions Sp. z o.o. (subsidiary of SCM Sp. z o.o.)
4. SCM Poland Auto 2019-1 DAC (subsidiary of SCM Sp. z o.o.)
5. SC Poland Consumer 23-1 DAC (subsidiary of SCB S.A.)
6. Stellantis Financial Services Polska Sp. z o.o. (subsidiary of SCB S.A.)
7. Stellantis Consumer Financial Services Sp. z o.o. (subsidiary of Stellantis Financial Services Polska Sp. z o.o.)
8. Santander Towarzystwo Funduszy Inwestycyjnych S.A.
9. Santander Finanse Sp. z o.o.
10. Santander Factoring Sp. z o.o. (subsidiary of Santander Finanse Sp. z o.o.)
11. Santander Leasing S.A. (subsidiary of Santander Finanse Sp. z o.o.)
12. Santander F24 S.A. (subsidiary of Santander Finanse Sp. z o.o.)
13. Santander Inwestycje Sp. z o.o.
Compared with 31 December 2023, the list of subsidiaries of Santander Bank Polska S.A. did not change.
All subsidiaries of Santander Bank Polska Group as at 31 December 2024 are consolidated with the Bank in accordance with IFRS 10.
Associates
In the consolidated financial statements of Santander Bank Polska Group for 2024, the following companies are accounted for using the equity method
in accordance with IAS 28:
1. Santander Allianz Towarzystwo Ubezpieczeń S.A.
2. Santander Allianz Towarzystwo Ubezpieczeń na Życie S.A.
3. POLFUND – Fundusz Poręczeń Kredytowych S.A.
Compared with 31 December 2023, the list of associates did not change.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
18
III. Macroeconomic situation in 2024
Economic growth
Polish GDP expanded by 2.9% in 2024, thus returning to a pace close to its potential growth (i.e. around 3%) after the stagnation of 2023. GDP growth
was driven by a recovery in private consumption, which increased by 3.1% and accounted for more than half of the overall expansion. The recovery in
consumer activity, seen particularly well in the data for the first half of the year, slowed unexpectedly in the third quarter, raising concerns about further
growth prospects, but preliminary full-year GDP data suggest that this was only a one-off disruption to the trend. Investment growth was modest at
1.3% in 2024, partly because it was still an early stage of the EU's financial perspective for 2021-2027, and inventory growth added 0.5 p.p. to overall
GDP growth. The economic weakness of Poland's Western trading partners, primarily Germany, coupled with the recovery in domestic demand for
imported goods, resulted in net exports reducing Polish GDP growth by 0.9 p.p.
Labour market
The labour market situation remained relatively stable, although a slight weakening could be seen over the year. The number of unemployed, both the
Labour Force Survey measure and the one based on labour office registers, increased slightly, and the number of jobs in the private sector, primarily in
manufacturing, went down. Despite this, the registered unemployment rate remains close to historical lows of around 5%, and in LFS terms it stands at
3%, which makes it the second lowest in the European Union. Wage growth remained at double-digit levels and, thanks to the fall in inflation, it averaged
over 7% YoY in real terms.
Inflation
CPI inflation was declining at the beginning of the year and reached a minimum of 2.0% YoY in March. It picked up in the following months, partly due to
the reinstatement of VAT on food. Changes in household energy prices in July pushed CPI inflation up to 4.2% YoY, i.e. outside the +/-1 percentage point
tolerance band around the 2.5% YoY target and CPI remained above 4% YoY until the end of the year. The drought and the base effect (extension of the
eligibility for free medicines introduced in September 2023) also contributed to the rise in inflation. The average annual CPI inflation was 3.6%. In the
first half of the year, core inflation declined but rebounded slightly in the second half, ending the year at 4.0% YoY.
Monetary policy
The Monetary Policy Council has kept rates unchanged since the end of 2023, including the NBP reference rate at 5.75%. Although inflation continued to
surprise downwards in the first half of 2024, a reluctance to change rates had built up within the Council. This stance was justified initially by high
regulatory and fiscal uncertainty and later by the projected rise in inflation above the inflation target. In the third quarter, a number of MPC members
began to hint at the possibility of starting to cut rates once the NBP's March 2025 projection was known, provided that it showed a gradual decline in
inflation towards the target and current inflation readings confirmed the end of its build-up. However, towards the end of the year, the MPC's stance
evolved again towards increased caution, with statements from NBP Governor Adam Glapiński suggesting that the prospect of the start of rate cuts had
moved further away, possibly even to 2026, following the government's decision to maintain the energy price freeze only until September 2025.
Source: GUS, NBP, Santander
-10
-5
0
5
10
15
20
4Q14
2Q15
4Q15
2Q16
4Q16
2Q17
4Q17
2Q18
4Q18
2Q19
4Q19
2Q20
4Q20
2Q21
4Q21
2Q22
4Q22
2Q23
4Q23
2Q24
4Q24
SELECTED MACROECONOMIC INDICATORS
GDP (%YoY) Current account balance (% GDP)
CPI (%YoY) Employment in corporate sector (%YoY)
Real wages in corporate sector (%YoY)
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
19
Credit and deposit market
In 2024, the credit market was in a phase of moderate recovery and grew by 5% after zero growth in 2023. At the beginning of the year, high activity was
recorded in the mortgage market, which was due to the introduction of the 2% Safe Mortgage government programme in July 2023. After the
programme’s budget was exhausted, market activity decreased but remained at a solid level. Throughout the year, the value of new PLN-denominated
mortgage originations amounted to almost PLN84bn, which is only slightly less than the all-time high recorded in 2021. At the end of the year, the
volume of mortgage loans was 3.3% higher than the year before. Throughout the year, the consumer loan market was gaining momentum and it broke
monthly sales records several times. In the whole 2024, contracts for new loans worth a record amount of PLN108bn were signed in the banking sector,
a quarter more than a year earlier. At the end of the year, the consumer loan portfolio was 6% larger than in 2023. Similarly, the corporate loan market
gradually gained strength during the year, the portfolio increased by approximately 5.5% and new loan sales amounted to PLN165bn, which was a record
value.
