MANAGEMENT
BOARD REPORT ON
Santander Bank Polska Group
Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
Management Board Report on Santander Bank Polska Group Performance in 2025
(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 2025 4
1. Introduction ............................................................................................................................................................................................................... 4
2. Performance of Santander Bank Polska Group vs the commercial banking sector ................................................................................................ 5
3. Key achievements ..................................................................................................................................................................................................... 8
4. Financial and business highlights of Santander Bank Polska Group for 2021–2025 ........................................................................................... 10
5. Key external factors ................................................................................................................................................................................................ 11
6. Corporate events ..................................................................................................................................................................................................... 11
II. Basic information about the Bank and Santander Bank Polska Group 15
1. History, ownership structure and profile ............................................................................................................................................................... 15
2. Value creation at Santander Bank Polska Group .................................................................................................................................................... 18
3. Position of Santander Bank Polska S.A. and its Group in the Polish banking sector ............................................................................................. 21
4. Structure of Santander Bank Polska Group ............................................................................................................................................................ 22
5. Changes in the structure of Santander Bank Polska Group ................................................................................................................................... 24
III. Macroeconomic situation in 2025 25
IV. Development strategy 29
1. Purpose, aim, values and strategic objectives ....................................................................................................................................................... 29
2. Corporate culture .................................................................................................................................................................................................... 37
3. Forecast of economic and financial market situation in 2026 ............................................................................................................................... 38
V. Relations with employees 39
1. Human capital ......................................................................................................................................................................................................... 39
2. Remuneration policy and bonus schemes .............................................................................................................................................................. 40
3. HR policy .................................................................................................................................................................................................................. 43
4. Strategic HR development directions ..................................................................................................................................................................... 44
5. Training and development ...................................................................................................................................................................................... 46
VI. Relations with customers 47
1. Service quality and customer experience management ........................................................................................................................................ 47
2. Complaints management ....................................................................................................................................................................................... 48
3. Barrier-free banking and digital solutions ............................................................................................................................................................. 48
VII. Investor relations 49
1. Investor Relations at Santander Bank Polska S.A .................................................................................................................................................. 49
2. Share capital, ownership structure and share price ............................................................................................................................................... 49
3. Dividend ................................................................................................................................................................................................................... 51
4. Ratings of Santander Bank Polska S.A. ................................................................................................................................................................... 53
VIII. Business development in 2025 55
1. Group’s business management structure .............................................................................................................................................................. 55
2. Business development of Santander Bank Polska S.A. and non-banking subsidiaries ........................................................................................ 57
2.1. Retail Banking Division 57
2.2. Business and Corporate Banking Division 63
2.3. Corporate and Investment Banking Division 65
3. Activities of Santander Consumer Bank Group (discontinued operations) ........................................................................................................... 68
IX. Organisational and infrastructure development 69
1. Organisational changes in Santander Bank Polska S.A. ........................................................................................................................................ 69
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
3
2. Development of distribution channels of Santander Bank Polska S.A. ................................................................................................................. 71
3. Technological development ................................................................................................................................................................................... 75
4. Strategic capital expenditure .................................................................................................................................................................................. 78
X. Financial performance in 2025 79
1. Consolidated income statement ............................................................................................................................................................................. 79
2. Consolidated statement of financial position ........................................................................................................................................................ 90
3. Selected financial ratios of Santander Bank Polska Group .................................................................................................................................... 95
4. Separate income statement.................................................................................................................................................................................... 96
5. Separate statement of financial position ............................................................................................................................................................. 102
6. Selected ratios of Santander Bank Polska S.A ...................................................................................................................................................... 104
7. Additional financial information about Santander Bank Polska S.A. and Santander Bank Polska Group .......................................................... 104
8. Factors which may affect the financial results in the next year .......................................................................................................................... 107
XI. Risk and capital management 108
1. Key risk management principles and structure in the Bank and in Santander Bank Polska Group................................................................... 108
2. Risk management priorities in 2025 .................................................................................................................................................................... 110
3. Material risk factors expected in the future ......................................................................................................................................................... 112
4. Credit risk management ....................................................................................................................................................................................... 112
5. Market risk and liquidity risk management ......................................................................................................................................................... 122
6. Operational risk management .............................................................................................................................................................................. 125
7. ESG risk management ........................................................................................................................................................................................... 127
8. Legal and compliance risk management .............................................................................................................................................................. 128
9. Capital management ............................................................................................................................................................................................. 131
10. Cooperation with financial institutions in terms of capital optimisation ............................................................................................................ 134
XII. Statement on Corporate Governance in 2025 135
XIII. Consolidated sustainability statement of Santander Bank Polska Group for 2025 190
XIV. Statement of the Management Board 323
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
4
I. Overview of activities of
Santander Bank Polska S.A. and its Group in 2025
1. Introduction
Scope
This Management Board Report on Santander Bank Polska Group Performance in 2025 contains the information required in both consolidated and
separate Management Board reports of Santander Bank Polska S.A.
Chapter XIII includes the “Consolidated sustainability statement of Santander Bank Polska Group for 2025”, which was prepared in accordance with the
European Sustainability Reporting Standards (ESRS) and based on Polish Accounting Act of 29 September 1994 (Journal of Laws of 1994, no. 121, item
591 as amended), Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability
reporting (CSRD) and Directive (EU) 2025/794 of the European Parliament and of the Council of 14 April 2025 amending CSRD (EU) 2022/2464 and CSDDD
(EU) 2024/1760.
Ownership changes and planned rebranding
Following the transaction completed on 9 January 2026, in which shares of Santander Bank Polska S.A. representing a 49% stake in the Bank’s share
capital and voting rights were sold to Erste Group Bank AG (Erste Group), and the earlier sale (on 4 December 2025) of 3.5% of the Bank’s shares, as at
the date this Management Board Report on Santander Bank Polska Group Performance in 2025 was approved for publication, the former controlling
shareholder, Banco Santander S.A., held 9.7% of the Bank’s shares.
Due to the ownership changes, Santander Bank Polska S.A. plans to change its name to Erste Bank Polska S.A. and adopt the global branding of Erste
Group. The name change was approved both by the Polish Financial Supervision Authority (KNF) and by the Bank’s shareholders at the Extraordinary
General Meeting held on 22 January 2026. The brand change process will begin in the second quarter of 2026, once the relevant entry has been made in
the National Court Register (KRS). The name change will also apply to other companies from Santander Bank Polska Group with “Santander” in their
names.
Following the sale of shares in Santander Bank Polska S.A., Banco Santander S.A. reorganised its operations in Poland, including making changes to the
shareholder structure of Santander Consumer Bank S.A. (“SCB S.A.”). On 23 December 2025, based on an agreement with Santander Consumer Finance
S.A., Santander Bank Polska S.A. sold its entire stake in SCB S.A., representing 60% of the company’s share capital and 60% of total voting rights. As a
result, the Bank ceased to be a direct shareholder of SCB S.A. and an indirect shareholder of SCB S.A.’s subsidiaries, which had previously formed part of
Santander Bank Polska Group and had been fully consolidated.
As a consequence of the ownership changes at the level of Santander Bank Polska Group, the consolidated statement of financial position of the Group
as at 31 December 2025 does not include Santander Consumer Bank S.A. or that bank’s subsidiaries (Santander Consumer Bank Group S.A.). In turn, the
consolidated income statement for 2025 and the statement of comprehensive income present discontinued operations comprising the financial effects
of the sold SCB Group’s activities for the period from 1 January 2025 to 23 December 2025, as well as the gain on the sale of SCB S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
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2. Performance of Santander Bank Polska Group vs the commercial banking
sector
According to the KNF’s data, the Polish banking sector continued its upward trend, closing December 2025 with a net profit of PLN 49bn, up PLN 8.7bn
(21.7%) YoY.
PLN k
Source: KNF’s data
Interest income, the key contributor, increased by PLN 3bn YoY to PLN 176.5bn in December 2025, but clearly decelerated since May 2025, as a direct
result of interest rate cuts, which also negatively impacted other income categories. Net fee and commission income in the whole banking sector, grew
moderately but steadily to PLN 20.2bn (+PLN 0.7bn YoY), which, given the gradual decline in interest margin, created an income buffer, reducing the
sector’s sensitivity to interest rate movements.
The structure of results for commercial banks only is shown in the charts below.
42,564,497
61,766,169
83,559,631
94,324,443
97,486,236
2021-12 2022-12 2023-12 2024-12 2025-12
Net interest of commercial Banks in 2021-2025
PLN k
Source: KNF’s data
15,625,347
16,796,323
16,958,544
17,735,623
18,387,763
2021-12 2022-12 2023-12 2024-12 2025-12
Net commission income of commercial Banks in 2021-2025
PLN k
Source: KNF’s data
Meanwhile, the sector’s performance was positively affected by better results related to interest costs (decrease of PLN 0.4 bn YoY), as well as the drop
in costs of provisions and allowances (+PLN 4.4bn YoY). At the same time, the sector remained under considerable pressure from rising operating
expenses and higher depreciation/amortisation charges (+PLN 4.1bn YoY), as well as higher tax burden (+PLN 1bn YoY) resulting mainly from higher
profit after tax earned by the sector and increased tax base, accompanied by persistently high tax on financial institutions.
The above sector’s trends were reflected in the performance of Santander Bank Polska Group. In 2025, the Group maintained strong income growth
momentum, driven mainly by net interest income, which increased by 3.5% YoY to PLN 12,702.8m and was the main source of income. Total income
grew by 4.5% YoY to PLN 16,021.7m, accompanied by a 5.9% YoY increase in net fee and commission income to PLN 2,948.5m, pointing to the gradual
diversification of income sources. Despite a 9.1% YoY rise in operating expenses, net profit increased considerably due to substantially lower expected
credit loss allowances (-19.1% YoY) and cost of legal risk of foreign currency mortgage loans (29.1% YoY). Net profit attributable to owners of the parent
entity was PLN 6,478.8m, up 24.3% YoY.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
6
The sector’s efficiency ratios remained relatively stable. ROE for commercial and cooperative banks was roughly 16.3% in December 2025, indicating the
sector’s strong capacity to generate returns on equity despite a slight decline during the year. ROA for the entire sector totalled around 1.4% and was
broadly stable, with only slight monthly fluctuations recorded during the year. Net interest margin, a key profitability driver, contracted gradually to
around 3.55% in December 2025, as a result of a series of interest rate cuts, which tempered the growth of interest income, outpacing the sector’s ability
to adjust its funding costs. As a consequence, the prospects of further growth of sector profitability became limited. At the same time, slight deterioration
in the operating efficiency YoY, with the cost-to-income ratio increasing to 43.7% (compared to 43.4% in December 2024), despite a nominal increase in
general and administrative expenses. However, this change is marginal and requires a relatively stable indicator rather than a level that is essential for
effectiveness. The revenue-cost structure is stable, taking advantage of cost pressures at the end of 2025.
Santander Bank Polska Group clearly outperformed the sector in terms of profitability. In 2025, ROE was 23.6% (20.4% in 2024), reflecting the Bank’s
high capacity to generate return on equity and effective use of its growing capital base. ROA totalled 2.2% (1.8% in 2024), indicating highly effective use
of assets and above-average operating profitability. The above metrics improved on account of a substantial increase in net profit, accompanied by
moderate income growth and lower cost of credit risk and legal risk. As a result, the Group’s profitability in 2025 clearly exceeded sector’s average.
Total assets of the banking sector were PLN 3,658.4.7bn at the end of December 2025, up 9.7% YoY. The equity to assets ratio was stable, reflecting a
secure structure of funding of banks’ growing business. The main assets were loans and advances (47%), indicating the lending nature of banks’
operations, whereas the significant share of debt instruments (35.2%) represented the liquidity buffer and diversification of assets. Deposits, the key
component of liabilities (70.2%), were the main source of funding, while the equity (9.0%) ensured a safe conservation buffer.
1,192,253,312
1,250,430,311
1,271,444,927
1,348,772,264
1,456,461,099
2021-12 2022-12 2023-12 2024-12 2025-12
Loans and adcances from commercial banks in 2021-2025
PLN k
Source: KNF’s data
At the end of 2025, total assets of Santander Bank Polska Group were PLN 308,150.1m, up 1.2% YoY (PLN 304,373.9m at the end of 2024). Net loans
and advances to customers, which reached PLN 162,837.7m, were the key contributor, representing 52.8% of total assets. The second and third largest
items were investment financial assets (PLN 78,865.7m; 25.6% of assets) and cash and cash equivalents (PLN 30,504.7m; 9.9%). Financial assets held
for trading and hedging derivatives increased significantly by 61.4% YoY, reflecting the Group’s increased activity in the market transactions area,
accompanied by stable and diversified structure of assets.
At the end of 2025, the volume of gross loans to the non-financial sector increased by PLN 76.2 bn – up 6.3% increase YoY. This growth, with a relatively
stable trend, was primarily driven by the household segment, which grew by PLN 43.2 bn (+5.6% YoY), and the corporate segment, where the volume
increased by PLN 32.6 bn (+7.5% year-on-year). The household segment portfolio was dominated by mortgage loans, which reached PLN 501.4bn (62.0%
of the portfolio), followed by consumer loans totalling PLN 222.9bn (27.6% of the portfolio). Both segments recorded positive year-on-year growth in
the analysed period, which is reflected in the increase in the value of the total household portfolio.
In 2025, gross loans and advances to customers of Santander Bank Polska Group increased to PLN 166,974.7m vs PLN 160,100.6m on a comparative
pro-forma basis (excluding SCB Group as at the end of 2024 for comparison purposes) which means an increase of 4.3% YoY. Growth was reported in
both loans and advances to individuals (+5.0% YoY) and to enterprises and the public sector (+4.0% YoY). Nevertheless, the momentum was lower than
in the banking sector overall, most notably in the case of the corporate segment Lease receivables totalled PLN 10,989.5m (+1.3% YoY) and the portfolio
structure was diversified in terms of products.
According to the KNF’s data, the quality of the credit portfolio improved. The share of Stage 3 (impaired) loans and advances in the non-financial sector
portfolio declined from 5.0% in 2024 to 4.6%, reflecting the downward trend prevailing throughout 2025. At the same time, the share of Stage 1
exposures increased from 83.6% to 85.3%, indicating a bigger share of lowest-risk receivables. The improvement in the portfolio quality was
accompanied by an increase in the NPL coverage ratio, which remained at an average level of 57.2% in H2 2025, providing solid protection against credit
risk.
At the end of December 2025, deposits from the non-financial sector totalled PLN 2,129.7m, up 8.6% YoY. The deposit structure was stable, with the
predominant share of deposits to households (69.2%), which continued to be the main source of funding banks’ lending business.
The currency structure of the deposit base remained stable, with PLN deposits accounting for 85.3% and foreign currency deposits representing 14.5%.
This confirms the sector’s safe funding profile, relying mostly on zloty-denominated sources. While current account balances continued to dominate the
structure (69.2%), a gradual increase was observed in the share of term deposits (30.8%), potentially reflecting adjustment of customers’ savings
preferences to changing interest rates. The loans-to-deposits ratio decreased to 58.2%, indicating the sector’s continued excess liquidity and the relatively
slower pace of lending growth compared with the expansion of the deposit base.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
7
The capital position of the banking sector remains stable despite an increase in total risk exposure. The total capital ratio of commercial and cooperative
banks in Q3 2025 was around 21.5%, while the Tier 1 capital ratio totalled 20%, indicating that capital buffers remain at a safe level, significantly above
regulatory requirements. At the same time, own funds increased to PLN 282bn, reflecting the sector’s capacity to absorb losses given the growing scale
of business.
The capital position of Santander Bank Polska Group is stable and improved further in 2025, as indicated by the total capital ratio of 20.0% (+2.01% YoY)
and Tier 1 capital ratio of 19.51% (+2.42%). This confirms that the Bank maintains safe capital buffers well above the regulatory minimum and remains
capable of absorbing losses while continuing to expand its business. The Group kept regulatory own funds at PLN 26.5bn at the end of 2025 (-PLN 0.1bn),
ensuring safe solvency ratios.
The liquidity position remained equally strong. The LCR of commercial banks increased to 239% at the end of December 2025, while the NSFR at the end
of Q3 2025 reached 167%, reflecting the sector’s ability to maintain a substantial surplus over the minimum regulatory threshold of 100%. High levels
of both ratios indicate a substantial short-term liquidity buffer and a stable long-term funding structure. All banks met the applicable minimum regulatory
requirements.
In 2025, the liquidity position of Santander Bank Polska Grup was stable too. LCR and NSFR were safely above the regulatory minimum of 100%,
confirming the Bank’s capacity to absorb potential liquidity pressures. The balance-sheet and operational position of Santander Bank Polska Group
reflected the trends observed across the banking sector. At the same time, the Group maintained a stable asset structure and cost discipline.
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, evoking positive emotions and
developing 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 undertook initiatives to support communities, environment and governance.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
8
3. Key achievements
EFFICIENCY AND
SECURITY
Group’s solid capital position confirmed by capital ratios as at 31 December 2025, including the total capital ratio
of 20.00%, i.e. well above the statutory and regulatory minimum (17.99% as at 31 December 2024).
Higher ROE YoY (23.6% vs 20.4% as at 31 December 2024).
Sound liquidity position. Net customer loans to deposits ratio at 70.8%. Supervisory liquidity ratios well above
the regulatory minimum.
Close monitoring of risk and implementation of relevant prudential measures.
Higher interest income despite a mildly narrowing margin, higher fee and commission income, a decrease in
funding costs driven, among other factors, by the growing share of current accounts in the deposit base, and the
Group’s strong cost efficiency, with a cost to income ratio of 30.3% (in 2024 29.6% with SCB Group / 29.0%
excluding SCB Group) despite rising regulatory, transformation and business scale-related costs.
Further automation and optimisation of operational processes.
Improved availability, reliability, performance and cybersecurity of the Group’s systems.
BUSINESS VOLUMES
AND ASSET QUALITY
1.1% YoY increase in consolidated total assets to PLN 308.1bn supported by growing business volumes in key
product lines and customer segments, despite the reduction in assets resulting from the sale and deconsolidation
of Santander Consumer Bank Group. Within the continuing operations alone, assets increased by 9.4% YoY.
Gross loans and advances to customers from continuing operations totalled PLN 167bn and were up 4.3% YoY as
a combined effect of:
a 4.0% YoY increase in the portfolio of loans and advances to enterprises and the public sector to PLN 76.2bn
on account of investment loans, mainly in the business and corporate banking segment;
a 1.3% YoY rise in the portfolio of finance lease receivables to PLN 11bn due to higher sales in the segment
of machines and equipment;
a 5.0% YoY increase in the portfolio of personal loans to PLN 79.7bn due to rising demand for cash loans and
more interest in mortgage loans. Continuously high quality of the credit portfolio, with the NPL ratio of 3.7%
(4.4% as at 31 December 2024, but including SCB Group), Group’s prudential approach to risk management
and an increase in credit receivables.
The ratio of net expected credit loss allowances to average gross lease and credit receivables measured at
amortised cost was 0.37%, compared with 0.58% (including SCB Group) and 0.48% (excluding SCB Group) in the
previous year.
On a balance sheet basis, deposits from customers decreased by PLN 1.9bn (-0.8% YoY), primarily due to the
deconsolidation of SCB Group, offset by a 6.5% YoY increase in customer deposits from continuing operations to
PLN 230.1bn, driven by a 5.1% YoY rise in personal deposits to PLN 123.7bn and an 8.3% YoY increase in deposits
from enterprises and public sector entities to PLN 106.5bn.
The growth in deposits from customers in 2025 was driven by a strong increase in current account balances across
all key customer segments and a rise in business term deposits.
The net interest margin from continuing operations of Santander Bank Polska Group, annualised on a Ytd basis,
was 4.83%, down 0.25 p.p. YoY.
The slower pace of net interest margin compression relative to the scale of interest rate cuts reflects the increasing
level of protection of Santander Bank Polska Group’s interest income from variable-rate loans, as well as a decline
in funding costs, partly due to the growing share of current accounts in the deposit structure. The net interest
margin was negatively affected primarily by the portfolio of unsecured variable-rate loans, as well as by lower
yields on reinvestments in government bonds and NBP bills.
In 2025, the pricing of the Group’s deposit and credit products was regularly modified in line with market
conditions and internal objectives in terms of competitive position, balance sheet structure, liquidity, and
profitability. Furthermore, interest expense was optimised through targeted deposit promotions and credit
facilities based on an adjustable fixed rate. At the same time, due to the rising level of excess liquidity, Santander
Bank Polska Group recorded a marked increase in interest income from its debt security portfolios.
In 2025, net fee and commission income from continuing operations was PLN 2,948.5m and increased by 5.9%
YoY on account of the Group’s diversified operations, including activities in the investment fund, stock,
bancassurance and foreign exchange markets, with higher rates of return generated in the reporting period.
Non-interest and non-fee income of Santander Bank Polska Group totalled PLN 370.4m and was up 31.0% YoY.
28.7% YoY increase in the net asset value of investment funds, reflecting strong positive net sales of investment
funds in 2025 and higher valuation of assets. Rates of return above the benchmarks
CUSTOMERS AND
COMMUNITIES
6m customers of Santander Bank Polska S.A. (following the deconsolidation of SCB Group). Compared to
31 December 2024, the total customer base was relatively stable, while the number of loyal customers increased
by 2.4%.
3.9m digital customers of Santander Bank Polska S.A., including 3.4m mobile banking customers.
Further automation, robotisation, optimisation and simplification of operational processes.
Continuation of IT projects aimed at improving experience of customers and employees.
Continued activities to support sustainable development and promote cybersecurity culture.
Further enhancement of the remote channel functions, including improvements in the Santander mobile
application and iBiznes24.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
9
AWARDS
Michał Gajewski, President of the Management Board of Santander Bank Polska S.A., ranked first (for the third
time) in the Banker of the Year ranking by Forbes.
The Brokerage Team of Santander Brokerage Poland placed first for the third year running in the ranking published
by the Parkiet daily.
Santander Bank Polska S.A. named the Leader of Ethics in the “Ethical Company” competition organised by Puls
Biznesu.
Santander Bank Polska S.A. awarded in ten categories of the Institution of the Year ranking: best private banking,
best bank for business, best internet banking, best customer service in remote channels, best customer service in
branches, best personal banking (at branches and in remote channels), best account opening, CX leader and best
bank based on customer voice. 30 branches were individually recognised for top customer service quality.
Santander Bank Polska S.A. placed first in the Best Branch Services and Personal Account categories of the Golden
Banker ranking by Bankier.pl and Puls Biznesu. The Bank was also a runner-up in the main Multichannel Services
category and in the Premium Account (for Select Account) and Social Media categories.
Santander Bank Polska S.A. named the Best Bank in the Finance World Leaders competition organised as part of
the Banking & Insurance Forum in recognition of its dynamic growth, impressive financial performance and high
operational efficiency.
Santander Factoring Sp. z o.o. recognised in Forbes Diamonds 2025, a ranking of the most dynamically developing
companies which have substantially increased their value over the last three years.
Treasury dealers of Santander Bank Polska S.A. ranked first in the ranking by the Ministry of Finance.
The ESG Golden Leaf 2025 accolade awarded to Santander Bank Polska S.A. by Polityka weekly for the
comprehensive management of environmental, social and governance matters.
First place overall and in the Banking, Finance and Insurance category in the “ESG Ranking. Responsible
Management” and the title of “Leader of S – Social Areas” for corporate social responsibility initiatives.
Santander Bank Polska S.A. recognised in the Financial Sector category of the 2024 edition of the Sustainability
Reports competition organised by the Responsible Business Forum.
Santander Bank Polska S.A. placed on the prestigious list of the Best Places to Work in Poland (“Najlepsze Miejsca
Pracy™ w Polsce”) and among 25% of the best employers with the Great Place to Work® certificate.
The Thornless Rose accolade awarded to Santander Bank Polska S.A. by Home & Market for comprehensive,
discreet and personalised services for Private Banking customers and a flexible approach to wealth management.
Santander Bank Polska S.A. placed on the Diversity IN Check 2025 list in recognition of its organisational maturity
in managing diversity and building an inclusive work environment.
At the Euromoney Awards for Excellence 2025, Santander Bank Polska S.A. named Best Investment Bank in Poland
(for the development of investment banking and comprehensive support for institutional customers), Best Bank in
Poland for Customer Experience (for innovative digital solutions and the simplification of banking processes) and
Best Bank in Poland for Responsible Business (for activities related to sustainable development).
Leader of Poland’s bond and share issue market in H1 2025 in terms of the total volume and number of DCM and
ECM transactions and record results.
u Santander Bank Polska S.A. awarded in two categories of POLSIF Awards 2025: Best Sustainability-Linked
Finance (for acting as lead coordinator of an ESG-linked syndicated loan and issue of sustainability-linked bonds
for Cyfrowy Polsat) and Best Sustainable Finance (for financing the development of one of Europe’s largest lithium
battery and waste battery recycling plants).
Santander Bank Polska S.A. awarded the Great Place to Work certificate for the third year running as the only
commercial bank in Poland, with the following areas rated high by employees: trust, respect, development
opportunities and friendly work environment.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
10
4. Financial and business highlights of Santander Bank Polska Group for
2021–2025
1) The profit and loss statement data for 2025 and comparative data for 2024, as well as the cost/income ratio for 2025 and 2024, include data from continuing operations and exclude discontinued operations
(i.e., data from Santander Consumer Bank S.A. Group, "SCB Group").
2) Assets accumulated in investment funds managed by Santander Towarzystwo Funduszy Inwestycyjnych S.A.
3) Definitions of the indicators contained in the table above are presented in Chapter X "Financial Situation in 2025" in Part 3 "Selected Financial Indicators of Santander Bank Polska S.A. Group."
4) Information on the dividend is included in Chapter VII "Investor Relations."
5) The values presented as of the end of 2025 exclude the sold SCB Group; the data for previous years include the SCB Group.
6) Registered customers with active access to online and mobile banking services.
7) Active customers of the electronic banking service who used the service at least once in the last month of the reporting period.
8) The data includes profits included in own funds, taking into account the applicable EBA guidelines (for years 2024 an earlier.
Key financial data of Santander Bank Polska Group for the last five years
Selected income statement items
1)
2025
2024
2023
2022
2021
Change YoY
(2025/2024)
Total income
PLN m
16,021.7
15,337.8
15,992.3
12,381.5
9,141.6
4.5%
Total costs
PLN m
(4,857.2)
(4,451.5)
(4,715.0)
(4,697.7)
(3,988.3)
9.1%
Net expected credit loss allowances
PLN m
(585.9)
(723.9)
(1,149.4)
(894.7)
(1,124.2)
-19.1%
Profit before tax
PLN m
8,259.9
7,234.1
6,850.0
4,353.0
2,057.8
14.2%
Profit attributable to the shareholders of Santander
Bank Polska S.A.
PLN m
6,462.9
5,283.8
4,831.1
2,799.1
1,111.7
22.3%
Selected balance sheet items
5)
31.12.2025
31.12.2024
31.12.2023
31.12.2022
31.12.2021
Change YoY
(2025/2024)
Total assets
PLN m
308,150.1
304,373.9
276,651.9
257,517.2
243,017.3
1.2%
Total equity
PLN m
35,505.2
34,441.2
33,691.0
28,465.3
27,213.6
3.1%
Net loans and advances to customers
PLN m
162,837.7
174,776.3
159,520.0
152,508.7
146,391.3
-6.8%
Deposits from customers
PLN m
230,142.6
232,028.8
209,277.4
196,496.8
185,373.5
-0.8%
Selected off-balance sheet items
31.12.2025
31.12.2024
31.12.2023
31.12.2022
31.12.2021
1)
Change YoY
(2025/2024)
Net assets of investment funds
2)
PLN bn
30.9
24.0
18.9
12.3
17.6
6.9
Selected ratios
3)
31.12.2025
2024
2023
2022
2021
Change YoY
(2025/2024)
Costs/Income
1)
%
30.3%
29.0%
29.5%
37.9%
43.6%
1.3 p.p.
Total capital ratio
8)
%
20.00%
17.99%
18.65%
19.74%
19.05%
2.01 p.p.
ROE
5)
%
23.6%
20.4%
20.3%
11.9%
4.7%
3.2 p.p.
Basic earnings per share
PLN
63.40
51.01
47.28
27.39
10.88
12.39
Book value per share
PLN
347.45
337.03
329.69
278.56
266.31
10.42
NPL ratio
5)
%
3.7%
4.4%
4.6%
5.0%
5.0%
-0.7 p.p.
Cost of credit risk
5)
%
0.37%
0.58%
0.72%
0.59%
0.76%
-0.21 p.p.
Loans/Deposits
5)
%
70.8%
75.3%
76.2%
77.6%
79.0%
-4.5 p.p.
Key non-financial data of Santander Bank Polska Group for the last five years
Selected non-financial data
3)
2025
2024
2023
2022
2021
Change YoY
(2025/2024)
Number of shares
item
102,189,314
102,189,314
102,189,314
102,189,314
102,189,314
0
Dividend paid
4)
PLN
46.37
44.63
23.25
2.68
2.16
1.7
Electronic banking users
5)
m
5.3
6.5
6.4
6.3
5.7
-1.2
Active digital customers
5)6)
m
3.9
4.5
4.2
3.6
3.2
-0.6
Active mobile banking customers
5)7)
m
3.4
3.6
3.0
2.7
2.4
-0.2
Debit cards
5)
m
5.2
5.0
4.8
4.6
4.4
0.2
Credit cards
5)
m
0.6
0.9
0.9
0.9
1.1
-0.3
Customer base
5)
m
6.0
7.5
7.5
7.4
7.2
-1.5
Branch network
5)
locations
307
349
369
385
437
-42
Santander Zones and off-site locations
5)
locations
8
13
17
16
13
-5
Partner outlets
5)
locations
161
399
421
433
435
-238
Employment
5)
FTEs
10,103
11,396
11,471
11,309
11,323
-1 293
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
11
5. Key external factors
Key macroeconomic factors impacting financial and business performance of Santander Bank Polska Group 2025
Economic growth
Acceleration of economic growth from 3.0% in 2024 to 3.6% in 2025; the main driver of the acceleration was strong
private consumption growth; investment outlays began to rise, although largely due to defence‑related spending in
the central‑government sector; low export dynamics in the first half of the year followed by their improvement in the
second half of the year.
Labour market
A slight increase in the unemployment rate, still among historically low levels; a significant decline in nominal wage
growth, from 10.0% YoY in Q1 2025 to 7.5% YoY in Q3, and further acceleration in Q4 to 8.5% YoY; relatively strong
real wage growth (averaging 5.5% YoY in Q1–Q4), although markedly slower than in 2024 (9.8% YoY).
Inflation
A year‑long disinflation process, which brought the CPI inflation rate down to the NBP’s inflation target.
Monetary policy
Resumption of monetary policy easing amid falling CPI inflation; a cumulative 175 bp reduction in interest rates over
the year, including a decrease in the reference rate from 5.75% to 4.00%.
Fiscal policy
An increase in the projected general‑government deficit from 5.5% of GDP to 6.9% of GDP, driven by
lower‑than‑assumed tax revenues; the 2026 budget bill assumes a deficit of 6.5% of GDP, pointing to continued
expansionary fiscal policy and a lack of meaningful fiscal consolidation; further increases in debt‑to‑GDP and
borrowing needs; continued high government bond issuance.
Loans market
Ongoing revival in the credit market, including an acceleration of credit growth in volume terms to around 5% YoY,
driven particularly by corporate lending; record sales of consumer loans and mortgage lending close to historical highs.
Financial markets
Decline in domestic government‑bond yields and money‑market rates linked to the renewed rate‑cutting cycle by the
NBP.
Exceptional stability of the EURPLN exchange rate for most of the year, despite the resumption of NBP monetary easing
and the downgrade of Poland’s rating outlook by Fitch and Moody’s.
6. Corporate events
Major corporate events in the reporting period until the release date of the report for 2025
Buyback of own shares
for the purpose of
Incentive Plan VII
On 25 February 2025, the Bank’s Management Board adopted a resolution on the buyback of own shares to pay out
awards for 2024 and deferred awards for 2022 and 2023 payable in 2025 to the participants of Incentive Plan VII.
From 26 February 2025 to 12 March 2025, the Bank bought back 155,605 own shares representing 0.15% of the share
capital and the total voting power. The Bank’s shares were repurchased on the regulated market of the Warsaw Stock
Exchange via the agency of Santander Brokerage Poland, using funds from the capital reserve.
As the number of shares repurchased by the Bank was sufficient to pay out the awards to the participants of Incentive
Plan VII in 2025, on 12 March 2025 the Bank’s Management Board closed the buyback programme.
As at 12 March 2025, all 155,605 repurchased shares were transferred to the brokerage accounts of Incentive Plan VII
participants.
The above measures were taken with the consent of the Polish Financial Supervision Authority (KNF) for the buyback
of 2,331k own shares in the period between 1 January 2023 and 31 December 2033 to meet obligations under
Incentive Plan VII.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
12
Major corporate events in the reporting period until the release date of the report for 2025 (cont.)
Capital requirements
and MREL
Waiver of an additional capital requirement for risk connected with foreign currency mortgage loans
On 11 March 2025, the Management Board of Santander Bank Polska S.A. received a decision from the KNF on the
expiry of the decision of 21 December 2023 requiring the Bank to cover, on a consolidated basis, an additional own
funds requirement (above the value required under Regulation No 575/2013) to mitigate the risk connected with
foreign currency home mortgages and equity releases (previously: 0.013 p.p. above the total capital ratio).
Setting MREL for Santander Bank Polska Group
On 23 April 2025, the Management Board of Santander Bank Polska S.A. received a letter from the Bank Guarantee
Fund (BFG) with information about the decision taken by the resolution college of Santander Group on the minimum
requirement for own funds and eligible liabilities (MREL) for the Bank's Group, which is 15.36% of the total risk
exposure amount (TREA) and 5.91% of the total exposure measure (TEM) calculated in line with Regulation (EU) No
575/2013.
The Bank is also required to meet the minimum MREL subordination requirement of 15.22% of TREA and 5.91% of
TEM.
Change of the other systemically important institution buffer imposed by the KNF on Santander Bank Polska S.A.
In line with the KNF’s decision of 21 November 2025, the Bank is required to keep the O-SII buffer of 1.50% of the total
risk exposure (previously: 1%).
Pillar 2 (P2G) add-on
25 listopada 2025 r. Zarząd Banku otrzymał informację z KNF, iż w procesie oceny nadzorczej wrażliwość Banku na
ewentualną materializację scenariuszy stresowych (wpływających na poziom funduszy własnych oraz ekspozycji na
ryzyko) została oceniona jako niska.
W związku z powyższym KNF nie wyznaczył dodatkowego narzutu kapitałowego w celu zaabsorbowania
potencjalnych strat wynikających z wystąpienia warunków skrajnych.
Profit distribution and
dividend payout
On 19 March 2025, the Management Board of Santander Bank Polska S.A. issued a recommendation on 2024 profit
distribution, dividend reserve and dividend payout. The recommendation was approved by the Bank’s Supervisory
Board.
When issuing the recommendation, the Management Board took into account the then-current macroeconomic
environment and KNF’s position, including the recommendation that the dividend payout ratio should not exceed 75%
of the net profit for 2024.
In accordance with the above Management Board’s recommendation, the Annual General Meeting (AGM) of Santander
Bank Polska S.A. held on 15 April 2025 distributed the profit of PLN 5,197,479,813.35 for 2024 as follows:
PLN 3,897,631,915.40 was allocated to dividend for shareholders (74.99% of the net profit for 2024);
PLN 104,130,000.00 was allocated to the capital reserve;
PLN 1,195,717,897.95 was left undistributed.
As there were no reservations from the KNF, PLN 840,886,574.78 of the dividend reserve was also allocated to the
dividend.
The dividend from the 2024 profit and from the dividend reserve totalled PLN 4,738,518,490.18. The dividend per
share was PLN 46.37.
The dividend record date was 13 May 2025 and the dividend payment date was 20 May 2025.
General Meetings
Annual General Meeting
On 15 April 2025, the Annual General Meeting (AGM) of Santander Bank Polska S.A. was held. It approved annual
reports of the Bank and the Group, distributed the profit and approved the dividend in accordance with the
recommendation of the Bank’s Management Board of 19 March 2025. It also granted discharge to the members of the
Management Board and Supervisory Board, changed the remuneration policies for members of the Supervisory and
Management Boards and aligned the remuneration of the Supervisory Board Chairman with the market. Furthermore,
it created a capital reserve for the buyback of own shares under Incentive Plan VII and reported on its execution, as
well as updated the Bank’s Statutes to reflect changes in the legal environment. The amendments to the Statutes
approved by the AGM were entered in the National Court Register on 12 May 2025.
Extraordinary General Meeting
On 22 January 2026, the Extraordinary General Meeting (EGM) was held. It approved the results of individual and
collective suitability assessments of Supervisory Board members, appointed four new Supervisory Board members
(including the Chairman) for a joint three-year term of office and determined their remuneration. The EGM changed
the Bank’s name from “Santander Bank Polska Spółka Akcyjna” to “Erste Bank Polska Spółka Akcyjna” and introduced
relevant amendments and supplements to the Bank’s Statutes and regulations adopted by the GM. As of the date of
publication of this Report, the amendments to the Bank's Articles of Association and its name have not been registered
with the court of registration, and therefore have not come into effect. The Bank will notify the public of the name
change in a current report once the appropriate entry has been made in National Court Register.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
13
Major corporate events in the reporting period until the release date of the report for 2025 (cont.)
Management Board for
a new term of office
On 15 April 2025, the Supervisory Board of Santander Bank Polska S.A. appointed the Management Board for a new
term of office, effective as of 16 April 2025. All existing members were re-elected, except for Juan de Porras Aguirre,
who stepped down due to his retirement plans. Magdalena Szwarc-Bakuła was appointed as a new Management
Board member in charge of the Legal and Compliance Division.
Composition of the
Supervisory Board
The composition of the Supervisory Board changed in January 2026, following the change of the Bank’s main
shareholder. The following members of the Supervisory Board delegated by the previous majority shareholder, Banco
Santander S.A., stepped down on 9 January 2026: Antonio Escámez Torres, José Luis De Mora, José García Cantera and
Isabel Guerreiro.
The EGM held on 22 January 2026 appointed the following persons to the Supervisory Board of Santander Bank Polska
S.A. for a joint three-year term of office: Peter Bosek, Stefan Dörfler, Alexandra Habeler-Drabek and Maurizio Poletto.
Peter Bosek was nominated the Supervisory Board Chairman.
On 6 February 2026, Danuta Dąbrowska resigned as the Management Board member, effective as of 25 February
2026.
Sale of Santander
Consumer Bank S.A.
In relation to the agreement made by Banco Santander S.A. (Santander Group) and Erste Group Bank AG (Erste Group),
as announced on 5 May 2025, regarding the sale of a 49% stake in Santander Bank Polska S.A. and a 50% stake in
Santander Towarzystwo Funduszy Inwestycyjnych S.A. (Santander TFI), the operations of Banco Santander S.A. in
Poland had to be reorganised. It involved a change to the ownership structure of Santander Consumer Bank S.A., which,
together with its subsidiaries, was part of Santander Bank Polska Group.
On 12 May 2025, Santander Bank Polska S.A. announced the start of discussions with Banco Santander S.A. on the sale
of Santander Consumer Bank S.A. (SCB S.A.)
For the purpose of the transaction, on 13 June 2025 an independent fairness opinion was obtained regarding the
financial terms of the potential transaction.
With the consent from the Management Board and Supervisory Board, on 16 June 2025 Santander Bank Polska S.A.
signed a preliminary agreement with Santander Consumer Finance S.A. on the sale of 3,120k shares in Santander
Consumer Bank S.A. representing 60% of the company’s share capital and voting power for the total price of PLN
3,105m.
On 17 December 2025, the KNF decided that there were no grounds for objecting the direct acquisition of 3,120k
shares of SCB S.A. by Santander Consumer Finance S.A. Accordingly, the conditions for closing the transaction were
fulfilled.
On 23 December 2025, Santander Bank Polska S.A. and Santander Consumer Finance S.A. signed a final agreement on
the sale of shares of SCB S.A. in the number and for the price indicated in the preliminary agreement. The transaction
was closed on 23 December 2025, and since that date the Bank has no longer been a shareholder of SCB S.A.
Sale of shares in
Santander Bank Polska
S.A.
On 1 December 2025, Banco Santander S.A. (majority shareholder) informed Santander Bank Polska S.A. that it had
started accelerated book-building to sell the company’s shares to certain qualified investors. The book-building
process was closed on 2 December 2025.
The placement was exempt from an obligation to publish a prospectus or any other information or offering document.
The purpose of the placement was to sell 3,576,626 dematerialised bearer shares representing approx. 3.5% of the
company’s share capital and total votes at the GM.
The placement was settled on 4 December 2025. The price per share was PLN 482.00.
Having sold all shares subject to the placement, Banco Santander S.A. held a majority stake of 59,984,148 shares in
the company, representing 58.7% of its share capital and voting power as at 31 December 2025.
Shareholder with more
than 5% of the Bank’s
share capital and voting
power
On 4 December 2025, Powszechne Towarzystwo Emerytalne Allianz Polska S.A. informed Santander Bank Polska S.A.
that the number of shares in Santander Bank Polska S.A. held by that company had increased from 5,025,314 to
5,344,402. As a result, the company’s share in the Bank’s share capital and total votes at the GM grew from 4.92% to
5.23%.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
14
Major corporate events in the reporting period until the release date of the report for 2025 (cont.)
Bond issues under issue
programmes
Subscription for, issue and admission of series 6 senior non-preferred notes issued as part of the EMTN Programme
to trading on the Dublin stock exchange
On 30 September 2025, the Bank closed the subscription for senior non-preferred notes with a total nominal value of
EUR 500m under the Euro Medium Term Note Programme (EMTN Programme).
As part of the subscription, 5,000 notes were allocated to 98 entities.
The nominal value of a note is EUR 100k.
The acquisition price was 99.815% of the nominal value.
The total value of the subscription (the product of the number of notes on offer and the issue price) was EUR 499.08m,
an equivalent of PLN 2,130.65m at the average NBP rate applicable on 30 September 2025.
The notes were issued on 7 October 2025 with the maturity date of 7 October 2031 and a call option that can be
exercised after five years of the issue date.
The notes bear a fixed coupon of 3.5% (payable annually) during the first five years from the issue date and a floating
coupon of 3M EURIBOR + 1.15% (payable quarterly) in the last year.
On 7 October 2025, senior non-preferred notes issued under the Bank’s EMTN Programme were admitted to trading
on Euronext Dublin.
The total gross cost related to the notes was nearly PLN 8.3m.
The notes were rated (P)Baa2 and BBB+ by Moody's Investors Service and Fitch Ratings, respectively.
Issue of series 1/2025 senior preferred bonds under the bond issue programme
On 7 November 2025, the Management Board of Santander Bank Polska S.A. decided to issue senior preferred bonds
with the following parameters:
The issue date was set to 1 December 2025.
The nominal value and the issue price of one bond is PLN 500k and the total nominal value is PLN 3bn.
The redemption date is 1 December 2028 subject to the Bank’s right to exercise a call option.
The notes bear a variable interest rate equal to 6M WIBOR and the margin of 1.10% per annum.
The bonds were issued as liabilities that can be classified as eligible liabilities.
The bonds were admitted to trading in the alternative trading system of the Warsaw Stock Exchange.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
15
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 developments)
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 BZ 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 2014)
2018
>
Registration of the change of the Bank’s name from Bank
Zachodni WBK S.A. to Santander Bank Polska S.A. (SBP 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)
2025
>
Sale of shares in SCB S.A. held by SBP S.A. and representing
a 60% stake in the share capital and voting power to
Santander Consumer Finance S.A. (23 December 2025)
>
Sale of a 3.5% stake in SBP S.A. by Banco Santander S.A. as part of
accelerated book-building (4 December 2025)
2026
>
Sale of 49% of shares in SBP S.A. and 50% of shares in
Santander Towarzystwo Funduszy (Santander TFI S.A.) held
by Banco Santander S.A. to Erste Group Bank AG (9 January
2026)
Ownership structure of the share capital
Share capital
As at 31 December 2025, 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 2024 and 2025 is presented in the table included in Chapter XII
“Statement on corporate governance in 2025”, Section 2 “Issuer’s securities”.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
16
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.
58.70%
Non-controlling shareholders
41.30%
Ownership structure of Santander Bank Polska share capital
as at 31.12.2025
Banco Santander S.A.
9,70%
Non-controlling shareholders
41,30%
Erste Group Bank AG
49,00%
Ownership structure of Santander Bank Polska share capital
as at 23.02.2026
As at 31 December 2025, Banco Santander S.A. held a controlling stake of 58.70% 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 non-controlling shareholders, of which, according to the information
held by the Bank’s Management Board, only funds – Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) and Allianz Polska OFE – exceeded the
5% threshold in terms of the share capital and voting power.
Compared to the end of December 2024 and June 2025, the share of Banco Santander S.A. in the share capital of Santander Bank Polska S.A. decreased
by 3.5 percentage points as a result of the sale of 3,576,626 shares in the Bank on 4 December 2025 as part of accelerated book-building targeted at
institutional investors. The sale price per share was PLN 482. As a result of the placement, Banco Santander S.A. had a stake of 59,984,148 shares in
Santander Bank Polska S.A., representing 58.7% of the share capital and voting power.
As at the date of approval of the Annual Report of Santander Bank Polska Group for 2025 for issue, i.e. following the closing of the planned sale of a 49%
stake in Santander Bank Polska S.A. to Erste Group Bank AG (Erste) on 9 January 2026 (as announced in May 2025), Banco Santander S.A. holds 9.7% of
shares in Santander Bank Polska S.A.
Majority shareholder
From 2011 to 9 January 2026, Santander Bank Polska S.A. was 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.
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 the following markets: Spain, Portugal, the UK, Germany, Brazil, Argentina, Mexico, Chile and
the USA.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
17
Ownership changes
On 5 May 2025, an announcement was made about an agreement concluded by Erste Group Bank AG (Erste Group) and Banco Santander S.A. (Santander
Group) whereby Erste Group was to acquire a 49% stake in Santander Bank Polska S.A. for EUR 6.8bn (PLN 584 per share) and a 50% stake in Santander
Towarzystwo Funduszy Inwestycyjnych S.A. (Santander TFI S.A.) for EUR 0.2bn. The total value of the transaction was EUR 7bn.
After the necessary regulatory approvals were obtained and other prerequisites were met (including the sale of a 60% stake in Santander Consumer Bank
S.A. held by Santander Bank Polska S.A. to Santander Group), Erste Group Bank AG (Erste Group) finalised the purchase of 49% of shares in Santander
Bank Polska S.A. representing a 49% stake in the share capital and voting power.
By acquiring 49% of the shares in Santander Bank Polska S.A., Erste Group became the largest shareholder. Banco Santander S.A. will keep a stake
representing 9.7% of the share capital of Santander Bank Polska S.A.
With the acquisition of a stake in Santander Bank Polska S.A., Erste Group planned to gain a significant share in the Polish banking sector, strengthen its
presence in Central and Eastern Europe and move closer to fulfilling its long-standing strategic goal: to become the leading lender in this European
region.
Founded in 1819 as the first Austrian savings bank, Erste Group went public in 1997 with a strategy to expand its retail business into Central and Eastern
Europe. Since then Erste Group has grown to become one of the largest financial services providers in Central and Eastern Europe in terms of the number
of customers and total assets.
Erste Group is headquartered in Vienna and operates as a universal bank, providing services to more than 16 million customers in seven countries: Austria,
Czechia, Slovakia, Romania, Hungary, Croatia and Serbia.
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 in the Polish
banking market, it was the second largest bank by market capitalisation and third by total assets as at 30 September 2025.
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, until 23 December 2025). It was also registered as a
member of the foreign bank holding group with Spain-based Banco Santander S.A., the ultimate parent entity until 9 January 2026. 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.
Operating model of Santander Bank Polska Group
Group’s 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 on the basis of long track-record, 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.
As at 31 December 2025, the Group provided banking services to 6.0m customers. Compared to 31 December 2024, the total customer base was
relatively stable, while the number of loyal customers increased by 2.4%.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
18
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 know-how
developed through membership in the international banking groups. The Group also continues to contribute to sustainable development through
initiatives aimed at reducing emissions, financing sustainable goals and integrating ESG considerations into its business model.
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.
2. Value creation at Santander Bank Polska Group
Business model
The business model of Santander Bank Polska Group is based on a comprehensive offer of financial solutions for personal customers, micro, small and
medium enterprises, domestic and international corporations, and public sector entities. The Group operates a relationship-based, multi-channel service
model that integrates the branch network and partner outlets with remote channels (online and mobile banking) and communication centres. High net
worth customers are classified to Premium, Select and Private Banking segments, while SME and corporate customers are served by dedicated advisors
with the support of specialised units. The services are developed on the basis of technology, innovation and open platforms in compliance with applicable
regulations. The Group builds customer loyalty and employee engagement, which supports business expansion, income growth, and increases in loan
and deposit volumes. For more information about the Group’s business model, see Chapter VIII “Business development in 2025”.
Value creation model at Santander Bank Polska Group
Value creation at Santander Bank Polska Group
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, see Chapter IV “Development strategy”. The assumptions
of all three directions affect each element of the model.
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 improve the experience of customers and employees
and build lasting relationships with them based on trust in line with the strategic direction of Total Experience. The Group conducts its business, taking
into account the expectations of all of its stakeholders: employees, customers, shareholders and communities in which it operates.
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 ensuring that employees are adequately motivated, empowered and appropriately skilled to create the Bank’s
business value. Customer-centricity means building trust and ensuring satisfaction with products and services in order to create a base of loyal and active
customers that use a broad range of products.
The Group also ensures that shareholders participate in its financial success, distributing profits through dividends. In developing and implementing its
business model, the Group ensures that its activities have a positive impact on the environment in which it operates, guided by a strong sense of
responsibility for the natural environment and communities. It is consistent with the Total Responsibility direction.
A significant aspect of the business model and strategy is the development of high quality services and solutions based on modern technology, innovation,
and open platforms in line with the Total Digitalisation direction. Equally important is security, stability and trust, which underpin every product, system
and customer relationship.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
19
Value creation at Santander Bank Polska Group
Upstream and downstream value chain
At Santander Bank Polska Group the value is created within the value chain. The upstream value chain focuses on the cooperation with suppliers (in
particular the providers of technological solutions, services and banking infrastructure), business partners and regulators. The business model inputs are
converted into outputs: products and services provided to customers, transactions, agreements, credit and investment decisions, solutions implemented
in service channels, information and education activities along with the operating results (e.g. energy consumption). However, the value is not determined
by outputs but by outcomes for the capital and stakeholders. The scale and nature of those outcomes depend, among other factors, on the extent to
which customer needs are met, the way market and regulatory conditions are leveraged, and the effectiveness of safeguards applied. At the downstream
level of the value chain, the Group works directly with customers, builds long-term relationships and funds sustainable investments. It is where outputs
most frequently translate into outcomes such as the quality of relationships and trust, the financial impact on the economy and society, and the
environmental and social effects of capital allocation decisions.