Deposit growth was quite stable at around 8% YoY. Term deposits increased by approximately 5% and current deposits by 10%. The increase in deposits
came mainly from the increase in net foreign assets in the banking sector, although it was also supported by accelerating loan growth.
Financial markets
The first half of 2024 in financial markets was characterised by a gradual decline in the size of rate cuts expected to be delivered by the Fed and the ECB.
The decline in monetary policy easing expectations was related to persistently high inflation (with expectations of its slow decline), solid labour market
data in the US, as well as slightly better data from the eurozone. This tendency to retreat from the valuation of numerous rate cuts was reversed in the
middle of the year, when fears of a stronger deceleration in the US economy temporarily built up. Those concerns led to the Fed surprising the market
with a cut of 50 b.p. in September. In the autumn, however, strong data returned in the US, followed by reduced expectations about the scale of monetary
easing by major central banks. The ECB began cutting rates in June and made three more cuts by the end of 2024, totalling 135 b.p. for the benchmark
rate and 100 b.p. for the deposit rate. The Fed moved to the monetary easing phase in September and also cut rates at the remaining meetings of 2024,
i.e. in November and December. In total, US interest rates were reduced by 100 b.p. last year. The second key factor affecting sentiment in financial
markets was the uncertainty surrounding the US presidential and parliamentary elections and the impact on asset prices of expected changes in the
country's economic policy following the victory of Donald Trump and the Republicans. The EURUSD exchange rate remained in the 1.06-1.10 range until
the end of July, before breaking higher for two months on a wave of fears of a US recession, and before moving into a downtrend at the end of September,
which lasted until the end of the year and ended near 1.03.
The zloty remained relatively stable against the euro and reacted to a limited extent to changes in market sentiment and shifts in the EURUSD exchange
rate. The EURPLN exchange rate oscillated between 4.25 and 4.40. This stability of the Polish currency was supported by the unblocking of EU funds for
Poland, the relatively hawkish tone of the National Bank of Poland with the prospect of a later start of interest rate cuts than in the euro area, and an
increase in real interest rates along with a decrease in inflation. In the case of USDPLN, volatility was higher – the range of fluctuations in the first half of
the year was 20 cents wide (3.90-4.10) and in Q4 there was an upward movement in the exchange rate of around 35 cents (from around 3.80 to 4.15).
In the domestic interest rate market, as in the core markets, expectations for interest rate cuts diminished rapidly in Q1. In contrast, the opposite occurred
in Q3, and by the end of the year markets saw a renewed reluctance of the MPC to cut rates quickly and extensively. The range of fluctuations over the
course of the year in FRA rates covering outlying periods reached around 150 b.p. In the case of IRS rates, fluctuations in the first months of the year had
a range of 100-125 b.p. Domestic bond yields fluctuated to a lesser extent despite large Treasury debt issues. In the last four months of the year, the
increase in yields was already more pronounced at around 60 bps along the entire length of the yield curve. 2Y yields ended 2024 at 5.20%, 30 bps higher
than they started it, while 10Y yields rose by nearly 100 bps during the year, from around 5% to just under 6%. The yield curve therefore steepened from
around +30 b.p. to +70 b.p. The 3M WIBOR rate remained very close to 5.86% throughout the year.
Source: Bloomberg, Santander
2
3
4
5
6
7
8
9
10
Jan 22
Feb 22
Mar 22
Apr 22
May 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
YIELDS OF POLISH TREASURY BONDS (%)
2Y 5Y 10Y
3.60
3.70
3.80
3.90
4.00
4.10
4.20
4.30
4.40
4.50
4.60
4.70
4.80
4.90
5.00
5.10
4.20
4.30
4.40
4.50
4.60
4.70
4.80
4.90
5.00
Jan 22
Feb 22
Mar 22
Apr 22
May 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
EXCHANGE RATE OF THE ZLOTY VS THE EURO AND THE
DOLLAR
EURPLN
USDPLN (rhs)
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
20
Stock market
2024 was not a particularly successful year for the Warsaw Stock Exchange. While some of the indices hit new all-time highs in the first half of the year,
they started to lag behind the major global stock markets thereafter. Declining since May, the Polish stock exchange was finally outperformed by other
emerging markets. In July, it took another hit from shifting sentiments related to the US presidential campaign, as polls swung clearly in favour of Donald
Trump after J.D. Vance, a fierce opponent of aid for Ukraine and the continuation of the war, was named vice-presidential nominee. As there were no new
capital inflows and foreign investors became more risk-averse, the WSE indices closed the year well below their global counterparts. WIG, a broad-based
index, gained a mere 1.42%, while WIG20 lost 6.44%. On the other hand, SME indices – sWIG80 and mWIG40 – grew by 3.01% and 5.82%, respectively.