The Group’s strategy defines how opportunities should be leveraged and risks managed to support value creation. The strategic objectives determine
how resources – capital, liquidity, capital expenditure, technology and human resources – are allocated. It means that decisions on priorities are made
across the entire value chain: from standards governing cooperation with suppliers and partners, to the design and delivery of services within internal
operations, to the development of customer relationships and financing of initiatives at the downstream level. The Group’s key strategic assumptions
are presented in Chapter IV “Development strategy”.
Capital creation and growth
Value is created when the Group’s actions strengthen the capital used (including financial, human, intellectual and natural capital) and enhance the
organisation’s capacity for sustainable long-term performance.
The Group’s business model relies on the following capital:
• Human capital, that is employees and contractors, their knowledge, experience, competencies and behaviours which impact the quality of
customer service, operating effectiveness and delivery of the Group’s objectives.
• Intellectual capital, that is the organisation’s ability to create and use knowledge-based solutions, including processes, technologies, security
standards and innovations that support effective performance, increase efficiency and strengthen operational resilience.
• Social and relationship-building capital, that is the quality and sustainability of relations with external stakeholders (in particular customers,
investors, suppliers, local communities, and social and charity organisations), as well as trust and cooperation.
• Financial capital, that is own funds and funding sources that enable the Group to grow lending, make investments and ensure stability of
operations and capital/ liquidity resilience.
• Infrastructure capital, that is physical resources and infrastructure used by the Group to provide banking services and ensure business
continuity.
• Natural capital, that is the environment and its resources that affect the economy and the quality of life. The quality of the natural capital and
the pace of climate change may affect the conditions in which the Group operates and the quality of its credit portfolio.
Technology
Security
High level of ambition for eNPS
Motivated and fairly compensated
Actively create solutions
Digitisation
Innovation
Open platforms
System protection
Stability
Trust
Building a base of loyal,
digitally active customers
Loyal and satisfied
Establishing a long-term
relationship with the Bank
Sustainable business model and responsibility
Making ethical decisions
Satisfied investors
Participating in the Bank’s success
Green financing, financial empowerment
Payout of a significant portion of profits as dividends
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
20
Group’s strategic investments in capital creation and growth
In 2025, the Group made strategic investments to grow intellectual capital (upgrade of IT architecture, development of digital solutions and data),
infrastructure capital (IT and branch infrastructure), as well as social and relationship-building capital (increase in service quality and accessibility), while
supporting human capital through the development of competencies and the work model, as well as with the expected ultimate positive impact on
financial capital – through increased efficiency, reduced losses and risks, and support for stable income growth.
The priorities included the development and security of IT environments (including cloud and data platforms), upgrade of key systems and automation
of processes, as well as implementation of solutions to improve convenience for customers and increase operational resilience. Capital expenditure
totalled PLN 640.5m (PLN 632.7m in 2024) and focused on systems and software development, infrastructure and hardware, licences, as well as
modernisation of the branch network and headquarters. With these investments, the Group increased the scope of services available 24/7, improved
security, limited cyber/fraud risks, optimised sales and post-sales processes and developed the functionality of remote channels, increasing its capacity
to generate medium- and long-term value.
Key types of capital used by the Group:
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
2025”
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 2025”
Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for
2025”
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
2025”
Financial capital
Chapter X “Financial performance in 2025”
Natural capital
Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for
2025”
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
21
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 2025, which at the date of authorisation of this Management Board report for issue
were the most up-to-date source of comparative 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,
third largest one in terms of total assets and net loans to customers, and fourth largest one in terms of customer deposits.
554,568
338,224
317,448
282,996
261,538
168,558
152,686
PKO BP PEKAO Santander
Bank Polska
ING BSK mBank BNP Paribas Millennium
Total assets (PLN m) of Santander Bank Polska Group
as at 30.09.2025 against the peer group
55,259
35,361
33,216
20,429
19,154
16,601
8,807
PKO BP Santander
Bank Polska
PEKAO mBank ING BSK BNP Paribas Millennium
Total equity (PLN m) of Santander Bank Polska Group
as at 30.09.2025 against the peer group
263,556
185,332
181,325
178,576
123,831
88,655
74,729
PKO BP PEKAO Santander
Bank Polska
ING BSK mBank BNP Paribas Millennium
Customer loans and advances (PLN m) of Santander Bank Polska Group
as at 30.09.2025 against the peer group
339,288
261,841
239,986
220,946
213,961
129,705
128,185
PKO BP PEKAO ING BSK Santander
Bank Polska
mBank BNP Paribas Millennium
Customer deposits (PLN m) of Santander Bank Polska Group
as at 30.09.2025 against the peer group
Share in key market segments
According to the NBP statistics on the banking market, as at the end of December 2025 Santander Bank Polska Group had a 11.26% share in the credit
market (12.9% as at 31 December 2024) and 10.12% in the deposit market (11.2% as at 31 December 2024).
The Group operates in the factoring and leasing markets via its subsidiaries, holding a market share of 9.6% and 7.8%, respectively, as at 31 December
2025 (according to the Polish Factors Association and the Polish Leasing Association) (vs 10.0% and 9.5% for 2024, respectively). In the same period, the
Group’s share in the retail investment fund market was 10.22% vs 10.7% in 2024 (according to Analizy Online).
The YoY declines in the Group’s shares in the deposit, credit and leasing markets largely result from the sale of the Bank’s total stake in Santander
Consumer Bank S.A. (SCB S.A.) on 23 December 2025. As at 31 December 2025, the balance sheet excluded the business volumes of SCB S.A. and its
subsidiaries, which used to be included in the market share calculations in the previous years.
* Share in the retail investment fund market
10,22%
*
share in the investment
fund market
7,8%
share in the leasing
market
9,6%
share in the factoring
market
10,12%
share in the deposit
market
11,26%
share in the credit
market
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
22
4. Structure of Santander Bank Polska Group
> Subsidiaries and associates of Santander Bank Polska S.A. as at 31 December 2025
1) On 26 August 2025, the new name of Santander Inwestycje Sp. z o.o., i.e. SPV XX04062025 Sp. z o.o. w likwidacji, was entered into the National Court Register.
2) Until 9 January 2026, 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., were members of the global Santander
Group and held an equal stake of 50% in the company’s share capital. In 2025, Santander Bank Polska S.A. exercised control over Santander TFI S.A. within the meaning of the International Financial Reporting
Standard 10 (IFRS 10) because it had a practical ability to unilaterally direct the relevant activities of Santander TFI S.A. Furthermore, it significantly affected 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. was exposed to and had the right to the 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 had a
practical ability to unilaterally direct the relevant activities of Santander TFI S.A. even if it did not have a contractual right to do so. The Bank could 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., i.e. the governing bodies which decide on the relevant activities of Santander TFI S.A. It should therefore be concluded that by having
the power and right to variable returns (benefits), the Bank had control over Santander TFI S.A. The sale of 49% of shares of Santander Bank Polska S.A. and 50% of shares of Santander TFI S.A. to Erste Group Bank
AG (Erste Group), completed by Banco Santander S.A. on 9 January 2026, did not change the operational conditions of either entity, and did not affect the Bank’s assessment regarding its 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%
SSPV XX04062025 Sp. z o.o. w likwidacji
1)
100%
Santander Towarzystwo Funduszy
Inwestycyjnych S.A.
2)
50%
POLFUND
– Fundusz Poręczeń Kredytowych S.A.
50%
Santander Allianz
Towarzystwo Ubezpieczeń na Życie S.A.
49%
Santander Allianz
Towarzystwo Ubezpieczeń S.A.
49%
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 2025
(including Report on Santander Bank Polska S.A. Performance)
23
Subsidiaries
As at 31 December 2025, Santander Bank Polska Group comprised Santander Bank Polska S.A. and the following subsidiaries:
Compared with 31 December 2024, the list of subsidiaries of Santander Bank Polska S.A. excludes seven entities as a result of the sale of all shares of
Santander Consumer Bank S.A. (SCB S.A.) held by the Bank. The divestment also included the following subsidiaries of SCB S.A.:
1. Santander Consumer Multirent Sp. z o.o. (SCM Sp. z o.o. – subsidiary of SCB S.A.)
2. Santander Consumer Financial Solutions Sp. z o.o. (subsidiary of SCM Sp. z o.o.)
3. SCM Poland Auto 2019-1 DAC (subsidiary of SCM Sp. z o.o.)
4. SC Poland Consumer 23-1 DAC (subsidiary of SCB S.A.)
5. Stellantis Financial Services Polska Sp. z o.o. (subsidiary of SCB S.A.)
6. Stellantis Consumer Financial Services Sp. z o.o. (subsidiary of Stellantis Financial Services Polska Sp. z o.o.)
For detailed information on this transaction, see Section 6 “Corporate events” in Chapter I “Overview of Santander Bank Polska Group Performance in
2025” and below in Section 5 “Changes in the structure of Santander Bank Polska Group”.
On 27 June 2025, the Extraordinary General Meeting of Santander Inwestycje Sp. z o.o. decided to start the liquidation of the company on 1 July 2025,
appoint a liquidator and change the company’s name to SPV XX04062025 Sp. z o.o. The new name has been effective since its registration in the National
Court Register on 28 August 2025.
All subsidiaries of Santander Bank Polska Group as at 31 December 2025 are consolidated with the Bank in accordance with IFRS 10.
Associates
In the consolidated financial statements of Santander Bank Polska Group for 2025, the following companies are accounted for using the equity method
in accordance with IAS 28:
Compared with 31 December 2024, the list of associates did not change.
Subsidiary
Core business
1. Santander Towarzystwo Funduszy Inwestycyjnych S.A.
Management of investment funds: open-end and specialised investment
funds, closed-end private investment fund, and portfolios comprising one
or more financial instruments
2. Santander Finanse Sp. z o.o.
Financial, lease and insurance intermediary services
3. Santander Factoring Sp. z o.o.
(subsidiary of Santander Finanse Sp. z o.o.)
Factoring services
4. Santander Leasing S.A.
(subsidiary of Santander Finanse Sp. z o.o.)
Lease business
5. Santander F24 S.A.
(subsidiary of Santander Finanse Sp. z o.o.)
Lending business
6. SPV XX04062025 Sp. z o.o. w likwidacji
(formerly: Santander Inwestycje Sp. z o.o.)
Purchase and sale of shares in commercial companies and other securities;
prospecting activities
Associate
Core business
1. Santander Allianz Towarzystwo Ubezpieczeń S.A.
Insurance services (personal and property insurance)
2. Santander Allianz Towarzystwo Ubezpieczeń na Życie S.A.
Insurance services (life insurance)
3. POLFUND – Fundusz Poręczeń Kredytowych S.A.
Issuing loan guarantees; investing and managing entrusted funds;
lending; training and advisory services; promotional activities; supporting
initiatives that promote entrepreneurship.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
24
5. Changes in the structure of Santander Bank Polska Group
Compared with 31 December 2024, the composition of Santander Bank Polska Group excludes Santander Consumer Bank S.A., a direct subsidiary of the
Bank, and six indirect subsidiaries (through Santander Consumer Bank S.A.): Santander Consumer Multirent Sp. z o.o., Santander Consumer Financial
Solutions Sp. z o.o., SCM Poland Auto 2019-1 DAC, SC Poland Consumer 23-1 DAC, Stellantis Financial Services Polska Sp. z o.o.; Stellantis Consumer
Financial Services Sp. z o.o.
The above reorganisation of Santander Bank Polska Group results from the sale of 3,120k shares in Santander Consumer Bank S.A. (SCB S.A.)
(representing 60% of the share capital and voting power) to Santander Consumer Finance S.A. for the total price of PLN 3,105m. The transaction was
finalised on 23 December 2025. The price negotiated by the parties was confirmed by a fairness opinion issued by an independent and renowned advisory
firm.
A standalone net profit of Santander Bank Polska S.A. (adjusted for the share price and income tax), totalled PLN 369m, whereas the impact on the
consolidated net profit for 2025 from discontinued operations was PLN 231.7m (including profit attributable to the controlling shareholders in the
amount of PLN 15.9m).
The divestment made by Santander Bank Polska S.A. results from the sale of a 49% stake in the Bank by Banco Santander S.A. to Erste Group Bank AG,
which made it necessary to redefine the strategy of Banco Santander S.A. in relation to the Polish banking market, including the change of the ownership
of Santander Consumer Bank S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
25
III. Macroeconomic situation in 2025
Economic growth
Poland’s GDP growth accelerated in 2025 to 3.6%, up from 3.0% in 2024. The improvement in economic activity was driven primarily by strong domestic
demand, including private consumption growth, which accelerated to 3.7%, representing an increase of 0.8 pp compared with 2024. GDP growth was
also supported by a 4.2% increase in investment outlays, following a 0.9% decline in 2024. The improvement in investment activity likely reflected, to a
significant extent, increased defence‑related spending by the central government. Although corporate investment growth strengthened, it remained
subdued for most of the year. Foreign trade saw a slight rebound, resulting in higher export and import growth rates and, as according to preliminary
data, a smaller negative contribution of net exports to GDP (around -0.3 pp vs -1.2 pp in 2024).
-6
-4
-2
0
2
4
6
8
10
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
GDP GROWTH AND ITS STRUCTURE, % Y/Y
Individual consumption Public consumption Fixed Investments
Inventories Net exports GDP
Source: GUS, Santander
Labour market
The situation in the labour market remained relatively favourable. The registered unemployment rate rose quite noticeably, from 5.1% at the end of 2024
to 5.7% in December 2025. However, this increase was driven mainly by a slower outflow from the register of individuals not seeking employment,
which, in turn, resulted from reforms in the functioning of labour offices. Unemployment according to the LFS methodology increased only minimally –
in Q3 2025 it stood at 3.1%, 0.2 pp higher than a year earlier – and remained among the three lowest in the EU. The number of employees in the enterprise
sector declined slightly, by an average of 0.8% YoY. Across the whole economy, this decline was offset by higher employment in public-sector institutions,
employment based on civil-law contracts and self-employment, as well as the fading of earlier declines in individual farming. As a result, in Q3 2025, the
number of employed persons, according to the LFS, recorded its first positive growth since Q4 2023, amounting to 0.5% YoY. The growth of average
wages in the national economy slowed in Q3 2025 to 7.5% YoY from 8.8% YoY in Q2 and 10.0% YoY in Q1. On average in Q1–Q3, real wages – i.e.
adjusted for inflation – rose by 4.8% YoY and overall to 4.9 in Q4 YoY. In the corporate sector, wage growth was slightly lower in Q3 2025 (7.1% YoY),
but increased again in Q4 (to 7.9% YoY). As a result, the average wage growth in this sector for 2025 was 8.1% YoY, so that annual growth across the
entire national economy was 8.5%.
-6
-4
-2
0
2
4
6
8
10
12
4Q15
2Q16
4Q16
2Q17
4Q17
2Q18
4Q18
2Q19
4Q19
2Q20
4Q20
2Q21
4Q21
2Q22
4Q22
2Q23
4Q23
2Q24
4Q24
2Q25
4Q25
SELECTED LABOUR MARKET INDICATORS
Unemployment rate (%) Employment in corporate sector (%YoY)
Real wages in corporate sector (%YoY)
Source: GUS, Santander
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
26
Inflation
In 2025, CPI inflation followed a steady downward trend towards the inflation target. After stabilising at 4.9% YoY in Q1, the inflation rate fell by 2.5 pp
over the following three quarters, reaching 2.4% YoY in December. The decline in inflation was supported by base effects related to the reinstatement of
the standard VAT rate on food in April 2024 and the increase in electricity prices in July 2024. On an annual average basis, CPI inflation amounted to 3.6%.
Core inflation fell over the course of 2025 from 3.7% YoY in January to 2.8% YoY in December and averaged 3.3% YoY for the year.
-5
0
5
10
15
20
Dec 21
Mar 22
Jun 22
Sep 22
Dec 22
Mar 23
Jun 23
Sep 23
Dec 23
Mar 24
Jun 24
Sep 24
Dec 24
Mar 25
Jun 25
Sep 25
Dec 25
CPI INFLATION AND ITS STRUCTURE, % Y/Y
Core inflation Fuels Food and beverages Energy carriers CPI inflation
Source: GUS, Santander
Monetary policy
Until April 2025, the NBP reference rate remained at 5.75%, after which the Monetary Policy Council (MPC) implemented its first rate cut of 50 bp in May.
In total, from May to December, the MPC lowered interest rates by 175bp, bringing the reference rate to 4.00%. Rate cuts were implemented at all
decision-making meetings of the Council except in June; however, the central bank did not declare the start of an easing cycle, instead assessing
macroeconomic conditions at each meeting to determine the optimal adjustment of interest rates. Members of the MPC and the NBP Governor expressed
caution regarding further monetary easing, and throughout 2025 highlighted several key risks: strong wage dynamics, the government's expansionary
fiscal policy, high and “persistent” core inflation, as well as geopolitical risks. The decisive factor shaping the Council’s actions was the faster-than-
expected decline in the inflation trajectory. Additionally, MPC members highlighted the risk and uncertainty associated with the expiry of regulations
limiting regulated prices—particularly electricity prices. The government’s final decision to extend the maximum electricity price mechanism until the
end of 2025, supported by forecasts of stabilising market electricity prices in 2026, removed one of the key risks to the inflation path, and increased the
MPC’s willingness to continue cutting interest rates.
Credit and deposit market
The credit market in 2025 was characterised by a clear revival, supported by favourable domestic economic conditions and falling interest rates. Mortgage
loan sales in the entire year reached PLN90.5bn, the highest level recorded to date. The value of new consumer loans grew at an average rate of more
than 25% YoY and reached over PLN135bn at the end of December. Corporate lending activity was moderate in the first half of 2025 but accelerated in
the second half, averaging almost PLN14bn in new loans per month and PLN166bn over the full year. Total credit, adjusted for exchange‑rate fluctuations,
accelerated from around 4% YoY at the beginning of 2025 to nearly 6% YoY at the end of the year. In particular, the volume of corporate loans gathered
pace, recording a 9.2% YoY increase in December and averaging more than 7% YoY since January. Total household loans, after FX adjustment, grew by
4.9% YoY in December and averaged almost 4% YoY over the whole of 2025. Both zloty‑denominated consumer and mortgage loans increased by around
7.0% YoY, while the overall credit volume was weighed down by the gradual run-off of foreign‑currency loans.
In 2025, deposit growth hovered around 10% YoY and was clearly faster than credit growth (5% YoY). This reflected primarily a strong increase in net
foreign assets in the banking system, which we associate with inflows of EU funds and a rise in NBP reserve assets, as well as banks’ purchases of
government bonds — a consequence of loose fiscal policy and high government bond supply. Demand deposits and term deposits in the whole economy
grew at a similar pace. Demand deposits increased more strongly among households (averaging over 11% YoY) than among enterprises (almost 7% YoY).
In contrast, term deposits of households grew more slowly (around 6% YoY) than corporate term deposits (around 15% YoY).
-15
-10
-5
0
5
10
15
20
Jan 13
Jul 13
Jan 14
Jul 14
Jan 15
Jul 15
Jan 16
Jul 16
Jan 17
Jul 17
Jan 18
Jul 18
Jan 19
Jul 19
Jan 20
Jul 20
Jan 21
Jul 21
Jan 22
Jul 22
Jan 23
Jul 23
Jan 24
Jul 24
Jan 25
Jul 25
MONEY SUPPLY AND LOANS VOLUME (%, y/y)
M3 corporate loans household loans
Management Board Report on Santander Bank Polska Group Performance in 2025
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27
Source: NBP, Santander
Financial markets
In the first half of 2025, the key factor shaping financial market behaviour was the tightening of the US trade policy. The escalation of trade policy
increased uncertainty regarding economic performance and the inflation path, leading to a correction on US stock markets. Uncertainty about the effects
of the new import tariffs also contributed to the Fed’s decision to refrain leave from changing interest rates unchanged in the first half of the year, as it
awaited signs evidence of the impact of the new trade policy’s impact in the in the economic data. The Fed began easing monetary policy in September,
cutting interest rates by 25 bp. By the end of the year, the US central bank had delivered two additional rate cuts, in October and December, both by of
25 bp. These cuts were influenced, among other factors, by weak labour‑market data indicating a sharp slowdown in employment growth.
The ECB continued monetary easing in the first half of the year, lowering interest rates by 1 pp between January and June. The easing was driven by the
ongoing disinflation process in the euro area and by downward revisions to economic growth forecasts, partly linked in part to the tightening of US trade
policy.
Following the turmoil in trade policy and the uncertainty surrounding US economic performance, the EURUSD exchange rate rose sharply in the first half
of the year, from 1.03 at the beginning of January to around 1.17 at the end of June. In the second half of the year, EURUSD traded sideways, fluctuating
between 1.15 and 1.18. Exchange‑rate movements were influenced, among other things, by the longest federal government shutdown in US history,
lasting from 1 October to 12 November.
Locally, financial markets at the beginning of the year were significantly affected by expectations of a peace agreement between Russia and Ukraine. The
associated improvement in market sentiment contributed to a decline in EURPLN from 4.26 at the start of January to 4.16 in February. However, the lack
of progress in peace efforts and uncertainties related to the tightening of US trade policy led to a correction, with the exchange rate returning to 4.26 by
the end of March. Over the following two quarters, EURPLN fluctuated only slightly, showing a muted reaction to NBP monetary easing, the downgrade
of Poland’s rating outlook by Fitch and Moody’s, and the incursion of Russian drones into Polish airspace. Only in Q4 did improved global market sentiment
lead to a decline in EURPLN to 4.20.
The domestic interest‑rate market was shaped by the start of monetary easing by the NBP, which cut interest rates by 50 bp in May and subsequently
delivered five additional 25 bp cuts, lowering the reference rate from 5.75% to 4.00%. Government bond yields fell over the course of the year by around
130 bp in the case of two‑year bonds (from 5.25% to 3.95%) and by around 70 bp in the case of ten‑year bonds (from 5.95% to 5.25%), which increased
the slope of the yield curve from around 70 bp to around 130bp. IRS rates declined by around 150 bp for two‑year contracts and around 90 bp for ten‑year
contracts. The 3M WIBOR rate fell from around 5.85% at the beginning of the year to around 4.00% in December.
3,5
4
4,5
5
5,5
6
6,5
Sep 23
Dec 23
Mar 24
Jun 24
Sep 24
Dec 24
Mar 25
Jun 25
Sep 25
Dec 25
YIELDS OF POLISH TREASURY BONDS (%)
2Y 5Y 10Y
3,50
3,60
3,70
3,80
3,90
4,00
4,10
4,20
4,30
4,40
4,50
4,00
4,10
4,20
4,30
4,40
4,50
4,60
4,70
Sep 23
Dec 23
Mar 24
Jun 24
Sep 24
Dec 24
Mar 25
Jun 25
Sep 25
Dec 25
EXCHANGE RATE OF THE ZLOTY VS THE EURO AND THE
DOLLAR
EURPLN USDPLN (rhs)
Source: LSEG, Santander
Stock market
After a volatile 2024, positive sentiment prevailed on the Warsaw Stock Exchange (WSE) throughout 2025, resulting in some of the highest long-term
returns. The main WSE indices such as WIG, mWIG40 and sWIG80 closed the year at new highs, and WIG20, the blue chip index, posted its best
performance since early 2008. WIG, the broad-based index, soared 47.3% YoY and had its best year since 1996, while WIG20 surged 45.3%, a gain not
seen for the last 29 years. Meanwhile, mWIG40 advanced by more than 33% and sWIG80 climbed 25.4%.
These gains were driven mainly by oil, gas and mining companies. Financial sector companies contributed too, notably banks, which fared well despite a
series of interest rate cuts. With a revived investor interest, energy stocks started to rise, attracting foreign capital. The WSE trends were supported by a
global stock market rally driven by AI and commodity stocks, as well as declining interest rates in the U.S. and the eurozone. In spite of recurring
geopolitical tensions, no major losses were recorded by the year-end, although demand was put to the test in the last quarter. Disappointment over
peace talks between Ukraine and Russia caused major sell-offs in August, but the WSE indices managed to neutralise them by the year-end.
Despite a positive start to 2026, as indicated by the January gains, the bullish momentum may face challenges going forward. While political conflicts
between Europe and the U.S. are coming to the fore, it is the global economy, particularly China’s economic expansion, that is expected to shape the stock
market performance this year.
Management Board Report on Santander Bank Polska Group Performance in 2025
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28
Legal environment of the banking sector
The table below shows the selected legislation which was transposed, became effective or started to apply in 2025 and impacted the financial sector in
Poland.
Act or regulation
Effective date/
application date
Selected regulations affecting the financial sector
Regulation of the Council of
Ministers
of 18 December 2024 on the
Polish Classification of Activities
1 January 2025
The regulation introduces changes to the classification of activities in
accordance with the current economic reality and international standards. As a
result, the activity codes assigned to the Bank’s customers must be re-mapped
based on the classification from 2007.
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 governs relationships between obliged financial entities and ICT
service providers and establishes the rules for sharing and exchanging
information about ICT risks. It also sets the following obligations for financial
entities:
to define roles and responsibilities in relation to the management of ICT
risk;
to adopt a dedicated ICT risk management policy and strategies, in
particular: business continuity policy, audit plans and digital operational
resilience strategy;
to develop and regularly update ICT risk scenarios and a list of threats;
to test digital resilience, including to test regularly all key ICT systems and
tools in terms of vulnerability, performance, security, etc.
Act of 20 December 2024 on credit
servicers and credit purchasers
19 February 2025
The act transposes Directive (EU) 2021/2167 of the European Parliament and
of the Council of 24 November 2021 on credit servicers and credit purchasers
and amending Directives 2008/48/EC and 2014/17/EU (NPL Directive).
The regulation requires lenders to inform consumers about any planned
modifications to the terms and conditions of the agreement.
Act of 26 April 2024 on ensuring
compliance with the accessibility
requirements of certain products
and services by business entities
28 June 2025
The act introduces a number of requirements regarding the sale of products
and services to people with special needs.
Banks are required to adapt their websites, apps, portals and customer
documentation to WCAG requirements.
Regulation (EU) 2024/1620 of the
European Parliament and of the
Council of 31 May 2024
establishing the Authority for
Anti-Money Laundering and
Countering the Financing of
Terrorism and amending
Regulations (EU) No 1093/2010,
(EU) No 1094/2010 and (EU) No
1095/2010
1 July 2025
The regulation establishes a new EU authority for anti-money laundering and
countering the financing of terrorism (AMLA).
According to the regulation, the European Banking Authority (EBA) is to keep its
powers within the AML area until 31 December 2025. AMLA, operational since
mid-2025, should assume full powers (including those related to direct
supervision) in 2028.
It will directly supervise selected obliged entities, which means that it will be
vested with powers to issue binding decisions and impose administrative
sanctions, including fines.
As part of direct supervision, AMLA will have the right to demand and instruct
competent national supervisory bodies to take specific measures.
Regulation (EU) 2023/2854 of the
European Parliament and of the
Council of 13 December 2023 on
harmonised rules on fair access to
and use of data and amending
Regulation (EU) 2017/2394 and
Directive (EU) 2020/1828 (“Data
Act”)
Effective since:
11 January 2024
Applicable since:
12 September 2025
The regulation sets out the rules for exchanging data between businesses,
between businesses and consumers, and between businesses and public
authorities. In particular, it:
enables access to and use of data generated by Internet of Things devices
by their users;
establishes mandatory data exchange between businesses where
required by EU law;
prevents from applying unfair contractual terms between businesses
regarding access to and use of data;
enables public sector bodies to access and use data held by the private
sector that are necessary in exceptional circumstances.
Management Board Report on Santander Bank Polska Group Performance in 2025
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29
IV. Development strategy
1. Purpose, aim, values and strategic objectives
At the beginning of 2024, 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 before.
The Group’s purpose is to help customers and employees prosper with an aim to become the most profitable bank in Poland.
Changes compared to the previous year
In 2025, no significant changes were introduced to the strategy of Santander Bank Polska Group. The strategic directions, i.e. Total Experience, Total
Digitalisation and Total Responsibility remained the same.
The priorities set in the strategy are met in line with the strategic initiative agenda. In 2025, all objectives were delivered.
Strategy of Santander Bank Polska Group for 2024–2026
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 2025
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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.
The first direction – Total Experience – is focused on maximising customer and employee experience. The second direction – Total Digitalisation – means
further development of digital service channels for customers and an effective digitalised work environment for employees. The third direction – Total
Responsibility – reflects the Bank’s responsible business agenda and covers environmental, social and governance aspects.
Total Experience
→ A unique corporate culture where customer experience (CX) and employee experience (EX) are equally important.
→ A unique process of designing solutions together with users with a focus on people needs, which is seen as our competitive edge. We also ensure
pragmatic value and positive emotional connection with customers and employees.
→ 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.
→ 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 based on cooperation, trust, diversity, empowerment and continuous development.
• We build the culture of cooperation in the spirit of One Team, placing emphasis on 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.
Management Board Report on Santander Bank Polska Group Performance in 2025
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31
Total Digitalisation
→ A digital business model 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).
• 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 customers and employees:
• 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.
• 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 is why
our services are not just banking.
Total Responsibility
Our objectives 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 communicate our social activities in a comprehensive way, building 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.
Management Board Report on Santander Bank Polska Group Performance in 2025
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32
When setting strategic directions, the Group also defines strategic objectives and key success measures that let it track the progress in delivery of the
strategy.
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.
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’s 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.
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. The ESG objectives set out in the strategy are as follows:
→ Environmental: we help our customers in their transition by offering dedicated financial products and advisory services. Our business model
takes into account environmental risks. We reduce own emissions by increasing energy efficiency. In 2025, the Bank used 100% renewable
energy, as confirmed by the guarantees of origin. We also analyse greenhouse gas emissions as part of the portfolio and identify
decarbonisation levers.
→ Social: we support society through education, social investments and prevention of financial and digital exclusion. We promote equality and
diversity among employees. We ensure a high level of cybersecurity and transparent communication with customers, talking straight about
risks.
→ Governance: our regulatory compliance ensures security and stability, whereby we can strengthen customer trust. We improve our
governance frameworks and foster risk culture to ensure compliance with regulations and requirements (including in terms of ESG), and
prevent greenwashing risk. We integrate the reporting of ESG data and support the adaptation of data collection systems and processes. We
focus on sustainable profitability to be able to finance non-business activities.
Management Board Report on Santander Bank Polska Group Performance in 2025
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33
Key achievements in 2025
TOTAL DOŚWIADCZENIE
Actions delivered in 2025
as part of the TOTAL
EXPERIENCE direction
In 2025, a range of measures were taken to ensure that employees better understand the concept of Total
Experience (TX) and how to use it in everyday work:
Information and communication campaigns were held to help employees understand that each of them
has an impact on the delivery of the TX strategy and can contribute to creating positive customer and
employee experience.
Employees’ skills and engagement were strengthened to better support them in delivering enhanced
experience.
TX standards and tools were improved based on user feedback and lessons learnt during the first year of the
strategy implementation. This way, continuous improvement of employee experience (EX) as part of ongoing
projects helped to create a more positive customer experience (CX).
Solutions were implemented in line with the EX model to incorporate employees’ perspective in assessing and
selecting initiatives as well as monitoring their impact on employees.
Business units’ responsibility for shaping the experience of specific customer groups was increased, while
ensuring a consistent approach across the Bank. The TX management process, standards and environment
were described in the Brand, Customer and Employee Experience Management Policy and embedded into
corporate governance.
Communication was changed to make it more accessible, simple and customer-friendly across all channels.
Tools and training programmes were developed to help employees communicate with customers in plain
language.
TX measurement system was developed and the collected data were used to plan actions for 2026. Emotion
analysis methods were also improved to provide tailored solutions to customers and employees.
The total ownership approach was strengthened to ensure best possible experience during the customer
journey.
Measures were taken to foster the culture of innovation, focusing on ideas and initiatives that may accelerate
business growth.
TOTAL DIGITALISATION
Actions delivered in 2025
as part of the TOTAL
DIGITALISATION direction
The Total Digitalisation agenda was delivered by the Bank’s key divisions.
In the Business and Corporate Banking Division:
The iBiznes24 platform was developed, including the implementation of the ISO20022 standard, an
upgrade to version 2.0 and the use of generative AI to organise counterparty data. As a result, iBiznes24
1.0 was shut down and the number of systems was reduced.
The CLP and Salesforce systems were integrated, improving and automating the lending process, and
the Corpocases domain was implemented and integrated with Cases, laying the groundwork for the
digitalisation of cross-system processes.
The customer onboarding process was further digitalised, including the automation of processes related
to treasury products.
The Retail Banking Division continued to increase digitalisation, positive customer experience and distribution
transformation. As a result, digital sales grew by 30–50% YoY in the key product categories, the number of
mobile application users increased by 250k and customer satisfaction was further enhanced. In 2025, the
Division received many prestigious awards and distinctions for the quality of services in personal, business
and affluent customer segments.
The priority of the Corporate and Investment Banking Division for 2025 was to develop digital products in the
financial markets and transactional banking areas, including FX solutions and regulatory projects (Margin
Markup), develop cross-border cash pooling and improve cash management services, as well as to prepare
the organisation for system modifications resulting from the ownership change.
In the Business Partnership Division, a local Workday platform was implemented to ensure process continuity
following the ownership change, preparations for migration to SAP S/4HANA were started, and the HR Portal
was further developed as a central employee service platform. The high level of automation and reduction of
paper documentation was maintained (97% of processes are paperless), and research and development
initiatives were undertaken, including the pilot of AI-based solutions supporting employee services and
recruitment processes, accompanied by development of AI competencies across the organisation.
The Digital Transformation Division focused on ensuring continuous and seamless services in all customer
contact channels. Efforts were also undertaken to create an engaging and modern work environment by
developing staff competencies and increasing the effectiveness of cooperation. Another priority was to
increase the confidence in the Bank by ensuring high cybersecurity standards, system reliability and
adherence to ESG principles. Financial services are designed to align with customers’ real needs. Alongside
this, the application portfolio is steadily optimised and processes are automated to increase operational
efficiency. The open banking platform is continuously developed and its functionality improved.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
34
Apart from dynamic development of digital channels, processes were further simplified and digitalised.
All strategic objectives were met or exceeded (Digital Availability and Accessibility, BPM maturity).
The main priorities for 2025 included:
To thoroughly simplify processes in assisted channels, with a particular focus on providing consistent
experience across all contact points.
To use combined tools and methods (RPA, GenAI, other automation forms) to eliminate and simplify
middle and back-office processes.
To intensify efforts to reduce the number of processes and process interactions at the Bank (to be
continued in 2026).
TOTAL RESPONSIBILITY
Actions delivered in 2025
as part of the
environmental aspect of
the TOTAL RESPONSIBILITY
direction
Santander New Energy, a platform awarded by Euromoney, was further developed (the list of assets was
extended, the user interface was improved and an upgraded version of the platform was implemented in July
2025).
22 local events were organised for SME customers across Poland to facilitate networking, gather feedback
and tailor the Bank’s offer to customers’ needs.
The report: “Green transition: opportunities and challenges for SMEs – how to gain a competitive edge?” was
published, outlining good prospects for the SME sector to strengthen its market position and build lasting
business relationships within supply chains, provided that necessary changes are implemented.
Retail mortgage loan approval processes were modified to limit the long-term impact of physical risks on both
customers and the Bank. In 2025, changes were introduced with respect to the minimum scope of insurance
cover and the financing of properties located in areas exposed to a high risk of flooding.
The BCB portfolio of transactions classified as sustainable finance was diversified by adding new segments
such as projects related to waste management, production of machinery and components improving energy
efficiency of processes, or social impact projects. The first two agreements on sustainability-linked loans were
signed.
The projects were recognised in the Best Sustainability-Linked Finance category of the first edition of POLSIF
Awards organised by POLSIF Sustainable Finance Forum. The syndicated loan and the issue of sustainability-
linked bonds received the main award. In the Best Sustainable Finance category, the jury recognised the
financing granted for the construction of one of Europe’s largest recycling installations for lithium batteries,
waste batteries and manufacturing waste from the electromobility industry.
In 2025, a new ESCC risk assessment process was implemented for the largest exposures in the business and
corporate segment using an in-house solution. Based on the sector risk assessment, general information
about environmental risk and information from the customer, the customer is classified to a relevant ESCC
risk category. The above process, together with the process related to corporate and investment banking
customers and the assessment of environmental and social risks of financed projects, is part of the system for
assessing ESG risks of individually significant exposures.
100% of the energy used by the Group at the end of 2025(including subsidiaries) comes from renewable
sources.
The Guidelines on reporting carbon footprint and selected environmental footprint parameters were
implemented, including the process of collecting and validating ESG data.
In the Corporate and Investment Banking segment, the Bank supports energy transition through green
financing for such projects as wind farms, photovoltaic installations or energy storage systems. In 2025, it
provided advisory services and arranged financing for two off-shore wind farms. Considered jointly, these two
installations are one of the world’s and the EU’s largest renewable energy projects in terms of the volume of
debt financing. The Bank provided financing for BESS (Battery Energy Storage Systems), as the first lender in
Poland. It also granted sustainability-linked loans (SLL).
Corporate customers were provided with advisory services related to green and sustainability-linked products
(debt, structuring and bond issue).
The Bank prepared the first version of the transition plan, which includes an in-depth analysis of ESG risks
with reference to decarbonisation paths and defines an action plan to mitigate the identified risks.
Actions delivered in 2025
as part of the governance
aspect of the TOTAL
RESPONSIBILITY direction
The social agenda was further developed through the Bank’s model for supporting local communities. The
Bank focused on education (including financial and cybersecurity education), development of professional
skills and entrepreneurship.
Education initiatives undertaken by Santander Universidades in 2025 included:
Free limited online language courses available on the Santander Open Academy platform;
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; grants for students and PhD students.
The following education projects were delivered:
Financial education projects, including “Finansiaki”, the flagship project for parents of children over three
and for teachers. The Santander Foundation also launched the MoneyLab project, i.e. classes for
secondary school students given by volunteers from the Bank.
The purpose of cybersecurity education projects is to teach participants how to protect themselves
against cyberfrauds. Education activities were conducted via internet and mobile banking channels, on
the Bank’s website, as well as on social media (including the “Don't believe in fairy tales”
Management Board Report on Santander Bank Polska Group Performance in 2025
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35
campaign). Meetings were held with customers and local community members (including in Work
Cafés). Initiatives were undertaken in partnership with the Polish Bank Association and the Warsaw
Banking Institute.
The Santander Foundation ran the following social projects:
Scholarship programme for talented primary and secondary school students.
“Here I live, here I make ECO friendly changes”: grants for projects contributing to changes in the local
environment (mini parks, rain gardens, etc.).
“Cyberattack Defenses”: a grant programme designed to increase cybersecurity awareness across all
social groups.
“Bank of Young Sports Champions”: support for organisations delivering sports initiatives for young
people.
New “Flicker Clubs” were opened in Polikarp Brudziński Children's Clinical Hospital (paediatric oncology)
and the Children's Health Centre in Międzylesie.
To prevent financial exclusion, the network of partner outlets and ATMs was developed in the areas where no
Bank’s branches are located.
Another edition of the “ESG Knowledge Bank” training was delivered to employees to consolidate and expand
their knowledge and skills related to sustainable development and ESG.
Initiatives were undertaken to increase employees’ knowledge of cybersecurity and the Bank’s resilience to
different cyber risk scenarios. Educational campaigns were also targeted at customers to inform them about
existing and new cyberthreats.
Educational initiatives were continued in order to raise employees’ awareness of diversity, equality, inclusion,
wellbeing and development.
The corporate culture was enhanced through such initiatives as: Employee Networks and Interest Clubs
(bottom-up initiatives focused on the promotion of diversity, shared values, hobbies, health and self-
development), Diversity Ambassadors (a role performed by senior executives who promote the inclusive
corporate culture);
Educational campaigns and webinars were organised as part of the Diversity Month, Be Healthy Days,
Wellbeing Days, International Women's Day, International Children's Day, International Day of Persons with
Disabilities.
Actions delivered in 2025
as part of the governance
aspect of the TOTAL
RESPONSIBILITY direction
The Bank developed and implemented the “Guidelines for Greenwashing Management and Control”, an
internal regulation covering all processes that may be affected by such risk, from strategy definition to
products and services to communication.
In 2025, the Bank’s approach to assessing the materiality of ESG risk transmission channels was formalised
through the implementation of the “ESG Risk Management Model”.
Work was underway to implement the requirements of the directive on ensuring gender balance in listed
companies.
Guidelines and tools were implemented for managing employee risk, setting objectives and reviewing
performance in order to strengthen the risk management culture across the organisation.
As part of supplier relationship management: “the ESG Code for Suppliers” was published, accompanied by
educational activities, and the supplier assessment process was developed, taking into account ESG risks.
Next steps
Plans for 2026 envisage the following measures aimed to improve Total Experience of customers and employees:
• Continue to develop functional and emotional aspects of customer and employee experience.
• Provide full support to business owners to ensure that all objectives related to customer and employee satisfaction are met.
• Focus on a more comprehensive measurement of the results of the CX and EX approach.
• Deliver new projects based on the TX methodology.
Next development areas were defined as part of the Total Digitalisation agenda, including automation of credit limit renewal, development of the self-
service zone, further integration of Salesforce and CLP, optimisation of services for new customers and organisation of data in CIS2.
In line with the Total Responsibility direction, the Bank will continue to develop its sustainable finance offer in accordance with customer expectations
and focus on decarbonisation levers. It will also collaborate with customers in developing the transition plan.
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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:
Growth drivers and challenges
The Polish banking sector is fragmented but competitive, with the five largest banks accounting for 59.5% of sector assets. Concentration is moderate,
as indicated by an HHI of 928. The macroeconomic environment is conducive to sector growth, as confirmed by stable financial position and improved
profitability of banks.
Key growth drivers:
Key growth challenges:
→ stable sector performance, favourable interest rate environment
despite cuts,
→ increased demand for consumer and home loans,
→ growing interest from foreign investors,
→ investment revival supported by EU funds,
→ increased interest income and higher capital distribution flexibility.
→ regulatory and legal uncertainty with possible new charges
(including provisions for foreign currency loans, higher CIT),
→ credit expansion outpaced by GDP growth,
→ external risks related to the geopolitical situation and global trade
relations,
→ persistently high general government deficit.
Banks’ growth potential in 2026 will hinge on their ability to leverage the economic recovery, maintain high capital efficiency and adapt to the evolving
regulatory and tax environment.
Monitoring of the
progress against
the strategy
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.
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 may be continued or adjusted.
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.
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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.
→ 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 measures, by eliminating gender pay gaps, increasing female representation in 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.
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.
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3. Forecast of economic and financial market situation in 2026
Economic growth
We expect the Polish economy to grow by around 3.9% in 2026, primarily as a result of the investment cycle financed with EU funds. However, the precise
scale of investment growth remains uncertain, mainly due to the risk of incomplete utilisation of the grant component of the Recovery and Resilience
Facility. Economic expansion should also be supported by solid private consumption growth, at a pace similar to 2025. Net trade is likely to continue to
weigh negatively on GDP growth. We expect that relatively strong domestic demand, further weakening of euro‑area economies, and rising
competitiveness of Chinese goods will result in domestic import growth continuing to outpace export growth.
Labour market
In our view, 2026 may be a year of recovery in labour demand, driven by accelerating economic growth. We will likely see a gradual rebuilding of
employment based on standard employment contracts, with smaller increases in other forms of employment. An additional impulse for rising labour
demand this year is the relatively small increase in the minimum wage, which keeps the real minimum wage almost unchanged. Rising labour
productivity, accompanying a growing economy, should lead to a rebound in the number of job vacancies. Lower inflation and the modest increase in the
minimum wage will be the main factors reducing wage pressures. On the other hand, relatively strong economic growth and low unemployment —
providing workers with strong bargaining power — will prevent an excessive weakening of wage pressures. As a result, the scope for further deceleration
in wage growth is now limited, and we assume that wage growth will slow to around 6% YoY.
Inflation
According to our forecasts, CPI inflation will average 2.5% y/yYoY next year, remaining within the NBP’s deviation band around the inflation target
throughout the year. At the beginning of the year, inflation may fall slightly below the target, towards 2.0% y/yYoY, supported by the same factors that
contributed to disinflation in 2025, including slowing food‑price growth and disinflationary pressure from Asia. Later in the year, inflation should edge
up again, driven by the NBP’s rate cuts, expansionary fiscal policy and the further economic recovery that we expect. By the end of the year, CPI inflation
should stand at around 3% y/yYoY.
Monetary policy
In 2026, interest rate decisions will be driven primarily by the behaviour of inflation. Our forecasts indicate that inflation will fall below 2.5% y/yYoY in
the early months of the year, which may encourage the MPC to adjust rates further. However, the room for cuts appears increasingly limited. We assume
that after a pause in January, the MPC will also leave rates unchanged in February due to the absence of January inflation data. In March, a new MPC
projection — together with the January CPI print — should allow for a 25 bp cut. We expect the next adjustment to take place in May, after which the
MPC is likely to stop easing once the reference rate reaches 3.5%.
Credit and deposit market
In 2026, credit growth is likely to continue. Incoming EU funds and rising corporate investment should support corporate lending dynamics, while lower
interest rates and moderating housing‑price growth will support consumer and mortgage lending. We expect total credit volumes to increase by around
6% y/yYoY in 2026, with corporate lending rising by 7–8% and household lending by 6–7%. The anticipated inflow of EU funds, an increase in NBP reserve
assets and the high supply of government bonds purchased by the banking sector will continue to support strong money‑supply growth in 2026. As a
result, deposit growth is expected to outpace credit growth, reaching around 8% y/yYoY.
Financial markets
We expect the Polish currency to remain relatively stable in the coming months, with EURPLN trading in the 4.20–4.25 range. In our view, the positive
influence of resilient domestic economic growth and the likely end of the NBP’s rate‑cut cycle will be balanced by persistent geopolitical uncertainty, a
gradually widening current‑account imbalance and expansionary fiscal policy. Among these factors, developments in the war in Ukraine and tensions in
relations with Russia appear to be the key risks that could significantly alter the zloty’s trajectory.
In the Polish government‑bond market, we see room for a decline in short‑term yields and further steepening of the curve in response to additional NBP
rate cuts. Further strengthening of domestic debt could occur is possible under a scenario of a ceasefire in Ukraine — which would reduce the geopolitical
risk premium on all regional assets — and/or substantial Fed rate cuts that would generate spur a global search for yield. Without these In the absence
of these factors, and given trends in core markets, the potential for further declines in long‑term yields appears largely exhausted
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V. Relations with employees
1. Human capital
Employment
As at 31 December 2025, the number of FTEs in Santander Bank Polska Group was 10,103 (11,396 as at 31 December 2024, including
SCB Group S.A.).
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
11,323
11,309
11,471
11,396
10,103
31-gru-2021 31-gru-2022 31-gru-2023 31-gru-2024 31-gru-2025
Employment in Santander Bank Polska Group
as at 31 December in years 2021-2025 (in FTEs)
Santander Bank Polska S.A.
95%
Subsidiaries
5%
Employment structure in
Santander Bank Polska Group as at 31.12.2025
9,432
9,506
9,479
9,486
9,433
9,434
9,432
9,553
529
552
553
549
533
532
532
550
9,961
11,437
10,032
10,035
9,966
9,966
9,964
10,103
31-Mar-2024 30-Jun-2024 30-Sep-2024 31-Dec-2024 31-Mar-2025 30-Jun-2025 30-Sep-2025 31-Dec-2025
Employment at Santander Bank Polska Group (in FTE )
(excl. SCB Group)
at the end of consecutive quarters in 2024 and 2025
Other subsidiaries Santander Bank Polska S.A.
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Employment structure of Santander Bank Polska Group in 2025
up to 25 yrs
5%
26-35 yrs
26%
36-45 yrs
34%
46-50 yrs
13%
over 50 yrs
22%
Employee structure by age
at Santander Bank Polska Group
Men
34%
Women
66%
Employee structure by gender
at Santander Bank Polska Group
Employees with minimum
university education
76%
Employees with other
than university
education
24%
Employee structure by education
at Santander Bank Polska Group
Women make up the majority of Santander Bank Polska Group’s workforce (66%).
The age structure is diversified, with the highest share of people aged 36–45.
76% of employees have at least the first-level university degree.
For more statistical data about the Group’s workforce, including the methodology applied for calculating the number of employees and FTEs for
sustainability reporting purposes, see Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2025”.
2. Remuneration policy and bonus schemes
Scope and perimeter of the remuneration policy
The rules for remunerating employees are set out in the “Remuneration Policy of Santander Bank Polska Group”, which covers employees of the Bank
and its subsidiaries, including identified employees (known as material risk takers, i.e. employees whose professional activity has a significant impact on
the risk profile of the organisation) excluding members of the Management and Supervisory Boards. The remuneration for members of the management
and supervisory bodies is governed by separate policies described in Chapter XIII “Statement on corporate governance in 2025”, Part 4 “Governing bodies”.
The Group’s remuneration policy covers a wide range of topics. It defines the rules for determining fixed and variable remuneration, awarding bonuses
for sales staff, identifying and awarding bonuses to material risk takers in the Group, determining remuneration of control function employees and
applying malus clauses (identification, assessment and ex-post adjustment to variable remuneration payable to material risk takers of the Group).
The purpose of the policy is to support long-term sustainable growth of the Group by ensuring that employees are adequately remunerated and
effectively motivated to deliver best results and to achieve the strategic goals. The remuneration system is consistent with the interests of key
stakeholder groups (shareholders, employees, customers and communities) and supports long-term value creation, while taking into account such
aspects as risk management, strategy, interests of the organisation, capital requirements and corporate culture. The practices related to the remuneration
policy are gender neutral. They allow the Group to recruit and retain top talents using a competitive remuneration package including base salary, bonus
schemes and attractive benefits.
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Changes to the Remuneration Policy
The annual review of the Remuneration Policy in 2025 did not point to any necessary changes in the document.
Fixed remuneration
The key component of remuneration at Santander Bank Polska S.A. is the base salary, which is determined on the basis of the role performed, scope of
responsibility, qualifications and experience. In its approach to job valuation, the Bank’s remuneration unit uses best market practice to ensure
competitiveness of remuneration.
In response to dynamic changes in the labour market, the Group’s remuneration system is periodically reviewed using payroll reports of leading advisory
companies and data published by Statistics Poland (GUS). Salary review is a standard element of the Bank’s management, recognition and talent
acquisition/ retention. The main objective of the process is to increase the pay of the lowest earners, reward contribution to the Bank’s digital
transformation and strategic projects and initiatives, reward top performers and employees acting in line with corporate values, benchmark base salaries
of the Bank’s units, and ensure equal pay for women and men performing the same roles.
As part of the remuneration strategy, each year the Bank conducts a salary review, including in terms of competitiveness. Based on the results of the
analysis conducted in 2025, pay rises were introduced in Q3. This way, the Bank increased the competitiveness of remuneration and reduced the gender
pay gap as part of the remuneration strategy.
Variable remuneration
Variable components of remuneration
The employees of Santander Bank Polska Group are subject to bonus schemes based on which they are awarded variable remuneration. The bonus
schemes increase staff motivation and support the delivery of strategic objectives set by the organisation. The awarding criteria and bonus levels are
strictly linked to business and qualitative results of the Group and individual employees, whose performance, delivery of objectives, behaviours and
engagement are reviewed on a regular basis.
The Group’s employees are set individual objectives that correspond to the activities of a given organisational unit. The objectives of the employees of
control units (internal audit, compliance area, risk management units and HR units) arise from the roles they perform and their remuneration does not
depend on the financial performance of business areas they control. In the case of the sales staff, in addition to quantitative and qualitative objectives
the performance review also covers the indicators related to customer service, risk management and compliance with the applicable regulations.
Variable remuneration depends on a bonus scheme relevant to a given employee (including bonus regulations for front-office staff, back-office staff and
employees of control units). Individual bonus schemes differ in terms of eligibility criteria, bonus amount and payment frequency. Bonus payment is
conditioned upon the delivery of specific quantitative objectives (e.g. a stated gross or net profit growth rate or amount, credit cost, NPL, RWA) and
satisfaction of qualitative criteria (e.g. customer satisfaction). It also has an option of awarding individual discretionary awards pursuant to the internal
regulations.
The rules for determination and payment of variable remuneration for material risk takers are presented in Chapter XII “Statement on corporate
governance in 2025”, Part 5 “Remuneration policy”.
The overall variable remuneration cannot exceed 100% of fixed remuneration even in the case of an outstanding performance. However, in exceptional
cases, this limit may be increased to maximum 200% of fixed remuneration subject to the approval by the AGM.
Variable remuneration components also include long-term incentive plans addressed to key employees of the Bank. In 2025, there was five-year
Incentive Plan VII in place for employees of the Bank and its subsidiaries who significantly contribute to growth in the value of the organisation.
As the business and qualitative targets were met at the level triggering a bonus pool for 2024, in Q1 2025 the Bank’s Management Board decided to pay
variable remuneration in its full amount. Objectives were also achieved to pay the awards under long-term Incentive Plan VII.
Incentive Plan VII
Rules
On 27 April 2022, Incentive Plan VII was established in Santander Bank Polska Group under resolution no. 30 of the Annual General Meeting. The Plan is
addressed to the employees of the Bank and its subsidiaries (excluding Santander Consumer Bank S.A.) who significantly contribute to growth in the
value of the organisation. Its purpose is to motivate the participants to achieve business and qualitative goals in line with the Group’s long-term strategy.
This mechanism is to strengthen the employees’ relationship with the Group and encourage them to act in its long-term interest.
The plan mandatorily covers all persons with an identified employee status in Santander Bank Polska Group (MRT/Material Risk Takers). Other key
employees indicated by the Management Board and approved by the Supervisory Board may participate in the Plan on a voluntary basis.
The Plan covers the period of five years (2022–2026). However, as the payment of variable remuneration is deferred, the share buyback and allocation
will be completed by 2033.
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The participants are entitled to variable remuneration in the form of the Bank’s shares provided that they meet the terms and conditions stipulated in the
participation agreement and the resolution. To that end, Santander Bank Polska S.A. will buy back up to 2,331 shares from 1 January 2023 until 31
December 2033.
Participants who join the Plan are excluded from other incentive schemes applicable in the Bank and are not entitled to bonuses defined in the bonus
rules applicable at their units in a given year. This provision does not apply to Material Risk Takers who receive variable remuneration in line with the
Rules for payment of variable remuneration to identified employees of Santander Bank Polska Group applicable in a given year.
For information about the vesting criteria of Incentive Plan VII, see Chapter XII “Statement on corporate governance in 2025”, Part 4 “Governing bodies”.
Control of the Incentive Plan in 2025
The Supervisory Board defines the list of participants at the Management Board’s request.
In each year of the Plan, the Supervisory Board sets the matrix of targets for Management Board members. Their achievement impacts the value of the
award granted. At the same time, the Management Board approves the matrix of targets for individual organisational units. The value of the award
depends on their delivery. The heads of individual organisational units set the matrix of targets and communicate it to the participants.
The entitlement to the award or retention award may be denied in part or in full if a conflict of interest is identified because an employee has put their
personal interests or the Bank’s interests before customer’s interests or has acted to the detriment of a customer.
The Supervisory Board may periodically review the list of participants, in particular in order to verify the rationale behind their further participation in the
Plan.
Delivery of the Incentive Plan in 2025
The General Meeting of Santander Bank Polska S.A. held on 18 April 2024 authorised Management Board members to repurchase, in 2025, fully covered
own shares for the Plan participants in respect of the award for 2024 and deferred awards for 2022–2023 payable in 2025.
Pursuant to the Management Board’s resolution of 25 February 2025, between 26 February and 12 March 2025 the Bank’s shares were repurchased on
the regulated market of the Warsaw Stock Exchange via the agency of Santander Brokerage Poland, using funds from the capital reserve.
On 12 March 2025, the buyback was closed as the sufficient number of shares were repurchased to pay out the awards for Incentive Plan VII participants
in 2025. The Bank bought back 155,605 own shares (of 326,000 shares eligible for buyback) totalling PLN 82,367,105 (from PLN 87,042,000 worth of
capital reserve allocated to the delivery of the Plan in 2025). The average buyback price per share in 2025 was PLN 527.46. All shares, representing 0.15%
of the share capital and voting power, were transferred to the brokerage accounts of the eligible participants. Having settled the instructions, the Bank
does not hold any own shares.
The Annual General Meeting of Santander Bank Polska S.A. held on 15 April 2025 authorised Management Board members to repurchase up to 390k
own shares representing 0.38% of the share capital and voting power in order to award Incentive Plan participants with the award for 2025 and deferred
awards for 2022–2024 payable in 2026. The total amount that the Bank can spend on the purchase of own shares in 2026, including the cost of purchase,
is PLN 104,130m.
In 2025, the total amount recognised in the Group’s equity in line with IFRS 2 Share-based Payment was PLN 104.9m (PLN 100.2m in 2024) and was
taken in full to staff expenses for 2025. This amount comprises expenses incurred in 2025 and part of the costs attributable to subsequent years of the
Incentive Plan as the award will be vested in stages. As at 31 December 2025, PLN 82.4m (PLN 72.3m in 2024) worth of shares were transferred to
eligible employees.
Linking the remuneration system with the performance in the sustainability area
The Bank ensures consistency of the remuneration policy with the Bank’s strategy on integration of sustainability risks by linking it to variable
remuneration of the employees responsible for issuing investment recommendations as part of investment advisory services.
In addition, the variable remuneration of the Group’s key function holders is linked to the delivery of ESG objectives/ limits as well as prevention of
excessive risk-taking in this area and disinformation about the Group’s ESG-related measures (greenwashing practices).
ESG (environment, social responsibility and governance) is also one of the factors included in the qualitative indicators used to calculate the bonus pool
for top executives and key employees. Its weight ranges from -5% to +5%.
All employees covered by the remuneration policy have the right to receive equal pay for equal work or work of equal value, regardless of their gender.
Work of equal value means the work which requires comparable professional skills, practice and experience from employees and involves comparable
responsibility and effort. The Bank strives to ensure gender-neutral pay, equal opportunities and the elimination of inequalities.
Pay equality is a priority for the Management Board and key factor during the review of base salaries. In 2025, the Gender Pay Gap (GPG) was 30.15% in
the case of base salary and 30.77% in the case of total remuneration, and the Equal Pay Gap (EPG) was -0.12%.
The GPG and EPG are subject to ongoing monitoring as part of a regular reporting process.
Social and employee benefits
The Bank offers a broad range of employee benefits which help make it a more attractive workplace and support employees in various life situations,
increasing their safety and comfort.
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Employee benefits include:
→ Private medical care with two forms of reimbursement, physiotherapy treatments, psychological or psychiatric counselling, and a dedicated
helpline. Employees can also buy attractive medical care packages for their family members.
→ Group life insurance plans with preferential financial terms.
→ Benefits from the Social Benefits Fund, including non-refundable financial aid in the case of difficult economic or health situation, school kit, co-
financing of summer/winter camps for children, co-financing of nursery and kindergarten fees, low-interest loans for renovation or purchase of a
house or flat, holiday benefit.
→ Co-financing of sports cards to promote a healthy and active lifestyle.
→ Access to the cafeteria system offering a variety of tourist, sports, leisure, and culture options, which can be paid for using points awarded to each
employee.
→ Banking products offered on attractive terms.
→ Numerous development and wellbeing initiatives that meet current needs.
Santander Bank Polska S.A. also offers a benefits package for employees with disabilities, including a financial allowance, two additional days off (also
available to employees with a mild degree of disability) and the possibility of 100% remote work, subject to agreement with their manager.
3. HR policy
Recruitment policy
Santander Bank Polska S.A. recruits new employees both internally and externally using methods and sources which are relevant to existing vacancies.
They include specialist recruitment portals, the Referrals Programme, recruitment agencies, PR campaigns and targeted recruitment campaigns in social
media, practical training and internships and cooperation with Santander Universidades.
The Bank’s employees have precedence over other candidates in the internal recruitment processes at Santander Bank Polska S.A., which increases their
development opportunities and helps build individual career paths.
The candidate profiles are checked to see if they meet the required job criteria in terms of their competencies, experience, knowledge, motivation,
personality and compatibility with the organisational culture. All persons involved in the recruitment process must comply with the business ethics
principles arising from the Labour Code and internal policies, in particular with the confidentiality and non-discrimination regulations.
The Referrals Programme of Santander Bank Polska S.A. engages employees in the recruitment process as it provides an opportunity to recommend
candidates for vacant job roles in the Bank. The system helps to reach a wider group of prospective employees who have relevant skills, aptitude and
motivation, and are interested in taking up a job at the Bank.
The Bank’s recruitment policy describes the recruitment process, establishes the criteria for defining recruitment needs and sets FTE limits.
Management of employee potential
Talent management
Santander Bank Polska S.A. manages employee potential based on the “Talent Management Policy”, which sets out the principles and standards for
identifying key talents in the organisation that will determine the future results and strategies.
Assessment of employee potential is key to talent management, enabling effective management of employee development and talent engagement,
development and career planning, succession planning and the delivery of appropriate development programmes.
The process is performed every two years for the Bank’s employees with at least 12 months of service. In the case of top talents and employees with
more than 12 months of service without prior potential assessment, the process is performed each year. It was also delivered in 2025.
The process results support managers in making decisions concerning employees. The process also helps employees learn, develop and realise their
potential, which affects their performance, engagement and job satisfaction.
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Succession planning
Succession planning supports development of the future leaders and ensures long-term stability and competitiveness of Santander Bank Polska S.A.
Business continuity is critical to the Bank, therefore succession planning is a periodical process which covers Management Board members and senior
executives.
Measures are taken to ensure that prospective successors have competencies and experience necessary for effective management in a dynamically
changing business environment. To effectively respond to the changing needs of the organisation, the succession planning covers three time horizons:
short, medium and long.
At the same time, focus is placed on diversity and balanced representation of men and women among successors.
Management by objectives
Santander Bank Polska S.A. pursues management by objectives, which supports delivery of strategic goals and staff development and promotes
behaviours in accordance with the Simple, Personal and Fair values and five corporate behaviours. This standardised process is the same across the entire
Santander Group in terms of the model and schedule. It allows for flexibility (as the objectives can be modified along the way) and for communication
efficiency (as it facilitates communication between employees and their line managers due to more frequent meetings, regular feedback and system
support).
Applicable since 2025, the model consists of three dimensions:
→ individual business objectives linked to the Bank’s strategic objectives,
→ individual quality objectives related to how the objectives are achieved, taking into account the TEAMS corporate behaviours,
→ an objective cascaded by the manager.
Management by objectives is supported by digital tools that help employees, managers and HR Business Partners complete individual stages of the
process.
4. Strategic HR development directions
Delivery of HR strategic objectives
In 2025, work was underway to deliver the objectives defined in the HR strategy in accordance with the Bank’s strategic directions.
During the reporting period, a particular focus was placed on the following areas:
Effective transformation
towards Total Experience and
building the bank of first
choice for talents
In accordance with the strategy for 2024–2026 “We help you achieve more”, measures were continued in 2025
under the Total Experience (TX) strategic direction, which assumes that employee experience is as important as
customer experience.
Based on the roadmap of the TX strategy for 2024–2026, a focus was placed on promoting the TX methodology
and adjusting it to the needs of the organisation. The key TX standards (plain language, service, and Compass
solution design standards) were simplified and updated, internal communication activities were conducted and
the TX Policy was implemented.
In line with the Employee Experience management model, an employee engagement survey was held in H1 2025.
The overall response rate was 92%. eNPS (Employee Net Promoter Score) based on the survey results met the
objective, i.e. exceeded the True Benchmark, ranking the Bank first among Santander Group companies in Europe.
Based on the conclusions from the survey, projects were run in 2025 by Hot and Gain Spot multidisciplinary teams
in relation to strengths and areas for improvement. The results were used to develop action plans for individual
units to address the identified issues. The dialogue with employees was continuously developed, including
through quantitative and qualitative surveys and EX Forum meetings.
Digitalisation and
improvement of process
efficiency in HR with the use of
new technologies
To improve employee experience, a variety of initiatives were undertaken to digitalise HR processes and provide
self-service solutions. AI-based HR tools were developed, including a prototypical AI solution for handling general
and routine HR queries from employees, and AI tools supporting the recruitment process.
Self-service HR systems were further improved by introducing solutions co-designed with employees and
addressing their needs in line with user-centred design principles.
Building a strong corporate
culture focused on people,
innovation and safe work
environment
The Bank continued to transform its corporate culture as part of delivery of strategic HR objectives. In 2025, a
particular focus was placed on areas which drive innovation such as experimentation and co-creation. The Bank
promoted a co-creation platform, a tool enabling staff to effectively engage in designing and testing solutions
and products for employees and customers.
A range of initiatives were undertaken to support mental and physical wellbeing of employees, including the
Wellbeing Day and BeHealthy Week. To foster the diversity and inclusion culture, the Bank promoted employee
networks and interest clubs. A variety of educational initiatives for employees were also held on the Appreciation
Day, Women’s Day, Mother’s Day, Children’s Day, Pride Month, etc. to promote an inclusive corporate culture.
As part of Total Responsibility, a range of educational initiatives for employees were implemented to foster an
inclusive corporate culture and promote employee wellbeing.
Management Board Report on Santander Bank Polska Group Performance in 2025
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45
The HR initiatives delivered in 2025 included:
Development of AI-powered
HR tools
Prototypical AI tool – a chatbot assistant – was designed to handle general and routine HR queries from
employees. The first tests with HR experts were completed. Based on the results, a decision was made to
implement the assistant in Q1 2026. Work is underway to design the architecture, prepare the knowledge base
and improve the functionality of the tool.
As part of the project aimed to implement AI tools to support recruitment, the first two of three planned scenarios
were executed and tested. Improvements to the prototypes of all three scenarios are being prepared for testing
with managers and internal candidates planned for Q1 2026.
Development activities and
leadership transformation
initiatives aimed to strengthen
the competencies of
employees and leaders in the
dynamically changing
technological and digital
environment
A new data analysis training programme was launched, including the Power BI module.
Employees were required to complete mandatory e-learning courses to consolidate knowledge, strengthen
business competencies and ensure compliance with legal requirements.
The leadership development programme for key managers was continued to prepare leaders for performing their
roles in the digital transformation environment and develop their change management skills. A series of
development initiatives were completed to strengthen managerial skills and dedicated tools were implemented
to support leadership transformation.
Ethics and relations –
prevention of employee
relations issues
To prevent workplace misconduct, a range of preventive and educational activities were conducted for HR units,
employees and managers, including workshops, webinars and publication of articles.
The “Call for dialogue”, “Lessons learned from intervention” and “In the rhythm of changes” projects were
delivered to raise the awareness of inappropriate behaviours at work and promote the culture of dialogue and
effective collaboration.
Tools were promoted among employees to support them in difficult work situations, in particular a helpline for
consulting incidents in relations with other employees.
Employee wellbeing and
inclusive culture
In 2025, the Bank continued the activities promoting the mental and physical wellbeing of employees through
such initiatives as BeHealthy Days and Wellbeing Days.
A range of initiatives were undertaken to improve health and safety at work. A sector report was prepared
(“Prospects of occupational health and safety development in the office environment”) to broaden the knowledge
of work safety.
Measures were continued to promote diversity, equity and inclusion. A range of initiatives were undertaken,
including webinars, discussion panels, charity activities and contests, to celebrate International Women’s Day,
Children’s Day, Diversity Day, Day of Solidarity between Generations and Day of Persons with Disabilities. The
topics included intergenerational dialogue, parental equality, inclusive language, carers’ obligations,
neurodiversity.
Employee networks and interest clubs were developed to promote a culture of inclusion.
Certificates and awards granted to Santander Bank Polska S.A. in 2025 in recognition of initiatives undertaken and their effects
→ Top Employer Poland 2025
→ Top Employer Europe 2025
→ Great Place to Work 2025–2026 (a certificate awarded to the Bank as the only commercial bank in Poland for the third
year running, with the following areas rated high by employees: trust, respect, development opportunities and friendly
work environment)
→ Diversity IN Check 2025
→ Great Place to Work® Polska 2025
→ Diversity Charter Award (DEI in Business) for measures taken to promote psychological safety and inclusive employee
communities (networks and interest clubs)
→ “Ethical Company” award from Puls Biznesu
→ “Equal Company certificate” granted by the Forbes Women magazine
Management Board Report on Santander Bank Polska Group Performance in 2025
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46
5. Training and development
Training policy and its delivery
At Santander Bank Polska S.A., each employee is responsible for their own development and career path. The Bank’s role is to inspire and support
employees in line with the 70/20/10 model, which assumes that employees develop through participation in various projects (70%), use of development
tools such as mentoring (20%) and webinars and on-site training (10%).
A Development Zone was created, providing information about all development options offered by the Bank (e-learning, mentoring, development
assessments, etc.), including a calendar of trainings available to all employees, as well as useful information for managers. The development offer
includes training materials in various forms (e-learning, podcasts, articles) and different proposals for employees depending on their age and experience.
In addition to webinar and e-learning training, mentoring and peer-to-peer work are used to develop skills for quickly and effectively solving complex
challenges through the analysis of business cases in smaller groups.
There are also development programmes dedicated to particular employee groups: Management Board members and leaders (Leader’s Quest,
psychoeducational webinars, Leader of the Future – Braving the AI).
Moreover, the Bank supports employees in developing their competencies of the future related to data analysis and AI (Data within Your Hands: Analytics
for all! and Santander Skilling) and prepares leaders for performing their roles in the changing technology-driven environment (Leader of the Future –
Braving the AI). AI-based development solutions are also implemented, including a mentoring application or a language learning application with an AI
teacher.
The Bank organises thematic training as part of such initiatives as BeHealthy Week, ESG Week or RiskPro which focus on healthy lifestyle, sustainable
development and risk culture. It also supports employees in the development of competencies, ensuring access to best-in-class training courses on
dedicated platforms such as DOJO and LinkedIn Learning or Open Academy.
Thanks to close cooperation with Santander Group, employees can participate in global programmes such as Young Leaders and Global Mobility.
Regulatory compliance is a key priority for the Bank. To this end, mandatory certification and training courses are provided for new and existing employees
(if required by law or depending on the importance of the subject), and the training agenda is regularly reviewed with completion rates monitored on an
ongoing basis.
Key training and development programmes in 2025
Development activities and initiatives for employees and leaders in the dynamically changing technological and digital environment
→ Leader of the Future – Braving the AI: a development programme for mid-level managers designed to develop the competencies of the future
and prepare the participants to take up leadership roles.
→ Leader’s Quest: a series of induction training sessions for new managers.
→ Onboarding programme for new employees.
→ Co-financing of foreign language learning.
→ Mentoring: knowledge sharing across the organisation.
→ A new data analysis training programme was launched, including the Power BI module.
→ Employees were required to complete mandatory e-learning courses to consolidate knowledge, strengthen business competencies and
ensure compliance with legal requirements.
→ The leadership development programme for key managers was continued to prepare leaders for performing their roles in the digital
transformation environment and develop their change management skills. A series of development initiatives were completed to
strengthen managerial skills and dedicated tools were implemented to support leadership transformation.
→ A series of trainings called “Engaged in Change” was introduced to prepare employees for change and intercultural cooperation.
Management Board Report on Santander Bank Polska Group Performance in 2025
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47
VI. Relations with customers
1. Service quality and customer experience management
TX strategic direction on the operational level
The highest quality of customer experience at Santander Bank Polska Group is crucial for the Bank on two levels: strategic and operational.
The TX (Total Experience) approach – enshrined in the 2024–2026 strategy – defines the Group’s ambition in this area. The approach is described in detail
in Chapter IV “Development strategy”. In its ambition to lead the market, the Bank prioritises customer needs and high-quality experiences that foster
long-lasting, emotionally positive relationships.
The Group manages three interconnected experiences, those of:
Pursuing the TX approach, the teams responsible for developing products, services and processes focus on both the practical and emotional needs of the
above-mentioned groups. They ensure that experiences are not only excellent but also consistent across all channels and touchpoints with the Bank. The
Group’s ambition is to become a “love brand” in the financial sector.
At the operational level, TX drives the development of processes and tools. In 2025, the Bank updated its CX Policy of 2022, transforming it into the
Brand, Customer and Employee Experience Management Policy (TX Policy). The document integrates the TX approach into the Group’s corporate
governance framework.
The policy structures the experience management process and, through six TX standards, also equips teams with practical tools for their daily work. Its
goal is to create an environment that supports the development of experiences for customers, employees and potential customers, while ensuring
consistency and positive emotional impact.
Employees
Customers
Employees
Potential customers ....
Customers Employees
Management Board Report on Santander Bank Polska Group Performance in 2025
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48
TX standards organise, among other things:
→ Communication with audiences (simplicity and accessibility);
→ Customer service (digital UX standard and customer service standard);
→ Development of products and services tailored to needs (design, satisfaction survey and process management standards);
→ Employee engagement – applying similar principles as those used in designing customer experience.
Results of TX initiatives
The engagement of our teams and the development of cooperation enabled us to achieve the objectives of our 2025 strategy. This translated into a
significant increase in key customer and employee satisfaction metrics and increased the attractiveness of our brand among potential customers. The
high quality is also confirmed by external rankings – in 2025, the Bank placed first and second in rankings published by Newsweek, Forbes, and Bank
magazines.
In the retail segment, all results put us at least among the top three in the market. Notably, the Bank reported a more than 10-point increase, ranking
among the top two in the affluent customer segment.
Individual customers appreciate simple and accessible communication, fast and efficient processes, as well as the competence and engagement of
employees. They also value the alignment of products and services with their needs, and the fairness of fees. Among emotional attributes, customers
most often cite feeling recognised and appreciated, as well as receiving support in matters that are important to them.
In the SME segment, the Bank recorded a more than six-point increase YoY, reaching a top-two position and narrowing the gap to the market leader to
0.9 points.
Among corporate clients, alongside achieving goals related to the quality of employee and customer experience, the Bank particularly stands out with
the market’s highest NPS in the high-turnover customer segment. The Bank is a leader in this category.
Corporate clients particularly value relationships with advisors and financial management solutions available through electronic banking. They also rate
telephone support highly, with nine out of ten clients resolving their issues at the first point of contact.
2025 was the second year of implementing our three-year strategy. In the coming year, the Group will maintain its focus on enhancing customer and
employee experience.
2. Complaints management
Customers of Santander Bank Polska S.A. may file complaints at their convenience: in branch, by mail, by phone or via electronic banking, including via
video call or chat.
Responses to complaints are provided in the customer’s preferred form: by letter, text message or via internet and mobile.
For more information about the complaint handling process (including quantitative data), please see Chapter XIII “Consolidated Sustainability Statement
of Santander Bank Polska Group for 2025”.
3. Barrier-free banking and digital solutions
The Bank makes sure that its offer, services and communication systems accommodate the needs of all customers. Services are provided in traditional
branches, in digital channels and via the network of self-service devices. Accessibility is steadily improved as part of the Barrier-free Banking programme
run by the Bank since 2010. Its aim is to ensure access to the Bank's products and services for customers with diverse needs, including people with
disabilities and those with additional specific requirements. With the use of new technologies, the Bank steadily increases accessibility of products and
services in remote channels, while ensuring appropriate conditions for customers in traditional branches.
For more information about inclusive banking, please see Chapter XIII “Consolidated Sustainability Statement of Santander Bank Polska Group for 2025”.
Management Board Report on Santander Bank Polska Group Performance in 2025
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49
VII. Investor relations
1. Investor Relations at Santander Bank Polska S.A
Investor Relations at Santander Bank Polska S.A. ensures transparent, reliable and best-in-class standards of communication with capital market
participants in Poland and abroad.
The Bank delivers its information policy in line with all applicable laws and best market practices, while ensuring equal access to information for all
stakeholders.
The Bank’s priority is to provide high-quality data that enable investors, analysts and shareholders to make a comprehensive and accurate assessment
of the Bank’s and the Group’s financial standing, competitive position and strategic effectiveness. Communication is conducted in a regular and timely
manner, in accordance with prevailing market standards.
Investor Relations engages in professional dialogue with institutional investors and stock market analysts, informing them about the Group’s financial
performance and development, as well as other relevant aspects that may affect investment decisions.
In 2025, the key activities in the investor relations area included:
→ Organisation of four conference calls in Polish and English to present financial results, along with the publication of recordings on the Bank’s website
at: https://bank.santander.pl/relacje-inwestorskie/serwis-relacji-inwestorskich.html.
→ Organisation of around 115 meetings with investors and stock market analysts led by the representatives of the Bank’s Management Board and the
Investor Relations Office.
→ Participation in nine conferences organised by Polish and foreign brokerage offices and in several meetings related to bond issues.
At the end of 2025, 14 analysts from Polish and foreign financial institutions prepared and published reports and recommendations concerning the Bank’s
shares.
The complete set of information for investors (concerning both current and past years) is available on the Bank’s Investor Relations website. The “Best
Practice” tab includes details on the application by the Bank of the principles contained in Best Practice for GPW Listed Companies
2021: https://www.santander.pl/en/investor-relations/best-practice .
2. Share capital, ownership structure and share price
Ownership structure in 2025 and the majority shareholder
As at 31 December 2025, 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 2024 and 2025 is presented in the table included in Chapter XII
“Statement on corporate governance in 2025”, Section 2 “Issuer’s securities”.
Majority shareholder
The profiles of Banco Santander S.A. and Erste Group Bank AG are presented in Chapter II “Basic information about the Bank and Santander Bank Polska
Group”, Part 1 “History, ownership structure and profile”.
Management Board Report on Santander Bank Polska Group Performance in 2025
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50
Share price of Santander Bank Polska S.A. vs the market
> Share price of Santander Bank Polska S.A. in 2025
> Share price of Santander Bank Polska S.A. and trading volumes in 2024 and 2025
0.00
100.00
200.00
300.00
400.00
500.00
600.00
700.00
0
200,000
400,000
600,000
800,000
1,000,000
29-Dec-2023
29-Jan-2024
29-Feb-2024
31-Mar-2024
30-Apr-2024
31-May-2024
30-Jun-2024
31-Jul-2024
31-Aug-2024
30-Sep-2024
31-Oct-2024
30-Nov-2024
31-Dec-2024
31-Jan-2025
28-Feb-2025
31-Mar-2025
30-Apr-2025
31-May-2025
30-Jun-2025
31-Jul-2025
31-Aug-2025
30-Sep-2025
31-Oct-2025
30-Nov-2025
31-Dec-2025
Price of Santander Bank Polska shares and their stock exchange trading volumes in 2024 and 2025
Share Turnover (number of shares) - left axis
Price of Santander Bank Polska Shares (PLNm) - right axis
Key data on shares of Santander Bank Polska S.A.
Unit
31.12.2025
31.12.2024
Total number of shares at the end of the period
item
102,189,314
102,189,314
Nominal value per share
PLN
10.00
10.00
Closing share price at the end of the reporting period
PLN
545.40
457.60
Ytd change
%
+19.2%
-6.6%
Highest closing share price Ytd
PLN
621.0
581.0
Date of the highest closing share price
-
25.04.2025
8.04.2024
Lowest closing share price Ytd
PLN
457.60
437.20
Date of the lowest closing share price
-
23.06.2025
29.11.2024
P/E for 12 months at the end of the period (Bank)
-
8.31
9.00
P/E for 12 months at the end of the period (Group)
-
8.60
8.97
Basic earnings per share for the reporting period (Bank)
PLN
65.65
50.86
Basic earnings per share for the reporting period (Group)
PLN
63.40
51.01
Capitalisation at the end of the period
PLN m
55,734
46,762
Average trading volume per session
-
83,717
84,928
Dividend per share paid
1)
PLN
46.37
44.63
Dividend record date
-
13.05.2025
16.05.2024
Dividend payment date
-
20.05.2025
23.05.2024
1) For more information, see the “Dividend” section below.
Price at the end of the
previous period (30.12.2024)
PLN 457.60
PLN 80
80 zł
Price at the end of the
current reporting period
(31.12.2025)
PLN 545.40
Minimum intraday price
in 2025
PLN 457.60
Maximum intraday price
in 2025
PLN 630.00
Management Board Report on Santander Bank Polska Group Performance in 2025
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51
2025 was a very successful year for the equity market in Poland, with the banking sector becoming one of the top gainers on the Warsaw Stock Exchange.
Compared to the previous year, WIG (broad-based index) increased by 47.3%, WIG20 by 45.3% and WIG-Banks (sector index) by 55.3%. Investors’ activity
was supported by positive assessment of banks’ performance outlook, discussion about expected interest rate movements and assessment of legal and
regulatory risks in the sector.
In these circumstances, the share price of Santander Bank Polska S.A. closed 2025 at PLN 545.40 vs PLN 457.60 at the end of 2024 (up 19.2% YoY). The
Bank’s capitalisation was PLN 55,734m. Despite the positive rate of return, the Bank’s stocks were outperformed by the main indices, notably WIG-Banks.
It means that the share price was largely shaped by factors specific to the Bank.
The price trend was more volatile during the periods when the market was discounting corporate information issued by the Bank. The highest share price
of PLN 591.00 was reached on 25 March, and the lowest intraday share price of PLN 457.60 was recorded on 23 June. In the second half of the year, the
share price fluctuated, closing the year above the level recorded at the end of 2024.
The announcements of changes in the Bank’s ownership structure and the planned divestment attracted market attention in spring and at the end of the
year. The valuation was also affected by interim results and expected costs of risk, including legal and regulatory burdens specific to the banking sector.
Given the scale of business, liquidity and capitalisation, the Bank’s shares remained included in the main WSE indices (WIG, WIG20 and WIG-Banks),
attracting interest of institutional investors.
Share price of Santander Bank Polska S.A. vs key indices
80
90
100
110
120
130
140
150
160
31-Dec-24 31-Jan-25 28-Feb-25 31-Mar-25 30-Apr-25 31-May-25 30-Jun-25 31-Jul-25 31-Aug-25 30-Sep-25 31-Oct-25 30-Nov-25 31-Dec-25
Share price of Santander Bank Polska S.A. vs. indices in 2025
Share price of Santander Bank Polska S.A., WIG, WIG20 and WIG Banks as at 31.12.2024=100
Santander Bank Polska S.A. WIG20 WIG WIG Banki
3. Dividend
Dividend policy and profit distribution in 2025
Individual recommendation of the KNF with regard to satisfaction of the criteria for payment of a dividend from the net
profit earned in 2024
On 13 March 2025, the Bank’s Management Board received an individual recommendation from the KNF regarding the dividend policy of commercial
banks for 2025, the supervisory review and evaluation process and the Bank’s reporting data.
In view of the sound quality of the Bank’s loan portfolio measured as the share of NPLs in the total portfolio of receivables from the non-financial sector
(including debt instruments), the Bank’s potential dividend payout ratio was set at 75%.
To ensure the stability of operations and further development, the KNF recommended that the Bank should limit the risk present in its operations by:
→ not distributing more than 75% of the profit earned in 2024 with the proviso that the maximum payout should not be higher than the annual profit
reduced by profit already allocated to own funds;
→ consulting upfront with the supervisory authority any other measures which could reduce the Bank’s own funds (in particular 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.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
52
Information on potential dividend payout in 2025 from the dividend reserve
On 17 March 2025, the Management Board of Santander Bank Polska S.A. was advised by the KNF that it did not have any objections to the potential
payout of the additional amount of PLN 840,886,574.78 from the dividend reserve in 2025.
Profit distribution and dividend payout
On 19 March 2025, the Management Board of Santander Bank Polska S.A. issued a recommendation on 2024 profit distribution and dividend reserve.
When making the decision, the Management Board took into account the then-current macroeconomic environment as well as the recommendations
and position of the KNF. The recommendation was endorsed by the Bank’s Supervisory Board.
On 15 April 2025, the Annual General Meeting (AGM) of Santander Bank Polska S.A. was held. It distributed the profit and approved the dividend as
recommended by the Bank’s Management Board.
The profit of PLN 5,197,479,813.35 for 2024 was distributed as follows:
→ PLN 3,897,631,915.40 was allocated to dividend for shareholders (74.99% of the net profit for 2024);
→ PLN 104,130,000.00 was allocated to the capital reserve;
→ PLN 1,195,717,897.95 was left undistributed.
Furthermore, PLN 840,886,574.78 of the dividend reserve was allocated to dividend for shareholders.
The dividend to be paid out from the 2024 profit and from the dividend reserve totalled PLN 4,738,518,490.18.
The dividend payment from the profit earned in 2024 and from the dividend reserve covered 102,189,314 shares of series A, B, C, D, E, F, G, H, I, J, K, L,
M, N, O. The dividend per share was PLN 46.37.
The dividend record date was 13 May 2025 and the dividend payout date was 20 May 2025.
Dividend policy and profit distribution in 2024
Profit distribution and dividend payout
In the comparative period, the profit of PLN 4,672,978,361.27 for 2023 was distributed as follows:
→ PLN 3,504,071,577.06 was allocated to dividend for shareholders;
→ PLN 87,042,000.00 was allocated to the capital reserve;
→ PLN 1,081,864,784.21 was left undistributed.
Furthermore, as there were no objections from the KNF, PLN 1,056,637,506.76 of the dividend reserve was also allocated to dividend.
In line with the AGM resolution of 18 April 2024 as well as KNF’s recommendations and decisions, Santander Bank Polska S.A. paid out dividend of PLN
44.63 per share from the profit earned in 2023 and from the dividend reserve. The total dividend amount was PLN 4,560,709,083.82. The dividend
payment covered 102,189,314 series A, B, C, D, E, F, G, H, I, J, K, L, M, N and O shares. The dividend record date was 16 May 2024 and the dividend payout
date was 23 May 2024.
2.16 PLN
2.68 PLN
23.25 PLN
44.63 PLN
46.37 PLN
2021 2022 2023 2024 2025
Dividend per share paid out by Santander Bank Polska S.A.
in years 2021-2025*
15.10.2021
1.06.2022
29.12.2023
23.05.2024
20.05.2025
*Santander Bank Polska S.A. pays dividends in accordance with the dividend policy in place, taking into account individual recommendations of the KNF in this respect.
Management Board Report on Santander Bank Polska Group Performance in 2025
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4. Ratings of Santander Bank Polska S.A.
Santander Bank Polska S.A. has bilateral credit rating agreements with Fitch Ratings and Moody’s Investors Service.
The tables below show the latest ratings assigned by the agencies to the Bank, which remained in effect on the date the Report of Santander Bank Polska
Group for 2025 was authorised for issue.
Ratings by Fitch Ratings
Rating category
Ratings
changed/affirmed on
27.06.2025
1)
and 14.01.2026
Ratings
changed/affirmed on
17.02.2025
Ratings
changed/affirmed on
17.07.2024
2)
Long-term Issuer Default Rating (Long-term IDR)
A-
A-
BBB+
Outlook for the Long-term IDR
Rating Watch
stable
stable
Short-term Issuer Default Rating (Short-term IDR)
F1
F1
F2
Viability Rating (VR)
bbb+
bbb
bbb
Shareholder Support Rating
a-
a-
bbb+
National Long-term Rating
AA+(pol)
AA+(pol)
AA(pol)
Outlook for the Long-term IDR
Rating Watch
stable
stable
National Short-term Rating
F1+(pol)
F1+(pol)
F1+(pol)
Long-term Senior Preferred Debt Rating
A-
A-
BBB+
Short-term Senior Preferred Debt Rating
F1
F1
F2
Short-term Senior Non-preferred Debt Rating
BBB+
BBB+
BBB
1) Ratings of Santander Bank Polska S.A. as at 31 December 2025
2) Ratings of Santander Bank Polska S.A. as at 31 December 2024
On 17 February 2025, Fitch Ratings upgraded Santander Bank Polska S.A.’s Long-term Issuer Default Rating (LT IDR) from “BBB+” to “A-” and its
Shareholder Support Rating (SSR) from “bbb+” to “a-”. The outlook for Long-term IDR remained stable. The agency also upgraded the following ratings:
Short-term Issuer Default Rating (ST IDR) (to “F1”), National Long-term Rating (Natl LT) (to “AA+”) and debt ratings.
The Viability Rating (VR) of “bbb” and the National Short-term Rating (Natl ST) of “F1+ (pol)” were not changed.
The above rating actions reflected an upgrade of the rating of Banco Santander S.A. (majority shareholder) from “A-/Outlook stable/a-” to “A/Outlook
stable/a” on 11 February 2025 as well as potential support of the parent for Santander Bank Polska S.A.
On 27 June 2025, Fitch Ratings upgraded Santander Bank Polska S.A.'s Viability Rating (VR) from “bbb” to “bbb+” as a result of improved assessment of
the Bank’s operating environment. The improvement mainly results from diminishing legal and government intervention risks, which translates into
better business prospects for Polish banks. The rating action also reflects the Bank’s performance, which exceeds the European average. It also considers
the Bank’s strong business profile, underpinned by solid structural profitability as well as sound capitalisation and improving asset quality and stable
funding.
The placement of the LT IDR and national rating on the Rating Watch Negative was an effect of the agreement made by Erste Group Bank AG and Banco
Santander S.A. to acquire a 49% stake in Santander Bank Polska S.A.
On 14 Jan 2026 Fitch Ratings has affirmed Santander Bank PolskaS.A.'s (SBP) Long-Term Issuer Default Rating (IDR) at 'A-' and Shareholder Support
Rating(SSR) at 'a-' and removed the ratings from Rating Watch Negative (RWN).
The rating actions follow Erste Group Bank AG's announcement that it has completed the acquisition of a controlling 49% stake in SBP.
Management Board Report on Santander Bank Polska Group Performance in 2025
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54
Ratings by Moody’s Investors Service
Rating category
Ratings
affirmation on
12.05.2025 and 02.02.2026
1)
Ratings
upgrade on
03.06.2019
1)
Long-term/Short-term Counterparty Risk Rating
A1/P-1
A1/P-1
Long-term/Short-term Deposit Rating
A2/P-1
A2/P-1
Outlook for Long-term Deposit Rating
stable
stable
Baseline Credit Assessment (BCA)
baa2
baa2
Adjusted Baseline Credit Assessment
baa1
baa1
Long-term/Short-term Counterparty Risk Assessment
A1 (cr)/P-1 (cr)
A1 (cr)/P-1 (cr)
Senior unsecured euro notes rating (EMTN Programme)
(P) A3
(P) A3
1) Ratings of Santander Bank Polska S.A. as at 31 December 2025 and 31 December 2024
In its announcement of 2 February 2026, Moody’s Ratings affirmed all ratings of Santander Bank Polska S.A. The outlook for long-term deposit ratings
remained stable.
The rating action was prompted by the transaction finalised on 9 January 2026, whereby Erste Group Bank AG purchased a stake in Santander Bank
Polska S.A. from Banco Santander S.A.
According to the agency’s announcement, the Bank’s Baseline Credit Assessment (BCA) – affirmed by Moody’s at baa2 – reflects its strong income
generation capacity and solid capital buffers. The adjusted BCA of baa1, in turn, is based on the expectation that, should such a situation arise, the
Santander Bank Polska S.A. would receive necessary support from Erste Group.
The long-term deposit rating was not changed because in line with Erste Group’s approach the Polish bank is a separate entity for the purposes of bank
resolution regulations.
The stable outlook on long-term deposit ratings of SBP S.A. reflects the agency’s view that the costs and risks associated with the announced change in
ownership (relating mainly to IT transformation, rebranding and new strategy implementation) will be appropriately managed.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
55
VIII. Business development in 2025
1. Group’s business management structure
Operating structure
Santander Bank Polska S.A., together with its non-banking subsidiaries, conducts its operations through the following central units: Retail Banking
Division, Wealth Management and Insurance Division, Business and Corporate Banking Division, and Corporate and Investment Banking Division.
Segment reporting
The business management structure presented above corresponds to business segments identified as part of segment reporting (Note 3 to the
Consolidated Financial Statements of Santander Bank Polska Group for 2025). The business segments identified on the basis of customer and product
criteria are complemented by the ALM and Central Operations segment, which covers funding, management of strategic investments and transactions
which generate expenses/ income that cannot be allocated to individual segments.
Until 23 December 2025, the structure of Santander Bank Polska Group also included the Santander Consumer segment representing Santander
Consumer Bank Group specialising in consumer finance for households.
The table below presents the business segments of Santander Bank Polska Group as at 31 December 2025 in three dimensions: customer profile, key
product lines, and service model.
Retail Banking
Segment
Business and
Corporate Banking
Segment
Corporate and
Investment Banking
Segment
ALM and Central
Operations
Segment
Segment
Area
Operating model
Retail Banking
→ Customer
profile
Personal customers (divided into Standard, Premium, Select and Private Banking customer segments based
on their diverse needs and expectations).
Micro, small and medium-sized companies (with annual turnover up to PLN 10m). Portfolio breakdown by
branch, remote (Multichannel Communication Area) and digital customers.
→ Key product
lines
Current and business accounts, savings products, consumer and mortgage loans, credit and debit cards,
insurance and investment products, clearing services, brokerage services, foreign payments, services for
high-net-worth customers, open banking services.
Business loans, business deposits, cash management, leasing facilities, factoring, payment orders, letters
of credit, collections and guarantees, payment terminals, additional online services, Kantor Santander
currency exchange platform.
Asset management services as part of investment funds.
Access to the global offer of Santander Group, third-party investment funds, and structured deposits for
Private Banking customers.
→ Service model
Relationship-building, sales and after-sales contacts with retail customers through the network of branches,
partner outlets and remote channels (Multichannel Communication Area, Santander internet and Santander
mobile).
Premium customers are served by dedicated advisors as part of their individual portfolios, based on a
personalised approach and regular contacts aimed at strengthening relationships and customer loyalty.
Private Banking and Select customers benefit from a personalised service model under which they can use
the support of a specialised advisor, as well as the Select Line operating as part of the Multichannel
Communication Area, which offers support via telephone. Private Banking customers are served by over 60
Private Banking Directors operating from 24 locations around Poland, including four Private Banking
Centres.
SMEs are handled by SME advisors in branches and partner outlets. Business customers can also use the
services of the Multichannel Communication Area as well as internet and mobile channels (Santander
mobile and dedicated services: Mini Firma, Moja Firma plus and iBiznes24).
Customers of Santander Brokerage Poland may invest via the Inwestor online system, Inwestor mobile
application, the Multichannel Communication Area and at the Bank’s branches providing brokerage services.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
56
Segment
Area
Operating model
Business and Corporate Banking
→ Customer
profile
Businesses and corporations with turnover of PLN 10m–PLN 1.2bn, local authorities and the public sector.
→ Key product
lines
Payment transactions, loans, deposits, cash management, leasing facilities, factoring, letters of credit and
guarantees.
Services to customers of other banks and financial institutions provided under agreements with those
institutions.
→ Service
model
Business customers are managed by the Business Clients Department and the Corporate Clients Department.
These units encompass six regional centres (three Business Banking Centres and three Corporate Banking
Centres) divided into 29 offices located across Poland.
Premium customers and entities from the public and commercial properties sector are handled by four
dedicated offices.
Customers have dedicated advisors who are responsible for the overall relationship. They are supported by
units specialised in transaction structuring, lending and product development.
Customers are provided with access to the Bank’s products and services via remote channels, including
internet and mobile iBiznes24 platform (featuring such modules as currency exchange and trade finance) as
well as contact centres which handle a wide range of operating processes (Business Service Centre, SME
Service Centre, and Trade Finance Service Centre).
Segment
Area
Operating model
Corporate and Investment
Banking
→ Customer
profile
Largest corporate customers allocated to that segment based on their turnover (nearly 250 of the largest
companies and groups).
Corporations served within the international Santander Corporate and Investment Banking structures.
Treasury, syndicated lending, and advisory services for customers of other Divisions.
→ Key product
lines
Transactional banking (including cash management), deposits, working capital finance, mid- and long-term
finance, leasing facilities, factoring, letters of credit, guarantees, and trade finance.
Project finance, syndicated loans, arranging and financing of securities issues, financial advisory services
(including those related to mergers and acquisitions), and brokerage services for financial institutions.
FX and interest rate risk hedging products (offered to all customers of the Bank).
Through its presence in the wholesale market, the segment also generates revenues from interest rate and FX
risk management business.
→ Service
model
Customers of the Corporate and Investment Banking Segment have dedicated product specialists and
managers who are responsible for the overall relationship.
They are provided with access to the Bank’s products and services via remote channels, including internet and
mobile iBiznes24 platform, as well as dedicated call centres (Business Service Centre and Trade Finance
Service Centre).
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
57
2. Business development of Santander Bank Polska S.A. and non-banking
subsidiaries
2.1. Retail Banking Division
The Retail Banking Division offers products and services to personal and Private Banking customers as well as micro and small companies (with annual
turnover of up to PLN 10m).
Main development directions
Strategic priorities of the Retail Banking Division of Santander Bank Polska S.A.:
→ Outstanding customer and employee experience: we focus on creating an unparalleled experience for both our customers and our employees
KPIs: NPS, customer retention rate and eNPS.
→ Optimisation and digital transformation of the offer: we simplify and digitalise our products and processes, improve accessibility by developing
remote channels and increase the effectiveness of employees’ activities KPIs: percentage of customers using digital and mobile services.
→ Dynamic growth and customer acquisition: we focus on increasing the customer base and business volumes, particularly in digital channels KPIs:
net acquisition, number of new customers in the e-commerce sector, sales volume in digital channels.
Transformation directions of the Retail Banking Division of Santander Bank Polska S.A.:
→ Strategic focusing on innovation and digital transformation: dynamic digitalisation, investments in modern tools, implementation of a
comprehensive omnichannel strategy to provide innovative services.
→ Ensuring top service quality: expanding the offer to include new functions and solutions, increasing the accessibility of products and services
across different distribution channels.
→ Optimising operational processes: simplifying and adjusting internal and external procedures and processes in line with user needs.
Key achievements:
→ Third position in terms of Mass NPS and first position in terms of SME NPS.
→ Growth in the number of customers (notably high-income Select customers) and young customers below 18.
→ Increase in the volume of deposits, cash loans, mortgage loans and SME finance.
→ Increase in the number of digital and mobile customers and in the share of remote sales (including cash loans sold via buy-by-click).
→ Mass replacement of CDMs and ATMs.
→ Further optimisation of the distribution network, an increase in the number of branches without cashier services.
→ Implementation of the Santander New Energy platform supporting green finance and transition.
→ Extension of the product range to include Visa Bonus card, eight new currencies available in Santander Exchange platform and FX account, eLoan
and Business New Energy investment loan for SMEs.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
58
The tables below present the performance of the Retail Banking Division.
Personal customers
Product line
for personal customers
Activities of the Retail Banking Division in 2025
Cash loans
In 2025, the Bank continued to digitalise cash loan sales and post-sales processes. Below are some of the major
initiatives:
Implementation of the OPTI channel, an improved omnichannel model for remote sale of cash loans with the
advisor’s support at the Call Centre, branch or partner outlet.
Optimisation of the online cash loan application form to make it more intuitive and aligned with customers’ needs.
Extension of the list of banks offering account aggregation services, enabling customers to cover more institutions
in their financial analysis.
In 2025, the Bank made a range of seasonal pricing offers, including during summer and winter holidays, black week
and Christmas. Special terms were also offered to selected customer groups: new customers, customers without a cash
loan/consolidation loan, and employees of selected companies.
More surveys were conducted to better identify customers’ needs and to optimise credit processes and product
solutions. The tool for gathering feedback from loan applicants was further improved. Satisfaction surveys were held to
assess the implementation results.
Work was underway to modify processes related to consumer loans (cash loans, credit cards and personal overdrafts)
in line with the needs of customers with disabilities as required by the European Accessibility Act (EAA). Actions aimed
to ensure compliance with the Credit Servicers and Credit Purchasers Act were completed.
The cash loan pricing policy was modified in line with market and macroeconomic trends. The offer personalisation
process was continued.
In 2025, cash loan sales of Santander Bank Polska S.A. were PLN 12.6bn, up 9.9% YoY. Sales generated via remote
channels accounted for 77.3% vs 75.1% last year. As at 31 December 2025, the Bank’s cash loan portfolio totalled PLN
19.3bn, up 7.1% YoY.
Mortgage loans
The Bank continued to develop its mortgage offer, ensuring transparent terms and high service standards, with a
particular focus on products with a stable risk profile.
The strategic initiatives included:
Proactive customer support: campaigns for PLN borrowers (switch from variable to adjustable rate) and CHF
borrowers (conversion of the loan to PLN on preferential terms); a campaign encouraging customers to sign an
annex setting out the terms that will apply if the base reference rate is not provided or is materially changed.
Process digitalisation: more active communication in remote channels; pilot of a digital application process
covering selected customer groups; extension of remote post-sale services related to the family home loan to
include prepayments.