The market expectations were higher as all the above indices reached new highs in 2024, but failed to stay at those levels until the end of the year.
Political and economic developments in Poland were yet another headwind to the Warsaw floor. Replacement of board members in state-owned
companies dominating the Polish stock market was not smooth and revealed many irregularities. Meanwhile, the inflationary pressure persisted due to
increasing expenses driven by higher energy prices, making any real debate on interest rate cuts impossible.
Against this background, the prospects of global economic growth in 2025 with the new US president at the helm remain uncertain. With the presidential
elections on the horizon, the Polish economy will require further measures to be taken to stimulate the growth as high interest rates continue to impede
the investment demand, the second key indicator of the country’s economic power next to consumption.
Legal environment of the banking sector
The table below shows the selected legislation which came into effect in 2024 and impacted the financial sector in Poland.
Act or regulation Effective date Selected regulations affecting the financial sector
Act of 26 May 2023 on state aid for
saving for housing purposes
1 July 2023;
part of
provisions: 1
January and 1
March 2024
The act introduced 2% Safe Mortgage with state-subsidised repayments and a
housing account with a bonus from the state budget.
It limited the assignment of reservation and development agreements.
Regulation (EU) 2022/2554 of the
European Parliament and of the
Council of 14 December 2022 on
digital operational resilience for
the financial sector and amending
Regulations (EC) No 1060/2009,
(EU) No 648/2012, (EU) No
600/2014, (EU) No 909/2014 and
(EU) 2016/1011 (“DORA”)
17 January 2025
The regulation requires financial entities to set relevant roles and responsibilities in
relation to ICT risk management.
It introduces:
an obligation to adopt a dedicated ICT risk management policy and strategies, in
particular: business continuity policy, audit plans, digital operational resilience
strategy;
a requirement to develop and regularly update ICT risk scenarios and a list of
threats;
an obligation to test digital resilience, including to test regularly all key ICT
systems and tools in terms of vulnerability, performance, security, etc.
It governs the relationships with ICT service providers and establishes the rule for
sharing and exchanging information about ICT risks between financial institutions and
service providers.
Act of 7 July 2023 amending certain
acts to limit certain effects of
identity theft
1 June 2024
The act introduces a possibility to lock the PESEL number.
Starting from 1 June 2024, the entities specified in the act (banks, payment service
providers, payday lenders, etc.) must verify whether the customer’s PESEL number
has not been locked before they enter into certain types of agreements or pay out
cash in the amount exceeding three times the minimum salary.
Act of 12 April 2024 amending the
Act on support for mortgage
borrowers in financial distress and
Act on crowdfunding for business
and support for borrowers
15 May 2024
The act introduced a solution known as payment holidays for 2024 for borrowers who
met the following criteria: had a PLN mortgage loan of up to PLN 1.2m and had at
least three dependants or met an income criterion (the instalment to income ratio of
min. 30%).
Borrowers could suspend two loan instalments in Q3 and two loan instalments in Q4
2024.
Act of 14 June 2024 on the
protection of whistleblowers
25 September
2024; part of
provisions: 25
December 2024
The act transposes Directive (EU) 2019/1937 of the European Parliament and of the
Council of 23 October 2019 on the protection of persons who report breaches of Union
law.
According to the act, a whistleblower is an individual who reports or publicly discloses
information on breaches acquired in a work-related context.
The act defines the conditions for protecting persons who report or publicly disclose
information on breaches, protection measures, rules on establishing an internal
procedure for reporting breaches and taking follow-up actions, rules on reporting
breaches to public authorities, and rules on publicly disclosing information on
breaches.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
21
Act or regulation Effective date Selected regulations affecting the financial sector
Amendment of the Act on special
arrangements related to flood
recovery and certain other acts
5 October 2024
The act introduces non-repayable support for borrowers affected by the flood.
Home loan borrowers (as defined by the Act on support for borrowers) whose
mortgaged property has been damaged by the flood or is temporarily uninhabitable
can apply for financial aid and have 12 monthly principal and interest instalments
repaid from the Borrowers Support Fund. The equivalent PLN amount is to be
transferred by Bank Gospodarstwa Krajowego to an account indicated by the lender.
Act of 12 July 2024 on the provisions
introducing the Electronic
Communications Law Act
10 November
2024
The act introduces significant changes for businesses using electronic communication
channels for marketing activities, requiring them to review existing marketing
consents. It supersedes the previous legislation applicable in this respect, including
the Telecommunications Law Act and Article 10 of the Act on providing services by
electronic means.
The new legislation requires that a separate consent be obtained for each marketing
communication channel (e.g. phone, email or text message). Consent must be freely
given, informed, specific and unambiguous.
The Electronic Communications Law (ECL) applies both to consumers and businesses,
which means that B2B prospecting activities must meet the same requirements.
Existing consents remain valid if they meet the requirements of ECL and GDPR. They
still have to be reviewed by the controllers to make sure they comply with the new
standards.
Users should be able to easily withdraw their consents at any time.