Premium offer: optimisation of the pricing strategy for the Select segment and simplification of procedures for
freelancers.
Processes were adjusted to regulatory requirements:
Changes were implemented to ensure compliance with the Credit Servicers and Credit Purchasers Act.
The processes of granting and handling mortgage loans were modified to meet WCAG requirements.
The rules for providing aid under the Borrowers Support Fund were modified in accordance with the Social
Assistance Act.
In 2025, the value of new mortgage loans totalled PLN 10.3bn, down 8.7% YoY. The gross mortgage loan portfolio of
Santander Bank Polska S.A. increased by 3.7% YoY to PLN 56.8bn as at 31 December 2025. PLN mortgage loans totalled
PLN 56.0bn, up 4.4% YoY.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
59
Product line
for personal customers
Activities of the Retail Banking Division in 2025 (cont.)
Personal accounts and
bundled products,
including:
As regards personal accounts and bundled products, the Bank focused on developing an attractive offer and optimising
digital processes. Numerous changes and improvements were introduced to make everyday banking more convenient
for customers, as confirmed by the award in the Best Remote Account Opening category of the ranking organised by the
Moje Bankowanie portal.
The Bank’s acquisition activities focused on Santander Account, Santander Max Account, Select Account and Child’s
Account.
The number of PLN personal accounts grew by 1.3% YoY and reached 4.8m as at 31 December 2025. The number of
Santander Accounts (the main acquisition product for a wide group of customers) was 3.9m (+1.1% YoY). Together with
FX accounts, the personal accounts base totalled 6.3m (+2.7% YoY).
Customer experience in remote channels was continuously improved by introducing:
an option to change transfer limits via Santander mobile. The Bank also set the limit of PLN and FX personal
accounts per customer (March);
a possibility to make and manage recurring BLIK payments in the mobile application (April);
a new standardised process for opening a child’s account via Santander internet and Santander mobile (July);
a single process for opening an account and setting up online banking for children aged 7–12 via Santander online
(September);
a QR code-based sales assistance process for mobile advisors (branches, partner outlets, agents) enabling them to
sell accounts (Santander, Santander Max and Select) on a remote basis (October);
customer identification based on mDowód digital ID, a new option available as part of fast-track account sales in
branches (October).
As part of regulatory initiatives, document templates were adjusted to the requirements arising from the European
Accessibility Act. Also, the second stream of the OneAML project was completed, allowing the Bank to more effectively
manage financial crime risk in line with the top ethical standards of Santander Group.
Payment cards
In 2025, the Bank continued the promotional, sales and relationship activities focused on increasing the value of
payment card transactions. Apart from numerous sales promotions, in July and August the Bank held a lottery for credit
card holders, encouraging them to actively use those payment instruments.
To make customer acquisition more effective, the Bank invested in the development of phone sales channels, which
represented 32% of total sales.
As at 31 December 2025, the personal debit card portfolio comprised 4.6m cards and increased by 2.5% YoY, while
generating 8.6% higher non-cash turnover YoY.
The credit card portfolio of Santander Bank Polska S.A. included 635k cards and was stable YoY in terms of number
(+0.7% YoY). The debt level increased by 2.0% YoY. The portfolio also generated 6.2% higher non-cash turnover YoY.
The sales of Visa Bonus, a credit card introduced in 2024, increased three-fold, accounting for as much as 40% of total
credit card sales.
The Bank continuously improved its product offer by introducing new features such as:
EUR withdrawals from ATMs, thereby increasing access to foreign currency;
a possibility to order an additional credit card online in a buy-by-click process.
The functionality of the mobile application was enhanced by adding:
an option to unblock a card single-handedly after it was blocked by the Bank due to suspected fraud;
a possibility to view the remaining number of complimentary entries to airport lounges (an option available to Visa
Platinum and Mastercard World Elite cardholders).
The mobile payment functionality was extended to include Samsung Pay.
Work was underway to adjust the card processes in customer contact channels to WCAG.
Lastly, a number of technological changes were implemented to improve the card system performance.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
60
Product line
for personal customers
Activities of the Retail Banking Division in 2025 (cont.)
Deposits
In 2025, the deposit offer of Santander Bank Polska S.A. was adjusted in response to falling interest rates and changing
customer behaviour.
To meet customers’ expectations, the Bank offered special deals to both new depositors and existing customers.
The most popular products in 2025 were:
Savings accounts (special offers: “New Funds in Multi Savings Account”, and “We Reward Active Customers” for
holders of Select Savings Account);
Term deposits, notably the limited offers of PLN term deposits: Winter Deposit (4%), Spring Deposit (4%), Holiday
Deposit (4%), Autumn Deposit (3.5%), as well as non-limited offers of 3- and 6-month deposits. At the end of the
year, a Christmas Deposit (3.25%) was introduced. High net worth customers opted for negotiated deposits.
From January to November 2025, customers interested in mutual fund investments could open an Investor Deposit.
After that period, the above product was replaced by a Deposit with the Fund, also available in the mobile application.
The digitalisation of the Deposit with the Fund (November 2025) was preceded by corresponding improvements related
to savings accounts (March 2025) and negotiated deposits (June 2025). High net worth customers can now conveniently
open negotiated deposits via the mobile application and Santander internet.
From March to June 2025, customers could sign up for “New Funds in the Multi Savings Account – 10th Edition”, a
special offer introduced as part of an extensive marketing campaign, offering 6% on funds up to PLN 100k. The Bank
also ran a promotion called “We Reward Active Holders of Select Savings Account – 10th Edition”, offering a 4% rate to
loyal Select customers who made a stated number of transactions.
The Bank also introduced personalised “Deposits for You” to retain customers who had previously benefited from
savings account promotions.
The My Goals service remained very popular among customers, with more than 2 million savings goals set.
In 2025, the Bank offered subscriptions for FX-rate based structured deposits for retail customers.
Owing to an effective strategy of limited promotions and optimisation of the standard deposit proposition, the total cost
of personal deposits decreased in 2025.
As at 31 December 2025, total deposits from personal customers were PLN 123.7bn, up 5.1% YoY. Current account
balances (including savings account balances) increased by 7.8% YoY to PLN 84.5bn and term deposit balances were
stable at PLN 39.2bn.
Investment funds
managed by Santander
TFI S.A.
In 2025, net sales of investment funds managed by Santander TFI S.A. were positive at PLN 4,327m (excluding portfolio
management services). In Q4 2025 alone, net sales totalled PLN 1,659m, making it the best quarter of the year.
On a Ytd basis, particularly popular were short-term debt sub-funds (53% of sales) and bond sub-funds (25% of sales).
Santander Short Duration (21% of sales) and Santander Prestiż Calm Investment (nearly 20% of sales) were the best
performing short-term debt sub-funds.
In July, the mass distribution of Santander Prestiż Fixed Income Dollar, the first foreign currency investment fund, was
launched.
Starting from Q2 2025, customers could purchase investment funds via a dedicated module in the Bank’s mobile
application. In September 2025, 32% of total net sales were generated in this channel (vs 26% in August 2025). The
process received a very positive feedback in an NPS survey among first-time buyers.
In 2025, Santander TFI S.A. continued to build its market position in terms of Employee Capital Plans (ECPs). As at 31
December 2025, the company managed ECP assets of PLN 738.3m from more than 116k Santander PPK SFIO
unitholders.
As at 31 December 2025, the total net assets of investment funds managed by Santander TFI S.A. were PLN 30.9bn, up
28.8% YoY.
In 2025, Santander TFI S.A. partnered with Santander Bank Polska S.A. in selling products to Private Banking and Select
customers and developing distribution in the Mass and Premium segments. The company prepared product training for
the Bank’s employees handling customers from the above segments, and its representatives participated in the
meetings with high net worth customers of Santander Bank Polska S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
61
Product line
for personal customers
Activities of the Retail Banking Division in 2025 (cont.)
➢ Brokerage
activities
In January 2025, Santander Brokerage Poland participated in the IPO of Diagnostyka as a joint bookrunner and an
intermediary, accepting subscriptions from retail and institutional investors on preferential terms.
In February 2025, Santander Brokerage Poland launched a promotion (available until the end of the year) with a reduced
fee on orders for ETFs and ETCs traded on the WSE, placed online, including via the mobile application. The promotion
fits into the WSE Discount Programme intended to attract investors to the above-mentioned solutions. In November
2025, Santander Brokerage Poland offered PLN 0 fee on ETFs for holders of individual pension accounts and individual
pension security accounts, as well as free-of-charge safekeeping of securities in those accounts. The promotion is
available until 31 December 2026.
In April, an annex was made to the distribution agreement with a new supplier of structured products for high net worth
customers (Natixis). In June, the Bank launched cooperation with asset manager Invesco, expanding the offer to include
new ETFs. Santander Brokerage Poland offered more than 500 products of different issuers.
Due to changes related to digital accessibility (WCAG, plain language standards) and investment advisory (extension of
the range of financial instruments for which such service is provided, to include investment certificates of closed-end
investment funds), customers were sent updated documents (terms and conditions, schedule of fees and charges and
introductory information).
In July, Santander Brokerage Poland introduced improvements for customers such as: mobile authorisation in the Bank’s
application during a contact with the Santander Brokerage Poland advisor, change of login authorisation frequency, new
customer-friendly order form, extended yield presentation function, improved accessibility for people with special
needs.
In November, an ETF screener was introduced to enable customers to filter stock market investments by a key phrase
or word.
Bancassurance
In 2025, the Bank’s insurance offer was modified as follows:
The My Protection insurance was introduced for sole traders and farmers without REGON. The product can be
bought in branches, partner outlets or online.
The Locum Comfort cover was extended, a new discount for green solutions was introduced, and address mapping
by flood risk was improved, allowing the Bank to offer more adequate pricing.
A function was launched for branch advisors to offer discounts for motor insurance buyers. As the integration with
CEPIK covered new data, including information about co-owners, 80% of data are now completed automatically.
The upper age limit for Life and Health insurance buyers was increased by five years.
The Bank launched the sale of Locum Comfort and Life and Health insurance via agents. The Worry Free Mortgage
and My Business insurance products are now available in partner outlets.
The Worry Free Mortgage insurance is offered as part of the loan refinance process.
Post-sales services were further extended to include:
An option to view the purchased insurance products in the mobile application (“My Insurance” section) and internet
banking (an option available to SME customers).
A possibility for customers to designate and change insurance beneficiaries on their own using internet banking or
mobile application.
An option to cancel or terminate the master agreement and additional agreements as part of the My Protection
insurance in branches or partner outlets.
A solution for collecting information on insurance policy expiry dates in order to offer motor or home insurance to
customers at the right time.
The majority of sales and post-sales processes and product documents comply with WCAG 2.1 accessibility standards.
In 2025, the insurance premium decreased by 52.4% YoY as a combined effect of lower sales of related insurance
products (mainly cash loan insurance) and higher sales of non-related ones.
Private Banking
The Private Banking offer of Santander Bank Polska S.A. stands out in the market due to the following additional
services: investment advisory services provided by Santander Brokerage Poland (in relation to Polish and foreign
investment funds, investment certificates and stock exchange instruments), currency exchange with the Santander
Exchange platform (available via Santander internet and Santander mobile) and with a Private Banker, Santander
Exclusive service (support in specialised areas of expertise), and Cyber Rescue service (support from security experts).
Private Banking customers have access to more than 800 open-end investment funds managed by 13 investment fund
companies other than Santander TFI.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
62
Small and Medium Enterprises (SMEs)
Product line
for SMEs
Activities of the Retail Banking Division in 2025
Business accounts and
bundled products
In 2025, the Bank launched and continued the following special offers to encourage customers to open a business
account:
“Online Business Account” and “Your Business with Bonuses” promotions offering a cash bonus to customers who
opened an Online Business Account.
“Business Account for PLN 0” promotion for sole traders and farmers, with no fees charged for maintenance of the
Business Account Worth Recommending and selected banking operations.
“Business Account for PLN 0” promotion for firms, with no fees charged for business account maintenance,
domestic transfers and payment orders in EUR to EAA member states other than Poland for the first three years.
Other promotional activities for SME customers:
“My Business Insurance” promotion launched on 1 September 2025, offering a discount to customers taking out
the My Business (Moja firma) insurance.
“Explore New POSsibilities” promotion, as part of which customers could rent POS terminals and SoftPOS
eTerminals free of charge for 12 months after the end of the 12-month subsidy period under the Cashless Poland
(Polska Bezgotówkowa) programme.
Free cash deposits in Euronet CDMs, an offer available between June and November 2025 for customers using
CDMs of Santander Bank Polska S.A. and partner banks of Euronet, except for Millennium.
“Gain More” promotion, as part of which new customers could use inFakt accounting services for free for 12
months as part of the Cashless Poland programme.
“Double Benefit with Online Business Account”, a promotion rewarding customers with a cash bonus for card or
BLIK payments.
Referrals programme launched to encourage selected customers to recommend an online business account.
Special pricing for deposits in remote channels.
The Bank’s offer for SME customers was further improved:
On 29 September 2025, a multicurrency feature was implemented for business customers, enabling them to link
their debit cards issued to PLN accounts with FX accounts and open accounts in 15 different currencies via internet
banking.
Bank certificates can be requested via internet and mobile banking.
Business goals were introduced in the mobile application to help customers save money.
Customers can single-handedly change the firm’s address details in internet and mobile banking.
The Bank launched the second edition of “Let’s talk business over coffee”, a series of six webinars about taxes,
cybersecurity, new technologies, marketing and investments.
SME customers were provided with a possibility to make deposits at Euronet CDMs (a service available free of charge
until 30 November 2025).
The Entrepreneurs Week was organised, during which customers were presented with a special offer including a term
deposit, discount on eZdrowie medical packages and reimbursement of payments at gas stations.
Loans
In 2025, the following special credit offers were introduced:
0% arrangement fee for SME customers taking out the Business New Energy investment loan.
0% arrangement fee for SME customers in remote channels: promotional pricing for customers offered a variable-
rate business loan in electronic banking services.
A possibility to lower an arrangement fee and margin on loans consolidating debts transferred from other banks.
Waiver of part of the fee for loans with interest subsidised by the Agency for Restructuring and Modernisation of
Agriculture and ESG loans with partial principal repayment.
“Summer with a business loan”: a loan offer for SME customers available during the holiday period, with a fee
reduced to 0%.
Other key changes in the offer:
Re-launch of Business Express EIB loan in NFE.
Introduction of a PreFast loan of up to PLN 40k under a fast-track procedure based on the stated income, without
the need for customers to provide documents or financial data from tax returns.
Changes to the Smart Loans process: introduction of solutions to simplify and improve credit services such as new
collateral (civil-law guarantee), remote execution of documents, access to the total prelimit in remote channels,
mechanism for comparing customer data from the current application with data from previous applications.
As regards ESG:
In partnership with KPMG, the Bank published a report: “Green transition and SME – how to get a competitive
edge”, providing guidance on how to benefit from new regulatory requirements.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
63
Product line
for SMEs
Activities of the Retail Banking Division in 2025 (cont.)
Loans (cont.)
In 2025, credit sales to SME customers of Santander Bank Polska S.A. totalled PLN 5.2bn, down 2.3% YoY.As at 31
December 2025, the credit portfolio of Santander Bank Polska S.A. in this segment totalled PLN 18.3bn, up 4.0% YoY.
Lease facilities offered
by Santander Leasing
S.A.
In 2025, Santander Leasing S.A. financed net assets of PLN 8.7bn (down 1.7% YoY). Sales were broadly stable in the
vehicles segment (-0.2% YoY) and increased in the machines and equipment segment (+4.5% YoY).
Existing processes were adjusted, enabling customers of Santander Leasing S.A. to benefit from the NaszEauto state
subsidies (up to PLN 40k) for the purchase or lease of electric cars.
SME lease customers were provided with access to eBOK24 Leasing, an online customer service office available after
logging in to electronic banking.
eBOK24, a customer portal, was adapted to the requirements of the Accessibility Act (WCAG 2.1) and a new functionality
was added enabling customers to download traffic tickets.
Buyers of selected RES equipment were offered an interest-free loan or lease with total fees from 102%. The offer is
available across the entire SME and CORPO sales network.
The access to finance for SME customers as part of the fast-track procedure was improved by enabling balloon payments
from subsidies for machines and equipment.
Launching a special offer for construction machines.
New vendor schemes were launched in cooperation with partners of Santander Leasing S.A.
The range of complementary products of Santander Leasing S.A. was extended and improved:
The Indeks Maszyna GAP insurance cover and benefit amount were increased.
Customers were offered an option to charge electric and plug-in hybrid cars with the Orlen fuel card.
The product range was expanded to include motor insurance for all categories of vehicles (from passenger cars to
trucks) with a new insurer: TUiR Allianz Polska S.A.
A special offer called “Account with Lease 3x500” was launched, offering a cash prize or fuel card to customers who
opened Online Business Account and took out a lease or loan of min. PLN 10k.
An option was introduced to sign lease and rental agreements via a text message. Rental agreements can also be signed
with a one-time qualified electronic signature (OTF). More than 50% of eligible agreements are already signed
remotely.
2.2. Business and Corporate Banking Division
The Business and Corporate Banking Division provides services to businesses and corporations with turnover of PLN 8m–PLN 1.2bn, local authorities and
the public sector. The Bank’s offer includes all types of banking products and services, including payment transactions, loans, deposits, cash management,
leasing facilities, factoring, letters of credit and guarantees.
Main directions
Strategic priorities
The Business and Corporate Banking Division pursues the strategic goal of Santander Bank Polska S.A. which is to become the best business bank and
to be among the top three banks in terms of the market share. By investing in cutting-edge CRM solutions and automating and digitalising processes,
it strives to ensure best-in-class customer experience, as confirmed by high NPS (Net Promoter Score). The ambition of Santander Bank Polska S.A.
is to be both the bank of choice and the employer of choice.
This strategic goal is measured using a range of indicators which cover all stakeholder groups. The market position is assessed on the basis of NPS as
well as employee engagement and motivation.
The strategic priorities of the Business and Corporate Banking Division for 2025 were set in accordance with the development strategy of Santander
Bank Polska Group and focused on:
→ Ensuring unparalleled experience for customers and employees and strengthening the Bank’s market position.
→ Simplifying and digitalising key products and services.
→ Attracting and growing new business, notably in digital channels.
→ Delivering projects in partnership with Santander Group.
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Key achievements and business highlights of 2025
→ Implementation of innovative technological solutions, including a digital customer onboarding process and changes in the preparation of credit
references.
→ Automation of CLP platform processes, ensuring faster and more effective management of operations and, ultimately, improved customer
service.
→ Implementation of advanced CRM systems to track interactions with customers, analyse their needs and customise the offer in real time.
Customer segmentation based on various criteria including company size, industry and financial needs, making it possible to adjust services
to specific needs of particular segments.
→ New rules regarding identification of loan purpose, energy performance certificates, strategy and automation of processes.
→ The Business and Corporate Banking Division continues to pursue the growth strategy in line with the key priorities. The relationship-building
and acquisition activities contributed to the continued growth in the majority of business lines along with a satisfactory quality of the credit
portfolio. Below are the key business results achieved in 2025
• Increase in the number of mobile customers
+11.1% YoY
• Increase in FX income from the eFX platform
+10.0% YoY
• Increase in performing loan volumes
+10.3% YoY
• Growth of credit limits
+8.8% YoY
• Growth of deposit volumes
+9.8% YoY
Direction
Activities of the Business and Corporate Banking Division in 2025
Business trends in
the main product
lines
Business growth driven by increased client engagement and further diversification of the business model.
Strong focus on non-interest income and steady increase in customer exposures.
Leading role in key transactions financing energy transition and investments in different sectors.
Providing customers with working capital finance and solutions mitigating risk in trade transactions, including international
ones.
Improved effectiveness of the lending process and service model, translating into rapid growth of the credit portfolio.
Growth in sales across all business lines, particularly in loans (+7.4% YoY) and FX (+9.6% YoY).
High credit quality of the corporate portfolio with a consistently low risk level.
Business
transformation/
digitalisation
People-centric transformation
Further delivery of innovative transformation programmes focused on improving the work environment, developing skills
and sharing leadership experiences.
Business transformation/ digitalisation
Continuation of digital transformation, particularly in terms of process digitalisation and development of the data
environment.
The Bank persistently pursues its data-driven strategy, relying on data analysis to support decision-making. A key pillar of
the strategy is the development of a data ecosystem that integrates multiple data sources and utilises data solutions. The
organisation is scaling up its activities in artificial intelligence, including generative AI, with a focus on responsible and
ethical deployment to maximise business value.
Further development of the new iBiznes24 electronic banking platform and iBiznes24 mobile application based on the
defined strategy and customer feedback loop.
Development of the CLP (Corporate Lending Platform), including changes resulting in a considerable increase in the number
of processed cases and limitation of email correspondence on the Business side, reducing turnaround times.
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Direction
Activities of the Business and Corporate Banking Division in 2025 (cont.)
Products
Introducing a new multi-currency card designed to streamline financial management during customers’ foreign travel. The
multi-currency card allows multiple currencies to be held on a single card, eliminating currency conversion fees while
providing convenience and savings.
Public sector
A steady increase in the number of local authorities served by the Bank, spanning voivodeships, cities and towns, and
municipalities.
Growth of structured finance for local authorities.
Active support for new solutions related to energy transformation and zero-emission public transport.
International
Banking
Leveraging the Group’s global footprint and cooperation with foreign banks and bilateral partners to support the expansion
of Polish exporters and companies with foreign capital doing business in Poland through the organisation of B2B meetings
and other online and onsite events to:
provide an opportunity to share knowledge and experience and promote networking among business partners;
reach out to foreign investors planning to enter the Polish market and representatives of Polish companies with foreign
capital.
In 2025, Santander Bank Polska S.A. actively participated in many prestigious events as:
strategic partner of the key event in the family business sector: “Family Business Future Summit 2025”;
partner of the conference organised by the Polish Chamber of Commercial Properties (PINK) which brings together
commercial property market participants (developers, investors, and planning and design firms);
sponsor of a transport industry conference: “The future of sustainable transport: expectations vs reality”;
partner at the final gala of EY Entrepreneur Of The Year, an initiative aimed at recognising the best entrepreneurs in
Poland and celebrating their approach to business; winners at the country level compete for the EY World Entrepreneur
Of The Year title in Monte Carlo.
partner of Sustainable Investment Forum Poland (POLSIF), an event which brings together financial sector leaders,
investors, regulators, and ESG experts. The Bank received an accolade in the “Best Green Finance” category for co-
financing of the ENERIS B&R investment, and the main prize in the “Best Sustainability-Linked Finance” category for the
financing extended to Cyfrowy Polsat S.A.
Awards and
recognitions
Santander Bank Polska S.A. received the following awards:
First place in the “Financing Provider of the Year” at the 15th Eurobuild Awards gala. It is one of the oldest and most
esteemed events in the commercial real estate sector in the CEE region.
Leader in terms of letters of commitment issued for an eco loan in the competition organised by BGK for institutions
offering products secured by Biznesmax and Ekomax guarantees.
Area
Activities of Santander Factoring Sp. z o.o. in 2025
Factoring
Year-on-year stabilisation of the factoring portfolio of Santander Factoring Sp. z o.o. at PLN 8.6bn as at 31 December 2025.
The receivables purchased by the company increased by 5.0% YoY to PLN 49.6bn.
2.3. Corporate and Investment Banking Division
The Corporate and Investment Banking (CIB) Division provides comprehensive services to the largest corporate clients of Santander Bank Polska S.A. As
at 31 December 2025, the active CIB client base included around 250 of the largest companies and groups in Poland (allocated to that segment based on
the turnover) representing all economic sectors.
Leveraging the global footprint of Santander Group, in 2025 the CIB Division rendered services to corporations within international structures of
Santander Corporate and Investment Banking and cooperated with several Santander Group units.
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Main directions
Strategic priorities
The ambition of Santander Bank Polska S.A. is to become the bank of choice for the largest corporate clients. To that end, the Corporate and Investment
Banking Division puts clients at the heart of its business, trying to accommodate their needs and enhance their positive experience, while focusing on
service quality, market position and staff development.
Service quality
>
Continuous improvement of service quality through customisation, digitalisation and diversification of the product
range.
Market positioning
>
Strengthening market position through a range of activities, ensuring top ranking positions of strategic products
and services.
Employees
>
Employees pursuing their professional careers in accordance with the Group’s values, taking advantage of
experience-sharing opportunities in an international work environment.
Key achievements and business highlights of 2025
→ Equity Capital Markets (ECM) – we are the Polish market leader in all ECM transactions, including SPOs (2023–2025).
→ Debt Capital Markets (DCM) – we had the biggest share in the Polish debt issue market in 2025.
→ M&A advisory – we are the leader of the M&A advisory market in Poland, with the highest value of transactions in 2023–2025.
→ 40% YoY higher income from ECM transactions
→ 30% YoY higher income from transactions made by the Institutional Clients Department of Santander Brokerage Poland
→ 23% YoY higher income from transactions made by the Trade Finance Office
→ 12% YoY higher income from M&A transactions.
→ As regards debt issue in Polish and foreign markets, we:
• Arranged an own bond issue of EUR 500m in the EU market
• Arranged an own bond issue of PLN 3bn in the Polish market
• Arranged an issue of bonds of PLN 980m for the subsidiaries
• Participated in eurobond issues of EUR 500m in the EU market for a client from the corporate sector
• Participated in PLN 2.2bn worth of corporate bond issues in Poland
• Coordinated the issue of PLN 1.1bn worth of corporate bonds in Poland for a client from the public sector.
Performance of selected areas
In 2025, units of the Corporate and Investment Banking Division focused on the following activities:
Unit
Key activities in 2025
Credit Markets
Department
The Bank engaged in active dialogue with key clients as regards planned syndicated loan refinancings, new project finance
transactions, and as well as debt, rating and ESG advisory. Heightened interest in obtaining financing has been observed
particularly in the e-commerce, defence, financial services, commercial real estate, automotive parts, and energy sectors.
A high number of transactions were also concluded in the asset turnover and underwriting area (mainly by companies
from the renewable energy, corporate finance and commercial real estate sectors).
In the project finance and syndicated lending area, the following transactions are particularly noteworthy:
Acting as lead arranger and global lead coordinator in the refinancing of a company in the e-commerce sector.
Acting as lender and lead arranger in real estate refinancing transactions.
Acting as lead arranger in a leveraged finance transaction for a retail sector company.
Performing multiple roles in a refinancing transaction involving a renewable energy company.
Acting as a lead arranger in a financing transaction for an apparel company.
Participation in a financing transaction for a mining company.
Provision of financing to a financial services company.
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Unit
Key activities in 2025 (cont.)
Credit Markets
Department (cont.)
Acting as the lead arranger of bond issues in the domestic and foreign markets for clients from Poland:
Own bond issuance with a value of EUR 500m in the European market and PLN 3bn in the domestic market.
Issuance of bonds for the subsidiaries totalling PLN 980m.
Participation in eurobond issuances totalling EUR 500m in the EU market for a client from the corporate sector.
Participation in corporate bond issuances in Poland totalling PLN 2.2bn.
Coordination of public sector bond issuances totalling 1.1bn in Poland.
Capital Markets
Department
The key initiatives of the Capital Markets Department included:
Acting as global co-lead coordinator in the accelerated book building of existing shares of a real estate developer.
Acting as global co-lead coordinator in the accelerated book building of existing shares of an e-commerce company.
Acting as global co-lead coordinator in the accelerated book building of existing shares of a banking sector company.
Acting as sole global lead coordinator in the accelerated book building of existing shares of companies in the
consumer services and fitness sectors.
Advising a strategic investor in the acquisition of a fibre-optic network in northern and central Poland.
Global Transactional
Banking Department
Business trends in trade finance:
Sustained growth in documentary transactions (guarantees, letters of credit) compared to Q3 2025 – a significant
demand in the construction and energy sectors. Continued activity in the re-guarantee area supported by well-
established relationships with foreign banks that frequently request guarantees on their behalf.
Substantial YoY growth in the utilisation of working capital finance (factoring, reverse factoring, confirming).
Expected seasonal increase in limit utilisation. Increased demand for supplier chain financing. Client limit increases
achieved, in many cases, using insurance products and/or distributing part of the risk to other financial institutions.
Solid growth in the portfolio of long-term transactions secured by guarantees issued by export credit agencies,
including with the participation of the renewable energy sector (off-shore wind power). Increasing benefits from the
continued partnership with KUKE and joint implementation of guarantees to secure investments (KUKE untied
support).
Business trends in transactional banking:
The Division regularly reviews its deposit strategy, currently focusing primarily on acquiring current account
balances generated through ongoing transactions.
Transactional banking income is stable.
Business trends in other areas:
Compared to the end of September 2025, the utilisation of revolving loans at the end of November 2025 increased
by 8% to PLN 4.7bn.
The average overdraft utilisation increased by 17% to 84% between September and November 2025 compared with
the June–August 2025 period, mainly due to high utilisation of credit in September by clients from the
pharmaceutical sector and broader automotive sector.
Recent months have seen an increase in inquiries regarding leasing transactions, covering both vehicles – following
regulatory changes effective from January 2026 – and machinery and equipment.
Financial Markets
Area
Institutional clients:
The main transactions with business clients of Santander Brokerage Poland included accelerated book building (ABB
4) in relation to shares of companies from the real estate, e-commerce, employee benefits, and financial sectors.
Expert analytical recommendations – published over 300 recommendations for companies listed on CEE markets,
along with a 2026 equity market strategy, consolidating the Bank’s position as a leading player in equity research.
Strategic Client Office:
First client transactions using the transactional FX functionality, i.e. foreign transfers with automatic currency
conversion in the background.
An increase in the volume of sales of bonds issued by the Bank’s subsidiaries, including a large private placement,
as well as a significant rise in trading with clients in government bonds.
Successful hedging of currency and interest rate risks for projects across sectors such as energy, real estate, e-
commerce, and tourism.
Treasury Services Department:
In cooperation with the Retail Banking Division, a range of solutions was developed to improve client experience and
enhance transactional activity on the products of the Treasury Services Department.
The structured deposit subscription was concluded in line with rising expectations.
FX volumes in the corporate client segment grew by 10% YoY.
The sale of additional bond issues of the Bank’s subsidiaries to corporate clients was successfully completed,
increasing the number of active investors by over 50% YoY.
Strong year-end sales of treasury products in the segment of financing income-generating real estate, reflected in
the annual results.
Financial Market Transactions Department:
First position in the latest Treasury Securities Dealers ranking published by the Ministry of Finance.
Issuance of Senior Preferred 3NC2 bonds of Santander Bank Polska S.A. (three-year bonds with an option for early
redemption by the Bank after two years), totalling PLN 3bn, subscribed by domestic institutional clients.
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3. Activities of Santander Consumer Bank Group (discontinued operations)
Main focus areas of Santander Consumer Bank Group in 2025
→ Delivering the strategy aimed to maximise the effectiveness of customer interactions and further optimise the product offer, focusing on the
customisation of services for individual customer segments and maintaining portfolio profitability.
→ Maintaining the strong position in the installment loan market, ensuring stable share in traditional sales, continuation of relationships with large
retailers, profitability of cooperation with trade partners and further growth of online sales.
→ Continuing to acquire customers based on consumer finance products and maximisation of sales opportunities through cross-selling and up-
selling.
→ Optimising sale processes and cash loan offer. Maximising the potential of customer contact.
→ Further increasing the share of deposits in the overall funding structure.
→ Together with its subsidiaries, SCB continued to develop the product offer including a wide range of financing solutions (leasing & FSL (B2B),
car/motorbike loan (B2C)), build new partnerships in the automotive market (multi-brand model, Chinese brands) and increase the share of
remote sales.
→ Continuing the strategy to increase cost effectiveness in a dynamic environment, including through optimisation of branch network,
hyperautomation, digitalisation, optimisation and simplification of processes and continuous improvement of the Agile way of working.
→ Maintaining double-digit growth through initiatives focused on increasing access to products, services and sale processes in self-service electronic
channels, automation and digitalisation of back-office services and growth of the number and activity of mobile application users.
Direction
Activities of Santander Consumer Bank Group in selected areas in 2025
Loans
As at 23 December 2025, net loans and advances granted by SCB Group totalled PLN 21.5bn and increased by 11.6%
YoY on account of record high sales of cash loans (with a growing share of the remote channel), higher car finance
through lease and an increase in stock finance and factoring. The value of instalment loans grew slightly, reflecting
selective sales and increased focus on the product profitability and acquisition of new customers. The value of the
mortgage loan portfolio gradually declined as no new sales were generated.
As at 23 December 2025, SCB S.A. posted high cash loan sales at PLN 5.7bn, up PLN 1.0bn (18%) compared to the end
of 2024. The bank offered customers a competitive cash loan based on a simple and fast application process and top
quality services.
In the automotive market, the bank focused on increasing the profitability of sales and optimising risk. It cooperated
with car importers based on the existing captive model. Particularly noteworthy were agreements with Ford and
Chinese car brands offering high sales growth potential.
In 2025, Santander Consumer Bank S.A. sold the written-off loan portfolio of PLN 486.4m at a profit before tax of PLN
117.4m (PLN 95.5m net).
Deposits
As at 23 December 2025, deposits from customers of SCB Group totalled PLN 17.9bn and increased by 11.1% YoY
mainly due to dynamic deposit growth.
Synthetic
securitisation
In December 2025, SCB entered into a synthetic securitisation transaction in relation to its cash and instalment loan
portfolio. The transaction is an STS synthetic securitisation with a significant risk transfer and comprises three tranches.
On 16 December 2025, SCB signed an agreement with an investor under which it received a financial guarantee to
secure 100% of the mezzanine tranche. The transaction does not involve financing and covers the selected portfolio of
cash and instalment loans which remain on the SCB’s balance sheet. It is a part of the strategy aimed at optimising Tier
1 capital.
Bond issues
Santander Consumer Multirent Sp. z o.o., SCB’s subsidiary, issued the next tranche of bonds with a nominal value of
PLN 800m as part of a joint issue programme and repaid maturing bonds of PLN 300m. Proceeds from the issue were
allocated to the company’s ongoing financial needs.
The nominal value, maturity and base interest rate of the issues were as follows:
PLN 400m; two years; 3M WIBOR + margin
PLN 200m; two and a half years; 3M WIBOR + margin
PLN 200m; two and a half years; 3M WIBOR + margin.
Management Board Report on Santander Bank Polska Group Performance in 2025
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IX. Organisational and infrastructure
development
1. Organisational changes in Santander Bank Polska S.A.
Optimisation of the organisational structure
In 2025, a number of changes were made to the organisational structure of Santander Bank Polska S.A. to increase the operational efficiency of the
organisation through its better alignment with the business environment and optimisation of management processes.
→ Legal and Compliance
Division
→ Risk Management
Division
The Legal and Compliance Division was set up in the place of the Compliance and FCC Division, centralising legal,
compliance and personal data protection units within a single management structure. The new Division includes
the Compliance Area headed by the Chief Compliance Officer who reports directly to the Management Board
member.
The control, fraud prevention and AML units of the former Compliance and FCC Division were transferred to the
Risk Management Division. In addition, the Risk Control and Engineering Area was created in the Risk
Management Division to develop a consistent, effective and resilient risk management and control structure.
→ Wealth Management
and Insurance Division
→ Retail Banking Division
→ Units outside the
divisional structure
The bancassurance units were transferred to the Retail Banking Division in order to increase process synergies in
the sales channels of that Division.
The oversight of the Wealth Management Area was delegated to the Head of the Business and Corporate Banking
Division (outside the divisional structure) to use the opportunities for optimisation arising from the common
business objectives in relation to Private Banking customers.
Santander Brokerage Poland was separated from the Wealth Management Area and is now one of the
organisational units operating outside the divisional structure. The unit is supervised by the Head of the Business
and Corporate Banking Division.
As a result, the Wealth Management and Insurance Division was dissolved.
→
→ Business Partnership
Division
The following units were set up: the Strategic Partnership and Leadership Area (integrating the units responsible
for leadership development, employer branding, recruitment, onboarding and business partnership) and the
Personnel and Compensation Area (integrating the units responsible for remuneration, benefits and personnel
administration). With the new model of the functionally centralised structure, HR processes are managed in a
more consistent way and data are used and managed more effectively.
→ Digital Transformation
Division
New IT Areas responsible for system development were created within the CIO (Chief Information Officer)
structure. The Payments IT Area was separated from the Digital HR & Payments IT Area, and the Corporate CRM
IT Area from the Corporate Transactional Banking IT Area. With the structure focused on specific expertise areas,
the Bank will be able to increase operational efficiency and reduce project delivery costs.
New chapters were created in software development and testing units to ensure more effective human resources
management.
→ Units outside the
divisional structure
The Models and Data Area, which integrates the BI competencies, now reports to the Head of the Digital
Transformation Division (outside the divisional structure).
The oversight of the Wealth Management Area and Santander Brokerage Poland was taken over by the Head of
the Business and Corporate Banking Division (outside the divisional structure).
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Organisational units of the Business Support Centre of Santander Bank Polska S.A.
Hybrid work model
The Covid-19 pandemic led to remote work becoming more popular. This work model was formalised by legislative changes implemented in 2023.
Since 2022, all head office units in Santander Bank Polska S.A. have worked in the hybrid model, i.e. partly in the office and partly remotely. This solution
offers flexibility, while balancing the needs of the organisation with the expectations of employees. It also contributes to effectiveness, teamwork and
work comfort.
Self-service tools were put in place to support employees and managers in fulfilling formal requirements connected with the hybrid work model
(statements, applications for remote work, special statutory solutions for selected groups of employees, e.g. parents of children with disabilities or below
eight years of age) and managing the reservation of desks and parking places. Employees receive quarterly lump sum for remote work.
The hybrid work model increases employee satisfaction and engagement, improves talent retention, reduces recruitment costs, and helps build a positive
employer image in the labour market.
Agile methodology at Santander Bank Polska S.A.
Santander Bank Polska S.A. has been steadily developing and promoting the use of Agile methods in day-to-day work of interdisciplinary teams in order
to effectively respond to challenges of the dynamically changing market.
In 2025, there were 21 Agile teams with nearly two thousand members. They commonly use tools like Jira (to standardise processes and workflows) and
a quarterly planning process. The development of Agile competencies in tribes and other organisational units is supported by Agile Coaches.
In the reporting period, a comprehensive survey was conducted among Agile teams. It helped map an employee’s path, from the origination of an idea to
post-implementation support for a product or service. Based on the survey results, processes were further optimised as part of continuous improvement
and Agile 2.0 work group was established to shorten the Time to Market and implement survey recommendations. Meanwhile, development initiatives
for product owners were continued and periodic meetings on the Agile methodology were organised for existing and new employees.
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2. Development of distribution channels of Santander Bank Polska S.A.
Santander Bank Polska S.A. invests in the digitalisation of business and development of digital tools to provide highly innovative and top quality services.
The range of functionalities available in the distribution channels is steadily extended, as is the accessibility of services. The Bank’s focus is to grow sales
in remote channels and increase the share of self-service branches.
Basic statistics on distribution channels
Santander Bank Polska S.A.
31.12.2025
31.12.2024
Branches (locations)
307
311
Off-site locations
-
2
Santander Zones (acquisition stands)
8
11
Partner outlets
161
166
Business and Corporate Banking Centres
6
6
Single-function ATMs
1)
123
130
Dual-function machines
1)
1,273
1,242
Registered internet and mobile banking customers
2)
(in thousand)
5,321
5,197
Digital (active) internet and mobile banking customers
3)
(in thousand)
3,942
3,765
Digital (active) mobile banking customers
4)
(in thousand)
3,361
3,112
iBiznes24 – registered companies
5)
(in thousand)
30
27
1) Network of ATMs of Santander Bank Polska S.A. maintained by specialised operators as at the end of 2025 (following the migration of machines started in 2023).
2) Number of customers who signed an electronic banking agreement under which they can use the available products and services remotely.
3) Number of active internet and mobile banking users (digital customers) who at least once logged into internet or mobile banking or checked their balance without logging in the last month of the reporting period.
4) Number of active mobile banking customers who at least once logged into the mobile application or its light version or checked their balance without logging in the last month of the reporting period.
5) Only the customers using iBiznes24 – an electronic platform for business customers (iBiznes24, iBiznes24 mobile and iBiznes24 Connect).
Traditional distribution channels
As at 31 December 2025, Santander Bank Polska S.A. had 307 branches, 8 Santander Zones and 161 partner outlets. In 2025, the number of bank outlets
(branches, off-site locations and Santander Zones) decreased by 9, and the number of partner outlets declined by 5.
> Location of branches and partner outlets of Santander Bank Polska S.A. by province
Pomorskie
24
6
Warmińsko-Mazurskie
6
5
Podlaskie
6
2
Mazowieckie
38
20
Kujawsko-
Pomorskie
15
7
Zachodniopomorskie
12
13
Wielkopolskie
50
22
Lubuskie
16
4
Dolnośląskie
53
21
Łódzkie
14
11
Lubelskie
11
9
Podkarpackie
10
4
Świętokrzyskie
6
6
Śląskie
19
13
Opolskie
11
6
Małopolskie
16
12
Branches
Partner outlets
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173 170
168 166
166
164
164 161
17
17
17
13 13
9
8
8
315
313
313
311
309
308
308
307
505
500
498
490
488
481
480
476
31-Mar-2024 30-Jun-2024 30-Sep-2024 31-Dec-2024 31-Mar-2025 30-Jun-2025 30-Sep-2025 31-Dec-2025
Number of branches and partner outlets of Santander Bank Polska S.A.
by quarter in 2024 and 2025
Partner outlets Off-site locations and Santander Zones Branches
560
521
507
490
476
31-Dec-2021 31-Dec-2022 31-Dec-2023 31-Dec-2024 31-Dec-2025
Number of branches and outlets
of Santander Bank Polska S.A. in years 2021-2025
Priorities of branch network development
Below are some of the major developments in the branch network in 2025:
→ The implementation of the cashless service model in branches was continued, with self-service zones available 24/7. By the end of 2025, the
number of branches without cashier services increased to 94.
→ Two branches and two off-site locations were closed as part of the branch network optimisation.
→ Two branches were transformed into partner outlets and 15 partners were changed.
At the end of December 2025, Private Banking customers were managed by 56 bankers in 24 cities: 4 Private Banking Centres and 20 Bank branches
adapted to serve Private Banking customers.
Services to businesses and corporations were provided by two departments: the Business Clients Department and the Corporate Clients Department,
with their 6 Banking Centres (3 Business Banking Centres and 3 Corporate Banking Centres) operating within 3 regional structures through 29 offices
located Poland-wide. Premium customers and entities from the public and commercial properties sector were handled by four dedicated offices.
• Modernisation of branches, including relocation, remodelling and downsizing.
• Launch of further branches without cashier services.
• Implementation of the network coverage strategy.
• Continued optimisation of branches and their transformation into partner outlets, taking into account the operating cost analysis.
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ATMs
As at 31 December 2025, the network of self-service devices of Santander Bank Polska S.A. – provided in co-branding partnership with Euronet and
ITCARD – comprised 1,396 units, including 123 ATMs (cash dispense functionality only) and 1,273 dual function machines (cash dispense and deposit
functionality) including 1,248 recyclers, i.e. devices enabling withdrawal of cash that has been previously deposited by other customers.
Since November 2024, all machines have been maintained by the above operators under an ATM-as-a-service model.
Thanks to the partnership with Euronet, since June 2025, the Bank's SME customers – and since December also corporate customers – have been able to
make withdrawals using Euronet's own devices. In addition, in September 2025, customers were given access to EUR cash withdrawals at twelve foreign-
currency ATMs in Poland.
ATMs of Santander Bank Polska S.A. are equipped with a speech-to-text technology, enabling visually impaired customers to make all types of
transactions without additional assistance. It is one of the elements of adapting the Bank’s processes and procedures to the Polish Accessibility Act. A
large number of ATMs also have NFC readers, making it possible for customers to use cards from their digital wallets.
Remote channels
In 2025, Santander Bank Polska S.A. continued to improve the functionality and capacity of digital contact channels in line with its long-term strategy
which is to increase the share of such channels in customer acquisition and sales. The changes were intended to improve the user-friendliness of existing
features and processes, and add new ones, while enhancing security of operations. Channel integration was continued, harmonising customer service
across the Bank.
Electronic channel
Selected solutions and improvements introduced in 2025
santander.pl
In 2025, new solutions were developed to support sales and increase security.
To support sales, efforts were ongoing to integrate santander.pl with Salesforce and streamline communication
with customers.
Work was underway to introduce two-factor authentication and to refine and extend the CSP (Cloud Solution
Provider) licence model to maintain a high level of security, which is reflected in BitSight ratings.
The Bank completed the implementation of the Web Content Accessibility Guidelines (WCAG). The last stage involved
the modification of the individual retirement account (IKE) calculator and the investment calculator, as well as the
optimisation of other less frequently used components.
Internet
and mobile banking
In 2025, the Bank continued to improve and develop its mobile application. The following features were added: standing
orders, trusted payees, savings account opening, payment limit management and recurring BLIK payments (the latter
two options available to personal customers), investments, Alerty24 settings, games and multimedia, goals and transfer
limit management for business customers, advisor business cards for Select customers, and new options in the parent
profile (including blocking and unblocking online banking for children aged 7–12). In addition, efforts focused on
improving the application’s accessibility (including with regard to BLIK payments, history, and tax transfers), speeding
up its performance and refreshing the design of selected screens.
Individuals using BLIK payments can now see the code before logging into the application. The limited access to the
application during maintenance breaks was extended (customers can view their latest transaction history or the list of
purchased public transport tickets and parking fees paid). New fixes were also prepared in relation to BLIK payments,
transfers, quick view, access to desktop, settings and logout screen.
Santander Open
In March 2025, the scope of payment initiation services available as part of Santander Open was extended to include
Velo Bank. Santander Bank Polska S.A. is one of the Polish market leaders in terms of open banking services. The Bank’s
customers can now integrate their accounts online (AIS) and initiate payments (PIS) in relation to accounts held with any
of the following ten banks: Alior Bank, Bank Millennium, BNP Paribas, Credit Agricole, ING Bank Śląski, mBank, Nest
Bank, PKO BP, Pekao S.A. and VeloBank.
AIS and PIS are available both in Santander internet and Santander mobile.
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Electronic channel
Selected solutions and improvements introduced in 2025 (cont.)
Contact Centre
(Multichannel
Communication Area
and Remote
Distribution Area)
Service excellence
Key Contact Centre achievements in 2025:
Top MASS NPS Benchmark for Contact Centre – the highest result in the market over the last five years.
Golden Banker 2025: Second place in the following general rating categories: best helpline services and best email/
form/ chat services.
Institution of the Year (2024/2025 edition): third place in the category of the best customer service in remote
channels.
Selected technological changes
New functions were added to the Call Steering mechanism (password reset and advance notification of cash
withdrawal).
Short information and educational messages that helpline callers hear before they connect with an advisor were further
developed.
An educational fairy tale about cybersecurity was used instead of music on hold.
A new mechanism was put in place for routing helpline callers interested in brokerage products.
A new process was implemented for high net worth individuals enabling them to buy investment products over phone.
A solution was designed whereby customers can ask to be contacted about investments.
In the Online Advisor channel, new transfer groups were added (enabling quick and precise redirection) and the Push
notification was implemented (informing customers about a new message from their advisors) in order to improve
customer experience.
Voice biometrics was abandoned, as a result of which the customer identification process at the Contact Centre is now
uniform and more secure by using mobile authorisation and Click2Call.
SME advisors were provided with an option to change transfer limits in the mobile application via the video channel.
The customer identification process related to the payable-on-death designation was improved by implementing video
verification.
A browser was created as part of the “Free withdrawals from third party ATMs” offer.
An automated control was put in place in relation to the sale of Locum property insurance and Życie i Zdrowie life
insurance.
The scope of application of Speech Analytics (internal tool) was extended to include the monitoring of topics and service
quality.
The range of remote channels in which customers can update their IDs without the need to visit a branch was expanded
to include a chat.
Negotiated deposit opening via the Select Helpline was simplified and shortened (a hybrid model was implemented,
combined with deposit opening via Santander online).
The process of opening an SME account via video verification was simplified (customers can resume an interrupted
conversation without having to go through the video verification once again).
The scope of services provided by the Multichannel Communication Area advisors was extended to include support for
business card holders in relation to the multicurrency feature.
Push notifications and post-sales processes related to electronic banking services for children aged 7–12 were
implemented.
Selected process changes
Fraud prevention processes were further enhanced, including the ability to unblock access to online banking services
without requiring a restart, as well as optimisation of processes for handling suspicious devices.
Customers can update their IDs via phone without the need to visit a branch.
The mobile application can be activated via email.
A new tool was implemented for handling instructions to close an SME account.
Selected bot applications
Sandi, a chatbot, was launched on the internet banking login page.
A knowledge base was added to the chatbot, providing answers in Ukrainian and Russian to frequently asked questions
from Contact Centre customers. The chatbot is now available on the Bank’s webpages in Ukrainian.
The chatbot includes the description of all self-service internet and mobile banking processes and is used to promote
remote channels.
The chatbot was launched on 30 subpages www.santander.pl, including in the contact for SME and Select customers
tab.
Voice and IVR voice assistants were implemented on the helplines for Select customers (61 885 86 00 and 1 9999). In
2025, 76% of callers were successfully routed to the right advisor based on the spoken phrase.
e-commerce
Santander Bank Polska S.A. develops an e-commerce channel to sell strategic products online. The Bank offers personal
accounts, business accounts and cash loans in partnership with affiliate networks in Poland, i.e. the largest online
platforms.
The Bank also takes active measures in electronic channels (website, electronic banking platform, mobile application)
in relation to existing customers, providing them with tailored products and services.
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The new features of iBiznes24 for corporate customers are described in Chapter VIII “Business development in 2025”, section on Business and Corporate
Banking and Corporate and Investment Banking.
Active digital customer base
As at 31 December 2025, the number of digital customers of Santander Bank Polska S.A. (i.e. electronic banking customers who used electronic banking
services at least once a month) went up by 4.7% YoY to 3.9m, accounting for 74.1% of customers with access to electronic banking services. The number
of active mobile banking users increased by 8.0% YoY to 3.4m (including 2.1m customers who used only Santander mobile and 1.2m who used both
mobile and internet banking). In 2025, mobile application users made 435.1m transactions (up 17.3% YoY). At the same time, the number of transactions
made via the internet dropped by 3.7% YoY to 183.4m.
3. Technological development
Development of IT resources
In 2025, the security of the Bank’s infrastructure was further enhanced by implementing new tools to minimise the risk of data leak and optimise network
traffic. More secure login methods were introduced for employees. SORBNET3, a key component of Poland’s financial infrastructure, was successfully
implemented, enabling real-time clearing of interbank transactions and high-value payments made by customers. A new transaction classification
module was launched, reducing the time to block garnished accounts from more than ten minutes to just a few seconds.
In 2025, the Digital Transformation Division had a stable workforce of more than two thousand people employed mostly under long-term contracts. The
employment structure was also gender-balanced, with women representing 49% of employees.
External factors of IT development
As the technological environment in 2025 was conducive to further dynamic innovation and digitalisation of services, customers’ expectations for fast
and convenient financial services continued to rise. The Bank uses the potential of modern solutions such as artificial intelligence, big data, cloud
computing and process automation to optimise operations, reduce costs and personalise the banking offer. It also develops the mobile application and
digital service channels, increasing the accessibility of services.
When doing so, the Bank takes into account key external risks, including growing cyber threat (ransomware, phishing, DDoS, malware), the need to adapt
systems to legislative changes, and the shortage of IT professionals. Another risk factor is the increased activity of politically-motivated hackers, partly
linked to the war in Ukraine. To provide secure and reliable services, the Bank must continuously monitor threats, promptly respond to incidents and
invest in modern security solutions.
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Main IT development directions in 2025
The digital transformation in Santander Bank Polska Group is focused on developing cutting-edge digital banking services, automating processes and
increasing security. The key achievements in 2025 include: mobile authorisation, voice assistant, self-service password reset, development of fraud
prevention systems and the upgrade of IT infrastructure. The mobile application was further improved, educational campaigns were launched, and credit
and payment processes were streamlined. The above measures translated into higher satisfaction of customers and better service quality.
The table below presents the selected projects delivered by Santander Bank Polska S.A. in 2025 in line with the main digital transformation directions.
Initiative
Selected strategic projects delivered in 2025
Improvement of
availability,
reliability and
performance of the
Bank’s systems
A new platform was implemented for authenticating users and authorising transactions in electronic channels. It is part
of a bigger project intended to modify the management of the Bank’s customers’ data.
The first stage of migrating the Bank’s central system to the modern architecture was started.
Projects were implemented as part of system lifecycle management to modernise the IT environment by upgrading key
hardware and software components. This is to ensure compliance with applicable standards, increase security and
optimise infrastructure efficiency.
New features were introduced for SME customers.
The functionality of the mobile application was further enhanced by adding: My Goals (a tool offering various types
of savings methods such as: setting aside a percentage amount of inflows, making deposits of the customer’s choice,
saving fixed amounts at a chosen frequency), requesting bank certificates via internet and mobile banking, and
notifying cash withdrawals at the selected branch.
Internet banking features for business customers were expanded to include the Wizzard function for giving
marketing consents for third party services and updating such consents and telephone numbers.
A voice assistant service was launched on helplines for high net worth customers and customers of Santander Brokerage
Poland, automatically routing the call to the right advisor based on a phrase spoken by the customer. This way, customers
can get faster access to specialist services.
A chat was implemented, enabling customers to monitor their arrears and inquire about their debt. This new contact
channel facilitates access to information and supports pre-debt collection actions.
The knowledge base of the Contact Centre helpline was expanded to include answers in Ukrainian and Russian to
frequently asked questions. The scope of self-service solutions was further extended (card activation, blocking and
cancelling, mobile application PIN reset, electronic banking password reset, account opening/ closing).
The Sandi chatbot was launched to support the central mortgage loan application process. Customers can ask about stages
of the process and receive a list of necessary documents.
The central migration of customers to the new iBiznes24 (2.0) electronic banking platform, one of the key elements of
transformation of services for business customers, was successfully completed.
A new electronic contact channel was launched, enabling the exchange of digital documents and data, with confirmation
of dispatch and delivery.
Participation in
global optimisation
initiatives of
Santander Group
In partnership with Open Digital Services and Santander Digital Services, the Bank developed a new system to replace the
cash and payments module. It is one of the key initiatives of the One Platform strategy implemented across Santander
Group.
A pilot of EUR transfers was started: Santander is the first bank in Poland to test BLIK transfers in European payment
systems.
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Initiative
Selected strategic projects delivered in 2025 (cont.)
Enhancement of
security of the
Bank’s systems
Fraud prevention systems were further improved by developing detection tools and rules, and increasing the security of
the mobile application.
The security of the IT infrastructure was strengthened by implementing mechanisms protecting the Bank against
cyberattacks (e.g. DDoS) along with new employee login and authentication solutions.
Extensive education and communication initiatives were undertaken, including digital campaigns, meetings and projects
supported by Santander Foundation, to raise customers’ cybersecurity awareness.
Failover tests under production load were run in a backup location, and Disaster Recovery tests were conducted in line
with the data centre failure scenario.
New solutions were put in place to enhance the security and reliability of the Bank’s infrastructure, notably internet-facing
systems.
A solution was implemented to strengthen the security of the mobile application by protecting users against suspicious
login attempts (from unrecognised devices, locations or by unauthorised persons) and risky banking practices. Such
activities are automatically detected and blocked.
Self-service password reset was introduced in Santander internet, enabling customers to quickly and securely recover
access to internet banking without the need to contact the helpline.
Mobile Authorisation was implemented to verify the identity of helpline callers using a push message on the mobile
application. The solution is used by Mass/SME, Corpo, Select and Private Banking customers who have access to Santander
online, Mini Firma, Moja Firma Plus and iBiznes24.
Implementation of
regulatory
requirements
Credit processes were integrated with the new BIK 4.0 standard to speed up credit decision-making, provide better quality
of data and fully comply with market requirements.
Mechanisms were put in place to enable sanction screening of instruments with ISIN, thereby increasing the security of
transaction settlements.
The financial system was modified to ensure compliance of settlements with the requirements of the National E-Invoicing
System (KSeF).
New requirements were introduced in relation to customer identification and prevention of money laundering to improve
customer service and increase security.
Changes were implemented in the key banking processes, making services fully available to people with special needs.
A new function was launched as part of the mortgage loan refinancing project, enabling the switch from a variable to fixed
interest rate in the case of loans taken out by one borrower or two co-borrowers.
A mechanism for collecting and reporting daily accounting data was implemented to comply with new regulatory
requirements regarding the standard audit file for tax (JPK_CIT).
In cooperation with the National Bank of Poland, the Bank implemented changes to ensure full compliance with the
ISO20022 international payment standard. Data were migrated and transaction formats were adjusted.
A strategic solution was implemented to ensure full compliance with the new legislation on the Polish Classification of
Activities (PKD 2025) as part of the second stage of the project.
Automation and
optimisation of
operational
processes
Data Grid (infrastructure for fast and simultaneous processing of large amounts of data in multiple systems) was
modernised. The process covered more than 140 servers and included the upgrade of operating systems and key
components as well as integration of the environment with the management automation platform.
A solution was introduced to automate the posting of sealed cash deposits to customers’ accounts using details from the
QR code included on the bank deposit slip.
The process of cash loan repayment was automated and extended to include an option to repay the loan in full or change
the repayment date.
As part of the Business Process Management System project, the scope of digitalisation of the garnishment process was
extended to include all branches and partner outlets, the submission of customer instructions was simplified, a solution
was introduced to track the status of cases in remote channels (including electronic banking), advisors were provided with
a conversation tool to facilitate the management of enquiries, and customers were offered an option to sign instructions
with an electronic signature in branches and partner outlets.
A dedicated complaint procedure for fraud transactions was developed, facilitating the processing of unauthorised
withdrawals.
Achievements in innovation, research and development
In 2025, the Bank actively explored the potential of AI solutions (including GenAI) for improving process efficiency and increasing profitability across the
organisation.
The key initiatives and their results are presented below:
→ AI tools were widely used to drive automation and innovation, including a solution designed to support employees’ daily tasks, which was tested by
several hundred participants. Users actively provide feedback and share ideas on how to improve the functionality of the solution.
→ The platform integrating the computing power of local infrastructure with the flexibility of the cloud was further developed, enabling the scaling of
AI projects and faster implementation of innovative solutions.
The above projects were a solid foundation for further digital transformation, increasing the competitive edge and creating new opportunities for
innovation.
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Key IT development directions in 2026
Due to the ownership changes, the Bank’s services are planned to be migrated to a new cloud environment. This will ensure continuity, stability and
security of IT services and maintenance of existing user experience standards by minimising the risk of service disruptions. Customer contact systems
will also be transferred to the cloud environment to increase the scalability and security of services and ensure faster and more reliable performance.
Operational measures will be taken to adapt the organisation to the ownership changes, ensuring the continuity of services and stability of processes.
The Bank will carry on with the implementation of NEXTGEN CRM, a new customer relationship platform offering more personalised services, faster
access to information and modern communication channels.
A new platform will be deployed to support transactional, sales and post-sales processes in branches and the Call Centre, ensuring shorter turnaround
times, clearer processes and consistent customer experience in all contact channels.
The Bank will continue the digital transformation of services for SME customers, developing remote channels and expanding the range of products and
services to include flexible solutions tailored to business needs of that segment.
The functionality of remote channels is to be further developed, with a particular focus on the mobile application. This is to improve customer experience
and service efficiency owing to more convenient access to services and shorter execution times.
The Bank will adapt the systems and procedures to the new Consumer Credit Directive, implement regulatory changes related to the replacement of
WIBOR with a new benchmark and introduce solutions to ensure compliance with AML/CFT regulations (including the new EU package and a new system
supporting customer verification).
4. Strategic capital expenditure
In 2025, Santander Bank Polska Group incurred PLN 640.5m worth of capital expenditure compared with PLN 632.7m in 2024.
In 2025 funds were used mainly to develop the Bank’s technology infrastructure, upgrade IT environments and ensure reliability and security of the key
systems. Similarly to previous years, investments focused on development and maintenance of IT systems, as well as purchase of licences and hardware.
Outlays were primarily made to:
→ upgrade software and licences to ensure stable performance of key systems and further service development;
→ buy new hardware and modernise server environments which support daily transaction processes and banking systems;
→ develop and refresh network infrastructure to ensure uninterrupted data transfer and high service accessibility for customers;
→ increase the capacity and performance of data storage systems supporting growing volumes of information and backup processes;
→ enhance IT security including through the upgrade of data protection tools and mechanisms responsible for continuity of key systems.
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X. Financial performance in 2025
1. Consolidated income statement
Structure of Santander Bank Polska Group’s profit
Condensed consolidated income statement
of Santander Bank Polska Group in PLN m (for analytical purposes)
2025
2024
5)
Change
YoY
Total income
16,021.7
15,337.8
4.5%
- Net interest income
12,702.8
12,270.4
3.5%
- Net fee and commission income
2,948.5
2,784.6
5.9%
- Other income
1)
370.4
282.8
31.0%
Total costs
(4,857.2)
(4,451.5)
9.1%
- Staff, general and administrative expenses
(4,126.5)
(3,772.0)
9.4%
- Depreciation/amortisation
2)
(598.8)
(541.9)
10.5%
- Other operating expenses
(131.9)
(137.6)
-4.1%
Net expected credit loss allowances
(585.9)
(723.9)
-19.1%
Cost of legal risk connected with foreign currency mortgage loans
3)
(1,596.6)
(2,252.6)
-29.1%
Share in net profit (loss) of entities accounted for by the equity method
114.5
102.3
11.9%
Tax on financial institutions
(836.6)
(778.0)
7.5%
Consolidated profit before tax from continuing operations
4)
8,259.9
7,234.1
14.2%
Corporate income tax
(1,726.8)
(1,893.8)
-8.8%
Net profit for the period from continuing operations
4)
6,533.1
5,340.3
22.3%
- Net profit from continuing operations attributable to owners of the parent entity (SBP S.A.)
4)
6,462.9
5,283.8
22.3%
- Net profit from continuing operations attributable to non-controlling interests
70.2
56.5
24.2%
Net profit (loss) for the period from discontinued operations
4)
231.7
(95.5)
-342.6%
Net profit for the period from continuing and discontinued operations
6,764.8
5,244.8
29.0%
- Net profit attributable to owners of the parent entity
6,478.8
5,212.7
24.3%
- Net profit (loss) attributable to non-controlling interests
286.0
32.1
791.0%
1) Other income includes total non-interest and non-fee income of the Group comprising the following items of the full income statement: dividend income, net trading income and revaluation, gain/loss on other
financial instruments, gain/loss on derecognition of financial instruments measured at amortised cost, and other operating income.
2) Depreciation/amortisation includes depreciation of property, plant and equipment, amortisation of intangible assets and depreciation of right-of-use assets.
3) This line reflects the raised and released provisions for legal risk and legal claims related to foreign currency mortgage loans. Together with the gain/loss on derecognition of financial instruments measured at
amortised cost (included in other income), it presents the total impact of legal risk connected with the above-mentioned loans on the Group’s performance in line with the accounting treatment based on
IFRS 9. The Group measures and presents legal risk connected with the foreign currency mortgage loan portfolio reducing the gross carrying amount of loans in line with IFRS 9.
If there is no exposure to cover the estimated provision (or the existing exposure is insufficient), the provision is recognised in accordance with IAS 37.
4) Following the sale of shares in Santander Consumer Bank S.A. (SCB S.A.) on 23 December 2025, in the consolidated income statement for the 12-month period ended 31 December 2025 the results of SCB S.A.
and its subsidiaries are presented as discontinued operations separately from continuing operations. Starting from the consolidated financial statements for the 6-month period ended 30 June 2025, the above
divestment is classified as discontinued operations in accordance with the criteria set out in IFRS 5.
5) The data for the 12-month period ended 31 December 2024 were restated in line with the presentation of continuing and discontinued operations in the current period.
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3,734.1
3,691.0
3,955.1
3,957.6
3,956.1
4,054.4
3,997.6
4,013.6
2,026.1
1,354.8
2,402.3
1,450.9
2,214.6
1,905.7
2,319.0
1,820.6
Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Group's total income and profit before tax from continuing operations by quarter in 2024 and 2025
Total Income Profit Before Tax
PLN m
+1.4 YoY
+25.5 YoY
9,141.6
12,381.5
15,992.3
15,337.8
16,021.7
2,057.8
4,353.0
6,850.0
7,234.1
8,259.9
2021 2022 2023 2024 2025
The Group's total income and profit before tax in years 2021-2025
Total Income Profit Before Tax
PLN m
+4.5%
YoY
+14.2%
YoY
Continuing operations
Continuing and discontinued operations
Comparability of periods
Discontinued and continuing operations
From 16 June 2025 to 23 December 2025, i.e. from the date of signing a preliminary agreement with Santander Consumer Finance S.A. on the sale of all
shares in Santander Consumer Bank S.A. held by Santander Bank Polska S.A. to the closure of the above sale transaction, Santander Bank Polska Group
treated Santander Consumer Bank S.A. and its subsidiaries as assets of the disposal group classified as held for sale and discontinued operations in line
with IFRS 5.
According to the Bank’s Management Board, the classification criteria laid down in IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
were met before the sale as:
→ The assets related to the activities of Santander Consumer Bank S.A. and its subsidiaries were available for immediate sale in then-current condition.
→ Obtaining the required regulatory approvals, in particular the consent of the Polish Financial Supervision Authority (KNF), was highly probable.
→ The transaction was expected to be completed within 12 months.
→ The discontinued operations of Santander Consumer Bank Group formed a separate material business segment of Santander Bank Polska Group
held for sale. The business of this segment was primarily the sale of products and services to personal and business customers (including car loans,
credit cards, cash loans, instalment loans and leases). The offer of this segment also included term deposits and insurance products linked to credit
facilities.
For more information about the sale of shares in Santander Consumer Bank S.A., see Chapter I “Overview of activities of Santander Bank Polska S.A. and
its Group in 2025”.
The above-mentioned classification of the assets and financial results of Santander Consumer Bank Group (based on IFRS 5) was fully reflected in the
Group’s interim financial statements for the 6-month period ended 30 June 2025 and for the 9-month period ended 30 September 2025. In the financial
statements for the 12-month period ended 31 December 2025, only the income statement item: “discontinued operations” is disclosed, including net
profit/loss of SCB Group until the date of sale and net gain on sale. However, the balance sheet item: “disposal group’s assets classified as held for sale”
is not disclosed because as at 31 December 2025 the sale transaction had already been closed and the assets of Santander Consumer Bank Group were
not consolidated as part of the statement of financial position.
Due to the separation of the discontinued operations, the comparative data (for the 12-month period ended 31 December 2024) were restated in the
income statement for the 12-month period ended 31 December 2025 as if the operations were discontinued at the start of the comparative period.
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For more information about the discontinued operations and settlement of the divestment of SCB Group, see Note 48 “Discontinued operations” to the
Consolidated Financial Statements of Santander Bank Polska Group for 2025.
The part of the business of Santander Bank Polska Group which is not intended for divestment represents continuing operations.
Profit from discontinued and continuing operations
Profit from continuing
operations
The profit before tax of Santander Bank Polska Group from continuing operations for the 12-month period ended
31 December 2025 was PLN 8,259.9m, up 14.2% YoY. The net profit attributable to the shareholders of the parent
entity increased by 22.3% YoY to PLN 6,462.9m.
Profit from discontinued
operations
The net profit for the period from discontinued operations was PLN 493.5m, up PLN 589.0m YoY.
The sale of discontinued operations after tax of PLN 579m generated a loss of PLN 261.7m.
The total net profit from discontinued operations (including the two above components) was PLN 231.7m,
including PLN 15.9m attributed to Santander Bank Polska S.A. as a parent entity.
Profit from continuing and
discontinued operations
The total consolidated net profit of Santander Bank Polska Group from continuing and discontinued operations for
the 12-month period ended 31 December 2025 was PLN 6,764.8m, up 29.0% YoY. The profit attributable to owners
of the parent entity increased by 24.3% YoY to PLN 6,478.8m.
Comparability of continuing operations
Selected items of the income statement
affecting the comparability of periods as
part of continuing operations
2025
2024
Cost of legal risk connected with
foreign currency mortgage loans of
Santander Bank Polska S.A.
(separate income statement line)
PLN 1,596.6m
PLN 2,252.6m
Contributions to the BFG (guarantee
fund and resolution fund) made by
Santander Bank Polska S.A.
(general and administrative expenses)
PLN 355.1m (including a contribution of PLN 83.7m
to the guarantee fund)
PLN 233.1m (excluding a contribution to the
guarantee fund, which was suspended in
2023–2024)
Impact of recalculation of deferred tax
based on new CIT rates
(corporate income tax)
PLN 173.5m – a one-off positive effect of the
recalculation of net deferred tax assets due to the
change in CIT rates
Not applicable
Negative adjustment to interest
income on mortgage loans due to the
so-called statutory payment holidays
(interest income)
Not applicable
PLN 134.5m – a one-off adjustment for
payment holidays for PLN mortgage
borrowers in 2024 subject to specific
eligibility criteria
Negative impact of changes to the
criteria of a significant increase in
credit risk
(net expected credit loss allowances)
Not applicable
PLN 130.8m – a rise in expected credit loss
allowances resulting from the extension of
quantitative criteria for identifying a
significant increase in credit risk and
determining the classification of exposures to
Stage 2
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
82
Determinants of the consolidated profit before tax from continuing operations
for 12 months of 2025
7,234.1
8,259.9
+656.0
+432.4
+163.9
+138.0
+87.6
+12.2
+5.6
-56.8
-58.6
-354.5
Profit before tax
2024
Cost of legal risk
associated with
foreign currency
mortgage loans
Net interest
income
Net
fee &
commission
income
Impairment
allowances
for expected
credit losses
Other income Profit
attributable
to the entities
accounted for
using the
equity method
Other
operating
expenses
Depreciation/
amortisation
Tax on financial
institutions
Staff,
general and
administrative
expenses
Profit before tax
2025
Changes in the key components of the consolidated profit before tax from continuing operations
for 2025 vs 2024
Key components with a negative impact on a YoY change in PBT
Key components with a positive impact on a YoY change in PBT
Profit before tax for 2024 and 2025
PLN m
+1,025.8 m
In 2025, the profitability of continuing operations of Santander Bank Polska Group (excluding Santander Consumer Bank S.A. and its subsidiaries) was
mostly affected by higher net interest income from continuing operations (+3.5% YoY) combined with a declining net interest margin. The slower pace
of net interest margin compression relative to the scale of interest rate cuts reflects the increasing level of protection of Santander Bank Polska Group’s
interest income from variable-rate loans, as well as a decline in funding costs, partly due to the growing share of current accounts in the deposit structure.
A key driver of the YoY growth in net interest income was the portfolio of debt securities measured at amortised cost. In the lower interest rate
environment, the net interest margin was negatively affected primarily by the portfolio of unsecured variable-rate loans, as well as by lower yields on
reinvestments in government bonds and NBP treasury bills. At the same time, cost of own issues and sale of securities under repurchase agreements
went up as a result of the Bank’s increased activity in the above areas. A positive factor was a 29.1% YoY decline in the cost of legal risk of foreign currency
mortgage loans estimated using the model considering current legal environment, statistical data, forecasts and expert judgment.
Net fee and commission income from continuing operations grew by 5.9% YoY, mainly due to the Group’s activities in the stock, investment fund and
currency markets in a favourable economic environment, which translated into higher net income from brokerage fees, distribution and asset
management fees, and FX fees. The Group also reported significant growth in net income from guarantee fees, along with a moderate increase in net
income from insurance and debit card fees.
The consolidated profit before tax was also positively affected by other non-interest and non-fee income, which grew by 31.0% YoY due to net trading
income and revaluation (+PLN 71.1m YoY) and gain on derecognition of financial instruments measured at amortised cost (+PLN 18.4m YoY), reflecting
the financial result of settlements with foreign currency mortgage loan borrowers (exceeding the level of provisions raised in this regard).
Net expected credit loss allowances decreased by 19.1% YoY due to sound and stable quality of credit portfolios supported by the economic environment
that positively affected the parameters used in estimates. Another factor was the high base in the comparative period reflecting a PLN 130.8m increase
in allowances resulting from the modification of the criteria for identifying a significant increase in credit risk of retail and SME portfolios of Santander
Bank Polska S.A.Negative one-off items which generated expected credit loss allowances were lower YoY and had a limited impact on the cost of risk in
2025.
The Group’s profitability was constrained by a 9.4% YoY increase in staff, general and administrative expenses, reflecting higher contributions payable
to the Bank Guarantee Fund (higher resolution fund contribution and reinstated guarantee fund contribution), as well as salary review connected with
strong financial performance, and growing operating expenses in respect of third party services and use of IT systems and integration costs.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
83
Profit before tax of Santander Bank Polska Group from continuing operations by contributing entities
Components of Santander Bank Polska Group’s profit before tax from continuing
operations in PLN m (by contributing entities)
2025
2024
Change YoY
Santander Bank Polska S.A.
8,937.4
7,029.6
27.1%
Subsidiaries:
368.2
299.1
23.1%
Santander Towarzystwo Funduszy Inwestycyjnych S.A.
173.6
139.7
24.3%
Santander Finanse Sp. z o.o. and its subsidiaries
(Santander Leasing S.A., Santander Factoring Sp. z o.o., Santander F24 S.A.)
194.6
158.0
23.2%
SPV XX04062025 Sp. z o.o. w likwidacji
0.0
1.4
-100.0%
Equity method valuation
114.5
102.3
11.9%
Elimination of a standalone profit on shares in affiliates
1)
(948.6)
-
Elimination of dividends received by Santander Bank Polska S.A.
(211.6)
(196.9)
7.5%
Profit before tax from continuing operations
8,259.9
7,234.1
14.2%
1) This line item refers to the elimination of the profit before tax from the sale of Santander Consumer Bank S.A., which is a component of the profit of Santander Bank Polska S.A. on a standalone basis and discontinued
operations on a consolidated basis.
Santander Bank Polska S.A. (parent entity of Santander Bank Polska Group)
The profit before tax of Santander Bank Polska S.A. was PLN 6,248.9m, up 10.9% YoY.
The results of Santander Bank Polska S.A. are presented in detail in Part 4 “Separate income statement”.
Subsidiaries
In the segment of continuing operations, the subsidiaries consolidated by Santander Bank Polska S.A. reported a profit before tax of PLN 368.2m, up
23.1% YoY on account of stronger performance of Santander Towarzystwo Funduszy Inwestycyjnych S.A. as well as leasing and factoring companies
controlled by Santander Finanse Sp. z o.o.
Santander TFI S.A.
The profit before tax of Santander TFI S.A. for 2025 increased by 24.3% YoY to PLN 173.6m, as a result of 16.2% YoY higher net fee and commission
income. Asset management fees, the main contributor to the increase in net fee and commission income, grew YoY along with a rise in the average assets
under management, reflecting sound net sales of investment funds and a positive change in the value of investment fund units. The growth in net income
from asset management fees was constrained by a slight margin decrease resulting from the change in the structure of net assets under management,
with a higher share of lower-margin instruments (e.g. short-term debt securities). Meanwhile, net income from success fees went down despite the
strong performance, as an effect of a high base resulting from solid rates of return generated by the funds last year.
Companies controlled by Santander Finanse sp. z o.o.
Profit before tax posted by companies controlled by Santander Finanse Sp. z o.o. went up by 23.2% YoY to PLN 194.6m.
→ Total profit before tax of Santander Leasing S.A., Santander Finanse Sp. z o.o. and Santander F24 S.A. for 12 months of 2025 grew by 31.0% YoY to
PLN 135.3m. Strong sales generated during 2025 triggered an increase in lease receivables (+6.4% YoY), net interest income (+9.5% YoY) and net
insurance income (+7.8% YoY). Another contributing factor was a decrease in the negative balance of net expected credit loss allowances (-42.8%
YoY). Among other factors, the above decrease was attributed to the sale of non-recoverable debt with a profit before tax recognised in allowances.
The quality of the lease portfolio remained high, with the NPL ratio of 3.37% (-0.13 p.p. YoY). The positive financial impact of the above trends was
partly offset by higher costs of synthetic securitisation resulting from a new project launched in December 2024.
→ The profit before tax posted by Santander Factoring Sp. z o.o. increased by 8.4% YoY to PLN 59.3m, reflecting a 77.7% YoY decrease in net expected
credit loss allowances (an effect of high base and release of allowances in 2025) and a 4.7% YoY rise in net interest income driven by the growing
factoring portfolio. At the same time, the loss recorded under net fee and commission income was up YoY due to higher costs arising from guarantee
agreements and higher total operating expenses including increased staff expenses (reflecting annual salary review), general and administrative
expenses (related to legal and IT services) and amortisation of intangible assets (resulting from software investments).
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
84
Discontinued operations related to SCB Group
The profit before tax from discontinued operations (i.e. the sold Santander Consumer Bank Group) disclosed in the consolidated financial statements for
the period until the divestment (i.e. until 23 December 2025) was PLN 460.7m and increased by PLN 429.2m as a combined effect of:
→ A 4.4% YoY increase in net interest income to PLN 1,740.7m driven by growth of the credit portfolio and favourable changes in its structure (a higher
share of high-margin products).
→ A 21.1% YoY decrease in net fee and commission income to PLN 98.5m resulting from higher costs of securitisation.
→ A 46.8% YoY rise in other non-interest and non-fee income to PLN 97.3m resulting from an increase in operating income, net trade income and
revaluation and gain on derecognition of financial instruments measured at amortised cost (accompanied by a lower gain on other financial
instruments).
→ A 29.5% YoY increase in negative balance of net expected credit loss allowances to PLN 336.0m, caused mainly by the normalisation of credit risk
resulting from higher share of dynamically growing consumer loans as well as modification of the model for identifying a significant increase in
credit risk (SICR) of credit exposures, resulting in an additional allowance. In 2025, Santander Consumer Bank Group sold credit receivables of PLN
486.4m at a profit before tax of PLN 117.4m. In 2024, it sold the portfolio of PLN 714.7m at a profit before tax of PLN 121.5m.
→ A 9.0% YoY increase in operating expenses to PLN 668.8m due to higher general and administrative expenses and revision of provisions for legal
claims in other operating expenses.
→ Cost of legal risk connected with foreign currency mortgage loans was revised to PLN 427.6m (-49.6% YoY).
Structure of Santander Bank Polska Group’s profit before tax
Total income
Total income from continuing operations earned by Santander Bank Polska Group during the 12-month period ended 2025 increased by 4.5% YoY to PLN
16,021.7m.
Net interest income
In the segment of continuing operations, net interest income for 2025 totalled PLN 12,702.8m and was up 3.5% YoY as a result of higher business
volumes generated in an economic environment conducive to monetary policy easing. During 2025, the Monetary Policy Council cut NBP rates three
times by 175 b.p. in total. As a result, the reference rate at the end of December 2025 was 4.00%.
3,016.2
2,895.3
3,156.6
3,202.3
3,175.8
3,178.1
3,195.0
3,153.9
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
Net interest income from continuing operations by quarter
ended 31.12.2024 and 31.12.2025
PLN m
-1.5% YoY
-1.3% QoQ
5,962.1
9,652.3
13,115.9
12,270.4
12,702.8
2021 2022 2023 2024 2025
Net interest income in years 2021-2025
PLN m
+3.5%
YoY
Continuing operations
Continuing and discontinued operations
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
85
The Group’s interest income for the 12 months of 2025 totalled PLN 17,168.2m and was up 3.2% YoY, mainly supported by debt securities portfolios and
IRS hedging transactions. Due to lower interest rate cuts, interest income from loans to businesses and banks decreased YoY.
In the same period, interest expense grew by 2.5% YoY to PLN 4,465.4m, mainly due to higher volume of deposits from enterprises, subordinated
liabilities and liabilities in respect of debt securities in issue and repurchase transactions. On the other hand, interest expense related to deposits from
individuals, public sector and banks went down.
Loans & Advances to
Enterprises and Public Sector
28%
Finance Leases
4%
Debt Securities and Other
31%
Loans & Advances to
Individuals
37%
Structure of interest revenue from
continuing operations for 2025
Loans & Advances to
Enterprises and Public Sector
31%
Finance Leases
4%
Debt Securities and Other
27%
Loans & Advances to
Individuals
38%
Structure of interest revenue from
continuing operations for 2024
Deposits from Enterprises &
Public Sector
34%
Deposits from Individuals
35%
Subordinated
Loans and Issue of
Securities
20%
Deposits from
Banks and Other
11%
Structure of interest expense from
continuing operations for 2025
Deposits from Enterprises &
Public Sector
36%
Deposits from Individuals
36%
Subordinated
Loans and Issue of
Securities
17%
Deposits from
Banks and Other
11%
Structure of interest expense from
continuing operations for 2024
5.38%
5.07%
5.37%
5.27%
5.14%
5.04%
5.03%
4.70%
5.38%
5.23%
5.28%
5.27%
5.14%
5.10%
5.09%
4.96%
5.38%
5.28%
5.37%
5.27%
5.38%
5.34%
5.35%
5.32%
5.08%
4.94%
4.89%
4.88%
4.64%
5.08%
4.94%
4.94%
4.91%
4.83%
4.50%
4.70%
4.90%
5.10%
5.30%
5.50%
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
Net interest margin by quarter in the years 2024 and 2025
from continuing and discontinued operations (including swap points)
1)
Net interest margin from continuing and discontinued operations
Cumulative net interest margin from continuing and discontinued operations
Underlying net interest margin (excl. impact of so-called payment holidays charged to Q2 2024)
Underlying cumulative net interest margin (excl. impact of so-called payment holidays charged to Q2 2024)
Net interest margin from continuing operations
Cumulative net interest margin from continuing operations
Continuing and
discontinued
operations
Continuing
operations
1) The calculation of the net interest margin of Santander Bank Polska S.A. takes account of swap points allocation from derivative instruments used for the purpose of liquidity management but excludes interest income
from the portfolio of debt securities held for trading and other trading-related exposures.
The net interest margin from continuing operations of Santander Bank Polska Group, annualised on a Ytd basis, was 4.83%, down 0.25 p.p. YoY (excluding
the impact of payment holidays recognised in Q2 2024).
This decline originated in the period of growth of the Group’s key business volumes and reflects the evolution of market interest rates, adjustment
measures taken by the Group (including the management of prices of assets and liabilities) and negative impact of a variable-rate loan portfolio.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
86
Net fee and commission income
Electronic and Payment
Services
7%
Debit Cards
10%
Account Maintenance &
Cash Transactions
13%
FX Fees
31%
Mutual Fund Distribution &
Asset Management
12%
Insurance Fees
9%
Credit Fees
11%
Credit Card Fees, Guarantees and
Other
1%
Brokerage Activities
6%
Net fee & commission income structure in 2025
from continuing operations
Electronic and Payment
Services
7%
Debit Cards
11%
Account Maintenance &
Cash Transactions
14%
FX Fees
31%
Mutual Fund Distribution &
Asset Management
11%
Insurance Fees
8%
Credit Fees
12%
Credit Card Fees, Guarantees
and Other
1%
Brokerage Activities
5%
Net fee & commission income structure in 2024
from continuing operations
695.4
689.8
701.8
697.6
727.7
743.9
725.1
751.8
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
Net fee & commission income from continuing operations by quarter
2024 and 2025
PLN m
+7.8%
YoY
+3.7%
QoQ
Net fee and commission income from continuing
operations
2025
2024
4)
Change YoY
FX fees
912.3
871.0
4.7%
Account maintenance and cash transactions
392.0
386.3
1.5%
Asset management and distribution
354.0
298.4
18.6%
Debit cards
305.9
304.6
0.4%
Credit fees
1)
328.4
326.3
0.6%
Insurance fees
250.1
236.2
5.9%
Electronic and payment services
2)
209.0
201.7
3.6%
Brokerage activities
174.9
140.3
24.7%
Guarantees and sureties
101.8
91.4
11.4%
Credit cards
75.3
78.6
-4.2%
Other
3)
(155.2)
(150.3)
3.3%
Total
2,948.5
2,784.5
5.9%
1)
Net fee and commission income from lending, factoring and leasing activities which is not amortised to net interest income. This line item includes, among other things, the cost of agency.
2)
Fees for payments (foreign payments and Western Union transfers), services for third party institutions as well as other electronic and telecommunications services.
3)
Fees for other agency services, including fees related to accounts and deposits, issue arrangement fees, brokerage fees, fees paid to other banks and other fees.
4)
To better reflect the nature of the transactions, the Group in 2025 has changed the presentation of the Cost of agency fees. The data for 2024 have been re-presented for comparison purposes.
Previously, the above costs were presented in the following line items: “Account maintenance and payment transactions”, “Credit agency fees” and “Other”
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
87
2,487.1
2,566.4
2,717.0
2,784.6
2,948.5
2021 2022 2023 2024 2025
Net fee & commission income in years 2021-2025
PLN m
+5.9%
YoY
Continuing and discontinued operations
Continuing operations
Net fee and commission income for 2025 was PLN 2,948.5m and increased by 5.9% YoY on account of the Group’s diversified operations, including
activities in the investment fund, stock, foreign exchange and bancassurance markets, with higher rates of return generated in the reporting period.
The key changes to net fee and commission income items were as follows:
→ Net FX income increased by 4.7% YoY, mainly on account of higher turnover in the electronic currency exchange channel, accompanied by a slight
rise in average quotations.
→ Net fee and commission income from distribution and asset management rose by 18.6% YoY, reflecting higher income from fees collected by
Santander TFI S.A. for fund asset management, resulting from a higher average value of net assets driven by solid sales growth and a positive
change in the value of fund units.
→ A 5.9% YoY increase was reported under the insurance line item, reflecting higher net income from insurance activities of Santander Leasing S.A.,
YoY growth in net income from Life and Health insurance and Locum Comfort insurance (i.e. key products from the Bank’s insurance offer which are
not related to banking products) and lower commission expenses incurred by Santander Bank Polska S.A. in relation to the insurance of the legacy
mortgage portfolio.
→ Net income from brokerage activities grew by 24.7% YoY, mainly due to favourable trends in the global capital markets. The economic situation in
Poland (including the return to the growth path) was conducive to an increased activity of foreign investors on the WSE. Trading volumes of Polish
retail investors, including the customers of Santander Brokerage Poland, were satisfactory too. They were supported by an increased volatility
caused by political and macroeconomic developments as well as record high levels of WSE indices.
→ Net fee and commission income from guarantees and sureties was up 11.4% YoY, as a combined effect of higher income from guarantee activities
and higher costs related to new securitisation projects launched by Santander Leasing S.A. in 2024.
→ Income from loan commissions, after deducting intermediary costs, remained at a similar level in both periods.
→ Costs of other intermediation, mainly including costs of cooperation with the agent network and fee costs for other agencies , including accounts
and deposits, brokerage commissions, and commissions paid to other banks, showed a slight increase of 3.3% YoY.
→ Other changes in net fee and commission income reflected standard business operations
Non-interest and non-fee income
194.9
114.1
23.4
15.7
-65.3
266.6
123.7
11.1
15.9
-46.9
+36,8%
YoY
+8,4%
YoY
-52,6%
YoY
+1,3%
YoY
-28,2%
YoY
Net Trading Income & Revaluation Other Operating Income Gains/Losses on Other Financial
Instruments
Dividend Income Gain/Loss on Derecognition of Financial
Instruments Measured at Amortised Cost
Components of consolidated other income for 2024 vs 2025
from continuing operations
2024 2025
PLN m
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
88
Non-interest and non-fee income of Santander Bank Polska Group from continuing operations presented above totalled PLN 370.4m and was up 31.0%
YoY on account of changes in the following components:
→ Net trading income and revaluation increased by PLN 71.7m YoY to PLN 266.6m, reflecting a rise of PLN 111.6m YoY to PLN 195.9m in the total gain
on trading in debt and equity financial assets measured at fair value through profit or loss, attributed to an increased activity of Santander Brokerage
Poland in terms of market-making and execution of customer orders. A gain on transactions in derivative and FX markets decreased from
PLN 109.7m for 2024 to PLN 68.3m for 2025. The weaker result on trading in derivatives was largely offset by a higher gain on transactions used
by the Bank to manage FX liquidity.
→ Other operating income increased by 8.4% YoY to PLN 123.7m as a combined effect of income from recovered debt of PLN 35.8m, partially offset
by lower income from the sale of services and reduced releases of provisions for legal claims and other assets.
→ A gain on other financial instruments totalled PLN 11.1m and was down PLN 12.3m YoY due to a lower gain on hedging and hedged instruments
(-PLN 13.2m YoY), combined with a PLN 0.9m increase in a gain on the sale of debt investment financial assets measured at fair value through other
comprehensive income (i.e. treasury bonds).
→ Dividend income totalled PLN 15.9m and was up 1.5% YoY, mainly on account of dividends from Biuro Informacji Kredytowej S.A. and Krajowa Izba
Rozliczeniowa S.A. as well as equities traded by Santander Brokerage Poland.
→ The Group reported a loss of PLN 46.9m on derecognition of financial instruments measured at amortised cost vs a loss of PLN 65.3m last year. This
line item includes mainly the additional financial result of voluntary settlements with CHF home loan borrowers (above the provisions raised), which
generated a loss of PLN 47.2m in 2025 (down PLN 22.0m YoY). During 2025, Santander Bank Polska S.A. made 2,838 settlements, both pre-court
and post-court. As part of the settlement, the loan is converted to PLN and/or a method is determined to settle the liabilities arising from the loan
agreement. The settlement terms are individually negotiated with customers.
Expected credit loss allowances
Net expected credit loss
allowances on loans and advances
measured at amortised cost
Continuing operations (PLN m)
Stage 1
Stage 2
Stage 3
POCI
Total
Total
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Allowance on loans and advances
to banks
(0.1)
0.1
-
-
-
-
-
-
(0.1)
0.1
Allowance on loans and advances
to customers
(30.0)
3.0
(240.0)
(374.7)
(392.9)
(505.7)
65.7
118.0
(597.2)
(759.4)
Recoveries of loans previously
written off
-
-
-
-
6.0
7.9
-
-
6.0
7.9
Allowance on off-balance sheet
credit liabilities
0.6
7.6
1.8
4.1
3.0
15.8
-
-
5.4
27.5
Total
(29.5)
10.7
(238.2)
(370.6)
(383.9)
(482.0)
65.7
118.0
(585.9)
(723.9)
The charge made by Santander Bank Polska Group to the income statement on account of net expected credit loss allowances related to continuing
operations was PLN 585.9m, down 19.1% YoY.
The lower level of net expected credit loss allowances is also attributed to sound and stable quality of credit portfolios supported by economic trends
affecting revision parameters. Negative one-off items which generated expected credit loss allowances were lower YoY and had limited impact on the
cost of risk in 2025.
The decrease in net impairment allowances for the credit portfolio is also an effect of a high base in the comparative period resulting from the modification
of the criteria for identification of a significant increase in credit risk at Santander Bank Polska S.A. The new criteria were applied in 2024 to all credit
portfolios, resulting in the reclassification of PLN 8.1bn worth of loans and advances to stage 2 and a rise of PLN 130.8m in expected credit loss
allowances.
The cost of credit risk related to the continuing operations of Santander Bank Polska Group was 0.37% as at 31 December 2025 (on a Ytd basis) vs 0.48%
as at 31 December 2024.
During the 12 months of 2025, Santander Bank Polska S.A. sold credit receivables of PLN 1,259.4m, at a profit before tax of PLN 115.0m. Last year, the
Bank sold credit receivables of PLN 1,370.1m, generating a profit before tax of PLN 127.3m.
The Group steadily monitors its credit portfolio and the impact of the current macroeconomic and geopolitical situation on risk levels, adjusting credit
ratings and classification of exposures to individual stages accordingly. The quality of credit portfolios is considered to be good and the key risk indicators
are stable.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
89
Total costs
Total costs (PLN m)
2025
2024
Change YoY
Staff, general and administrative expenses, of which:
(4,126.5)
(3,772.1)
9.4%
- Staff expenses
(2,329.1)
(2,165.1)
7.6%
- General and administrative expenses
(1,797.4)
(1,607.0)
11.8%
Depreciation/amortisation
(598.8)
(542.0)
10.5%
- Depreciation of property, plant and equipment and amortisation of intangible assets
(456.9)
(401.8)
13.7%
- Depreciation of the right-of-use asset
(141.9)
(140.2)
1.2%
Other operating expenses
(131.9)
(137.5)
-4.1%
Total costs
(4,857.2)
(4,451.6)
9.1%
In 2025, total operating expenses of Santander Bank Polska Group related to continuing operations increased by 9.1% YoY to PLN 4,857.2m on account
of inflation, salary review, higher contributions to the Bank Guarantee Fund, higher consultancy and advisory fees, integration costs and higher costs of
third party services and IT systems as well as increased depreciation/ amortisation of tangible and intangible assets.
As total costs grew by 9.1% YoY and total income by 4.5% YoY, the cost to income ratio related to continuing operations increased slightly from 29.0%
in 2024 to 30.3% in 2025.
Staff expenses
In 2025, staff expenses related to continuing operations totalled PLN 2,329.1m and increased by 7.6% YoY. The average employment was relatively
stable in both periods. The main components of staff expenses, i.e. salaries, bonuses and statutory deductions from salaries, went up by 7.4% YoY to PLN
2,239.1m on account of the salary review and higher accruals for employee bonuses resulting from strong financial performance and integration costs
(PLN 26m). The costs related to the Group’s long-term share-based incentive plan (Incentive Plan VII) were PLN 104.9m vs PLN 100.2m in 2024. Pay rises
resulted in higher employee capital plan contributions and social benefit costs. In addition, the accrual for retirement bonuses and unused annual leaves
was revised.
General and administrative expenses
General and administrative expenses connected with continuing operations went up by 11.8% YoY to PLN 1,797.4m.
Amounts payable to market regulators (BFG, KNF and KDPW) totalled PLN 401.8m and were up 46.3% YoY due to the reinstatement (after two years) of
a quarterly contribution to the BFG guarantee fund totalling PLN 83.7m after the four quarters and recognition of 16.5% YoY higher annual contribution
to the BFG bank resolution fund, which totalled PLN 271.4m in accordance with the BFG Council’s resolution of 21 March 2025. Total contributions
payable by the Group to the Bank Guarantee Fund were PLN 355.1m, up 52.4% YoY.
Excluding the mandatory contributions to the BFG, the Group’s general and administrative expenses increased by 5.0% YoY, mainly on account of higher
cost of IT systems, consultancy and advisory services, other third party services, and KIR and SWIFT settlements.
→ Consultancy and advisory fees rose by 51.6% YoY, reflecting higher costs of legal services and support for projects delivered by the Group (including
the ones related to ESG regulatory requirements, development of CRM business processes in remote channels, and ownership changes).
→ The cost of IT systems went up by 9.0% YoY as a result of licence fees, infrastructure and software support costs and multiple projects.
→ The costs of other third party services were up 4.8% YoY due to, among other things, the outsourcing of banking operations which used to be
performed in-house and generated costs in other line items (payment handling, ATM maintenance, alerts, AML/CFT processes).
→ Cost of payment settlements (via KIR, SWIFT, etc.) was up due to higher service prices.
→ Administrative costs related to integration with the new main shareholder amounted to PLN 46 m.
In the case of outsourced ATM maintenance services, the increase in the costs of third party services was accompanied by a reduction in the costs of cars,
transport and cash-in-transit services (-21.1% YoY). A decrease was also reported in the costs of maintenance of premises (-6.3% YoY) and in the costs
of short-term leases (-20.0% YoY) resulting from optimisation of the branch network. Savings were also generated under a new power purchase contract.
Cost of marketing and entertainment was reduced by 3.4% YoY, reflecting lower amount of publicity materials, advertising correspondence and
audiovisual output. Other taxes and fees declined by 5.5% due to lower cost of liability insurance.
Tax and other charges
Tax on financial institutions in the segment of continuing operations totalled PLN 836.6m for 2025 and was up 7.5% YoY, reflecting a YoY increase in
assets (including loans and advances) and a YoY rise in the portfolio of treasury securities lowering the tax base.
Corporate income tax on continuing operations was PLN 1,726.8m and effectively lower (down from 26.2% for 2024 to 20.9% for 2025) as a result of a
14.2% YoY increase in profit before tax and a rise in contributions to the BFG and in tax on financial institutions, offset by a one-off positive effect of
remeasurement of deferred tax assets due to new CIT rates (+PLN 173m), a decrease in non-tax deductible costs of legal risk connected with foreign
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
90
currency mortgage loans and costs of provisions. The tax charge (PLN 579 m) on the sale of shares in SCB is recognized in net income from discontinued
operations.
2. Consolidated statement of financial position
Consolidated assets
As at 31 December 2025, the total assets of Santander Bank Polska Group were PLN 308,150.1m and up 1.2% YoY despite the deconsolidation of SCB
Group’s assets resulting from the divestment of SCB S.A. Key asset growth drivers include higher volumes of loans and advances to customers, investment
financial assets and financial assets held for trading resulting from the activity of the Bank and other members of the current Group. The value and
structure of the Group’s financial position is determined by the parent entity, which held 97.6% of the consolidated total assets vs 90.7% as at the end of
December 2024 when the consolidation included Santander Consumer Bank S.A. and its subsidiaries.
280,024.9
282,878.6
290,926.1
304,373.9
313,716.8
314,556.8
317,448.6
308,150.1
31-Mar-24 30-Jun-24 30-Sep-24 31-Dec-24 31-Mar-25 30-Jun-25 30-Sep-25 31-Dec-25
Total consolidated assets at the end of consecutive quarters in 2024 and 2025
PLN m
Continuing operations
Continuing and discontinued operations
243,017.3
257,517.2
276,651.9
304,373.9
308,150.1
31-Dec-2021 31-Dec-2022 31-Dec-2023 31-Dec-2024 31-Dec-2025
Total assets at the end of years 2021-2025
PLN m
Continuing operations
Continuing and discontinued operations
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
91
Structure of consolidated assets
Assets in PLN m
(for analytical purposes)
31.12.2025
1)
Data from CFS
Structure as at
31.12.2025
31.12.2024
Pro forma
data
2)
(restated)
3)
Structure as at
31.12.2024
Change YoY
(%)
31.12.2024
Data from
CSF1)
(restated)
3)
1
2
3
4
1/3
5
Loans and advances to customers
162,837.7
52.8%
156,308.9
55.5%
4.2%
174,776.3
Investment financial assets
78,865.7
25.6%
65,845.1
23.4%
19.8%
70,917.0
Cash and cash equivalent
3)
30,504.7
9.9%
28,722.2
10.2%
6.2%
29,003.5
Financial assets held for trading and hedging
derivatives
17,302.3
5.6%
10,718.9
3.8%
61.4%
10,749.3
Buy-sell-back transactions and assets pledged
as collateral
6,992.7
2.3%
5,674.2
2.0%
23.2%
5,674.3
Fixed assets, intangibles, goodwill and right-
of-use assets
3,983.3
1.3%
3,718.6
1.3%
7.1%
3,975.9
Loans and advances to banks
2,371.7
0.8%
4,170.4
1.5%
-43.1%
4,031.2
Other assets
4)
5,292.0
1.7%
6,584.9
2.3%
-19.6%
5,246.4
Loans and advances to customers
308,150.1
100.0%
281,743.2
100.0%
9.4%
304,373.9
1) The data come from the consolidated financial statements of Santander Bank Polska Group for 2025 (CFS). As a result of the sale of shares in Santander Consumer Bank S.A. on 23 December 2025, the
consolidated statement of financial position as at 31 December 2025 contained in this report does not include the sold bank or its subsidiaries (column 1), i.e. entities which were consolidated with Santander
Bank Polska S.A. as at 31 December 2024 (column 6). In accordance with IFRS 5, the comparative period was not restated.
2) Column 3 presents assets as at 31 December 2024 on a pro forma comparative basis, which corresponds to the scope of asset consolidation as at 31 December 2025, i.e. it includes only the continuing operations
(without Santander Consumer Bank Group).
3) In line with the guidelines of the IFRS Interpretations Committee and requirements of IAS 7 Statement of Cash Flows and IAS 1 Presentation of Financial Statements, since 31 March 2025 Santander Bank Polska
Group has presented the category of cash and cash equivalents, which apart from cash and balances with central banks includes financial assets with original maturity of up to three months. The change in the
accounting principles made it necessary to restate the comparative data.
4) Other assets include the following items of the full version of the statement: investments in associates, deferred tax assets and other assets.
Apart from aggregate balance sheet data as at 31 December 2025, the table above presents pro forma comparative data on assets and liabilities as at
31 December 2024, excluding Santander Consumer Bank Group (column 3), which enables the readers to assess the development of the business activity
of Santander Bank Polska Group as part of continuing operations in 2024 and 2025.
On a comparative basis, net loans and advances to customers in the segment of continuing operations increased by 4.2% YoY due to a rise in loans to
personal customers, enterprises and the public sector, and in lease receivables. The carrying amount of investment financial assets went up by 19.8%
YoY, supported by continued growth in investments in treasury bonds, which had the biggest share in the Group’s portfolio of investment securities.