Bill amending the Act on the
national cybersecurity system and
certain other acts
Q4 2024/ 2025
The planned amendment of the act:
extends the list of entities of the national cybersecurity system to include new
economic sectors;
imposes obligations related to cybersecurity risk management in accordance
with the NIS2 Directive (including on essential and important entities);
enables essential and important entities to report incidents to relevant sectoral
and national CSIRTs via an ICT system of the minister responsible for
digitalisation;
increases supervisory powers of authorities responsible for cybersecurity;
introduces new administrative sanctions for essential and important entities in
case they fail to perform their statutory obligations;
introduces a national response plan for large-scale cybersecurity incidents and
crises.
Regulation of the Minister of Finance
of 6 May 2024 on detailed rules for
organisational separation of the
bank’s brokerage activities and
activities that can be performed by a
separate organisational unit or other
units of the bank
(Journal of Laws of 2024, item 718)
28 May 2024
(selected
provisions: 28
November 2024)
The regulation supersedes the existing legislation in this respect and sets the rules
for organisational separation of brokerage activities from other operations
performed by the bank.
The key updates include:
Identification of permitted areas of cooperation between the brokerage office
and the bank (AML, IT systems, GDPR, tax law, target markets, etc.).
Refinement of provisions on protecting information subject to professional
secrecy exchanged as part of the above cooperation subject to strict confidence
and procedural safeguards.
A requirement for a mandate to be issued to perform certain activities.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
22
Act or regulation Effective date Selected regulations affecting the financial sector
Regulation of the Minister of Finance
of 24 September 2024 on detailed
technical and organisational
conditions for investment firms,
state-owned banks conducting
brokerage activities, banks referred
to in Article 70(2) of the Act on
trading in financial instruments, and
custodian banks (Journal of Laws of
2024, item 1423)
28 September
2024
The regulation supersedes the previous legislation and generally repeats the
existing rules. The main changes refer to the compliance function, control and
internal audit of activities performed under Article 113(1) of the Act on trading in
financial instruments.
The compliance function covers all brokerage activities performed by the bank
irrespective of the execution venue.
The internal audit of activities referred to in Article 113(1) of the Act on trading
in financial instruments should be performed by the bank’s internal audit unit
operating at the level of the bank rather than the brokerage office.
The internal control system should be based on three lines of defence: the first
line at the bank (business units), the second line at the brokerage office
(compliance units) and the third line at the bank (internal audit).
Regulatory recommendations and
guidelines Effective date Selected guidelines affecting the financial sector
New Recommendation S on best
practice in the management of
mortgage-backed credit exposures
1 July 2024
New Recommendation S introduces the following:
state-guaranteed home loan;
home loan with state-subsidised interest payments;
interest rate increase buffer to be used in repayment capacity calculations;
new expectations regarding prepayment models and information for customers
about risks connected with mortgage loans.
New Recommendation U 1 July 2024
The purpose of the recommendation is to ensure appropriate value for customers in
terms of insurance products, specifically payment protection insurance.
New requirements have been introduced in relation to the marketing of insurance
products (including group insurance plans) as part of bancassurance activities.
Processes related to the offering of insurance products must be monitored as part of
the internal control system and the risk management system.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
23
IV. Development strategy
1. Purpose, aim, values and strategic objectives
At the end of 2023, the Bank’s Management Board adopted the strategy of Santander Bank Polska Group for 2024–2026, which is a continuation of the
previous course of action and is based on the same values and assumptions as applied before.
The Group’s purpose is to help customers and employees prosper with an aim to become the most profitable bank in Poland.
> Strategy of Santander Bank Polska Group for 2024–2026
Strategic directions
The Group’s strategy for 2024–2026 “We help you achieve more” has been developed to meet the priorities of the Bank as a modern organisation. It is
based on three strategic directions: Total Experience, Total Digitalisation and Total Responsibility.
Its key pillar is Total Experience, which is focused on maximising customer and employee experience. The second one, i.e. Total Digitalisation means
further development of digital service channels for customers and an effective digitalised work environment for employees. The third one, which is Total
Responsibility,
reflects the Bank’s responsible business agenda and covers both environmental and social aspects.
When setting the strategic directions, the Group also defines strategic objectives and key success measures that let it track the progress in delivery of the
strategy.
Purpose
Aim
Values
To help customers and employees prosper
To be the best open financial services platform by
acting
responsibly and earning the lasting loyalty
of employees, customers, shareholders and
communities
Simple | Personal | Fair
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
24
Total Experience
It stands for:
A unique corporate culture where customer experience (CX) and employee experience (EX) are equally important.
A unique process of designing solutions together with users, focusing on people needs, which lays at the heart of our competitive advantage.
We also ensure pragmatic value and positive emotional connection with customers and employees.
How do we embrace this direction?:
We combine CX and EX to increase the synergy of our actions:
• We have created an integrated TX approach. This is how we design and deliver unique experience to our customers and employees. This
will make us joyfully brave, happily human and seriously impactful.
We care about fundamentals:
• We are surprisingly simple, as we streamline processes, solutions, documents and communication for customers and employees.
• We care about work-life balance, competitive remuneration and physical and mental wellbeing of our employees.
We develop tools:
• We always take into account employee perspective when designing solutions for customers. The experience of one group does not
negatively affect the experience of the other.
• We strengthen process ownership based on comprehensive customer and employee experience: Total Experience Ownership.
We are transforming our culture:
• We strengthen the corporate culture of Santander Group based on cooperation, trust, diversity, empowerment and continuous
development.
• We build the culture of cooperation in the spirit of One Team, promoting experimentation and continuous improvement.
• We support leadership as the key element in building a human-centred organisation.