Financial assets held for trading and hedging derivatives increased by 61.4%, reflecting the Group’s activity in terms of IRS swaps and transactions in
treasury debt securities (mainly bonds) in the trading book. Cash and cash equivalents increased by 6.2%, reflecting a higher balance of the current
account at the central bank.
Since 31 March 2025, a presentation change has been made to the consolidated financial statements of Santander Bank Polska Group, namely financial
assets with original maturity of up to three months that used to be disclosed under loans and advances to banks and debt investment securities (NBP
bills) have been presented separately under cash and cash equivalents together with assets that used to be disclosed under cash and balances with
central banks. The comparative periods have been restated accordingly too. Detailed information in this respect is provided in the Consolidated Financial
Statements of Santander Bank Polska Group for 2025, section “Presentation of cash and cash equivalents in the statement of financial position” in Note
2.5 “Comparability with the results from the previous periods” of the statement of financial position.
The Group’s current liquidity management in 2025 resulted in a decrease in loans and advances to banks in discontinued operations(-43.1% YoY) and a
lower value of interbank loans and deposits with tenors above three months.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
92
Credit portfolio
Gross loans and advances to customers in PLN m
31.12.2025
31.12.2024
Pro forma data
1)
Zmiana r/r (%)
pro forma
31.12.2024
1
2
1/2
3
Loans and advances to individuals
79,743.7
75,930.4
5.0%
88,814.3
Loans and advances to enterprises and the public sector
76,180.4
73,252.6
4.0%
76,315.9
Finance lease receivables
10,989.5
10,847.5
1.3%
15,145.2
Other
61.1
70.1
-12.8%
70.3
Total
166,974.7
160,100.6
4.3%
180,345.7
1) Column 2 presents gross portfolios of loans and advances to customers on a pro forma comparative basis for continuing operations (i.e. excluding Santander Consumer Bank Group). Column 3 additionally includes loans
and advances as part of discontinued operations as at 23 December 2025.
Loans to
Enterprises &
Public Sector
41%
Home Mortgages
31%
Cash Loans
15%
Other Loans to
Individuals
4%
Finance Lease
Receivables
9%
Product structure of consolidated loans and advances to
customers as at 31.12.2025 excl. SCB Group
Loans to
Enterprises &
Public Sector
45%
Home Mortgages
34%
Cash Loans
11%
Other Loans to
Individuals
2%
Finance Lease
Receivables
8%
Product structure of consolidated loans and advances to
customers as at 31.12.2024 excl. SCB Group
On a comparative basis, i.e. excluding assets related to the operations of Santander Consumer Bank Group, the consolidated gross loans and advances to
customers increased by 4.3% YoY.
The section below presents the Group’s credit exposures by key portfolios in terms of customer segments and products:
→ Loans and advances to individuals grew by 5.0% YoY. Home loans of Santander Bank Polska S.A., which were the main contributor to this figure,
totalled PLN 56,716.4m as at 31 December 2025 and were up 4.0% due to growing sales of this product. Cash loans were the second largest item
of loans and advances to customers. The cash loan portfolio of Santander Bank Polska S.A. totalled PLN 19,283m and increased by 7.1% due to a
high base at the end of December 2024 supported by dynamic sales driven by macroeconomic factors.
→ Loans and advances to enterprises and the public sector (including factoring receivables) went up by 4.0%, mainly due to higher exposures in respect
of term loans granted to customers of the Business and Corporate Banking segment.
→ Finance lease receivables of Santander Bank Polska Group rose by 1.3% to PLN 10,989.5m, supported by sales of machines and equipment.
45.3%
46.2%
46.3%
55.2%
54.9%
53.9%
51.0%
51.3% 51.3%
52.3%
52%
4.6%
4.5%
4.8%
4.4%
4.3%
4.2%
4.3%
4%
3.9%
4.0%
3.7%
3.0%
3.5%
4.0%
4.5%
5.0%
5.5%
6.0%
31-Mar-24 30-Jun-24 30-Sep-24 31-Dec-24 31-Mar-25 30-Jun-25 30-Sep-25 31-Dec-25
25%
30%
35%
40%
45%
50%
55%
60%
Credit quality ratios by quarter in 2024and 2025
(from continuing and discontinued operations)
Loan loss coverage ratio (incl. POCI exposures) for continuing operations
Loan loss coverage ratio
NPL ratio
NPL ratio for continuing operations
Continuing
operations
Continuing and
discontinued
operations
As at 31 December 2025, the NPL ratio of Santander Bank Polska Group (i.e. continuing operations) was 3.7% and the provision coverage ratio for impaired
loans was 46.3%
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
93
Structure of consolidated equity and liabilities
Equity and liabilities
in PLN m (for analytical purposes)
31.12.2025
Data from
CFS
1)
Structure as at
31.12.2025
31.12.2024
Pro forma
data
2)
Structure as at
31.12.2024
Change YoY
(%)
31.12.2024
Data from
CFS
1)
1
2
3
4
1/3
6
Deposits from customers
230,142.6
74.7%
216,026.2
76.7%
6.5%
232,028.8
Subordinated liabilities and debt securities in issue
16,115.6
5.2%
11,732.9
4.2%
37.4%
14,080.0
Financial liabilities held for trading and hedging
derivatives
12,556.3
4.1%
10,525.9
3.7%
19.3%
10,517.4
Deposits from banks and sale and repurchase
agreements
5,427.8
1.8%
5,409.8
1.9%
0.3%
6,347.1
Other liabilities
3)
8,402.6
2.7%
5,787.6
2.1%
45.2%
6,959.4
Total equity
35,505.2
11.5%
32,260.6
11.4%
10.1%
34,441.2
Total
308,150.1
100.0%
281,743.0
100.0%
9.4%
304,373.9
1) The data come from the consolidated financial statements of Santander Bank Polska Group for 2024 (CFS). As a result of the sale of shares in Santander Consumer Bank S.A. on 23 December 2025, the
consolidated statement of financial position as at 31 December 2025 contained in this report does not include the sold bank or its subsidiaries (column 1), i.e. entities which were consolidated with Santander
Bank Polska S.A. as at 31 December 2024 (column 6). The comparative period is presented in accordance with IFRS 5.
2) Column 3 presents equity and liabilities as at 31 December 2024 on a pro forma comparative basis, which corresponds to the scope of balance sheet data consolidation as at 31 December 2025, i.e. it includes
only the continuing operations (without Santander Consumer Bank Group).
3) Other liabilities include lease liabilities, current tax liabilities, deferred tax liabilities, provisions for financial and guarantee liabilities, other provisions and other liabilities.
In the reporting and comparative periods, deposits from customers were the largest constituent item of the Group’s total equity and liabilities and the
main source of funding for the Group’s assets. They increased by 6.5% YoY on a comparative basis, as a result of a significant inflow of funds to current
accounts (including savings accounts) of individuals and businesses.
On a comparative basis, the financial liabilities held for trading and hedging derivatives rose by 19.3% YoY, reflecting the activity of Santander Bank
Polska S.A. in the derivatives market (notably interest rate hedging transactions).
A 37.4% YoY increase was also reported in the comparative balance of subordinated liabilities and debt securities in issue due to bond issues.
In 2025, Santander Bank Polska Group made the following issues, using the proceeds to finance working capital needs:
→ Santander Bank Polska S.A. made four issues as part of synthetic securitisation or issue programmes:
• As part of synthetic securitisation of a corporate loan portfolio, on 26 June 2025 the Bank issued CLNs with a nominal value of PLN 320m and
a maturity date of 31 March 2036. The Bank has the option of earlier repayment of its obligations under the CLNs. On 26 June 2025, the bonds
were introduced to trading in the alternative trading system on the Vienna MTF organised by Wiener Börse AG (Vienna Stock Exchange).
• As part of the EMTN programme, on 7 October 2025 the Bank issued series 6 senior non-preferred notes with a total nominal value of EUR
500m and a maturity date of 7 October 2031 subject to a put option. The notes bear a fixed coupon of 3.500% (payable annually) during the
first five years from the issue date and a variable coupon of 3M EURIBOR + margin of 1.15% (payable quarterly) in the last year. The notes
were admitted to trading on the regulated market of Euronext Dublin.
• As part of the bond issue programme, on 1 December 2025 the Bank issued series 1/2025 senior preferred notes with a total nominal value
of PLN 3bn and a maturity date of 1 December 2028 subject to a put option. The notes bear a variable interest rate equal to 6M WIBOR and
the margin of 1.10% per annum. On the issue date, the notes were admitted to trading in the alternative trading system of the Warsaw Stock
Exchange.
• As part of synthetic securitisation of a cash loan portfolio, on 9 December 2025 the Bank issued CLNs with a nominal value of PLN 368.5m
and a maturity date of 30 September 2034. The Bank has the option of earlier repayment of its obligations under the CLNs. On 9 December
2025, the CLNs were introduced to trading in the alternative trading system on the Vienna MTF organised by Wiener Börse AG (Vienna Stock
Exchange).
→ Santander Factoring Sp. z o.o. issued 11 series of variable-rate bonds guaranteed by the Bank:
• 19 February 2025: PLN 507m worth of series A25 bonds with a maturity date of 19 August 2025;
• 23 April 2025: PLN 185m worth of series B25 bonds with a maturity date of 23 October 2025;
• 23 June 2025: PLN 364m worth of series C25 bonds with a maturity date of 23 December 2025;
• 19 August 2025: PLN 850m worth of series D25 bonds with a maturity date of 19 February 2026;
• 20 August 2025: PLN 300m worth of series E25 bonds with a maturity date of 19 February 2026;
• 3 September 2025: PLN 100m worth of series F25 bonds with a maturity date of 3 September 2026;
• 13 October 2025: PLN 200m worth of series H25 bonds with a maturity date of 13 January 2026;
• 23 October 2025: PLN 440m worth of series G25 bonds with a maturity date of 23 April 2026;
• 11 December 2025: PLN 260m worth of series J25 bonds with a maturity date of 23 June 2026;
• 11 December 2025: PLN 200m worth of series K25 bonds with a maturity date of 23 June 2026;
• 23 December 2025: PLN 505m worth of series I25 bonds with a maturity date of 23 June 2026.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
94
→ Santander Leasing S.A. issued three series of bonds with a put option:
• 19 March 2025: PLN 100m worth of series T variable-rate bonds with a maturity date of 19 March 2026;
• 4 April 2025: PLN 240m worth of series U variable-rate bonds with a maturity date of 4 April 2026;
• 24 July 2025: PLN 600m worth of series V variable-rate bonds with a maturity date of 24 July 2026.
Deposit base
Deposits by entities
Deposits from customers in PLN m
31.12.2025
31.12.2024
Pro forma data
1
)
Change YoY (%)
31.12.2024
1
2
1/2
3
Deposits from individuals
123,689.3
117,707.7
5.1%
127,764.5
Deposits from enterprises and the public sector
106,453.3
98,318.6
8.3%
104,264.3
Total
230,142.6
216,026.3
6.5%
232,028.8
1) Column 2 presents liabilities as at 31 December 2024 on a pro forma comparative basis, which corresponds to the scope of balance sheet data consolidation as at 31 December 2025, i.e. it includes only the continuing
operations (without Santander Consumer Bank Group).
As part of continuing operations, the Group’s deposits from customers increased by 6.5% YoY as at 31 December 2025, reflecting growth in balances of
current accounts (including savings accounts) and term deposits.
By customer segment, the deposit base changed as follows:
→ Deposits from individuals went up by 5.1% YoY driven by inflows into current and savings accounts (+7.8%), with a concurrent slight decline in term
deposits (-0.3%).
→ Deposits from enterprises and the public sector were up 8.3% YoY, reflecting a 11.5% YoY rise in term deposits and a 7.2% YoY growth in current
account balances. Deposits from enterprises comprise loans and advances from financial institutions, including loans granted by the European
Investment Bank (EIB), the European Bank for Reconstruction and Development (EBRD) and the Council of Europe Development Bank (CEB) to
finance the lending activity of the Bank and its subsidiaries. A 36.3% decrease in the above line item is the result of scheduled repayments by
Santander Bank Polska S.A. and Santander Leasing S.A.
Deposits by tenors
Term Deposits
27%
Current
Accounts
71%
Other Liabilities
2%
Structure of consolidated customer deposits
as at 31.12.2025
68.9
67.1
70.5
73.8
79.8
72.4
75.4
62.1
137.2
143.9
142.2
154.1
153.0
160.3
157.3
164.3
4.2 4.2
5.1
4.1
4.3
4.9
5.0
3.7
31-Mar-2024 30-Jun-2024 30-Sep-2024 31-Dec-2024 31-Mar-2025 30-Jun-2025 30-Sep-2025 31-Dec-2025
Term deposits and current accounts* at quarter-ends of 2024 and 2025
Term Deposits Current Accounts Other Liabilities
PLN bn
Continuing and discontinued operations
Continuing operations
*including savings accounts
During 12 months of 2025, the total inflows to current accounts were twice as high (+7.5%, including savings accounts) as inflows to term deposits
(+3.8%).
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
95
3. Selected financial ratios of Santander Bank Polska Group
Continuing operations
Continuing and discontinued
operations
Selected financial ratios of Santander Bank Polska Group
(including SCB Group)
31.12.2025
31.12.2024
Cost/Income
30.3%
29.6%
Net interest income/Total income
79.3%
81.0%
Net interest margin
1)
4.83%
5.32%
Net fee and commission income/Total income
18.4%
17.0%
Net loans and advances to customers/Deposits from customers
70.8%
75.3%
NPL ratio
2)
3.7%
4.4%
NPL provision coverage ratio
3)
46.3%
51.0%
Cost of credit risk
4)
0.37%
0.58%
ROE
5)
23.6%
20.4%
ROTE
6)
26.6%
22.4%
ROA
7)
2.2%
1.8%
Total capital ratio
8)
20.0%
17.99%
Tier 1 capital ratio
9)
19.51%
17.09%
Book value per share (PLN)
347.45
337.03
Earnings per ordinary share (PLN)
10)
63.40
51.01
1) Net interest income annualised on a year-to-date basis (excluding interest income from the portfolio of debt securities held for trading and other exposures related to trading) to average net earning assets
as at the end of consecutive quarters after the end of the year preceding the particular accounting year (excluding financial assets held for trading, hedging derivatives, other exposures related to trading
and other loans and advances to customers).
2) Lease receivables and gross loans and advances to customers measured at amortised cost and classified to Stage 3 and POCI exposures to the total gross portfolio of such lease receivables
and loans and advances as at the end of the reporting period.
3) Impairment allowances for lease receivables and loans and advances to customers measured at amortised cost and classified to Stage 3 and POCI exposures to the gross value of such lease
receivables and loans and advances as at the end of the reporting period.
4) Net expected credit loss allowances (for four consecutive quarters) to average gross loans and advances to customers measured at amortised cost and lease receivables (as at the end of
the current reporting period and the end of the previous year).
5) Net profit attributable to the parent’s shareholders (for four consecutive quarters) to average equity (as at the end of the current reporting period and the end of the previous year), excluding
non-controlling interests, current period profit and dividend reserve.
6) Net profit attributable to the parent’s shareholders (for four consecutive quarters) to average tangible equity (as at the end of the current reporting period and the end of the previous year)
defined as common equity attributable to the parent’s shareholders less revaluation reserve, current year profit, dividend reserve, intangible assets and goodwill.
7) Net profit attributable to the parent’s shareholders (for four consecutive quarters) to average total assets (as at the end of the current reporting period and the end of the previous year).
8) The capital ratio was calculated on the basis of own funds and total capital requirements established for the individual risk types by means of the standardised approach, in line with the
CRD IV/CRR package.
9) Tier 1 capital ratio calculated as a quotient of Tier 1 capital and risk-weighted assets for credit, market and operational risk.
10) Net profit for the period attributable to the parent’s shareholders to the average weighted number of ordinary shares.
Management Board Report on Santander Bank Polska Group Performance in 2025
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4. Separate income statement
Condensed separate income statement
of Santander Bank Polska S.A. in PLN m
(for analytical purposes)
2025
2024
Change YoY
Total income
16,505.7
14,904.8
10.7%
- Net interest income
12,323.2
11,917.5
3.4%
- Net fee and commission income
2,697.3
2,552.5
5.7%
- Other income
1)
1,485.2
434.8
241.6%
Total costs
(4,595.0)
(4,206.8)
9.2%
- Staff, general and administrative expenses
(3,916.1)
(3,566.8)
9.8%
- Depreciation/amortisation
2)
(571.6)
(518.8)
10.2%
- Other operating expenses
(107.3)
(121.2)
-11.5%
Net expected credit loss allowances
(540.1)
(637.9)
-15.3%
Cost of legal risk connected with foreign currency mortgage loans
3)
(1,596.6)
(2,252.5)
-29.1%
Tax on financial institutions
(836.6)
(778.0)
7.5%
Profit before tax
8,937.4
7,029.6
27.1%
Corporate income tax
(2,228.6)
(1,832.1)
21.6%
Net profit for the period
6,708.8
5,197.5
29.1%
1) Other income includes total non-interest and non-fee income of the Bank comprising the following items of the full income statement: result on sale of subsidiaries, dividend income, net trading income and
revaluation, gain/loss on other financial instruments, gain/loss on derecognition of financial instruments measured at amortised cost and other operating income.
2) Depreciation/amortisation includes depreciation of property, plant and equipment, amortisation of intangible assets and depreciation of the right-of-use asset.
In 2025, the profit before tax of Santander Bank Polska S.A. increased by 27.1% YoY to PLN 8,937.4m, and the net profit for the period grew by 29.1%
YoY to PLN 6,708.8m.
The table presented in the “Comparability of periods” section below contains the selected items of the income statement of Santander Bank Polska
S.A. which affect the comparability of the analysed periods. After the relevant adjustments:
→ the Bank’s underlying profit before tax went up by 1.6% YoY and
→ the underlying net profit for the period increased by 2.8% YoY.
Management Board Report on Santander Bank Polska Group Performance in 2025
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Comparability of periods
Selected items of the income statement
affecting the comparability of periods
2025
2024
Profit before tax from the sale of
shares in subsidiaries
(income statement item)
Tax on the sale of shares in
subsidiaries
(corporate income tax)
→ PLN 948.6m
→ PLN 579.7m
→ Not applicable
Cost of legal risk connected with
foreign currency mortgage loans
(income statement item)
→ PLN 1,596.6m
→ PLN 2,252.6m
Contributions to the BFG
(resolution fund) made by
Santander Bank Polska S.A.
(general and administrative
expenses)
→ PLN 355.1m (including a contribution
of PLN 83.7m to the guarantee fund)
→ PLN 233.1m
Impact of recalculation of deferred
tax based on new CIT rates
(corporate income tax)
→ PLN 173.5m – a one-off positive effect
of the recalculation of deferred tax
assets due to the change in CIT rates
→ Not applicable
Negative adjustment to interest
income on mortgage loans due to
the so-called statutory payment
holidays
(interest income)
→ Not applicable
→ PLN 134.5m – a one-off adjustment
(taken to Q2 2024) accounting for
payment holidays for PLN mortgage
borrowers in 2024 subject to specific
eligibility criteria
Negative impact of changes to the
criteria of a significant increase in
credit risk
(net expected credit loss
allowances)
→ Not applicable
→ PLN 130.8m – a rise in the Bank’s
expected credit loss allowances
resulting from the change in the criteria
of a significant increase in credit risk
determining the classification of
exposures to Stage 2
Management Board Report on Santander Bank Polska Group Performance in 2025
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98
948.6
655.9
405.7
144.8
97.8
72.9
18.3
15.1
13.9
7.8
-12.3
-52.8
-58.6
-349.3
Net gains on subordinated entities
Cost of Legal Risk Associated with Foreign Currency Mortgage Loans
Net Interest Income
Net Fee & Commission Income
Impairment Allowances for Expected Credit Losses
Net Trading Income & Revaluation
Loss on Derecognition of Financial Instruments
Dividend Income
Other Operating Expenses
Other Operating Income
Gains on Other Financial Instruments
Depreciation/Amortisation
Tax on Financial Institutions
Staff, General and Administrative Expenses
Year-on-year changes in the main items of the income statement of Santander Bank Polska S.A.
for 2025 in absolute numbers
in PLN m
The profit before tax of Santander Bank Polska S.A. was PLN 8,937.4m, up 27.1% YoY. Changes to the components of the profit before tax earned by the
Bank are presented above. The key change factor was the profit of PLN 948.6m from shares in affiliates, i.e. the result of settlement of the divestment of
Santander Consumer Bank S.A. The standalone profit after tax was PLN 368.9m.
Changes in the main components of the standalone profit reflect the trends relating to the consolidated profit. Similarly to the Group, the Bank’s profit
before tax was positively affected by: net interest income, net fee and commission income, net trading income and revaluation, gain on derecognition of
financial instruments measured at amortised cost and dividend income. The cost side was affected by lower cost of legal risk of foreign currency mortgage
loans and lower expected credit loss allowances. The increases in the above-mentioned items were partly offset by a negative impact of changes in staff,
general and administrative expenses, tax on financial institutions, amortisation/depreciation, other operating income and gain/loss on other financial
instruments.
Structure of total income of Santander Bank Polska S.A.
Total income of Santander Bank Polska S.A. for 2025 increased by 10.7% YoY to PLN 16,505.7m. Excluding the profit of PLN 948.6m from the sale of
shares in Santander Consumer Bank S.A., the underlying total income for the current period grew by 4.4% YoY.
Net interest income
Interest income of Santander Bank Polska S.A. in PLN m in respect of:
2025
2024
Change
YoY
Loans and advances to individuals
6,326.4
6,348.2
-0.3%
Loans and advances to enterprises and the public sector
4,971.1
5,250.8
-5.3%
Debt securities and reverse sale and repurchase agreements
4,394.0
3,676.7
19.5%
IRS and loans and advances to banks
889.4
827.6
7.5%
Total interest income
16,580.9
16,103.3
3.0%
Interest expense of Santander Bank Polska S.A. in PLN m in respect of:
2025
2024
Change
YoY
Deposits from individuals
(1,554.7)
(1,572.5)
-1.1%
Deposits from enterprises and the public sector, and lease liabilities
(1,547.1)
(1,561.8)
-0.9%
Sale and repurchase agreements
(344.8)
(271.9)
26.8%
Subordinated liabilities and debt securities in issue
(726.6)
(657.6)
10.5%
Liabilities to banks
(84.5)
(122.0)
-30.7%
Total interest expense
(4,257.7)
(4,185.8)
1.7%
Net interest income
12,323.2
11,917.5
3.4%
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
99
The Bank’s interest income went up by 3.0% YoY, and interest expense grew by 1.7% YoY. The growth rate of expense and income reflects lower interest
rates and growth of credit, deposit and debt securities portfolios. In 2025, the Bank noted a higher volume of term loans in the business customer
segment, higher demand for cash loans and revived interest in home loans. Growth was also reported in the portfolio of trade and investment securities,
with lower yields YoY.
Net interest income, the main source of the Bank’s profit, increased by 3.4% YoY to PLN 12,323.2m. The cumulative net interest margin decreased from
5.0% in 2024 to 4.8% in 2025, reflecting interest rate movements resulting from monetary policy easing as well as the Bank’s measures related to the
management of balance sheet structure, product offer parameters and sales and promotion support system, taking into account internal and external
developments.
Net fee and commission income
Net fee and commission income of Santander Bank Polska S.A. in PLN m
2025
2024
4)
Change YoY
FX fees
912.3
871.1
4.7%
Account maintenance and cash transactions
391.9
386.0
1.5%
Debit cards
305.9
304.6
0.4%
Credit fees
1)
325.5
324.4
0.3%
Electronic and payment services
2)
209.2
202.0
3.6%
Brokerage activities
175.5
140.9
24.6%
Insurance fees
155.1
148.5
4.4%
Guaranties and sureties
154.8
127.1
21.8%
Distribution fees
119.0
97.2
22.4%
Credit cards
75.3
78.6
-4.2%
Issue arrangement
28.6
18.3
56.3%
Other fees
3)
-155.8
-146.2
6.6%
Total
2,697.3
2,552.5
5.7%
Net fee and commission income for 2025 totalled PLN 2,697.3m and increased by 5.7% YoY on account of considerably higher net income (in absolute
terms) from the distribution of investment funds (+22.4% YoY), guarantees and sureties (+21.8% YoY), brokerage activities (+24.6% YoY), currency
exchange (+4.7% YoY) and issue arrangement (+56.3% YoY). Net Credit fees income was relatively stable, as a result of business growth supported by
favourable market and economic developments, diminished by higher agency and credit commision costs. Insurance fees and fees on electronic and
payment services also increased moderately by 4.4% YoY and 3.6% YoY, respectively. Net income from other fees was negative and declined by 6.6%
YoY, mainly due to higher fees on other agency services.
1) Net fee and commission income from lending, factoring and leasing activities which is not amortised to net interest income. This line item includes, among other things, the cost of credit agency.
2) Fees for payments (foreign payments and Western Union transfers), trade finance, services for third party institutions as well as other electronic and telecommunications services.
3) Fees for other agency services, including fees related to accounts and deposits, issue arrangement fees, brokerage fees, fees paid to other banks and other fees.
4) To better reflect the nature of the transactions, the Group in 2025 has changed the presentation of the Cost of agency fees. The data for 2024 have been re-presented for comparison purposes. Previously, the
above costs were presented in the following line items: “Account maintenance and payment transactions”, “Credit agency fees” and “Other”
Management Board Report on Santander Bank Polska Group Performance in 2025
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100
Other income
Structure of non-interest and non-fee income of Santander Bank Polska S.A.
0.0
189.4
212.4
74.9
23.4
-65.3
948.6
262.3
227.4
82.7
11.1
-46.9
+38.5%
YoY
+7.1%
YoY
+10.4%
YoY
-52.6%
YoY
-28.2%
YoY
Net gains on
subordinated entities
Net Trading Income
& Revaluation
Dividend Income Other
Operating Income
Gains on Other
Financial Instruments
Loss on derecognition
of financial
instruments measured
at amortised cost
Components of other income for 2024 vs. 2025
2024 2025
PLN m
The Bank’s other income (non-interest and non-fee income) of PLN 1,485.2m presented in the figure above includes one-off profit of PLN 948.6m from
the sale of Santander Consumer Bank S.A. Excluding the profit from the divestment, the underlying non-interest and non-fee income increased by 23.4%
YoY to PLN 536.6m as a result of changes to the following components:
→ Net trading income and revaluation increased by 38.5% YoY to PLN 262.3m, reflecting a YoY rise of PLN 111.6m in a total gain on trading in debt
and equity financial assets measured at fair value through profit or loss on account of market-making activity and treasury transactions. The above
increase more than offset the decline in a total gain on derivative instruments and interbank FX operations (-PLN 40.3m YoY).
→ Dividend income went up by 7.1% YoY to PLN 227.4m, as a combined effect of higher dividend payments from SPV XX04062025 Sp. z o.o. w
likwidacji (PLN 17.0m in 2025 vs PLN 1.8m in 2024) and Santander TFI S.A. (PLN 56.5m in 2025 vs PLN 46.6m in 2024), and lower dividend income
from Allianz Group companies (PLN 98.1m in 2025 vs PLN 108.6m in 2024).
→ Gain on other financial instruments totalled PLN 11.1m and was down PLN 12.3m YoY due to lower gain (down PLN 13.2m) on hedging and hedged
instruments. Sales of debt investment financial assets measured at fair value through other comprehensive income (mainly treasury bonds)
generated a PLN 0.9m higher gain YoY.
→ Other operating income increased by 10.4% YoY to PLN 82.7m, reflecting high income from debt recovery, partially offset by lower income from
the sale of services and reduced releases of provisions for legal claims and other assets.
→ The Bank incurred a loss of PLN 46.9m on derecognition of financial instruments measured at amortised cost (-PLN 65.3m in 2024), of which -PLN
47.2m was the result of settlements with customers above the level of provisions raised (-PLN 69.2m in 2024).
Management Board Report on Santander Bank Polska Group Performance in 2025
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101
Expected credit loss allowances
Net expected credit loss
allowances on loans and
advances measured at
amortised cost (PLN m)
Stage 1
Stage 2
Stage 3
POCI
Total
Total
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Allowance on loans and
advances to banks
(0.1)
0.1
-
-
-
-
-
-
-0.1
0.1
Allowance on loans and
advances to customers
(12.3)
(30.8)
(233.0)
(336.6)
(364.7)
(360.2)
65.3
106.0
(544.7)
(621.6)
Recoveries of loans
previously written off
-
-
-
-
(3.2)
3.6
-
-
(3.2)
3.6
Allowance on off-balance
sheet credit liabilities
(6.2)
1.7
1.7
12.1
12.4
(33.8)
-
-
7.9
(20.0)
Total
(18.6)
(29.0)
(231.3)
(324.5)
(355.5)
(390.4)
65.3
106.0
(540.1)
(637.9)
Net expected credit loss allowances totalled PLN 540.1m in 2025, down 15.3% YoY. The lower level of allowances results from the modification of the
criteria for identifying a significant increase in credit risk in relation to all credit portfolios of the Bank in 2024, resulting in an increase of PLN 130.8m
in expected credit loss allowances. It is also an effect of a favourable economic environment, which positively affects the condition of the credit
portfolios and revision parameters. Another contributor was the sale of credit receivables of PLN 1,259.4m at a profit before tax of PLN 115.0m.
Staff, general and administrative expenses of Santander Bank Polska S.A.
Total costs of Santander Bank Polska S.A. (PLN m)
2024
2023
Change YoY
Staff, general and administrative expenses, of which:
(3,916.1)
(3,566.7)
9.8%
- Staff expenses
(2,198.8)
(2,037.8)
7.9%
- General and administrative expenses
(1,717.3)
(1,529.0)
12.3%
Depreciation/amortisation
(571.6)
(518.8)
10.2%
- Depreciation of property, plant and equipment and amortisation of intangible
assets
(436.7)
(387.7)
12.6%
- Depreciation of the right-of-use asset
(134.9)
(131.1)
2.9%
Other operating expenses
(107.3)
(121.2)
-11.5%
Total costs
(4,595.0)
(4,206.8)
9.2%
Total operating expenses increased by 9.2% YoY in 2025 to PLN 4,595.0m, mainly on account of staff, general and administrative expenses, and
depreciation/amortisation.
A 7.9% YoY rise in staff expenses to PLN 2,198.8m is an effect of a salary review in relation to market rates (a process conducted at the end of each
year) as well as higher costs of bonuses relative to financial performance. The Bank’s general and administrative expenses increased by 12.3% YoY to
PLN 1,717.3m. Amounts payable to market regulators (BFG, KNF and KDPW) totalled PLN 400.1m, up 46.4% YoY due to a 16.5% higher contribution
to the bank resolution fund (PLN 271.4m) recognised in 2025 and restated contribution to the bank guarantee fund (PLN 83.7m). Excluding the
mandatory contributions to the Bank Guarantee Fund, the Bank’s general and administrative expenses increased by 5.1% YoY, mainly on account of
higher cost of consultancy and advisory services (+78.3% YoY), use of IT systems (+9.4% YoY), third party services (+3.3% YoY) and clearing services
(+8.0% YoY). At the same time, the cost of maintenance of premises went down (-6.3% YoY), as did other taxes and fees (-7.4% YoY) and cost of
marketing and entertainment (-1.7% YoY).
As total operating expenses grew at a similar pace as total income (9.2% vs 10.7% YoY), the Bank’s cost to income ratio was relatively stable at 27.8%
for 2025 (28.2% for 2024).
Management Board Report on Santander Bank Polska Group Performance in 2025
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5. Separate statement of financial position
Assets of Santander Bank Polska S.A. in PLN m
(for analytical purposes)
31.12.2025
31.12.2024
Data
restated
1)
Change YoY
Loans and advances to customers
157,020.1
152,257.4
3.1%
Investment financial assets
78,845.9
65,825.4
19.8%
Cash and cash equivalents
1)
30,504.8
28,722.2
6.2%
Financial assets held for trading and hedging derivatives
17,302.7
10,729.9
61.3%
Reverse sale and repurchase agreements
4,417.4
4,475.4
-1.3%
Property, plant and equipment, right-of-use assets, intangible assets and
goodwill
3,595.9
3,380.0
6.4%
Assets pledged as collateral
2,575.4
1,198.8
114.8%
Loans and advances to banks
2,370.2
4,167.7
-43.1%
Investments in subsidiaries and associates
174.5
2,330.9
-92.5%
Other assets
2)
3,841.0
3,003.2
27.9%
Total
300,647.9
276,090.9
8.9%
Equity and liabilities of Santander Bank Polska S.A. in PLN m
(for analytical purposes)
31.12.2025
31.12.2024
Data
restated
Change YoY
Deposits from customers
230,200.3
215,776.4
6.7%
Financial liabilities held for trading and hedging derivatives
12,556.3
10,526.3
19.3%
Subordinated liabilities and debt securities in issue
11,754.0
9,642.4
21.9%
Sale and repurchase agreements
2,580.6
1,198.4
115.3%
Deposits from banks
1,947.0
3,050.4
-36.2%
Other liabilities
3)
8,280.2
5,669.6
46.0%
Total equity
33,329.5
30,227.4
10.3%
Total
300,647.9
276,090.9
8.9%
As at 31 December 2025, the total assets of Santander Bank Polska S.A. were PLN 300,647.9m, up 8.9% YoY.
Net loans and advances to customers, the key contributor, accounted for 52.2% of the Bank’s assets. They totalled PLN 157,020.1m and increased by
3.1% YoY due to acceleration of credit delivery to personal and business customers.
Investment financial assets, the second largest item, went up by 19.8% YoY in 2025, mainly as a result of the purchase of treasury bonds, EIB bonds and
treasury and NBP bills allocated to the portfolio of debt financial assets measured at amortised cost.
Transactions in treasury bonds, equity instruments and interest rate swaps caused an increase in the financial assets held for trading and hedging
derivatives (+61.3% YoY). It was accompanied by a significant growth in the fair value of securities pledged as collateral in repurchase transactions
(+115.3% YoY).
Cash and cash equivalents increased too (+6.2% YoY), reflecting a higher balance of the current account at NBP. This line item was first time disclosed in
the financial statements of Santander Bank Polska Group as at 31 March 2025 and aggregates assets that were previously disclosed as cash and balances
with central banks as well as assets with original maturity of up to three months that used to be disclosed under loans and advances to banks, debt
investment securities (NBP bills), loans and advances to banks and reverse sale and repurchase agreements. Due to the presentation change, the
comparative periods were restated accordingly too. Detailed information in this respect is provided in the Financial Statements of Santander Bank Polska
S.A. for 2025, section “Presentation of cash and cash equivalents in the statement of financial position” in Note 2.5 “Comparability with the results from
the previous periods” of the statement of financial position.
The balance of loans and advances to banks decreased by 43.1% YoY due to liquidity management, while investments in subsidiaries and associates
declined by PLN 2,156.4m as a result of the sale of Santander Consumer Bank S.A.
Deposits from customers were the largest contributor to liabilities and the main source of funding, accounting for 76.6% of the balance sheet total. They
increased by 6.7% YoY to PLN 230,200.3m due to higher current account and term deposit balances.
1) In line with the guidelines of the IFRS Interpretations Committee and requirements of IAS 7 Statement of Cash Flows and IAS 1 Presentation of Financial Statements, since 31 March 2025 Santander Bank
Polska S.A. has presented the category of cash and cash equivalents, which – apart from cash and balances with central banks – includes financial assets with original maturity of up to three months. The
change in the accounting principles made it necessary to restate the comparative data.
2) Other assets include the following items of the full statement of financial position: current income tax assets; deferred tax assets; property, plant and equipment classified as held for sale, and other assets.
3) Other liabilities include leasing liabilities, current income tax liabilities, provisions for financial and guarantee liabilities, other provisions and other liabilities.
Management Board Report on Santander Bank Polska Group Performance in 2025
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103
As part of ongoing liquidity management, the level of financial assets held for trading and hedging derivatives increased significantly (+19.3% YoY),
supported by transactions in interest rate derivatives.
Subordinated liabilities and debt securities in issue grew by 21.9% YoY, reflecting the Bank’s activity in the debt securities market. In 2025, the Bank
made four issues of own bonds totalling PLN 5,816.5m and redeemed PLN 3,174.0m worth of debt securities. The Bank’s issues are discussed in detail
in Part 2 of “Consolidated statement of financial position”, Section “Consolidated equity and liabilities”.
Loans and advances to customers and deposits from customers
Gross loans and advances to customers of Santander Bank Polska S.A. (PLN m)
31.12.2025
31.12.2024
Change YoY
Loans and advances to enterprises and the public sector
81,171.3
80,171.8
1.2%
Loans and advances to individuals
79,450.3
75,754.7
4.9%
Other
52.6
61.5
-14.5%
Total
160,674.2
155,988.0
3.0%
Gross loans and advances to customers totalled PLN 160,674.2m and were up 3.0% YoY as a combined effect of:
→ a 1.2% YoY increase in loans and advances to enterprises and the public sector to PLN 81,171.3m, largely on account of investment loans in the
Business and Corporate Banking (BCB) segment;
→ a 4.9% YoY rise in loans and advances to individuals to PLN 79,450.3m, reflecting higher sales of cash loans and revived demand for mortgage loans.
As a result, the cash loan portfolio grew by 7.1% YoY to PLN 18,012.0m and the home loan portfolio increased by 4.0% YoY to PLN 56,716.4m
The NPL ratio was 3.3% as at 31 December 2025 (3.6% as at the end of 2024), while the ratio of net expected credit loss allowances to average gross
loans and advances measured at amortised cost was 0.35% (0.43% the year before).
The provision coverage ratio for non-performing loans was 47.6% as at 31 December 2025 vs 47.2% as at 31 December 2024.
As at 31 December 2025, the total adjustment to the gross carrying amount and provisions for legal risk and legal provisions (for legal claims and a
collective portion) in the portfolio of CHF currency loans accounted for 177.2% of the gross value of the active part of that portfolio (before adjustment
to the gross carrying amount in line with IFRS 9) vs 129.4% as at 31 December 2024.
Deposits from customers of Santander Bank Polska S.A. (PLN m)
31.12.2025
31.12.2024
Change YoY
Deposits from individuals
123,689.3
117,707.7
5.1%
Deposits from enterprises and the public sector
106,511.0
98,068.7
8.6%
Total
230,200.3
215,776.4
6.7%
Deposits from customers went up by 6.7% YoY to PLN 230,200.3m, reflecting a 5.1% YoY increase in personal deposits and an 8.6% YoY rise in deposits
from enterprises and the public sector.
The main contributors to the overall growth in deposits from customers were current account balances of individuals, business entities and the public
sector (+PLN 11,587.1m), including savings account balances (+PLN 2,632.1m). Term deposit balances of business customers grew by PLN 2,665.8m and
more than offset outflows of term deposits from individuals and public sector entities.
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6. Selected ratios of Santander Bank Polska S.A
Selected financial ratios of Santander Bank Polska S.A.
2025
2024
Cost/Income
27.8%
28.2%
Net interest income/Total income
74.7%
80.0%
Net interest margin
1)
4.8%
5.0%
Net fee and commission income/Total income
16.3%
17.1%
Net loans and advances to customers/Deposits from customers
68.2%
70.6%
NPL ratio
2)
3.3%
3.6%
NPL provision coverage ratio
3)
47.6%
47.2%
Cost of credit risk
4)
0.35%
0.43%
ROE
5)
26.6%
22.2%
ROTE
6)
30.0%
25.2%
ROA
7)
2.3%
2.0%
Total capital ratio
8)
21.45%
20.15%
Tier 1 capital ratio
9)
20.87%
19.14%
Book value per share (PLN)
347.45
295.80
Earnings per ordinary share (PLN)
10)
65.65
50.86
The approach to calculation of the financial ratios of Santander Bank Polska S.A. presented and numbered in the above table is provided under the corresponding table with ratios of Santander Bank Polska Group numbered
in the same way.
7. Additional financial information about Santander Bank Polska S.A. and
Santander Bank Polska Group
Transactions with related parties
Intercompany transactions with subsidiaries and associates
Transactions between Santander Bank Polska S.A. and its related parties are banking operations carried out on an arm’s length basis as part of their
ordinary business and mainly involve loans, bank accounts, deposits, guarantees and leases.
As at 31 December 2025, the Bank’s total exposure in respect of loans granted to non-banking subsidiaries (including Santander Factoring Sp. z o.o. and
Santander Leasing S.A.) was PLN 18,370.1m vs PLN 19,676.6m as at 31 December 2024.
The deposits held with the Bank by its subsidiaries (including Santander Finanse Sp. z o.o., SPV XX04062025 Sp. z o.o. w likwidacji, Santander TFI S.A.,
Santander Factoring Sp. z o.o., Santander Leasing S.A., Santander F24 S.A.) totalled PLN 453.5m vs PLN 692.6m (including SCB Group) as at 31 December
2024. Liabilities towards associates were PLN 29.2m vs PLN 61.4m as at 31 December 2024.
Contingent liabilities were PLN 7,555.6m as at 31 December 2025 (PLN 5,984.9m as at 31 December 2024). Guarantees to subsidiaries totalled
PLN 6,534.0m (PLN 4,488.3m as at 31 December 2024).
The above transactions were eliminated from the consolidated financial statements.
Intercompany transactions with the parent entity
The Bank’s receivables from the parent entity (Banco Santander S.A.) were PLN 1,151.6m (PLN 6,680.4m as at 31 December 2024), while liabilities were
PLN 919m (PLN 1,940m as at 31 December 2024).
For more information about related party transactions, see Note 52 to the Consolidated Financial Statements of Santander Bank Polska Group for 2025
and in Note 49 to the Separate Financial Statements of Santander Bank Polska S.A. for 2025.
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Changes in the equity investment portfolio
Selected investments in the investment financial asset portfolio
As at 31 December 2025 and 31 December 2024, Santander Bank Polska Group owned at least 5% of share capital or voting power in the following
companies:
No.
Company
% in share capital
% in total votes
at GM
% in share capital
% in total votes
at GM
31.12.2025
31.12.2024
1.
Polski Standard Płatności S.A.
14.29%
14.29%
14.29%
14.29%
2.
Krajowa Izba Rozliczeniowa S.A.
14.23%
14.23%
14.23%
14.23%
3.
System Ochrony Banków Komercyjnych S.A.
12.91%
12.91%
12.91%
12.91%
4.
Biuro Informacji Kredytowej S.A.
7.72%
9.22%
7.72%
9.22%
According to the equity portfolio management strategy of Santander Bank Polska Group, investments not connected with the Bank’s core business are
limited.
Off-balance sheet items
Guarantees and derivatives
The tables below present contingent liabilities and nominal values of derivative transactions of Santander Bank Polska Group.
Contingent liabilities (granted) (PLN m)
31.12.2025
31.12.2024
Financial:
55,368.1
46,005.5
- credit lines
51,154.9
41,533.2
- credit cards
3,659.5
3,768.7
- import letters of credit
553.0
689.7
- term deposits with future start date
0.7
13.9
Guarantees
16,404.1
18,001.6
Provision for off-balance sheet liabilities
(79.3)
(93.9)
Total
71,692.9
63,913.2
Contingent liabilities (received) (PLN m)
31.12.2025
31.12.2024
Financial
7.6
189.8
Guarantees
89,361.7
58,191.6
Total
89,369.3
58,381.4
Nominal values of derivatives (PLN m)
31.12.2025
31.12.2024
Forward transactions (hedging)
62,065.2
65,210.3
Forward transactions (trading)
1,756,510.3
1,625,771.9
Spot transactions
2,910.2
2,836.4
Transactions in equity instruments
313.5
123.2
Total
1,821,799.2
1,693,941.8
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Description of guarantees issued
Santander Bank Polska S.A. issues guarantees to secure obligations arising from customers’ operating activities. These are: payment guarantees,
performance bonds, warranty guarantees, bid bonds, loan repayment guarantees and customs guarantees. In justified cases, the Bank issues counter-
guarantees and standby letters of credit.
All guarantees are granted in accordance with the Polish Banking Law and the Polish Civil Code. Guarantees issued by the Bank to secure cross-border
transactions may be subject to applicable rules as agreed by the parties (e.g. Uniform Rules for Demand Guarantees) or to foreign law if a guarantee is
governed by such law.
The process and information required in the case of guarantees are similar to the lending process. The Bank adopts the same approach to credit risk here
as in the case of balance sheet exposures.
Pending court proceedings
The table below presents the amounts disputed in pending court proceedings with regard to claims made by or against the Bank and its subsidiaries as
at 31 December 2025 and 31 December 2024.
Court proceedings with Santander Bank Polska Group as a party (PLN m)
31.12.2025
31.12.2024
Value of claims in lawsuits filed by the Group
3,972.8
3,284.0
Value of claims in lawsuits filed against the Group
6,016.4
8,406.9
Receivables of the Group in arrangement or bankruptcy cases
105.0
110.1
Value of claims in all pending court proceedings
10,094.2
11,801.0
Value of claims in completed proceedings
1,823.6
848.5
As at the end of 2025, there were 3,474 cases against Santander Bank Polska Group (3,804 as at 31 December 2024) with a high value of claim (equal to
or above PLN 500k). The total amount of provisions recognised in accordance with IAS 37 and the adjustment to gross carrying amount under IFRS 9
related to such legal claims was PLN 1,742.5m (PLN 1,871.1m as at 31 December 2024).
13,312 lawsuits were filed against the Group over loans indexed to or denominated in a foreign currency, with the disputed amount totalling PLN
5,468.2m (21,537 lawsuits with the disputed amount of PLN 7,730.9m as at 31 December 2024 including SCB Group). Loans repaid as at the lawsuit date
accounted for 23% of all lawsuits. This included one class action filed under the Class Action Act in respect of 197 CHF-indexed loans, with the disputed
amount of PLN 51.0m.
There were also 2,967 pending lawsuits against the Group over a free credit sanction, with the disputed amount totalling PLN 85.9m. The lawsuits are
brought by customers or entities that have purchased customers’ debt and concern the compliance of consumer cash loan agreements with the Consumer
Credit Act.
For more information on legal claims in respect of foreign currency mortgage loans, see Note 47 “Legal risk connected with CHF mortgage loans” and
Note 49 “Contingent liabilities” to the Consolidated Financial Statements of Santander Bank Polska Group for 2025.
Collateral
As at 31 December 2025, the value of collateral established on borrowers’ accounts, assets and leased assets in favour of Santander Bank Polska Group
(excluding Santander Consumer Bank Group) was 133,664.4m, including PLN 117,692.6m in relation to Santander Bank Polska S.A. (PLN 129,277.6m as
at 31 December 2024, including PLN 114,255.9m in relation to the Bank).
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8. Factors which may affect the financial results in the next year
The following external factors may significantly affect the financial results and the operations of the Capital Group Santander Bank Polska S.A. in the next
year:
→ Economic policy of the new US administration, including policies on tariffs, migration and deregulation.
→ The scale and pace of any further interest‑rate cuts by major central banks.
→ Persisting uncertainty about the economic outlook, which continues to hinder recovery in the euro area and therefore keeps external demand for
Polish goods and services relatively weak.
→ International tensions, including those between the US, Europe and China, generating economic and financial‑market frictions.
→ The war between Russia and Ukraine, the impact of sanctions and restrictions on international trade; potential intensification of migration flows in
the event of an end to military operations; possible disruptions to energy‑commodity supplies; increased defence spending in Poland.
→ Potential escalation of the conflict in the Middle East, with possible implications for global oil and gas prices and global risk appetite.
→ The future path of inflation in Poland, influencing market pricing of further NBP interest‑rate moves.
→ Further MPC decisions on interest rates.
→ Foreign‑currency mortgages: banks’ decisions regarding settlements with clients and the further course of court proceedings.
→ Potential new government programmes aimed at supporting housing affordability.
→ Possible changes in tax regulations intended to increase budget revenues, affecting banking‑sector performance and the sentiment of consumers
and businesses.
→ Changes in credit‑risk pricing on financial markets, including those stemming from shifts in geopolitical‑risk assessments.
→ Movements in government‑bond yields, driven by expectations regarding monetary and fiscal policy.
→ Changes in credit demand in response to interest‑rate developments, the ongoing conflict in Ukraine and any further increases in housing prices.
→ Changes in the financial situation of households, driven by labour‑market trends and received benefits.
→ Shifts in client decisions regarding savings allocation, influenced by expected returns across asset classes and changing attitudes towards saving
versus higher spending.
→ Further developments in global equity markets and their impact on demand for investment‑fund units and equities.
→ The extent of utilisation of current EU‑budget funds and the Recovery and Resilience Facility.
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XI. Risk and capital management
1. Key risk management principles and structure in the Bank
and in Santander Bank Polska Group
Key risk management principles
In their day-to-day activities, the Bank and other members of Santander Bank Polska Group are exposed to various risks which adversely affect the
delivery of strategic priorities of the organisation. The main types of risks are: credit risk (including concentration risk), market risk (in the banking book
and in the trading book), liquidity risk, operational risk, compliance risk and reputational risk.
Risk management allows Santander Bank Polska S.A. and its Group to conduct effective and safe operations that enable profit generation and business
development within approved risk parameters. The Bank follows a range of external standards and requirements in this respect which are binding on
financial institutions. It also relies on best practice and standards developed by Santander Group.
The Bank and Santander Bank Polska Group have defined their risk profile which corresponds to the general risk appetite established by the Group. It is
expressed as quantitative limits and reflected in the Risk Appetite Statement adopted by the Management Board and approved by the Supervisory Board.
The limits are set using stress tests and scenario analyses. They ensure stability of the Bank’s and the Group’s position even if special situations occur.
Global limits are used to set watch limits and define risk management policies.
The integrated risk management structure includes relevant committees which have been set up to decide on identification of individual risks and internal
risk management standards and policies, and to monitor the risk level.
The Bank has also established a relevant organisational structure to mitigate risk at three independent and complementary levels (lines of defence), i.e.:
→ organisational units which generate risk and are required to comply with the rules ensuring high quality and correctness of their performance;
→ units responsible for identification, measurement, monitoring and mitigation of risks in a way that ensures independence of risk control functions
from risk-taking units;
→ the internal audit function, whose tasks involve assessment of the management system of the Bank and its subsidiaries, including the
effectiveness of managing the risk related to the Bank’s business and the business of its subsidiaries.
Risk management structure
The Bank’s Supervisory Board, supported by the Audit and Compliance Committee of the Supervisory Board and the Risk Committee, is responsible for
ongoing supervision of the risk management system in Santander Bank Polska S.A. The Supervisory Board approves the strategy, key risk management
policies and risk appetite, and monitors the use of internal limits from the perspective of current business strategy and the macroeconomic environment.
It reviews the key risk areas, the identification of threats and the process of defining and monitoring remedial actions. The Supervisory Board also assesses
the effectiveness of risk management measures taken by the Management Board.
The Bank’s Management Board is responsible for implementing an effective risk management system that complies with the regulatory requirements
and internal regulations. Specifically, the Bank’s role in this regard is to set up an organisational structure tailored to the size and profile of the risks taken,
to segregate responsibilities in order that risk assessment and control functions remain independent of operational functions, to introduce and update a
risk management strategy and ensure an adequate information policy.
The Management Board fulfils its risk management role through the following two committees:
→ The Risk Management Committee, which approves the key decisions taken by the main lower-level risk committees (mainly credit decisions),
annual limits for securities trading and ALM transactions and an annual plan of risk assessment models.
→ The Risk Control Committee, which monitors the risk level across different areas of the Bank’s operations and supervises the activities of
lower-level risk management committees set up by the Management Board.
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> Governance structure for risk supervision and management
The Risk Control Committee supervises the following committees responsible for risk management in the Group:
→ Credit Risk Committee
→ Credit Policy Forum for Retail Credit Portfolios
→ Credit Policy Forum for SME Credit Portfolios
→ Credit Policy Forum for Business and Corporate Credit Portfolios
→ Credit Committee
→ Provisions Committee
→ Restructuring Committee
→ Market and Investment Risk Committee
→ Model Risk Management Committee
→ Information Management Committee
→ Operational Risk Management Committee (ORMCO)
→ Assets and Liabilities Management Committee (ALCO)
→ Liquidity Forum
ESG Committee
Compliance Committee
Disclosure Committee
Local Marketing and Monitoring Committee
Suppliers Panel
Model Risk Management Committee
Capital Committee
Liquidity Forum
ALCO
Operational Risk Management Committee
Information Management Committee
Restructuring Committee
Provisions Committee
Credit Committee
Market and Investment Risk Committee
Credit Policy Forum for Business and Corporate
Credit Portfolios
Credit Policy Forum for SME Credit Portfolios
Risk Committee
Risk Management
Committee
Supervisory Board
of Santander Bank Polska
S.A.
Management Board
of Santander Bank Polska
S.A.
Risk Control Committee
Internal Audit Area
Audit and Compliance
Committee
Credit Risk Committee
Credit Policy Forum for Retail Credit Portfolios
ESG Panel
Gold Committee
Silver Committee
Bronze Group
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→ Capital Committee
→ Disclosure Committee
→ Local Marketing and Monitoring Committee
→ Compliance Committee
→ Suppliers Panel
→ ESG Committee
→ ESG Panel
The Bank has dedicated bodies which are convened in crisis situations:
→ Gold Committee
→ Silver Committee
→ Bronze Group
These committees, acting within their respective remits defined by the Management Board, are directly responsible for developing risk management
methods and monitoring risk levels in specific areas. Through these committees, the Bank also supervises the risk attached to the operations of its
subsidiaries.
The subsidiaries implement risk management policies and procedures that reflect the approach adopted by Santander Bank Polska S.A., which ensures
the consistency of risk management processes across the Group.
2. Risk management priorities in 2025
Geopolitical and macroeconomic situation
Due to the ongoing armed conflicts (the war in Ukraine and the war in the Middle East), the importance of geopolitical risk in risk management
processes is still high. The Group identifies this risk both in its operations and in relation to its credit portfolio and financial assets. It is based on the
definition and assessment of material risks that may arise due to the geopolitical and macroeconomic situation and threaten the delivery of business
plans of Santander Bank Polska S.A.
To maintain business continuity, the Group closely monitors external developments and their impact on its operations. The monitoring covers, among
other things, the key threats related to the above armed conflicts to ensure that the Group appropriately adjusts its control mechanisms to possible
future developments and is prepared to minimise the impact of emerging risks. First and second line of defence units are involved in this process and
key information is provided to senior management.
As in the previous years, in 2025 the Group monitored its credit portfolio in terms of impact of the macroeconomic situation on individual economic
segments and sectors, in order to take prompt and adequate response and align the credit policy parameters accordingly. Particular focus was placed
on the assessment of impact of such factors as inflation, interest rates, exchange rates, export growth as well as gas and energy prices on the quality of
credit portfolios based on stress tests and sensitivity analysis. The Group also continued to monitor the factors directly related to the geopolitical
situation, such as sanctions and restriction of operations of business customers on the territory of armed conflicts. In addition, the Group kept track of
the planned legislative changes that might significantly affect the situation in individual sectors to take appropriate and proactive measures in relation
to the credit portfolio.
As part of regular reviews of ECL parameter models, the Group takes into account the latest macroeconomic projections and uses in-house predictive
models based on historical observations of relationships between those variables and risk parameters. ECL parameters were updated in Q4 2025 to
account for the impact of the geopolitical environment on the current economic situation and macroeconomic projections.
Furthermore, as part of ongoing monitoring, the Group assessed the impact of the geopolitical factors on borrowers through individual reviews,
analysis of macroeconomic indicators, monitoring of behavioural models (including transactional patterns), analysis of trends in individual economic
sectors and comprehensive management information.
Cybersecurity
Given the ever-increasing digitalisation of financial services, cybersecurity remains one of the Bank’s top priorities and a key factor in ensuring operational
stability, business continuity and stakeholders’ trust.
The geopolitical situation in 2025 increased the exposure to cyber threats. Poland is one of the most targeted countries in Europe, particularly in terms
of aggressive attacks sponsored by foreign governments.
That is why threats and their potential consequences were analysed on an ongoing basis.
According to the 2025 threat landscape, phishing remained the dominant attack vector, ranging from classic email phishing schemes to smishing, vishing
and related malspam campaigns. Cyber attacks are increasingly often based on personalised AI-powered social engineering schemes. AI has lowered the
barriers for cybercrime, increasing the scale, effectiveness and reliability of attacks and paving the way for development of traditional attacks.
In 2025, information space was also closely monitored for any disinformation campaigns aimed at undermining the confidence in the Bank’s stability.
Appropriate remedial measures were taken where justified.
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Educational initiatives were run to build employees’ and customers’ awareness of present threats, their identification and reporting. Concurrently,
security warnings were issued with regard to new fraud schemes and attack vectors.
As the complexity of the supplier ecosystem remains a major risk factor, the Bank focused on the security of third party services, particularly in light of
recurring high-profile attacks on supply chains.
Due to persistence of traditional threats, including DDoS (distributed denial of service) attacks, application attacks exploiting software vulnerabilities,
and malware (including ransomware and malware targeting mobile systems), the Bank ensured that it had adequate capacity to counteract these threats
and strengthened the selected areas.
The Bank’s approach to cybersecurity is based on continuous and structured control, compliance management and risk management. Tests, scenario
analyses and audits are conducted to confirm the adequacy of solutions and the maturity of processes.
ESG risks
In 2025, the ESG risk management agenda focused on implementing EBA’s Guidelines on the management of environmental, social and governance
(ESG) risks and on responding to emerging transition and physical risks, particularly in the context of the Polish energy sector and flood risk.
The Group assesses climate risks (physical and transition ones) connected with individual sectors and properties using a methodology that allows it to
analyse the materiality of such risks in relation to the entire credit portfolio. In 2025, the scope of the methodology was extended to include nature risk.
The list of analysed business sectors was expanded as required by the EBA. Apart from credit risk, the materiality analysis covers other significant risks
into which ESG risks transmit. The relevant reports are submitted to risk management committees of the Bank’s Management Board and Supervisory
Board.
In 2025, a new ESCC risk assessment process was implemented for the largest exposures in the business and corporate segment. Based on the sector
risk assessment, general information about environmental risk and information from the customer, the customer is classified to a relevant ESCC risk
category. The above process, together with the process related to corporate and investment banking customers and the assessment of environmental
and social risks of financed projects, is part of the system for assessing ESG risks of individually significant exposures.
The Bank has prepared the first version of the Transition Plan which covers an in-depth analysis of ESG risks together with reference to decarbonisation
paths and – insofar as necessary – defines an action plan for the mitigation of detected risks. The strategic decarbonisation goals will be set in the next
step.
In 2025, tighter regulations were introduced with respect to the minimum scope of insurance cover and the financing of properties located in areas
exposed to a high risk of flooding. This made the mortgage loan portfolio more resilient to climate risks.
The Bank regularly analyses developments in the Polish energy sector to assess their impact on credit exposures now and in the future. As the systemic
transformation takes longer than expected (particularly in terms of the upgrade of transmission grids and adaptation of the system to RES), the related
projects are exposed to additional risks that threaten their profitability. The Bank closely analyses such risks and responds accordingly.
A range of initiatives were undertaken to raise the awareness of ESG risks, including workshops and training for employees on greenwashing risk and
transition plans, as well as training for members of the Bank’s Management and Supervisory Boards and key management personnel.
Legal risk connected with foreign currency mortgage loans
As there was no uniform ruling practice at the time these financial statements were prepared, the Group estimated legal risk associated with the portfolio
of loans indexed to and denominated in a foreign currency using a model considering different observed court judgments (in the form of adjustment to
the gross carrying amount for active exposures or provisions for inactive exposures). The model might be affected by subsequent CJEU rulings on
questions referred by the Polish courts, the stance of the Supreme Court and the ruling practice of national courts. The Group is monitoring court decisions
regarding foreign currency loans in terms of changes in the ruling practice. Other factors which might impact the model include potential intervention of
legislators to restore the balance between the parties following the removal of unfair clauses (to protect legal relationships from mass annulment of
mortgage loan agreements) or introduction of sector-wide solutions for mass and amicable resolution of disputes with borrowers. Work is underway on
a bill aimed at, among other things, streamlining court proceedings related to mortgage loans denominated in and indexed to CHF, and implementing
solutions to encourage amicable dispute resolution and facilitate settlements of parties’ claims arising from the annulment of the agreement as part of
one court case.
In view of the above, the Group identified the risk that in the case of lawsuits which had already been filed or were predicted to be filed based on applicable
models, the scheduled cash flows from the portfolio of mortgage loans denominated in and indexed to foreign currencies might not be fully recoverable
and/or that a liability might arise, resulting in a future cash outflow. The Group recognises the impact of legal risk associated with foreign currency
mortgage loans in line with the requirements arising from: IFRS 9 Financial Instruments (in the case of active loans) and IAS 37 Provisions, Contingent
Liabilities and Contingent Assets (in the case of loans repaid in full or if the gross carrying amount of an active loan is lower than the value of risk).
As at 31 December 2025, the Group had a portfolio of 10.7 k CHF-denominated and CHF-indexed loans of PLN 2.4bn gross (PLN 4.8bn as at 31 December
2024) before adjustment to the gross carrying amount at PLN 2.4 bn (PLN 4.4bn as at 31 December 2024), reducing contractual cash flows in respect of
legal risk. The Group also had PLN loans which used to be denominated in or indexed to CHF. Their total gross amount was PLN 0.3 bn (PLN 0.4bn as at
31 December 2024) before adjustment to the gross carrying amount at PLN 0.2bn, reducing contractual cash flows in respect of legal risk. There were
34.6 k repaid CHF-denominated or CHF-indexed loans exposed to legal risk, and the disbursed amount totalled PLN 4.3 bn.
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As at 31 December 2025, the total impact of legal risk connected with foreign currency mortgage loans recognised in the consolidated statement of
financial position was PLN 4.8 bn vs PLN 6.6 bn as at 31 December 2024 (incl. SCB Group). In 2025 the total cost recognised in this respect in the income
statement was PLN 1.6 bn vs. PLN 2.3 bn in 2024 (3,1bn in 2024 with SCB Group included).
For more information about legal risk associated with foreign currency mortgage loans, see Note 47 “Legal risk connected with CHF mortgage loans” to
the Consolidated Financial Statements of Santander Bank Polska Group for 2025.
Interest Rate Benchmark reform in Poland
A project is underway at Santander Bank Polska S.A. to introduce products based on POLSTR to the Bank’s offer in 2026. The work is carried out in line
with the decisions and recommendations of the Steering Committee of the National Working Group for the benchmark reform in Poland and assumptions
of the Roadmap for replacing WIBOR and WIBID. The final conversion of the legacy portfolio is to take place at the end of 2027.
The project is conducted by a wide group of experts representing key business lines of the Bank. It is supervised by the Steering Committee composed of
the Management Board members and senior managers. As part of the project, the Bank coordinates the corresponding preparations at the subsidiaries.
3. Material risk factors expected in the future
GDP growth projections for 2026 are optimistic (3.5%–4%). The economic growth is expected to be driven by the balance between the position of
consumers (with their increasing purchasing and saving power) and businesses (with their investments expected to further rise). Potential threats are
related to geopolitical risks and their possible negative impact on the Polish economy.
As a result, the demand for corporate credit is expected to remain stable or even increase, while portfolio quality is expected to stay high. Construction
remains a high risk sector, as strong demand may be difficult to meet at current cost of labour and prices of raw materials, which may affect the
profitability of contracts.
Cyber risk and risk related to modern digital technology have been the top concerns for many years. This relates both to human behaviour and technology.
The following threats still prevail: the loss or theft of sensitive data, disruption of key services, attacks against customer assets and fraudulent
transactions. They result from the dynamic growth of modern IT technologies and digital transformation.
There is still a considerable risk of ransomware attacks, DDoS attacks or use of social engineering. As expected, supply chain attacks, mobile malware
attacks, cyber spying and attacks involving artificial intelligence are a growing threat to cybersecurity. Other challenges include supplier risk
management, cloud computing and shadow IT.
Due to the geopolitical situation connected with the war in Ukraine, the Group will still focus closely on the risk of targeted attacks made by
well-structured, disciplined and sophisticated hacker groups.
The Group will continue to build, test and improve digital operational resilience ensuring the continuity and high quality of services in accordance with
the Digital Operational Resilience Act (DORA).
4. Credit risk management
Credit risk
Credit risk is defined as the possibility of suffering a loss if the borrower fails to meet their credit obligation, including payment of interest and fees. It
results in the impairment of credit assets and contingent liabilities as a consequence of the borrower’s worsening credit quality. Credit risk measurement
is based on the estimation of credit risk weighted assets, with the relevant risk weights representing both the probability of default and the potential loss
given default of the borrower.
Credit risk in the Bank and the Group arises mainly from lending activities on the retail, corporate and interbank markets. This risk is managed as part of
the policy approved by the Management Board on the basis of the applicable credit procedures and discretionary limits. The internal system of credit
grading and monitoring used by the Bank and the Group enables early identification of potential defaults that might impair the loan book. Additionally,
the Bank and the Group use credit risk mitigation tools: collateral (financial and non-financial) and specific credit provisions and clauses (covenants).
Credit risk management in the Bank and the Group involves measures taken as a result of the ongoing analysis of the macroeconomic environment and
internal reviews of particular credit portfolios. These advanced credit risk assessment tools allow quick remedial actions to be taken in response to signs
of any change in the portfolio’s quality or structure.
Credit policy
The credit policy adopted by the Bank and the Group is a set of principles and guidelines included in credit policies and procedures which are reviewed on
a regular basis. Internal limits are crucial components of the credit policy because they facilitate the monitoring of exposure concentration within
individual sectors, geographical regions and foreign currencies. Pursuant to the policy in place, the Bank and Santander Bank Polska Group ensure
adequate diversification of the credit portfolio in terms of exposure towards individual customers/groups of connected customers, and sectors.
Management Board Report on Santander Bank Polska Group Performance in 2025
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113
The Bank’s credit policy is defined by the Credit Risk Committee for the consolidated portfolio and cross-segment cases, and by three Credit Policy Forums
for individual portfolios (personal customers, SMEs and corporate customers). Higher-level policies are approved by the Bank’s Management Board. The
above-mentioned committees, together with the Risk Control Committee (at the Management Board level) and the Risk Committee, also monitor the
Bank’s and the Group’s credit portfolios based on regular management reports. In 2025, the Bank and the Group continued to pursue the existing credit
risk management policy, keeping credit risk at a safe level while ensuring high profitability of loan portfolios, growth of business volumes and an increase
in market share.
The lending activity of subsidiaries is modelled on the Bank’s credit policies. In the decision making process, the Bank and Santander Bank Polska Group
follow a consistent approach to credit risk and use the same IT platform to assign rating/scoring. The subsidiaries have credit risk management procedures
in place which are consistent with the regulations applied by the Bank.
Credit risk management proces
Key elements of the credit risk management process in the Bank and in Santander Bank Polska Group
Credit decision making
process
The credit decision making process is based on individual credit discretions vested in credit officers, commensurate with
their knowledge and experience relating to particular activities and specific needs of respective segments (branch
banking, SME banking, business banking and corporate banking).
Large credit exposures in excess of PLN 50m are referred to the Credit Committee composed of senior managers.
Transactions above stated thresholds (from PLN 85m to PLN 460m, depending on the type and period of financing and
the customer’s rating) are additionally signed off by the Management Board’s Risk Management Committee.
Credit grading
Credit risk assessment tools are regularly developed and adapted to the KNF’s guidelines, International Accounting
Standards/ International Financial Reporting Standards and best market practice.
Rating models are used in relation to the majority of credit portfolios, including corporate customers, SMEs, home loans,
property loans, cash loans, credit cards and personal overdrafts.
The Group periodically monitors credit grading. For all portfolios, credit grade is automatically verified based on the
number of days past due. Additionally, for the majority of portfolios, the automated process also includes an analysis of
behavioural factors.
Credit reviews
The Group performs regular reviews to determine the actual quality of the credit portfolio, confirm that appropriate
credit grading and provisioning processes are in place and verify compliance with the procedures and credit decisions.
The reviews are conducted by specialised units that are independent of credit risk-taking units.
Security
The Collateral and Credit Agreements Centre is a central unit responsible for ensuring that any security items at
Santander Bank Polska Group are duly established and held effective in line with the lending policy for respective
business segments, and that they are properly monitored and released. The Department also provides assistance to
credit units in credit decision making and development of credit policies, collects data on security covers and ensures
appropriate management information. It also handles property valuations at the Bank.
Data about collateral are registered both in ICBS and in the Central Collateral Database (CCD) whose business owner is
the Collateral and Credit Agreements Centre.
Credit risk stress
testing
Stress tests are used to evaluate potential effects of specific events, movements in financial and macroeconomic ratios
or changes in the risk profile on the condition of the Group. As part of these tests, potential changes in credit portfolio
quality under adverse conditions are assessed. The process also provides management information about the adequacy
of the agreed limits and internal capital allocation.
Forbearance
As part of proactive management of credit risk and credit portfolio quality, Santander Bank Polska Group takes measures
aimed at early implementation of debt restructuring (forbearance solutions) with respect to customers in financial
difficulty. The purpose of debt restructuring is to better match repayment terms with the current and projected financial
standing of the customer, minimise default risk and/or maximise recovery.
Management Board Report on Santander Bank Polska Group Performance in 2025
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114
Recommendation R
Santander Bank Polska Group applies rules for classification of credit exposures, estimation and recognition of expected credit losses and management
of credit risk as required by Recommendation R of the Polish Financial Supervision Authority (KNF). In particular:
→ Credit exposures are classified as follows:
→ Where the Bank has balance sheet exposures to the borrower which are more than 90 days past due and which exceed 20% of all
balance sheet exposures to that borrower, all balance sheet and off-balance sheet exposures to that borrower are considered
non-performing.
→ Where an exposure is more than 90 days past due but the materiality threshold for past due credit obligations is not met, the
exposure is classified to Stage 2.
→ POCI exposures are identified based on all customer’s exposures.
→ If the Bank learns about the submission of a request for any restructuring proceedings as defined by the Restructuring Law Act, the
Bank may classify the case to the non-performing loan portfolio.
→ The Bank has parameter models for the calculation of expected credit losses (ECLs) as well as their validation and monitoring processes:
→ Before the ECL parameter models are first used, the implementation process is validated.
→ The Audit Committee is notified of any significant changes that are planned to be introduced.
→ Backtesting results are reported with the required frequency.
→ The credit risk management and supervision process comprises the following elements:
→ The Management Board and the Supervisory Board approve the regulations concerning the calculation of ECL allowances and
regularly monitor results of that process.
→ The member of the Bank’s Management Board in charge of risk management approves the level of ECL allowances.
→ The Bank analysed and adjusted a range of internal regulations.
→ Collateral for the selected credit exposures is monitored more frequently.
→ The definition of a gross carrying amount applied by the Bank includes all interest on a credit exposure accrued in accordance with
the loan agreement.
Management Board Report on Santander Bank Polska Group Performance in 2025
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115
> Homogeneous exposure portfolio – receivables from retail customers at amortised cost as at 31 December 2025 and 31 December 2024
(PLN k)
31.12.2025 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
939,902
53,103
44%
417,473
from 13 to 24 months
419,454
29,051
52%
224,812
from 25 to 36 months
248,179
7,507
53%
137,234
from 37 to 48 months
125,455
3,205
55%
73,014
from 49 to 60 months
68,023
1,880
71%
49,416
from 61 to 84 months
69,283
1,147
88%
63,282
above 84 months
70,162
1,172
100%
72,916
POCI
up to 12 months
34,508
6,528
39%
13,779
from 13 to 24 months
22,239
4,909
56%
13,083
from 25 to 36 months
12,010
2,217
73%
9,141
from 37 to 48 months
10,158
1,184
86%
8,975
from 49 to 60 months
4,838
339
83%
4,118
from 61 to 84 months
3,239
107
88%
2,969
above 84 months
36,712
343
100%
38,800
31.12.2025
PD scale at
recognition
date
Initial gross
balance sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation and
use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to 7<0.15%
909,510
2,354,209
1,176,052
0%
182,936
18%
6
168
from 0.15% to <0.25%
1,491,232
157,076
1,456,500
0%
64,443
38%
5
1,349
from 0.25% to <0.50%
649,141
1,396,982
900,475
0%
197,582
26%
1
585
from 0.50% to <0.75%
757,164
15
714,497
1%
104,106
32%
3
1,563
from 0.75% to <2.50%
9,512,583
478,625
9,311,885
1%
434,123
41%
5
39,917
from 2.50% to <10.0%
2,955,568
55,362
2,864,009
3%
210,388
44%
5
40,791
from 10.0% to <45.0%
361,443
10,982
353,583
7%
83,518
43%
3
11,661
from 45.0% to <100.0%
3,451
0
3,340
14%
109
47%
6
237
Stage 2
from 0.00% to <0.15%
202,831
27,577
241,098
6%
61,727
23%
5
1,380
from 0.15% to <0.25%
1,248,282
42,498
1,196,249
15%
50,478
48%
7
30,110
from 0.25% to <0.50%
117,374
0
132,727
10%
32,569
31%
2
3,152
from 0.50% to <0.75%
158,140
212,615
149,445
35%
47,650
38%
4
11,528
from 0.75% to <2.50%
1,926,427
84,467
1,844,969
42%
154,141
48%
6
190,428
from 2.50% to <10.0%
814,666
35,329
777,940
58%
225,509
46%
5
134,690
from 10.0% to <45.0%
233,515
151
221,991
45%
528,218
41%
3
31,039
from 45.0% to <100.0%
35,244
-1
33,286
68%
29,232
34%
4
5,766
POCI
from 2.50% to <10.0%
-
389
-
-
-
-
-
-
from 10.0% to <45.0%
-
1,244
-
-
-
-
-
-
from 45.0% to <100.0%
38,560
0
37,378
0
11,696
0
5
2,918
Management Board Report on Santander Bank Polska Group Performance in 2025
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116
31.12.2024 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
937,645
64,481
47%
446,806
from 13 to 24 months
369,509
15,409
48%
180,548
from 25 to 36 months
164,107
6,556
52%
87,908
from 37 to 48 months
74,901
3,373
70%
52,874
from 49 to 60 months
28,736
665
79%
22,958
from 61 to 84 months
44,363
911
84%
38,249
above 84 months
25,358
692
99%
25,702
POCI
up to 12 months
40,497
6,944
56%
23,103
from 13 to 24 months
24,286
5,201
66%
16,462
from 25 to 36 months
14,889
2,526
83%
12,842
from 37 to 48 months
5,294
602
99%
5,413
from 49 to 60 months
1,705
101
95%
1,672
from 61 to 84 months
5,811
188
98%
5,888
above 84 months
11,543
142
100%
12,052
31.12.2024
PD scale at
recognition date
Initial gross
balance
sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation
and use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to <0.15%
787,196
1,563,693
978,052
0%
141,110
27%
7
319
from 0.15% to <0.25%
294,089
209,813
419,439
0%
126,682
40%
0
346
from 0.25% to <0.50%
493,794
1,445,231
621,199
0%
127,375
38%
2
922
from 0.50% to <0.75%
1,773,026
101,398
1,701,368
1%
183,077
39%
3
6,420
from 0.75% to <2.50%
9,391,994
775,419
9,187,077
1%
408,850
47%
5
49,290
from 2.50% to <10.0%
3,666,854
115,307
3,550,454
4%
235,842
47%
5
68,575
from 10.0% to <45.0%
440,852
20,541
428,557
10%
81,762
45%
4
19,882
from 45.0% to <100.0%
2,650
0
2,559
22%
75
47%
6
258
Stage 2
from 0.00% to <0.15%
187,894
32,553
220,670
7%
49,343
31%
5
1,765
from 0.15% to <0.25%
68,997
51,252
78,608
5%
32,597
40%
1
1,292
from 0.25% to <0.50%
72,940
1,514
74,575
18%
17,696
32%
5
2,071
from 0.50% to <0.75%
352,960
230,099
332,822
37%
53,462
37%
4
28,214
from 0.75% to <2.50%
1,571,572
41,340
1,508,760
41%
128,114
46%
6
150,335
from 2.50% to <10.0%
673,275
38,051
641,934
57%
207,493
44%
5
111,264
from 10.0% to <45.0%
174,527
150
166,173
46%
548,782
44%
3
25,510
from 45.0% to <100.0%
10,334
0
10,238
49%
77,319
44%
5
1,647
POCI
from 2.50% to <10.0%
-
495
-
-
-
-
-
-
from 10.0% to <45.0%
-
1,558
-
-
-
-
-
-
from 45.0% to <100.0%
37,729
0
32,182
0%
9,144
0%
5
3,500
Management Board Report on Santander Bank Polska Group Performance in 2025
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117
> Homogeneous exposure portfolio – receivables from retail customers in respect of mortgage loans at amortised cost as at 31 December
2025 and 31 December 2024 (PLN k)
31.12.2025 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
234,428
1,145
16%
38,105
from 13 to 24 months
126,364
782
22%
29,734
from 25 to 36 months
140,932
772
30%
45,827
from 37 to 48 months
91,239
588
38%
37,598
from 49 to 60 months
41,282
279
52%
22,703
from 61 to 84 months
46,125
338
81%
39,448
above 84 months
57,862
460
100%
60,285
POCI
up to 12 months
3,232
39
17%
582
from 13 to 24 months
2,947
27
22%
706
from 25 to 36 months
3,027
37
28%
875
from 37 to 48 months
9,384
50
34%
3,247
from 49 to 60 months
6,376
35
49%
3,169
from 61 to 84 months
2,732
28
79%
2,249
above 84 months
24,410
106
100%
26,090
31.12.2025
PD scale at
recognition
date
Initial gross
balance sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation and
use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to <0.15%
40,855,584
1,002,695
41,820,613
0.13%
160,039
13.72%
21
7,075
from 0.15% to <0.25%
938,965
71,747
956,256
0.30%
11,152
11.28%
17
346
from 0.25% to <0.50%
5,180,637
45,912
5,212,695
0.32%
30,811
11.48%
19
1,988
from 0.50% to <0.75%
1,349,389
0
1,358,636
0.49%
8,015
11.15%
19
792
from 0.75% to <2.50%
1,621,978
7,767
1,649,629
0.67%
9,809
11.65%
20
1,281
from 2.50% to <10.0%
364,144
1,411
365,092
1.12%
2,512
11.25%
18
469
from 10.0% to <45.0%
692
0
674
0.63%
4
7.58%
8
0
from 45.0% to <100.0%
0
0
0
0.0%
0
0.0%
0
0
Stage 2
from 0.00% to <0.15%
4,079,065
0
4,159,739
15%
14,366
14%
21
38,025
from 0.15% to <0.25%
76,640
0
77,391
23%
795
11%
17
1,003
from 0.25% to <0.50%
792,022
0
799,152
22%
3,892
11%
18
10,231
from 0.50% to <0.75%
188,439
126
189,842
23%
1,053
11%
18
2,375
from 0.75% to <2.50%
268,786
8,935
287,392
24%
1,412
11%
20
3,896
from 2.50% to <10.0%
120,883
78,423
121,547
24%
777
11%
16
1,717
from 10.0% to <45.0%
3,820
76
3,840
17%
21
12%
12
42
from 45.0% to <100.0%
311
0
316
9%
2
7%
9
1
POCI
from 2.50% to <10.0%
0
82
0
0
-
0
0
from 10.0% to <45.0%
0
21
0
0
-
0
0
from 45.0% to <100.0%
78,999
21
55,782
14%
647
11%
13
729
Management Board Report on Santander Bank Polska Group Performance in 2025
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118
31.12.2024 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
243,341
1,467
16%
40,397
from 13 to 24 months
203,354
1,120
22%
47,002
from 25 to 36 months
134,359
844
29%
42,361
from 37 to 48 months
55,279
381
43%
24,509
from 49 to 60 months
24,315
199
53%
13,506
from 61 to 84 months
56,557
391
76%
45,354
above 84 months
49,927
364
100%
52,233
POCI
up to 12 months
6,126
52
18%
1,104
from 13 to 24 months
5,092
55
25%
1,314
from 25 to 36 months
12,430
70
25%
3,111
from 37 to 48 months
10,412
45
42%
4,405
from 49 to 60 months
2,555
19
50%
1,300
from 61 to 84 months
6,628
45
84%
5,837
above 84 months
30,009
106
100%
31,772
31.12.2024
PD scale at
recognition date
Initial gross
balance
sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation
and use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to <0.15%
37,307,409
950,346
38,337,343
0.15%
157,013
13.96%
21
8,002
from 0.15% to <0.25%
945,813
275
942,778
0.30%
13,139
10.99%
16
322
from 0.25% to <0.50%
5,611,896
125,450
5,649,354
0.32%
33,233
12.01%
20
2,253
from 0.50% to <0.75%
1,396,832
12,051
1,405,677
0.38%
8,351
11.58%
20
646
from 0.75% to <2.50%
1,634,947
13,943
1,660,988
0.64%
10,145
12.22%
20
1,312
from 2.50% to <10.0%
406,849
1,675
408,036
1.29%
2,727
12.26%
19
661
from 10.0% to <45.0%
390
0
378
0.60%
3
8.20%
6
0
from 45.0% to <100.0%
0
0
0
0.0%
0
0.0%
0
0
Stage 2
from 0.00% to <0.15%
4,406,928
-
4,537,522
16%
16,629
15%
21
49,224
from 0.15% to <0.25%
118,328
-
119,028
26%
1,564
12%
18
2,065
from 0.25% to <0.50%
989,362
-
996,022
25%
4,793
12%
20
16,069
from 0.50% to <0.75%
290,812
65
292,780
27%
1,526
11%
20
4,837
from 0.75% to <2.50%
362,807
12,263
370,634
27%
2,162
12%
21
6,015
from 2.50% to <10.0%
139,751
107,974
139,249
27%
1,022
12%
16
2,492
from 10.0% to <45.0%
5,162
60
5,165
25%
27
12%
13
88
from 45.0% to <100.0%
311
0
305
5%
2
7%
4
1
POCI
from 2.50% to <10.0%
0
73
0
-
0
-
0
0
from 10.0% to <45.0%
0
37
0
-
-
-
0
0
from 45.0% to <100.0%
94,074
21
64,117
18%
693
12%
15
1,060
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
119
> Homogeneous exposure portfolio – receivables from corporate customers at amortised cost as at 31 December 2025 and 31 December
2024 (PLN k)
31.12.2025 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
753,597
17,779
44%
335,467
from 13 to 24 months
630,480
13,453
47%
298,273
from 25 to 36 months
444,275
6,110
47%
209,591
from 37 to 48 months
158,038
2,183
55%
88,123
from 49 to 60 months
69,364
1,511
76%
53,488
from 61 to 84 months
220,508
1,285
60%
134,148
above 84 months
201,460
873
63%
128,460
POCI
up to 12 months
107,526
1,739
39%
41,614
from 13 to 24 months
269,743
2,230
34%
91,900
from 25 to 36 months
58,575
2,132
55%
32,666
from 37 to 48 months
17,560
1,312
68%
12,046
from 49 to 60 months
52,828
868
44%
23,537
from 61 to 84 months
110,411
636
46%
50,479
above 84 months
53,710
383
48%
25,680
31.12.2025
PD scale at
recognition date
Initial gross
balance
sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation
and use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to <0.15%
21,653,277
21,392,844
21,503,591
0%
280
36%
1
4,062
from 0.15% to <0.25%
4,888,423
8,319,094
5,275,361
0%
7,316
36%
3
4,101
from 0.25% to <0.50%
15,486,608
11,160,559
16,381,015
0%
9,086
35%
4
24,129
from 0.50% to <0.75%
7,755,401
10,124,093
7,819,350
1%
5,130
38%
4
17,970
from 0.75% to <2.50%
14,878,165
7,832,597
14,349,273
1%
22,780
37%
4
62,506
from 2.50% to <10.0%
3,376,010
2,182,563
3,182,284
3%
33,359
35%
5
32,703
from 10.0% to <45.0%
162,225
583
155,264
3%
3,263
40%
5
2,038
from 45.0% to <100.0%
1,023
0
783
3%
11
32%
0
7
Stage 2
from 0.00% to <0.15%
16,670
0
16,675
21%
44
25%
4
700
from 0.15% to <0.25%
343,736
16,307
351,662
11%
1,481
43%
5
8,131
from 0.25% to <0.50%
715,419
21,898
733,077
20%
2,318
38%
6
33,599
from 0.50% to <0.75%
514,713
85,330
529,808
26%
706
45%
3
50,443
from 0.75% to <2.50%
1,111,574
393,536
1,048,718
33%
4,731
34%
4
85,700
from 2.50% to <10.0%
1,043,968
646,982
1,021,067
33%
25,912
32%
4
86,485
from 10.0% to <45.0%
1,068,507
25,337
980,338
26%
4,160
30%
1
72,062
from 45.0% to <100.0%
21,971
0
19,255
46%
102
17%
1
1,553
POCI
from 0.15% to <0.25%
-
7
-
-
-
-
-
-
from 0.25% to <0.50%
-
0
-
-
-
-
-
-
from 0.50% to <0.75%
-
-
-
-
-
-
-
-
from 0.75% to <2.50%
-
0
-
-
-
-
-
-
from 2.50% to <10.0%
-
226
-
-
-
-
-
-
from 10.0% to <45.0%
-
-
-
-
-
-
-
-
from 45.0% to <100.0%
0
-
0
0%
0
0%
0
0
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
120
31.12.2024 Time in default
EAD after credit risk
mitigation
and use of credit
conversion factor
Number
of exposures
Average LGD
in %
Expected Credit Loss (ECL)
Stage 3
up to 12 months
1,359,697
20,485
16%
496,294
from 13 to 24 months
617,411
10,426
30%
283,799
from 25 to 36 months
278,847
6,414
38%
158,796
from 37 to 48 months
141,841
4,399
47%
105,825
from 49 to 60 months
129,540
1,786
25%
76,036
from 61 to 84 months
179,008
2,275
29%
115,040
above 84 months
284,760
752
13%
187,604
POCI
up to 12 months
64,616
2,081
18%
30,562
from 13 to 24 months
76,020
2,728
22%
37,781
from 25 to 36 months
74,916
2,646
13%
23,853
from 37 to 48 months
58,894
1,983
9%
25,532
from 49 to 60 months
18,459
856
16%
7,928
from 61 to 84 months
149,182
1,232
5%
52,190
above 84 months
32,186
234
30%
25,808
31.12.2024
PD scale at
recognition date
Initial gross
balance
sheet
exposures
Off-balance
sheet
exposures
EAD after credit
risk mitigation
and use of credit
conversion factor
Average PD
in % –
permitted
range
(0%-100%)
Number of
exposures
Average
LGD in %
Average
maturity
Expected
Credit Loss
(ECL)
Stage 1
from 0.00% to <0.15%
23,136,536
16,351,853
22,982,207
0%
485
31%
2
4,270
from 0.15% to <0.25%
3,160,361
5,461,699
3,532,095
0%
5,141
35%
3
2,597
from 0.25% to <0.50%
14,008,627
9,992,612
14,295,192
0%
11,221
33%
4
23,548
from 0.50% to <0.75%
6,524,387
8,427,225
6,370,417
1%
4,134
36%
3
16,977
from 0.75% to <2.50%
14,720,218
11,142,960
14,124,675
1%
25,082
37%
4
60,923
from 2.50% to <10.0%
3,694,604
1,552,827
3,523,327
3%
33,579
36%
4
34,422
from 10.0% to <45.0%
300,060
1,033
287,974
4%
4,093
38%
4
5,379
from 45.0% to <100.0%
18
0
14
3%
3
40%
0
0
Stage 2
from 0.00% to <0.15%
25,858
4
25,095
21%
83
26%
4
1,053
from 0.15% to <0.25%
223,378
25,664
234,620
7%
650
39%
5
3,910
from 0.25% to <0.50%
538,404
25,477
513,763
20%
2,434
38%
4
26,012
from 0.50% to <0.75%
528,399
108,848
545,052
22%
892
42%
4
37,926
from 0.75% to <2.50%
1,503,291
376,959
1,435,129
31%
5,561
37%
4
123,440
from 2.50% to <10.0%
970,281
597,569
937,156
35%
18,661
35%
3
93,712
from 10.0% to <45.0%
1,001,748
23,254
964,134
29%
11,267
30%
1
79,128
from 45.0% to <100.0%
18,908
0
17,342
66%
68
17%
3
1,826
POCI
from 0.15% to <0.25%
-
7
-
-
-
-
-
-
from 0.25% to <0.50%
-
16
-
-
-
-
-
-
from 0.50% to <0.75%
-
-
-
-
-
-
-
-
from 0.75% to <2.50%
-
43
-
-
-
-
-
-
from 2.50% to <10.0%
-
21
-
-
-
-
-
-
from 10.0% to <45.0%
-
-
-
-
-
-
-
-
from 45.0% to <100.0%
4,034
-
4,034
28%
532
41%
5
228
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
121
Diversification of the credit portfolio
The purpose of the Group’s policy on the concentration of risk-generating debt of one entity or entities linked capital- or organisation-wise is to minimise
concentration risk by, among other things, applying stricter standards than those provided for in the Banking Law Act. The policy helps the Group to
maintain high diversification of exposures to customers.
The Group’s lending policy also assumes sectoral diversification of credit delivery to reduce the risk of excessive exposures to entities from a particular
sector.
Manufacturing
19%
Wholesale and retail trade
18%
Real estate activities
14%
Professional, scientific and
technical activities
7%
Financial and insurance
activities
6%
Transport and storage
5%
Agriculture, forestry and fishing
5%
Administrative and support service
activities
5%
Construction
4%
Information and communication
4%
Other services
13%
Diversification of consolidated loans and advances to customers
by business sector as at 31.12.2025
Credit portfolio quality
> Santander Bank Polska Group’s loans and advances by stages
Loans and advances to customers measured at amortised cost (PLN m)
31.12.2025
31.12.2024*
Stage 1
Gross value
140,124.3
150,736.1
Expected credit loss allowance
(291.3)
(548.4)
Stage 2
Gross value
17,418.2
17,478.6
Expected credit loss allowance
(862.7)
(1,004.4)
Stage 3
Gross value
5,476.8
7,081.5
Impairment allowance
(2,731.3)
(3,792.4)
POCI
Gross value
636.3
596.1
Expected credit loss allowance
(99.9)
(124.1)
Total gross loans and advances
163,655.6
175,892.3
Expected credit loss allowance
(3,985.2)
(5,469.3)
Net loans and advances to customers measured at amortised cost
and finance lease receivables
159,670.4
170,423.0
NPL ratio
3.7%
4.4%
NPL coverage ratio
46.3%
51.0%
*Data as at 31.12.2025 including SCB Group.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
122
> Santander Bank Polska S.A. loans and advances by stages
5. Market risk and liquidity risk management
Market risk
Market risk is defined as an adverse earnings impact of changes in interest rates, FX rates, share quotations, stock exchange indices, etc. It arises both in
trading and banking activity (FX products, interest rate products, index-linked products).
Market risk within the operations of the Bank and Santander Bank Polska Group is associated mainly with customer service operations, transactions
effected to maintain liquidity in the money market and the capital market as well as proprietary trading in debt, FX, interest rate and equity instruments.
The key objective of the market risk policy adopted by the Bank and the Group is to reduce the impact of interest and FX rates movements on the Group’s
profitability and market value as well as to increase income within strictly defined risk limits and to ensure the Group’s liquidity.
Market risk management
The Market and Investment Risk Committee approves market risk management strategies and policies as well as limits that define the maximum
acceptable exposure to individual risk types, in accordance with the Risk Appetite Statement.
The Management Board takes its strategic decisions on the basis of recommendations from the Market and Investment Risk Committee to which direct
supervision of market risk management has been delegated.
ALCO – supported by the Financial Management Division – is responsible for managing market risk in the banking book, while the market risk in the
trading book is managed by the Corporate and Investment Banking Division. Santander Brokerage Poland, a unit of the Retail Banking Division, is
responsible for managing equity risk.
Identification and assessment of market risk
Interest rate and FX risks associated with the banking book are managed by the Financial Management Division, which is also responsible for managing
open positions in interest rate and FX risks of companies from Santander Bank Polska Group.
The responsibility for measurement, monitoring and reporting of market risk and compliance with risk limits is vested in the Risk Management Division,
which is responsible for regular reviews of market risk exposure and reporting results to the Market and Investment Risk Committee. This role is
performed by the Banking Book Risk Office and the Trading Book Risk Office in the Risk Management Division, which are responsible for ongoing risk
measurement, implementation of control procedures and risk monitoring and reporting. The Offices are also responsible for developing the market risk
policy, proposing risk measurement methodologies and ensuring consistency of the risk management process across the Group.
With the division of roles, management of risk in the banking book is fully separate from the management of risk in the trading book, and the risk
measurement and reporting functions are separate from the risk managing and taking units.
Loans and advances to customers measured at amortised cost (PLN m)
31.12.2025
31.12.2024
Stage 1
Gross value
137,083,.5
131,745.2
Expected credit loss allowance
(247.6)
(299.4)
Stage 2
Gross value
15,106.2
14,405.9
Expected credit loss allowance
(796.7)
(761.4)
Stage 3
Gross value
4,530.8
4,904.0
Impairment allowance
(2,358.2)
(2,470.0)
POCI
Gross value
634.6
541.4
Expected credit loss allowance
(99.9)
(99.8)
Total gross loans and advances
157,355.1
151,596.5
Expected credit loss allowance
(3,502.4)
(3,630.6)
Net loans and advances to customers measured at amortised cost
153,852.7
147,965.9
NPL ratio
3.3%
3.6%
NPL coverage ratio
47.6%
47.2%
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
123
The market risk management policies adopted by the bank and the Group set out a number of measures in the form of obligatory and watch limits and
ratios. The limits are reviewed and the market risk appetite is updated on an annual basis. The process is coordinated by the above Offices in the Risk
Management Division.
To control the banking book risk, the following maximum sensitivity limits have been set for the risk of interest rate changes:
→ NII sensitivity limit (i.e. the sensitivity of net interest income to a parallel shift of the yield curve by 100 bp);
→ MVE sensitivity limit (the sensitivity of the market value of equity to a parallel shift of the yield curve by 100 bp).
The table below shows NII and MVE sensitivity to a parallel shift of the yield curve as at the end of 2025 and the comparative period. It presents the
results of scenarios in which the impact of changes in interest rates on net interest income and market value of equity would be negative. The values are
presented in PLN million and refer to Santander Bank Polska S.A. (on a standalone basis) and to Santander Bank Polska Group including: Santander Bank
Polska S.A., Santander Leasing S.A. and Santander Factoring Sp. z o.o.
> Sensitivity of the banking book to interest rate movements as at 31 December 2025 and 31 December 2024
1-day holding period
(PLN k)
Sensitivity of Net Interest Income (NII)
Sensitivity of Market Value of Equity (MVE)
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Santander Bank Polska S.A.
(258)
(313)
(1,070)
(963)
Santander Bank Polska Group
(274)
(376)
(1,075)
(1,143)
Compared to 2024, the utilisation of the MVE sensitivity limit increased, while the utilisation of the NII sensitivity limit decreased. In the case of MVE, the
exposure increased due to the delivery of the strategy aimed at hedging interest rate sensitivity, which resulted in a longer duration of the banking book.
The above strategy was mainly based on cash flow hedge accounting and expansion of the ALCO portfolio with fixed-rate debt securities.
The Bank and Santander Bank Polska Group use the following measures and limits to mitigate and control exposure to market risk in the trading book:
→ daily VaR limit and Stressed VaR limit for interest rate risk, FX risk and the repricing risk of equity instruments held by Santander Brokerage Poland;
→ PV01 limit set for individual currencies and transaction repricing dates;
→ stop-loss mechanism used to manage the risk of loss on trading positions subject to fair value measurement through profit or loss;
→ maximum limit of the total FX position and open FX position limits for individual currencies;
→ intraday FX position limits monitored in the trading and banking books
As these measures relate to the calculation of a potential loss under normal market conditions, the Bank and Santander Bank Polska Group also use
stress tests which show the estimated potential losses in the event of the materialisation of adverse market conditions.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
124
> VaR as at 31 December 2025 and 31 December 2024 for interest rate, FX and equity risk in the trading book of Santander Bank P olska
Group
1-day holding period
(PLN k)
Interest rate risk
VaR
Currency risk
VaR
Equity risk VaR
31.12.2025
31.12.2024
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Average
4,300
8,203
465
679
1,717
761
Maximum
12,576
12,892
1,838
1,742
2,301
2,059
Minimum
1,781
3,913
67
234
1,070
439
At the end of the period
4,240
3,913
501
356
2,002
2,059
Limit
15,343
16,036
3,241
3,691
2,881
1,638
In 2025, the total VaR limit was not exceeded, nor were the VaR limits for interest rate, FX or equity risk, which confirms the adequacy of the established
VaR limits in relation to the Group’s business activities and exposure to market risk. The average VaR for equity risk increased YoY, reflecting organic
business growth, while the maximum VaR remained within acceptable limits during the year. In turn, the average VaR for FX risk and interest rate risk
decreased YoY, reflecting lower market volatility and falling interest rates.
Financial instruments used for management of market and other risks
The Bank and the Group use the following financial instruments in relation to repricing risk, credit risk, cash flow risk and liquidity risk:
→ derivative instruments held for trading – proprietary transactions in connection with treasury services rendered to bank customers in order to
mitigate market risk, maintain liquidity or as part of underwriting services;
→ other financial instruments, including investment securities held for sale, hedging derivatives and equity instruments.
The market risk associated with open positions in financial instruments is mitigated through a set of limits (defined separately for the trading book and
the banking book). The credit risk of such positions is curbed using concentration limits in respect of individual counterparties. In order to mitigate liquidity
risk, the Bank and the Group keep an adequate level of liquid financial assets bearing low credit risk (in particular government bonds and NBP bills) in
line with the liquidity risk appetite defined by the Bank and the Group.
No derivative instruments were used by the Bank or the Group to hedge credit risk.
The market risk of the balance sheet is managed by the Bank and the Group using, inter alia, derivative instruments and hedge accounting with respect
to:
→ mortgage loans bearing WIBOR rate – interest rate swaps are used to receive fixed interest and pay floating interest thus hedging the risk of
movements in cash flows relating to floating interest loans;
→ mortgage loans in CHF and EUR – basis swaps are used to hedge the risk of movements in interest rates (CHF LIBOR, EURIBOR) and exchange rates
(CHF/PLN and EUR/PLN);
→ fixed interest cash loans – interest rate swaps are used to receive floating interest and pay fixed interest thus hedging the fair value of positions;
→ selected fixed coupon bonds – interest rate swaps are used to hedge the fair value of bonds whereby the Bank and the Group receive floating interest
and pay fixed interest.
Liquidity risk
Liquidity risk is the risk of failure to meet contingent and non-contingent obligations made to customers and counterparties.
The liquidity risk policy adopted by the Bank and the Group is to ensure that all outflows expected in the short term are fully covered by anticipated
inflows or liquid assets. In addition, the aim of the policy is to ensure an appropriate structure of funding for the Bank’s and the Group’s operations by
maintaining medium- and long-term liquidity ratios at a pre-defined level and monitoring stress testing results. This policy covers all assets and liabilities
as well as off-balance sheet items impacting the liquidity level.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
125
Liquidity risk management
ALCO and the Market and Investment Risk Committee have overall responsibility for the supervision of liquidity risk on behalf of the Management Board.
As part of their roles, they make recommendations to the Management Board on appropriate strategies and policies for strategic liquidity management.
Liquidity risk reports and stress test results are regularly reviewed by senior management.
ALCO also supervises the liquidity management process in subsidiaries.
Liquidity management is the responsibility of the Financial Management Division, which develops and updates relevant strategies and reviews the
Contingency Liquidity Plan (approved by the Management Board and the Supervisory Board). The Risk Management Division is responsible for the
independent measurement and reporting of liquidity risk and for defining liquidity risk management policies. The Banking Book Risk Office in the Risk
Management Division also performed regular stress tests with respect to liquidity.
Identification and assessment of liquidity risk
Liquidity risk is identified and measured daily, mainly using modified liquidity gap reports, intraday liquidity reports and regulatory reports. These reports
cover a number of internal and regulatory limits. Cyclical liquidity measurement reports are supported by stress test results. The Bank regularly calculates
the measures laid down in CRD IV/CRR (LCR and NSFR).