We are becoming a Love Brand:
• We support customers and employees by communicating with them using emotional differentiators.
• We design and test products and services with customers and employees based on TX Guide.
Total Digitalisation
The scope of this direction includes:
The digital business model is developed on the basis of the following objectives:
• We deliver the best digital experience to our customers and employees, making it unique. This will make us joyfully brave, happily human
and seriously impactful.
• We strengthen process ownership – business owners have greater decision-making powers in managing all customer and employee
paths (sales, post sales, internal processes). To this end, they use KPIs, monitoring and budget.
• We ensure digital, end-to-end self-service of all processes, unless it is not cost-effective or customers prefer in-branch or remote service
(Optichannel).
• We maximise customer and employee self-service. We migrate customers to digital self-service, and at the same time provide them with
assistance in traditional channels.
• We leverage personalised communication, digital proposition and 360º customer view (hyperpersonalisation) to make us joyfully brave,
happily human and seriously impactful in Optichannel.
• We have open APIs – we design all interfaces from scratch to speed up delivery to external partners.
• We use artificial intelligence and machine learning to support cost and operational efficiency.
Reduced Time to Value:
• We accelerate Time to Value and Time to Market without compromising on quality.
• We ensure a flexible approach to experiments according to the needs of their owners.
• We implement and use modern layers of integration and data access (New Backends).
Relationships with employees and customers:
• We have all the necessary information about customer preferences and behaviours to provide them with a smooth and personalised
service path.
• We wish to maintain interpersonal relationships with customers, especially through branches, managers and product experts (BCB and
CIB). At the same time, we help customers settle into the digital world.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
25
•
Our customers are not afraid to give us their data.
• We provide excellent quality paths that make customers and employees want us to be their partner in non-banking services. That said,
our services include more than just banking.
Total Responsibility
Our objectives as part of this direction are based on the ESG areas:
E (Environmental):
• We are a role model in terms of sustainability and transformation.
• We help and guide customers through green transition.
• We build business networks, finding trusted partners and helping them arrange finance.
S (Social):
• We support society by providing education, preventing financial exclusion and making social investments.
• We provide comprehensive communication on our social activities that build the awareness of our impact.
• We promote equality and diversity among employees.
• We counteract digital exclusion, offering friendly digital products and advising customers.
• We ensure a high level of cybersecurity and transparent communication with customers, talking straight about risks.
G (Governance):
• We live up to our commitments to all stakeholders and are transparent about our plans and activities.
• Our regulatory compliance ensures security and stability, whereby we can strengthen customer trust.
• We talk with regulators and industry organisations about new legislative directions that favour a sustainable transition.
Ambitions of Santander Bank Polska Group as part of the strategy for 2024–2026
In view of dynamic and complex changes in the macroeconomic conditions, the strategy of Santander Bank Polska Group is regularly verified, which helps
take prompt action in response to market trends and other developments in the fast changing environment.
The priorities set in the strategy are met in line with the strategic initiative agenda. In 2024, the strategy was kept unchanged and all objectives were
delivered.
Sustainability as an integral part of the Group’s development strategy
Sustainability is one of the key and integral elements of Santander Bank Polska Group strategy for 2024–2026.
The three strategic directions: Total Experience, Total Digitalisation and Total Responsibility have their own independent objectives but complement each
other at the same time.
Return on Equity (ROE) TOP3 for the Polish banking sector 20.4% 20.3%
NPS TOP3 for the Polish banking sector TOP3 for the Polish banking sector
Employer Certificate Maintaining certification Top Employer Certificate maintained
Total Capital Ratio Dividend triggering level 17.68% 18.65%*
Cost of Risk (CoR) 70-90 p.b. 0.58% 0.72%
Cost to income ratio <35% 29.6% 29.5%
Dividend payout Dividend payment in the amount PLN 4.56bn PLN 2.38bn
permitted by the regulator
KPI
Performance
*Data include profits classified as own funds in accordance with the applicable EBA guidelines.
Source: NPS, Top Employer Certificate and the level of dividend payments are bank data. Other figures are based on consolidated figures excluding Santander Consumer Bank S.A.
Ambition
2024 2023
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
26
Sustainability is predominantly a part of the Total Responsibility agenda, which sets commitments in terms of stakeholder value creation based on a
sustainable business model and analysis of relevant ESG issues, opportunities and risks. A detailed scope of the direction is described in the section
"Integrating Sustainability Goals into Strategy for 2024-2026".
Key achievements in 2024
TOTAL EXPERIENCE
Actions delivered in 2024
as part of the TOTAL
EXPERIENCE direction
The new strategic direction, its objectives and indicators were communicated to employees. A range of
information and education activities were carried out, including theoretical and practical training such as
interactive e-learning courses that met the needs of different employee groups.
Tools were developed to facilitate the implementation of the Total Experience approach in day-to-
day work,
such as a guide with examples, standards, templates and checklists.
Intensive efforts were undertaken to promote the culture of innovation and grow business. Work was
launched to develop a systemic approach to the design of products and services based on customer and
employee journeys.
TX tools designed in accordance with user needs were further improved and promoted among employees.
The first banking projects and initiatives for employees were delivered in line with the new approach.
Systemic measurement and monitoring of TX indicators was developed. The data will be used to plan actions
for 2025.
A comprehensive feedback loop on TX approach was carried out, covering updated customer-
centric standards
and available tools. The results will be used for improving the methodology going forward.
TOTAL DIGITALISATION
Actions delivered in 2024
as part of the TOTAL
DIGITALISATION direction
The functionality and stability of the One App mobile application were further enhanced.
Measures were taken to increase the number of processes/ services/ products available online without
customers having to visit the branch, while ensuring process excellence of the banking systems.
The functionality and availability of products and services for SME and corporate customers in remote
channels were improved.
Selected banking systems were upgraded or replaced to ensure highest security standards and stability of
services.
TOTAL RESPONSIBILITY
Actions delivered in 2024
as part of the
environmental aspect of
the TOTAL RESPONSIBILITY
direction
Energy efficiency was further increased, as the Bank launched the project of solar
power generation at
branches, continued the conversion to LED lighting, and tested solutions to reduce heat consumption in
outlets. Currently, the Bank uses 100% renewable energy, as confirmed by the guarantees of origin.
The Bank and Santander Leasing S.A. were awarded the ISO14001 certificate, confirming that the
environmental management system in the companies’ headquarters meets the specific standards.
The Bank launched Santander New Energy, Europe’s first platform supporting the green transition of SME and
corporate customers. Apart from information about available EU funds and educational materials, the
platform offers tools to track the company’s carbon footprint and calculate cost-
effectiveness of energy
transition taking into account the company’s business model.
The Bank developed “Santander New Energy on Tour”, Poland’s largest programme for employees and SME
and corporate customers focusing on energy transition, sustainability and the related regulations. In
partnership with Poland’s largest media group, the Ba
nk launched a podcast series entitled “With new energy
about finances”, bringing together renowned experts from the world of business and science.
More than two thousand customer advisors took part in training programmes focusing on commercial aspects
of energy transition in terms of products and tools offered by the Bank for the corporate sector.
Record high growth was reported in sustainable finance (according to the Bank’s Sustainable Finance and
Investment Classification System) based on mortgage-
backed facilities and funds from Corporate &
Investment Banking Export Credit Agency (CIB ECA).
New products and services were developed to support customers in improving assets with the greatest
potential for increasing operational efficiency and reducing the carbon footprint as part of scope 1 and 2.
ESG risk concentration limits were introduced for sectors which are the largest contributors to climate change
and for high physical risk exposures. The financed emissions were recalculated and the quality of data used
for that purpose was improved. Decarbonisation levers were defined for the selected material portfolios.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
27
Actions delivered in 2024
as part of the social
aspect of the TOTAL
RESPONSIBILITY direction
In 2024, a total of 56 350 people benefited from the following initiatives of Santander Universidades:
Free online language courses (five foreign languages to choose from) offered in partnership with
British Council and eTutor on the Santander Open Academy platform to a limited number of
participants.
Free instant access unlimited training courses available as part of Santander Open Academy
(business skills, technology skills, digital tools for business, soft skills).
Cooperation with universities, scholarships, grants for students and PhD students.
A number of educational projects were delivered, reaching 1,213,474
people. The key projects were as
follows:
Finansiaki –
a financial education project for parents of children over 3 and teachers, including a
website (www.finansiaki.pl
), online campaigns, social media, classes at schools and a tutorial
(“Finansiaki to My”).
Cybersecurity –
educational campaigns on how to protect oneself against cyber fraud, run in
partnership with the Polish Bank Association and the Warsaw Institute of Banking in internet and
mobile banking channels, on the Bank’s website and social media (in
cluding “Don’t believe in fairy
tales” campaign).
In 2024, the Santander Foundation delivered numerous social projects, including:
We Multiply the Good –
a fundraiser for pediatric oncology, a social objective chosen for 2024 (with
a donation made by the Foundation).
Together for Eco-Change –
financing of electric car charging stations for 17 local authorities (with
five stations built by the end of 2024).
Scholarship programme – scholarships of PLN 10,000 were paid out t
o 52 people, including 25
scholarships awarded in the 2024/25 school year for particularly talented primary and secondary
school students.
Here I live, here I make ECO friendly changes –
15 grants of PLN 15k each for projects contributing
to changes in the local environment (mini parks, rain gardens, etc.).
Bank of Young Sports Champions – 11 sports initiatives were financed
for young people (e.g. sports
tournaments and competitions).
Flicker Club –
renovation and furnishing of three units in children’s hospitals in line with beneficiaries’ and
patients’ needs.
Another edition of the “ESG knowledge bank” training was launched for employees to consolidate and
expand their knowledge and skills related to sustainable development and ESG.
Cyber education initiatives for employees were undertaken to increase the Bank’s resilience to different
cyber risk scenarios. Similar initiatives were also delivered for customers to enhance their safety, while
increasing the Bank’s NPS.
The Bank continued the culture-
related initiatives for employees in respect of diversity, equality and
inclusion, promotion of corporate values and behaviours, employee development, healthy lifestyle and
wellbeing.
To foster the corporate culture, the following initiatives and events were organised: BeHealthy Week,
Family Day, Diversity and Pride Month, along with development of employee networks and clubs, and
increase in leaders’ engagement (e.g. through mentoring
programmes such as “She is a Leader” or
“Santander Women”).
The social agenda was further developed as part of the model of support for local communities.
Actions delivered in 2024
as part of the governance
aspect of the TOTAL
RESPONSIBILITY direction
Measures were taken to strengthen the 1LoD and 2LoD units and foster the risk culture.
The monitoring of implementation of regulatory recommendations was enhanced.
The Bank received the following awards and accolades: Top Employer Poland and Top Employer Europe
2024, “Ethical Company” from Puls Biznesu, “Institution of the Year” from Moje Bankowanie, Great
Place
to Work, ESG White Leaf from Polityka, Diversity IN Check, Best Annual Report, ESG Visionary.
Sustainability disclosures were made as part of communication with stakeholders, including:
Management Board’s Report, Pillar 3 disclosures and ESG Report (https://esg.santander.pl/2023/).
Further measures were taken to integrate ESG data and implement CSRD requirements
. An internal ESG
database will be developed going forward.
Comprehensive Greenwashing Risk Management Guidelines were developed and are planned to be
implemented across the Group in early 2025.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
28
Monitoring of the Group’s strategy
The strategy is managed in accordance with the Strategic Planning Policy of Santander Bank Polska Group (“Policy”) adopted under the resolutions of the
Bank’s Management Board and Supervisory Board. The process consists of the following key stages:
2. Corporate culture
The corporate culture of Santander Bank Polska Group is based on the values and ethical standards which help build trust and earn lasting loyalty of
employees, customers, shareholders and local communities.
The foundations of the corporate culture of Santander Bank Polska Group and Banco Santander Group are the General Code of Conduct and
Simple | Personal | Fair values and behaviours.
The Simple | Personal | Fair values reflect the Group’s philosophy, including rules it follows when taking decisions and interacting with customers,
shareholders and other stakeholders. In line with these values, the Group strives not only to fulfil its business commitments and comply with laws,
regulations and best practice, but also to exceed expectations of its stakeholders, particularly customers. Special focus is placed on the areas where
the Group may significantly help customers achieve financial success and sustainable growth.
Simple
Personal
Fair
The Group’s products and services are tailored
to customers’ needs and expectations and
based on easy-to-understand and
uncomplicated solutions and procedures. The
Group continuously improves operational
processes and communicates with customers
using plain and clear language.
The Group builds lasting relationships with
customers. Customers are provided with
tailored products and personalised services.
The Group strives to treat each employee and
customer in a way that makes them feel
special and appreciated.
Employees and customers are treated equally
and fairly. Banking business is conducted with
due care in a transparent and compliant
manner. The Group maintains satisfactory
relationships with shareholders, trusting that
what is good for them is good for Santander
Group. It keeps promises and fulfils its
commitments towards communities.
Monitoring of the
progress against
the strategy
Review of the
strategy delivery
The delivery of the strategy is subject to a comprehensive annual review. Its objective is to verify the progress, identify
risks, check the validity of the strategy and decide if it should be further pursued.
As a result of the annual review, the strategy can be continued or modified.
Strategic analyses
and conclusions
A decision on the scope, continuation or abandonment of the strategy is taken on the basis of analyses and double
materiality assessments. Their purpose is to identify the impact, opportunities, threats and trends which affect the Group’s
activities and reflect its impact on the key stakeholder groups.
Development and
approval of the
strategy
If the strategy horizon ends or the Management Board decides that the strategy is invalid, a relevant group of stakeholders
is involved in the development of a new strategy.
Implementation
of the strategy
The implementation of the strategy involves the definition of objectives, indicators and metrics, and their proper top-down
communication, starting from the Management Board. The portfolio of initiatives is monitored on an ongoing basis to
launch projects which contribute most to the delivery of the strategic directions.
Monitoring is conducted on a quarterly basis and its results are presented to the Management Board and the Supervisory
Board.
During the meetings of the above governing bodies, the values of strategic metrics and the progress against the strategy
are reviewed.
If the targets are not met, remedial actions are defined.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
29
The Group promotes five corporate behaviours among its employees, which are additionally used as a performance review criterion:
The risk culture promoted by Santander Bank Polska S.A. is called Risk Pro and consists of five principles: responsibility, resilience, simplicity,
challenge and customer focus. Activities implemented within this culture include: education of the Bank's employees; awareness-raising activities
among employees relating to risks encountered in day-to-day work; providing channels for anonymous reporting of issues of concern; and features
of the incentive system encouraging employees to adhere to the risk culture values.
Diversity and inclusion in the workplace, the quality of product offer and services for customers and outstanding relations with other stakeholders
are seen by the Group as the sources of its strength and competitive advantage.
The Group promotes diversity, among other things, by eliminating gender pay gaps, increasing the female representation on managerial positions,
employing people with disabilities and delivering the Barrier-free Banking Programme.
The Group conducts its activity in line with the principles of responsible banking and sustainable development (“Responsible Banking and
Sustainability Policy”), understanding the role and importance of banks to customers, the economy, the environment and the community. It focuses
on developing fair and transparent relationships with customers and making a positive contribution to communities and the environment.
3. Forecast of economic situation in 2025
Economic growth
We assume that in 2025 the Polish economy will grow at a rate exceeding 3% YoY, supported by moderate private consumption growth and accelerating
investment growth, stimulated primarily by the growing use of EU funds. However, the relatively slow contracting process of EU funds poses a risk to
the expected scale of the investment recovery. The international environment is likely to remain difficult for domestic manufacturers and exporters, and
the protectionist trade policy of the US will pose an additional risk to the prospects for growth in eurozone demand for Polish goods. Nonetheless, we
expect Polish exports to grow slightly, although the growth will be noticeably weaker than the increase in imports stimulated by domestic demand. As a
result, the foreign trade balance will deteriorate further.
Labour market
The continuation of the economic recovery, and above all the increase in investments, should translate into a slight increase in labour demand, and allow
the unemployment rate to remain close to historical lows. Economy-wide wage growth should, however, decelerate, in our view to 7-8% YoY, due to a
much more modest scale of minimum wage and public sector wage increases than in 2024, lower observed inflation and a marked deterioration in
companies' margins, which narrows their room for wage negotiations.
Inflation
Inflation will still rise at the beginning of the year and will peak at just over 5% YoY in March. It will decline in the following months, including a larger
drop in July due to the statistical base effect. By the end of the year, it should be just below 4% YoY. In the second half of the year, the decisions of the
Energy Regulatory Office (URE) on new electricity and gas tariffs will be key to the trajectory of CPI inflation. Core inflation will gradually decline, but
should remain above 3%.
Monetary policy
In early 2025, the Monetary Policy Council maintained a cautious tone, suggesting no rush to ease monetary policy and making future decisions
dependent on incoming data and information affecting inflation forecasts. Some MPC members pointed to July as a possible date for the start of the
interest rate cut cycle. The expectations of the financial market, reflected in the pricing of interest rate derivatives, have also shifted in this direction. In
the baseline scenario, we assume that a monetary easing phase will start in July, bringing the reference rate to 4.5% by the end of 2025.
Corporate behaviours applicable since 2022 speed up transformation of the organisation and make it more attractive for customers. They form an
acronym: “T.E.A.M.S.”, indicating that people - our teams and our customers - are our top priority.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
30
Credit and deposit market
In 2025, the loan portfolio will most likely continue to grow. The quite strong consumer demand should support an increase in consumer loans, while
the economic and investment recovery should support an increase in corporate loans. Growth in the mortgage loan market will probably remain at the
level recorded in the second half of 2024. However, the government announced the introduction of a new borrower support programme and it may have
a decisive impact on the market behaviour. However, no details about this programme have been published yet. Deposits will continue to grow at a solid
pace, supported by expansionary fiscal policy.
Financial markets
In 2025, the following key global factors will shape the mood on financial markets: economic policy, including trade policy, of the new US administration,
the scale of further loosening of monetary policies by major central banks, and geopolitical tensions. The uncertainty caused by these factors may weaken
the Polish zloty. However, such a tendency should be limited by further economic recovery in Poland based on investments from EU funds and the
hawkish attitude of the National Bank of Poland. As a result, in the second half of 2025, the EUR/PLN rate may remain above 4.30.
The debt market should be dominated by a decline in domestic yields, especially when the Monetary Policy Council starts reducing rates. However, due
to the government’s large borrowing needs, the yield curve may gradually steepen, especially in the second half of the year.
Management Board Report on Santander Bank Polska Group Performance in 2024
(including Report on Santander Bank Polska S.A. Performance)
31
V. Relations with employees
1. Human capital
Employment
As at 31 December 2024, the number of FTEs in Santander Bank Polska Group was 11,396 (11,471 as at 31 December 2023), including 9,486 FTEs of
Santander Bank Polska S.A. (9,420 as at 31 December 2023) and 1,361 FTEs of Santander Consumer Bank Group (1,513 as at 31 December 2023).
The employment in Santander Bank Polska Group decreased by 75 FTEs YoY.
The Group continues the transformation of the business model through digitalisation, branch network optimisation, migration of products and services
to remote distribution channels, and gradual implementation of technological and organisational solutions increasing operational efficiency.
The objective is to allocate the maximum resources to strengthen customer relationships, grow business and build skills matching the target profile for
the organisation.
The HR processes take into account present operational needs, development requirements as well as the market and regulatory environment.
> Employment of Santander Bank Polska Group
12,616
11,323
11,309
11,471
11,396
31-Dec-2020
31-Dec-2021 31-Dec-2022 31-Dec-2023
31-Dec-2024
Employment in Santander Bank Polska Group as at 31 December
in years 2020-2024 (in FTEs)
Santander Bank Polska S.A.
83%
Subsidiaries
17%
Employment structure in
Santander Bank Polska Group as at 31.12.2024
9,287
9,351
9,379
9,420
9,432
9,506
9,479
9,486
509
518
530
538
529
552
553
549
1,515
1,528
1,515
1,513
1,383
1,379
1,365
1,361
11,311
11,397
11,424
11,471
11,344
11,437
11,397
11,396
31-Mar-2023 30-Jun-2023 30-Sep-2023 31-Dec-2023 31-Mar-2024 30-Jun-2024 30-Sep-2024 31-Dec-2024
Employment at Santander Bank Polska Group (in FTE )
by quarter in 2023 and 2024
Santander Consumer Bank S.A. Other subsidiaries Santander B ank Polska S.A.
1) The employment data provided above do not include employees of the Shared Services Platform of Stellantis
Financial Services Polska Sp. z o.o., who are employed in Poland but serve clients based abroad.
Human and intellectual capital of Santander Bank Polska Group is created by highly-qualified employees who constantly develop their
competencies as part of day-to-day activities and top-quality development programmes.
Comprehensive development programmes for managers and employees and continuous focus on knowledge sharing and self-education contribute
to the growth of the intellectual potential as well as efficiency and stability of the Group’s human capital.