Cumulative liquidity gap for Santander Bank Polska S.A. as at 31 December 2025 and in the comparative period (by nominal valu e)
31.12.2025 (PLN k)
payable on
demand
up to 1
month
from 1 to 3
months
from 3 to 6
months
from 6 to 12
months
from 1 to 2
years
from 2 to 5
years
above 5
years
Contractual liquidity gap
(133,341,907)
(18,476,650)
(7,425,221)
6,392,008
18,056,224
28,712,412
67,590,693
72,620,521
Cumulative contractual
liquidity gap
(133,341,907)
(151,818,557)
(159,243,779)
(152,851,770)
(134,795,546)
(106,083,134)
(38,492,442)
34,128,079
Off-balance sheet items
57,927,473
8,451,651
1,088,123
267,323
667,937
641,242
380,924
1,166,057
31.12.2024 (PLN k)
Payable on
demand
up to 1
month
from 1 to 3
months
from 3 to 6
months
from 6 to 12
months
from 1 to 2
years
from 2 to 5
years
above 5
years
Contractual liquidity gap
(128,550,664)
(11,967,387)
(13,403,689)
7,800,333
16,566,936
27,599,582
62,240,347
68,997,551
Cumulative contractual
liquidity gap
(128,550,664)
(140,518,050)
(153,921,740)
(146,121,407)
(129,554,471)
(101,954,888)
(39,714,542)
29,283,009
Off-balance sheet items
59,628,874
6,285,776
934,587
587,866
761,252
371,504
633,572
23
According to the Group’s policy, the Bank should have sufficient funds to cover in full outflows expected over a one-month horizon, including under the
selected stress test scenarios. The liquidity position over a longer time horizon and the level of liquid assets are also monitored.
In 2025, the Bank’s funds significantly exceeded the level required to cover the expected outflows. The Bank also met the quantitative regulatory
requirements for liquidity. Key regulatory indicators (LCR and NSFR) exceeded the required levels.
It particularly focused on keeping the adequate liquidity buffer and on effective liquidity allocation. Due to the stabilisation of PLN interest rates and an
increase in market liquidity surpluses, competition for banking customer deposits remained moderate. The Bank also ensured appropriate diversification
of funding sources, limiting reliance on funds obtained from the wholesale market and strategic investors.
6. Operational risk management
Santander Bank Polska S.A. adopted the definition of operational risk provided by the Basel Committee on Banking Supervision, according to which
operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.
The objective of operational risk management is to minimise the likelihood and/or reduce the impact of unexpected adverse events.
Santander Bank Polska Group has an integrated operational risk management framework ensuring that all risks having material impact on its operations
are identified, measured, monitored and controlled. Operational risk management at the Bank and Santander Bank Polska Group is the task of employees
at all levels of the organisation and covers a number of interrelated concepts. Operational risk is inherent in all Bank’s and Group’s business processes,
including outsourced functions or services delivered jointly with third parties.
The Bank and other Group members have developed and apply the Operational Risk Management Strategy.
The Operational Risk Management Committee (ORMCO) established by the Management Board is responsible for setting operational risk management
standards for Santander Bank Polska Group. ORMCO is the main forum for discussions on operational risk and internal control. It sets the strategic
direction for operational risk management, determines and monitors objectives for managing operational risk, including business continuity, information
security, outsourcing/ insourcing and fraud prevention. The results of ORMCO’s work are reported to the Risk Control Committee.
In view of a growing importance of cyber risk, Digital Risk Express Active Meetings (DREAM) are organised to report and monitor technology and
operational risks, escalate significant IT risk issues, and review the IT, Cybersecurity and Operations Strategy and the related key projects. The forum
takes prompt and effective decisions to mitigate the identified risk.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
126
Employees’ and customers’ awareness is critical to protecting individuals and the Bank from cyberthreats. To that end, the Bank’s CyberEducation Forum
reviews and coordinates all initiatives promoting cybersecurity culture among customers and employees. The Forum is responsible for building the Bank’s
image of a secure institution and promoting cyber rules in a holistic and consistent way.
Operational risk is also managed by specialist units conducting and integrating control processes within the first and second lines of defence (e.g. the
Internal Control Office of the Retail Banking Division and the Control Centre). They conduct internal controls directly and continuously to assess and
improve the quality of business processes, thereby reducing and mitigating key operational risks in the designated areas. Control results and
recommendations are reported to business units, ORMCO and Risk Control Committee.
Tools used by the Bank and the Group to manage operational risk
Identification and
assessment of
operational risk
As part of the risk control self-assessment, Santander Bank Polska Group identify the risks it may be exposed to when
conducting operations, assesses inherent and residual risks in terms of their likelihood and impact, and verifies the design
and effectiveness of existing controls as part of the assessment of the internal control system.
The operational risk identification and assessment process is additionally supported by the following tools: scenario analysis,
business impact analysis, analysis of risk in new initiatives, and assessment of risk of customer and third party claims arising
from non-performance or improper performance of outsourced services subject to the Polish Banking Law Act (using a
dedicated calculator).
Reporting
Each organisational unit must report operational risk events identified in its area of responsibility. In addition, relevant
operational risk events are escalated to senior management using a fast-track procedure.
Santander Bank Polska Group runs a database of operational risk events identified across the organisation. The data are used
to analyse the causes and consequences of operational risk events, facilitate the lessons learned process and implement
remedial and preventive actions.
The Group also makes inputs to the external database of operational risk events run by the Polish Bank Association (ZBP)
and uses information about external events from a number of sources. The analysis of external events enables benchmarking
and lesson learning from events identified outside the Group.
Analysis of risk
indicators
Santander Bank Polska Group monitors financial, operational and technological risk indicators. They provide an early warning
of emerging threats and support the monitoring of an operational risk profile.
Defining mitigation
actions
The process of managing operational risk mitigants is designed to eliminate or reduce operational risk. Risk mitigation
measures are determined based on the results of analyses carried out using various operational risk tools (including
operational risk events database, risk indicators and risk control self-assessment).
Business continuity
management (BCM)
plans
Each organisational unit is required to develop and update its business continuity management plan to ensure that critical
business processes remain uninterrupted following an unplanned disruption. BCM plans are tested on a regular basis to
provide assurance to Santander Bank Polska Group that critical business processes may be restored at the required service
level and within the agreed time frame. Santander Bank Polska Group has backup locations where critical processes can be
restored and continued if a special situation occurs.
Information security
Santander Bank Polska S.A. has the Information Security Management System in place, which is certified for compliance with
the ISO/IEC 27001:2023 standard. The purpose of this system is to supervise information security in the business
environment of Santander Bank Polska S.A. and assess specific information and system security requirements.
Insurance
Santander Bank Polska Group has financial risks, motor, property and professional indemnity insurance policies in place to
mitigate operational risk.
Reporting to the Risk
Control Committee
and the Supervisory
Board
The aim of operational risk reporting is to provide up-to-date and appropriate information to the management team.
Operational risk reports include details on operational risk events and losses, information security incidents, risk indicators
and defined mitigants.
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7. ESG risk management
Climate-related risk
In Santander Bank Polska Group, climate risks are embedded in a decision-making processes.
The Bank and the Group analysed the main transition, physical and nature risks. Based on the key risks identified for the region, the Group evaluated the
risk of sectors which are most affected by climate change. This helped to improve the risk assessment of individual business customers in the above
respects.
Stress tests were conducted in relation to credit risk parameters of credit portfolios, including transition and physical risks. The results were taken into
account in the internal capital adequacy assessment process. The stress tests did not indicate significant dependency of the portfolio parameters in the
analysed horizon.
At the same time, the Group completed the next iterations of analyses aimed to identify transition, physical and nature risks under a systemic and
quantitative approach. By estimating emissions of all business entities and retail mortgage loans, the Group more thoroughly analyses transition risks,
which makes it possible to define targeted actions in relation to the key parts of the portfolio. It also allows the Group to integrate environmental aspects
into standard portfolio analyses and set adequate targets and limits. In particular, the results are used to develop, monitor and update the Transition
Plan.
Physical risks
The analysis of physical risks for the property-financing portfolio has indicated that medium (2030) and long-term (2050) threats involve mainly river
floods and flash floods. Consequently, this aspect is reflected in the Bank’s policies. In the very long-term perspective (2100), the noticeable risk involves
the rising sea levels. As regards the impact on customers’ business activity, the material impact of physical risks is observed only in the long-term
perspective (2050) when drought risk becomes more prevalent.
The current assessment of physical risk is based on estimates that can be narrowed down to the municipality level, as well as on still-incomplete
information about the actual location of the customers’ place of business. However, these risks are material in specific locations and the Bank strives to
improve the quality of data about those locations where the customers actually operate and to analyse climate scenarios in a more detailed geographical
breakdown.
Transition risks
The analysis of the materiality of transition risks takes into account current and future risks. Climate scenarios are analysed in the medium- and long-
term perspective (up to 2100).
→ The sectors most exposed to the transition risk are: mining and metals, oil and gas, and conventional power generation.
→ Nature risks represent a significant share of risks emerging in the agricultural sector.
→ Commercial and residential properties are crucial in the context of energy efficiency.
Considering the material risks and exposures as well as the clearly-defined decarbonisation guidelines, the following sectors:
→ Power generation (corporate and investment segment) – total balance sheet exposure: PLN 2.6bn
→ Commercial properties – total balance sheet exposure: PLN 8.4bn
→ Residential properties (mortgages) – balance sheet exposure over PLN 58bn
were selected for the first iteration of Transition Plan.
Responsibility for ESG risk management
The responsibility for managing climate risk and leveraging climate-related opportunities rests with the Management Board and the Supervisory Board.
Members of the above governing bodies support risk management strategies by approving key policies, sitting on dedicated committees, participating in
reviews and approving risks and reports. ESG risk management is supervised by the Management Board member in charge of the Risk Management
Division.
The ESG Risk Management Office, which was set up in the Risk Management Division in 2023, ensures proper organisation of the ESG risk management
function. The Office is particularly responsible for integrating ESG risks into the internal risk management framework, including credit risk assessment
and monitoring.
The Bank’s Management Board is responsible for defining long-term action plans and approving the responsible banking strategy, including strategic
measures to mitigate climate change and its main objectives (in a short, medium and/or long term), and as part of the risk management framework. ESG
is a part of TOTAL Responsibility, one of the three pillars of the Group’s strategy for 2024–2026 next to TOTAL Experience and TOTAL Digitalisation. The
Bank’s Management Board is particularly responsible for approving and supervising the implementation of the Transition Plan. The Supervisory Board
verifies the Bank’s management strategy and ESG risk management strategy, also in terms of the Bank’s long-term interest.
In addition, the Bank has an ESG Committee, which supports the Bank’s Management Board in fulfilling management objectives as part of the TOTAL
Responsibility strategy at the level of the Bank and Santander Bank Polska Group. The Committee, chaired by the President of the Management Board,
defines the direction for strategic actions and sets and monitors sustainable development objectives, including in relation to sustainable finance, ESG
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risks and climate agenda, and ensures compliance with environmental and social policies of Santander Bank Polska S.A. The Committee is supported by
the ESG Forum, which is composed of senior managers representing all Divisions. The Forum analyses challenges, opportunities and risks related to
sustainable development (including ESG risks and the climate agenda), plans activities, and coordinates their implementation at the Bank.
The Group does not recognise ESG risk as a separate material risk, but indicates its channels of transmission to credit, market, liquidity, compliance,
reputational, business, and operational risks as well as market risk in the trading book. The use of this approach has implications for estimation and
quantification of material risks. The above approach, together with the assessment of materiality of ESG risk transmission channels, was formalised in
2025 through the implementation of the ESG Risk Management Model.
As required by EBA Guidelines on the management of environmental, social and governance (ESG) risks, in 2025 the Group implemented a procedure for
developing, implementing, monitoring and updating Transition Plans in line with Chapter 6 of the Guidelines. Transition Plans are designed to ensure
resilience of institutions to ESG risks, in particular transition and physical risks, and to support the transition to a climate-neutral and sustainable
economy. Organisational units in charge of specific business lines, risk and internal audit actively participate in the development, monitoring and review
of the Plan. The Bank ensures the appropriate resources, competences and corporate culture to support the implementation of the Plan. The plan is based
on the assessment of ESG risk materiality, which is conducted on a regular basis and updated if material changes occur.
In 2025, the Group implemented the Greenwashing Risk Management Guidelines addressing the following aspects: ESG strategy and policies, financial
products and activities, lending process, communication and marketing, reporting and disclosures, and suppliers. The Group has a formal admission
process in place for sustainable finance across all segments, both at a transaction level and a credit product level. The ESG Panel, established within the
Risk Management Division in 2023, reviews sustainable finance activities based on internal and external regulations, thereby mitigating greenwashing
risk.
The Bank has a system in place to assess ESG risks of individually significant exposures at the level of customer and project finance exposure. It applies
to customers and projects that are subject to assessment due to the volume and/or potential ESG risk. The system consists of assessment of ESG risks
for customers of the Corporate and Investment Banking Division and the Business and Corporate Banking Division and assessment of environmental and
social risks of financed projects to which Equator Principles apply. The Bank has evaluated the existing assessment processes as adequate to the scale of
the ESG risk incurred. At the same time, it has been working to extend and integrate these processes as well as to make the analyses broader and more
detailed, taking into account the available information, changes in reporting standards and requirements of competitors.
The Group calculates financed emissions in accordance with the PCAF methodology in order to analyse the structure of emissions in all sectors and
business segments and to develop decarbonisation levers.
8. Legal and compliance risk management
Legal and compliance risk management
Operating in the complex legal and regulatory environment, the Bank and Santander Bank Polska Group are exposed to the risk of misapplication or
misinterpretation of legal provisions, regulatory requirements, industry codes and ethical codes adopted by the Bank, as well as internal policies and
procedures (including codes of best practice). Non-compliance might expose the Bank to loss of reputation or to administrative or criminal sanctions.
The management and control of compliance risk includes application of controls, independent monitoring of their execution and reporting. The control
function is performed under three lines of defence:
Pursuant to the Compliance Policy, Santander Bank Polska S.A. has a compliance function which is independent of business units. This function acts as
the second line of defence by setting and enforcing compliance standards, providing advice and reporting in the interest of employees, customers,
shareholders and the public.
The compliance function supports the Bank’s strategy with respect to managing regulatory risk, conduct risk and reputational risk. Its activity is
determined by the Bank’s business profile: it carries out tasks related to the protection of consumer rights and to ongoing digitalisation and
standardisation of financial services.
In particular, the compliance function is responsible for:
→ independent identification, monitoring and assessment of compliance risk that the Group is exposed to (with particular focus on new products and
services, prevention of using the financial system for the purpose of money laundering and terrorist financing, protection of confidential information,
management of conflicts of interest and private account share dealing by employees);
First line of defence:
Management of risk arising
from the Bank’s operations
Second line of defence:
Ongoing vertical
verification and vertical
testing
Third line of defence:
Internal audit function
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→ providing advice and reporting to the Risk Management Committee, the Bank’s Management Board and the Audit and Compliance Committee on
the effectiveness of processes established to ensure compliance with legal and regulatory requirements;
→ communication of policies and procedures, providing the management and staff with guidance on compliance risk management;
→ coordination of relations with regulators;
→ coordination of the approval of new products;
→ strengthening the principles of ethical business conduct;
→ cooperation with the Communication and Brand Experience Area and the Risk Management Division in terms of reputational risk management;
→ cooperation with the Anti-Money Laundering and Terrorism Financing Department in terms of financial crime risk management;
→ cooperation with the Data Protection Officer Office in matters related to personal data protection.
The compliance function also coordinates the activities of committees supporting compliance risk management processes in particular areas of the Group:
→ Compliance Committee
→ Local Marketing and Monitoring Committee.
These committees are composed of representatives of key organisational units that have the necessary expertise and authority to ensure that relevant
decisions are taken and high quality advice is provided in the course of the proceedings.
Employees of the compliance function support the Bank’s senior management in effective compliance risk management and report on key compliance
issues to the Bank's Management Board, the Risk Management Committee and the Audit and Compliance Committee of the Supervisory Board.
The Management Board and the Supervisory Board (through the Audit and Compliance Committee) regularly review key compliance issues identified by
the compliance function. The review particularly includes:
→ product monitoring
→ test compliance monitoring
→ monitoring of employees’ own trades
→ information on the activity of market regulators
→ review of upcoming legislative initiatives
→ review of anti-money laundering issues
→ review of ethical issues
→ review of customer complaints.
In February 2025, the Bank’s Supervisory Board positively assessed the effectiveness of compliance risk management at Santander Bank Polska S.A.,
based on a positive recommendation of the Audit and Compliance Committee.
In addition to the compliance function, the second line of defence also includes other organisational units operating under internal regulations, in
particular:
→ responsibilities related to anti-money laundering and terrorism financing and compliance with international sanctions programmes – AML unit
→ labour law responsibilities – personnel unit
→ companies and partnerships law responsibilities – corporate governance unit
→ occupational health and safety responsibilities – health and safety unit
→ accounting, reporting and tax responsibilities – financial, accounting and tax units
→ prudential requirements – risk units
→ personal data protection responsibilities – unit of Data Protection Officer
→ activities of Santander Brokerage Poland – Support and Compliance Office, Supervision Inspector.
Reputational risk management
Reputational risk is defined as the risk of actual or potential adverse impact on the Bank connected with deterioration of perception of the Bank and other
members of Santander Bank Polska Group by customers, employees, regulators, shareholders/ investors and communities at large.
Potential sources of this risk are internal operational incidents and external events, such as adverse publicity, dissemination of negative feedback by
customers, e.g. via the Internet, in social media and other mass media. They may refer directly to Santander Bank Polska Group and its products and
services, as well as the Bank’s shareholders and the entire banking or financial sector (both domestic and international).
The elements of reputational risk also include customer complaints and claims related to the process of offering banking products and services (both
directly and through third parties/ suppliers/ intermediaries), including complaints about the lack of sufficient (i.e. complete, true, reliable and non-
misleading) information about products/ services and related risks, the complexity of products, failures of systems and applications, misselling, capital
loss, as well as establishment of relationships with entities considered to be sensitive due to the type and profile of their business (high risk sectors).
The management of reputational risk is the responsibility of the Communication and Brand Experience Area, the Compliance Department and the
Compliance Monitoring Department.
The objective of reputational risk management is to protect the image of Santander Bank Polska Group and to limit and eliminate negative events which
affect the image and financial results of the Group.
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The key risk mitigation measures include:
→ Information Strategy of Santander Bank Polska Group
• Reputational risk management model consisting of: the Reputational Risk Management Policy, the Reputational Risk Management Procedure
and the Methodology for Reputational Risk Management at Santander Bank Polska S.A.
→ Reputational Risk Analysis Procedure
• Guidelines on cooperation with partners at Santander Bank Polska S.A.
→ Sensitive Activities Policy (combining the Sensitive Sectors Financing Policy, Donations Policy and Policy for Financing Political Parties)
• Defence Sector Policy of Santander Bank Polska S.A.
→ Criteria for reputational risk analysis of customers and transactions
→ Daily monitoring of local, nationwide and selected international mass media sources (Communication and Brand Experience Area)
→ Social Media Policy of Santander Bank Polska S.A. (Communication and Brand Experience Area)
• Daily monitoring of social media sources (in particular: Facebook, Twitter) in terms of references to the Bank (Communication and Brand
Experience Area)
→ Analysis of image-sensitive information by the Press Office (Communication and Brand Experience Area)
→ Response to information which poses a threat to public perception of the Bank (Communication and Brand Experience Area)
• Keeping the representatives of national and local media posted on new products and changes to regulations regarding existing products
• Regular monitoring of reputational risk events and reputational risk profile (Compliance Department and Compliance Monitoring
Department)
• Monitoring of changes in laws and market standards and unfair clauses in contracts (Compliance Department)
• Customer satisfaction survey (Chief Customer Officer)
• Recommendations and preventive actions arising from the analysis of complaints (Chief Customer Officer)
• Preparation and control by relevant units of Santander Bank Polska S.A. of all important communications and reports for shareholders, the
Polish Financial Supervision Authority (KNF) and the Warsaw Stock Exchange, and timely publication of such communications and reports
• Evaluation of new products/ services or their modifications, and the related procedures, communications, commercial materials, initiatives
addressed to customers (promotions, contests) and training materials for sales staff in terms of their compliance with laws and regulatory
guidelines, ethical business conduct, ESG matters and reputational risk (Compliance Department)
• Participation in the processing of customer complaints, especially those filed with regulators (Compliance Department)
• Supervision of post-sales control of investment products (Compliance Monitoring Department)
• Mystery shopping
• Regular monitoring of reputational risk associated with products/ services offered by Santander Bank Polska Group through the analysis of
customer complaints, sales volumes, number of customers and rate of return, if applicable (Compliance Monitoring Department)
→ Periodic monitoring of customers and transactions in terms of compliance with applicable reputational risk management policies and procedures
(Compliance Monitoring Department)
→ Participation in the review of sponsorship project beneficiaries (in line with the ABC Policy) (Compliance Department)
• Review of agreements with external suppliers and third parties (in particular the ones regarding outsourcing, critical services and high-risk
services) (Compliance Department)
→ Participation in the analysis of customers and transactions from sensitive sectors (including defence, gambling, tobacco, media and cannabis
industries) (Compliance Department)
→ Periodic monitoring of business owners’ compliance with conditions imposed by the Compliance Department for customers and transactions
(Compliance Monitoring Department)
• Participation in the analysis of customers and transactions from other sectors in the case of identification of reputational risk (Compliance
Department)
• Participation in the ESG Panel to ensure proper identification and classification of transactions in accordance with SFCS and EU Taxonomy to
prevent greenwashing risk (Compliance Department)
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9. Capital management
Introduction
The policy of Santander Bank Polska Group is to maintain a level of capital adequate to the type and scale of operations and the level of risk.
The level of own funds required to ensure safe operations of the Bank and Santander Bank Polska Group and capital requirements estimated for
unexpected losses is determined in accordance with the provisions of the CRD IV/CRR package, Regulation (EU) no 575/2013 of the European Parliament
and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No 648/2012,
as amended by Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 and Regulation (EU) 2024/1623 of the European
Parliament and of the Council of 31 May 2024. (“CRR”). Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access
to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC, which came into force on 1 January 2014 by decision of the European Parliament and the European
Banking Authority (EBA), as amended, including by CRD V and CRD IV, as well as relevant national regulations, including the Macroprudential Supervision
Act, taking into account KNF’s recommendations and guidelines.
The Management Board is accountable for capital management, calculation and maintenance processes, including the assessment of capital adequacy
in different economic conditions and the evaluation of stress test results and their impact on internal and regulatory capital and capital ratios.
Responsibility for the general oversight of internal capital estimation rests with the Supervisory Board.
The Management Board has delegated ongoing capital management to the Capital Committee which conducts a regular assessment of the capital
adequacy of the Bank and Santander Bank Polska Group, including in extreme conditions, the monitoring of the actual and required capital levels and the
initiation of transactions affecting these levels (e.g. by recommending the value of dividends to be paid). The Capital Committee is the first body that
defines the capital policy, principles of capital management and principles of capital adequacy assessment.
However, ultimate decisions regarding any increase or decrease in capital are taken by relevant authorities within the Bank in accordance with the
applicable law and the Bank’s Statutes.
I In 2025, the Bank and Santander Bank Polska Group met all regulatory requirements regarding capital management.
As at 31 December 2025, the Group had a capital surplus of PLN 9.301bn above the regulatory requirements.
Until the end of 2024, Santander Bank Polska Group did not consider the full impact of introduction of IFRS 9 for the purpose of capital adequacy
assessment and applied transitional arrangements provided for in Regulation (EU) 2017/2395 amending Regulation (EU) No 575/2013, updated in
accordance with Regulation (EU) 2020/873 of the European Parliament and of the Council of 24 June 2020. Based on the above-mentioned changes,
the Group used derogation in the form of assigning a risk weight of 100% to the value of the adjustment included in own funds. Starting from 2025,
after the expiry of the transition period, the Group recognises the full impact of implementation of IFRS 9.
Capital policy
As at 31 December 2025, the minimum capital ratios satisfying the provisions of the CRR and the Macroprudential Supervision Act as well as regulatory
recommendations regarding additional own funds requirements under Pillar 2 were as follows:
→ at the level of Santander Bank Polska S.A and Santander Bank
Polska Group:
→
→ 10.99% for Tier 1 capital ratio;
→ 12.99% for total capital ratio;
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The aforementioned capital ratios at the Bank and Group level take into account:
Group
Bank
Components of the minimum capital requirement
31.12.2025
31.12.2024
31.12.2025
31.12.2024
→ Minimum capital ratios
Common Equity Tier 1 capital ratio
4.5%
4.5%
4.5%
4.5%
Tier 1 capital ratio
6%
6%
6%
6%
Total capital ratio
8%
8%
8%
8%
→ Additional capital requirement for
risk related to foreign currency
mortgage loans for households
Common Equity Tier 1 capital ratio
0 p.p.
0.007 p.p.
none
Tier 1 capital ratio
0 p.p.
0.010 p.p.
Total capital ratio
0 p.p.
0.013 p.p.
→ Capital buffer for Santander Bank Polska S.A. as other systemically important
institution
1.5 p.p.
1 p.p.
1.5 p.p.
1 p.p.
→ Capital conservation buffer maintained in accordance with the Macroprudential
Supervision Act
2.5 p.p.
2.5 p.p.
2.5 p.p.
2.5 p.p.
→ Systemic risk buffer
0 p.p.
0 p.p.
0 p.p.
0 p.p.
→ Institution-specific countercyclical capital buffer
0.99 p.p.
0.02 p.p.
0.99 p.p.
0.02 p.p.
→ Bank’s sensitivity to an adverse macroeconomic scenario measured based on the
results of the regulatory stress tests (P2G)
0 p.p.
0.0 p.p.
0 p.p.
0.0 p.p.
The countercyclical buffer implemented by the Macroprudential Supervision Act and amended by the Minister of Finance by way of regulation was set
on 1 January 2016 at 0 p.p. for credit exposures in Poland. At the meeting held on 14 June 2024, the Financial Stability Committee passed a resolution on
the recommendation for setting the countercyclical capital buffer at:
→ 1% – after 12 months;
→ 2% – after 24 months;
from the date when the Minister of Finance issues a relevant regulation in this respect. Regulation of the Minister of Finance of 18 September 2024 on
the countercyclical buffer came into force on 24 September 2024. Pursuant to this regulation, the countercyclical capital buffer has been 1% since 25
September 2025.
As at 31 December 2025, the institution-specific counter-cyclical buffer was 0.99% for Santander Bank Polska S.A. (on a consolidated and standalone
basis). Santander Bank Polska Group calculates the countercyclical buffer specific for a given institution as per the Act of 5 August 2015 on
MacroPrudential Supervision and Crisis Management in the Financial Sector.
The capital conservation buffer maintained in accordance with the Macroprudential Supervision Act. Following adaptation to the CRR requirements, in
2019 the buffer reached the maximum level of 2.50 p.p.
On 11 March 2025, the Bank received a decision from the KNF on the expiry of the decision of 21 December 2023 requiring the Bank to cover, on a
consolidated basis, an additional own funds requirement (above the value required under CRR) to mitigate the risk connected with foreign currency home
mortgages and equity releases.
The capital buffer for Santander Bank Polska S.A. as other systemically important institution. According to the letter of 19 December 2017, the KNF
identified Santander Bank Polska S.A. as other systemically important institution and imposed on it an additional capital buffer. Pursuant to the KNF’s
decision of 21 November 2025, Santander Bank Polska S.A. maintains additional own funds of 1.5 p.p. Santander Bank Polska Group maintains the capital
buffer at the same level.
On 25 November 2025, the Bank received a letter from the KNF stating that the Bank’s sensitivity to the possible materialisation of stress scenarios
(affecting the level of own funds and risk exposure) had been assessed as low in the supervisory review and evaluation process. 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. Consequently,
the KNF does not set an additional P2G add-on to absorb potential losses caused by a stress event.
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Regulatory capital
The capital requirement for Santander Bank Polska Group is determined in accordance with Part 3 of Regulation (EU) No 575/2013 of the European
Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No
648/2012 (CRR), as amended by Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 and Regulation (EU) 2024/1623
of the European Parliament and of the Council of 31 May 2024, which constituted legal basis as at the reporting date (31 December 2025).
Santander Bank Polska Group uses the standardised approach to calculate the capital requirement for credit risk, market risk and operational risk.
According to this approach, the total capital requirement for credit risk is calculated as the sum of risk-weighted exposures multiplied by 8%. The exposure
value for these assets is equal to the balance sheet total, while the value of off-balance sheet liabilities corresponds to their balance sheet equivalent.
Risk-weighted exposures are calculated by applying risk weights to all exposures in accordance with the CRR.
The tables below present the calculation of the capital ratio for Santander Bank Polska Group and Santander Bank Polska S.A. as at 31 December 2025
and in the comparative period.
Calculation of the capital adequacy ratio for Santander Bank Polska Group as at 31 December 2025 and 31 December 2024
Santander Bank Polska Group (PLN m)
31.12.2025
31.12.2024
1)
I
Total capital requirement (Ia+Ib+Ic+Id+Ie), including:
10,613.1
11,817.7
Ia
– for credit risk and counterparty credit risk
8,348.8
9,589.1
Ib
– for market risk
222.8
255.2
Ic
– for credit valuation adjustment risk
149.5
77.3
Id
– for operational risk
1,750.7
1,785.5
Ie
– for securitisation
141.4
110.6
II
Total capital and funds
29,595.8
29,073.6
III
Deductions
3,062.0
2,495.6
IV
Capital and funds after deductions (II–III)
26,533.8
26,578.0
V
Capital ratio [IV/(I*12.5)]
20.00%
17.99%
VI
Tier 1 capital ratio
19.51%
17.09%
1) Including profits allocated to own funds pursuant to EBA guidelines. Also including Santander Consumer Bank S.A. and its subsidiaries.
Calculation of the capital adequacy ratio for Santander Bank Polska S.A. as at 31 December 2025 and 31 December 2024
Santander Bank Polska S.A. (PLN m)
31.12.2025
31.12.2024
1)
I
Total capital requirement (Ia+Ib+Ic+Id+Ie), including:
9,069.0
9,537.5
Ia
– for credit risk and counterparty credit risk
7,040.1
7,675.7
Ib
– for market risk
222.0
256.4
Ic
– for credit valuation adjustment risk
149.5
77.1
Id
– for operational risk
1,521.2
1,455.1
Ie
– for securitisation
136.3
73.2
II
Total capital and funds
27,269.7
26,692.5
III
Deductions
2,958.3
2,675.1
IV
Capital and funds after deductions (II–III)
24,311.4
24,017.4
V
Capital ratio [IV/(I*12.5)]
21.45%
20.15%
VI
Tier 1 capital ratio
20.87%
19.14%
1) Including profits allocated to own funds pursuant to EBA guidelines.
Pursuant to the Bank’s disclosure strategy, details about the level of own funds and capital requirements are presented in the separate report on the
capital adequacy of Santander Bank Polska Group. Information on Capital Adequacy of Santander Bank Polska Group as at 31 December 2025.
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Internal capital
Notwithstanding the regulatory methods for measuring capital requirements, Santander Bank Polska S.A. carries out an independent assessment of
current and future capital adequacy as part of the internal capital adequacy assessment process (ICAAP). The purpose of the process is to ensure that the
level and nature of own funds guarantee the solvency and stability of the Bank’s and the Group’s operations.
The capital adequacy assessment is one of the fundamental elements of the Bank’s strategy, the process of defining risk appetite and the process of
planning.
In the ICAAP, the Group uses a statistical approach to estimate losses for measurable risks (e.g. credit risk and market risk) and carries out qualitative
assessment of other material risks not covered by the model (e.g. reputational risk and compliance risk).
The internal capital for credit risk is estimated on the basis of risk parameters including the probability of default (PD) by Santander Bank Polska S.A.
customers and the loss given default (LGD).
The Group performs an internal assessment of capital requirements, also under stressed conditions, taking into account different macroeconomic
scenarios.
Internal capital estimation models are assessed and reviewed annually to adjust them to the scale and profile of the business of Santander Bank Polska
S.A. and to take account of any new risks and the management’s judgement.
The review and assessment is the responsibility of the Bank’s risk management committees, including: the Capital Committee and the Model Risk
Management Committee.
Subordinated liabilities
Information on bond issue
Date of KNF consent
to allocate the bonds to Tier 2
capital
Nominal value of the
bonds allocated to
subordinated liabilities
Issue of subordinated bonds of Santander Bank Polska S.A. on 22 May 2017
19.10.2017
EUR 137.1m
Issue of series F subordinated bonds of Santander Bank Polska S.A. on 5 April 2018
12.06.2018
PLN 1bn
The information on subordinated liabilities is also provided in Note 34 to the Consolidated Financial Statements of Santander Bank Polska Group for 2025.
10. Cooperation with financial institutions in terms of capital optimisation
Cooperation with international financial institutions
In 2025, the Group continued the cooperation with international financial institutions (such as European Investment Bank Group, European Bank for
Reconstruction and Development, Council of Europe Development Bank, World Bank Group) in terms of optimisation of the Group’s risk weighted assets,
including through securitisation and guarantees. This also includes effective allocation of equity released to support customers from the SME and Midcap
segment (as defined by the EU), less developed regions, and to finance environmental and social projects.
Santander Bank Polska Group may sign more agreements with international financial institutions in 2026 depending on market conditions, liquidity needs
and further optimisation of risk weighted assets.
Selected agreements
Securitisation transactions made by Santander Bank Polska S.A. in 2025
On 26 June 2025, Santander Bank Polska S.A. entered into a synthetic securitisation transaction on a corporate loans portfolio with a total nominal value
of PLN 4 182.5 bn. The securitised portfolio was divided into three tranches, determining the order of credit loss allocation: senior (91.5% of the portfolio),
mezzanine (7.65% of the portfolio) and first loss tranches (0.85% of the portfolio). The junior tranche and senior tranche were acquired by Santander
Bank Polska S.A. The mezzanine tranche was acquired in full by external investors. As part of the transaction, Santander Bank Polska S.A. obtained credit
risk protection in a synthetic form in relation to the exposures from the portfolio, in the form of funded credit linked notes (“CLNs”) issued directly by
Santander Bank Polska S.A. The CLNs cover losses on the securitisation portfolio in the amount of the mezzanine tranche. The requirement to maintain a
significant net economic share is met by retaining randomly selected eligible exposures representing at least 5% of the nominal value of the securitised
loans.
On 9 December 2025, Santander Bank Polska S.A. entered into a synthetic securitisation transaction in respect of the cash loan portfolio with a total
nominal value of PLN 3,961.2m. The securitised portfolio was divided into three tranches corresponding to the sequence of allocation of credit losses.
The junior and senior tranches were acquired by the Bank. The mezzanine tranche was acquired in full by external investors. As part of the transaction,
Santander Bank Polska S.A. obtained synthetic credit risk protection on the portfolio exposures through funded credit-linked notes (“CLNs”) issued directly
by Santander Bank Polska S.A. The CLNs cover losses on the securitisation portfolio in the amount of the mezzanine tranche. The securitisation transaction
carried out by the Bank is designed to reduce credit risk and release part of the capital.
Management Board Report on Santander Bank Polska Group Performance in 2025
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135
XII. Statement on Corporate Governance
in 2025
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
136
Contents
Statement on Corporate Governance in 2025 137
1. Corporate governance at Santander Bank Polska S.A. 137
Best Practice for GPW Listed Companies 2021 138
Principles of Corporate Governance for Supervised Institutions 142
Recommendation Z of the Polish Financial Supervision Authority (KNF) on corporate governance in banks 144
Code of Banking Ethics 146
Internal regulations 146
2. Issuer’s securities 147
Structure of Share Capital 147
Rights and Restrictions Attached to the Issuer’s Securities 147
Planned share buyback in relation to Incentive Plan VII 148
3. Rules for amending the Statutes 148
4. Governing bodies 150
General Meetings of Shareholders 150
Supervisory Board 152
Audit and Compliance Committee 163
Risk Committee 165
Nominations Committee 166
Remuneration Committee 167
Management Board 168
5. Remuneration policy 176
Remuneration of Management and Supervisory Boards 176
Remuneration of Supervisory Board members 176
Remuneration of Management Board members 177
Incentive Plan VII 179
Bank’s shares held by Supervisory and Management Board members 181
6. Other transactions with the Bank’s executives 182
7. Diversity policy 182
Foundations of the diversity management approach 182
Diversity policy regarding the governing bodies 182
8. Internal control and risk management systems for financial reporting 185
Objective of the internal control system 185
Organisation and operation of the internal control system 185
Control mechanisms related to financial reporting 186
9. External auditor 187
Entity authorised to audit financial statements and provide assurance on sustainability statements 187
Selection of external auditor 188
Permitted non-audit services 188
Remuneration of external auditor 189
Management Board Report on Santander Bank Polska Group Performance in 2025.
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137
Statement on Corporate Governance in 2025
1. Corporate governance at Santander Bank Polska S.A.
Corporate governance sets out the rules for operation of the governing bodies, systems and processes at Santander Bank Polska S.A. Its objective is to
build good relationships with shareholders, customers and other stakeholders, and to increase effectiveness of internal oversight, key internal systems
and functions as well as statutory bodies. The corporate governance principles adopted by the Bank focus on professionalism and integrity of members
of the management and supervisory bodies, transparency and due care, which helps build trust in Santander Bank Polska Group, supports sustainable
development and increases credibility of the capital market in Poland.
The Bank’s corporate governance framework is based on applicable laws (in particular the Commercial Companies Code, the Banking Law Act and capital
market regulations) as well as the rules set out in Best Practice for GPW Listed Companies 2021, Principles of Corporate Governance for Supervised
Institutions issued by the Polish Financial Supervision Authority (KNF) and the Code of Banking Ethics. Since 1 January 2022, the Bank has complied with
Recommendation Z on internal governance in banks issued by the Polish Financial Supervision Authority (KNF).
In 2025, Santander Bank Polska S.A. adhered to all the rules set out in the Best Practice for GPW Listed Companies 2021 adopted by virtue of Resolution
no. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange dated 29 March 2021.
Furthermore, the Bank applied all Principles of Corporate Governance for Supervised Institutions issued by the KNF on 22 July 2014.
In the reporting period, no departures from the above-mentioned regulations were reported.
The Bank has complied with the official corporate governance principles since 2002 when the first issue of best practice was published by the Warsaw
Stock Exchange (Best Practice for Public Companies 2002). It also follows best sector practice contained in the Banking Ethics Code developed by the
Polish Bank Association (ZBP).
The Bank has also adopted the following internal regulations which specify corporate governance rules in more detail: Internal Governance Rules of
Santander Bank Polska S.A., Corporate Governance Rules of Santander Bank Polska Group, the General Code of Conduct and specific bylaws and policies
e.g. the Disclosure Policy, the Conflict of Interest Prevention Policy, the Code of Conduct in the Securities Markets, the Anti-Money Laundering Policy,
the Anti-Corruption Programme and the Sustainability Policy, the Code of Conduct in the Securities Markets, the Anti-Money Laundering Policy, the Anti-
Bribery and Corruption Policy, the Responsible Banking Model and the Responsible Banking and Sustainability Policy.
This Statement on corporate governance in 2025 has been prepared in accordance with § 72(7)(5) of the Finance Minister’s Regulation of 6 June 2025 on
current and financial reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of a non-
member state.
In accordance with Commission Recommendation of 9 April 2014 on the quality of corporate governance reporting (2014/208/EU), the section below
presents details on application of corporate governance rules regarding the topics of most importance for shareholders.
While this Statement focuses on developments from 2025, it also presents material corporate governance information related to the changes in the
Bank’s shareholding structure on 9 January 2026 (i.e. after Erste Group Bank AG based in Vienna purchased approx. a 49% stake in the Bank from Banco
Santander, S.A.). It includes information about changes in the shareholding structure (Part 2 “Issuer’s securities”) and in the composition of the
Supervisory Board as well as details on the new members of the Supervisory Board appointed by the Extraordinary General Meeting on 22 January 2026
(Part 4 “Governing bodies”), or information about amendments to the Bank’s Statutes “introduced to change the Bank’s name to Erste Bank Polska S.A.
(Part 3 „Rules for amending the Statutes”).
The Bank is aware that Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023 supplementing Directive 2013/34/EU of the European
Parliament and of the Council as regards sustainability reporting standards (ESRS Regulation) also introduces corporate governance standards. The Bank’s
performance of these requirements is described in Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2025”, in
section 1. General disclosure 1.3. Corporate governance. For the reader’s convenience, we have listed below the page numbers for relevant sections of
the “Consolidated sustainability statement of Santander Bank Polska Group for 2025” that contain the said information:
→ Disclosure Requirement GOV-1 – The role of the administrative, management and supervisory bodies – from page 220.
→ Disclosure Requirement GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management
and supervisory bodies – from page 221.
→ Disclosure Requirement GOV-3 – Integration of sustainability-related performance in incentive schemes – from page 225.
Management Board Report on Santander Bank Polska Group Performance in 2025.
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138
Best Practice for GPW Listed Companies 2021
The Best Practice for GPW Listed Companies 2021 effective as of 1 July 2021 was adopted by virtue of Resolution no. 13/1834/2021 of the Supervisory
Board of the Warsaw Stock Exchange dated 29 March 2021. The full text is available on the website of the Warsaw Stock Exchange at:
https://www.gpw.pl/pub/GPW/files/PDF/dobre_praktyki/en/DPSN2021_EN.pdf
The above version of best practice was adopted by the Bank by way of Management Board Resolution no. 160/2021 of 21 July 2021, Supervisory Board
Resolution no. 108/2021 of 27 July 2022 and Resolution no. 33 of the Annual General Meeting of 27 April 2022.On 29 July 2021, the Bank published a
report on application of the rules set out in Best Practice for GPW Listed Companies 2021. In the report, the Bank indicated that it acted in compliance
with all applicable rules. The report is available on the website of Santander Bank Polska S.A. at:
https://www.santander.pl/regulation_file_server/time20210729112136/download?id=163350&lang=en_US
The Bank has been strictly following all these rules since the publication of the report.
In 2025, the Bank adhered to all rules set out in the Best Practice for GPW Listed Companies 2021. The table below describes the adherence to the
above-mentioned principles in terms of the aspects that are of key importance to the Bank’s shareholders.
Chapter
Important aspects of application of Best Practice for GPW Listed Companies 2021
Disclosure
policy, investor
communications
(Chapter 1)
The Bank has an effective and transparent disclosure policy in place in relation to shareholders, investors and analysts, which
is supported by modern communication tools. Pursuant to the Disclosure Policy of Santander Bank Polska S.A. (available on the
Bank’s website: Corporate documents - Investor Relations (SANPL) - Santander), the Bank actively communicates with its
stakeholders in order to meet their information needs, with particular activities adjusted to their profile.
The communication with capital market participants is based on the following rules:
Periodic reports (including information about the Bank’s sponsorship and corporate giving activities) are published at the
earliest possible date following the end of the reporting period. The market is informed in advance, via current reports,
about the planned dates of publishing reports.
Current reports providing information required by applicable laws are published at the dates specified therein.
Each year, the Bank organises four conferences to present analysts, investors and all the interested parties with quarterly
figures. They are broadcast online in Polish and English. To the extent permitted by law, the Bank answers questions asked
during the conferences and sent by email to the email address of the Investor Relations Director (available on the Bank’s
Investor Relations website Investor Relations - Home page (SANPL) - Santander).
The corporate website is available in Polish and English at:www.santander.pl and includes the Investor Relations tab with
all the information required to be published in accordance with law and Best Practice for GPW Listed Companies 2021.
The Bank also has a website dedicated to General Meetings, which is available at General Meetings - Investor relations
(SANPL) - Santander.
As part of open communication with the shareholders, the Bank (acting through the representatives of its governing
bodies) provides them with all answers and explanations, ensures the possibility to participate in the general meetings by
means of electronic communication and enables media representatives to join such meetings.
The Bank promptly replies to any questions about the published information, and in the case of questions from investors
concerning unpublished data, the Bank takes efforts to reply as soon as possible and no later than within 14 days (in
accordance with laws and market standards).
The Bank participates in investor conferences organised by Polish and foreign brokerage companies.
The Bank publishes its financial results achieved in a given reporting period before the deadlines prescribed by law, being
one of the leaders in this respect among the companies listed on the Warsaw Stock Exchange.
The Bank’s Investor Relations service (Investor Relations – Homepage (SANPL) – Santander) includes a section dedicated
to Best Practice for GPW Listed Companies, which contains all the required information such as: report on application of
Best Practice for GPW Listed Companies 2021, information about the Supervisory Board committees and their composition
and terms of reference, information about changes in the share capital and transactions in shares, information about
incentive plans, dividend policy, questions asked by investors (along with answers), information about pay equality
between men and women (including measures taken to eliminate any gaps), the Group’s structure, schedule of corporate
events, information about shareholders, statement on non-financial information, information about the Diversity Policy,
information about members of the Bank’s governing bodies and the General Meetings, basic corporate documents,
financial statements (including presentations), development strategy, recommendations and analyses of rating agencies,
current reports, records of meetings with investors, channels of communication between investors and the Bank, and
information about mergers and acquisitions.
On its website, the Bank publishes information about its strategy, including strategic directions and objectives, results of
actions taken to implement the strategy as well as financial and non-financial metrics.
The Bank’s strategy addresses ESG aspects, both environmental protection and social and employee matters, defining
precise metrics and taking into account sustainable development. The Bank publishes annual Consolidated sustainability
statements as part of Management Board Reports on its corporate website.
For 2024–2026, the Bank's Management Board adopted the “We Help You Achieve More” strategy. It is based on the purpose:
“To help customers and employees prosper” and three strategic directions: Total Experience, Total Digitalisation and Total
Responsibility. Sustainability is addressed in the Bank’s strategy, in particular the Total Responsibility strategic direction which
defines the Bank’s ESG objectives and ambitions. The strategy is published on the Bank’s corporate website (Development
strategy - Santander).
Environmental protection and climate issues are some of the key areas of Total Responsibility. As part of the above direction,
the Bank defined strategic goals for the transformation of the Bank and its customers: being a role model in terms of
sustainable development and transition, supporting and advising customers on green transition, building a business network,
i.e. finding trusted partners and helping them arrange finance. Targets and metrics are described in detail in Chapter XIII
“Consolidated sustainability statement of Santander Bank Polska Group for 2025” (from page 228). They cover such issues as:
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139
reduction of own emissions by increasing energy efficiency, purchase of energy from renewable sources, integration of
environmental risks in the business model, analysis of portfolio emissions and definition of decarbonisation levers, raising
employees’ awareness of green finance, identification of ESG risks and prevention of greenwashing, development of transition-
related products and provision of advisory services in relation to all business segments, volumes of green finance compliant
with the internal Sustainability Finance and Investment Classification System.
Social and employee issues are reflected in the following strategic directions: Total Experience and Total Responsibility. The
Bank’s ambition as part of the Total Responsibility direction is to support society through education, social investments and
prevention of financial and digital exclusion. The Bank promotes equality and diversity among employees and ensures a high
level of cybersecurity.
The Total Experience direction defines the Bank’s ambition to have a unique corporate culture where customer experience and
employee experience are equally important. The Bank always takes into account employee perspective when designing
solutions for customers. We care about work-life balance, competitive remuneration and physical and mental wellbeing of our
employees. The Bank strengthens its corporate culture based on cooperation, trust, diversity, empowerment and continuous
development. It builds the culture of cooperation in the spirit of One Team, placing emphasis on experimentation and
continuous improvement. We support leadership as the key element in building a human-centred organisation. The metrics
used to monitor the effectiveness of measures taken to ensure gender equality include: the number of women holding top
executive positions (%), equal pay gap (%) and gender pay gap (%). The Bank’s equal pay index is published on the site
dedicated to the Best Practice: Best practice - Santander. In 2025, the index was at 100.12%. Target measurements are
presented in detail in Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2025”
(from page 273).
The principles of equal treatment, prevention of discrimination and ensuring decent working conditions are the basis of the
Bank’s corporate culture. They are described in the Responsible Banking and Sustainability Policy, Respect and Dignity Policy,
and Corporate Culture Policy of Santander Bank Polska Group (policies are available on the website at: ESG-related policies -
Santander ESG Service).
The Bank has held regular dialogue sessions since 2014. They are organised in accordance with the AA1000SES standard and
attended by representatives of the Bank’s social and business partners. The purpose of the sessions is to gather the participants’
feedback and learn their expectations with regard to the Bank’s responsible banking agenda. The Bank carefully listens to
suggestions made by its stakeholders. They are analysed and taken into account when implementing the Bank’s strategy, in
planning processes and in non-financial reporting. The last dialogue sessions were held in 2024 as part of the double materiality
assessment in the banking sector (for more information, please see: Santander ESG Report 2024).
The Bank is committed to ensuring positive banking experience for all customers and takes efforts to improve customer
satisfaction with products and services. All products and services are designed and implemented taking into account the
customer’s perspective.
Each year, the Bank publishes a list of expenses incurred by the Group to support culture, sports, charity organisations, media
and civil society organisations – they are presented under this table.
The Bank’s disclosure policy concerning investor relations is described in more detail in Section 7 “Investor relations”. For more
information about the arrangements facilitating communication with shareholders, see “General Meeting” below (Part 4
“Governing bodies”).
Management
Board,
Supervisory
Board
(Chapter 2)
All members of the Bank’s Management Board and the Supervisory Board have appropriate knowledge, experience and skills
to duly perform their duties. Detailed information about their qualifications is presented in the later part of this statement (Part
4 “Governing bodies”, Sections: “Management Board” and “Supervisory Board”).
The Bank has a diversity policy in place. It promotes diversity among members of the Management Board and the Supervisory
Board in terms of their qualities and skills, gender, educational background, expertise, age, professional experience and
geographical provenance. In 2025, the representation of women on the Management Board reached 33%. In 2025, the
representation of women on the Supervisory Board reached 40% (for more details, please see Part 4 “Governing bodies” and
Part 7 “Diversity policy”).
The independence criteria (specified in the Act on statutory auditors, audit firms and public oversight, Commission
Recommendation 2005/162/EC of 15 February 2005, and additional criteria stipulated in the Bank’s Statutes as agreed with
the KNF) are met by five of ten members of the Supervisory Board, who do not have actual or material connections with a
shareholder holding at least 5% of total voting power at the Bank’s General Meeting. The Chairman and all members of the
Audit and Compliance Committee met these criteria in 2025. The criterion that half of the Supervisory Board members should
have independent status is critical to the shareholders, including the minority ones. For more information about the
composition of the Supervisory Board and its changes as well as for details on its members who meet the independence criteria,
please see Section 7 “Governing bodies”.
Members of the Management Board and the Supervisory Board commit sufficient time to perform their duties. The functions
performed on the Bank’s Management Board are the main area of the professional activity of its members, some of whom also
sit on the supervisory boards of the Bank’s subsidiaries, which facilitates oversight and operation of the Group as a whole.
Management Board members may perform roles on the boards of entities outside Santander Bank Polska Group exclusively
with the consent of the Supervisory Board.
The Supervisory Board exercises an effective oversight of the Bank’s operations, verifies the activities of the Management Board
in terms of delivery of the strategic objectives and monitors the Bank’s performance. The Management Board provides the
Supervisory Board with access to information about matters related to the Bank as well as relevant resources and opportunity
to use independent, professional advisory services if need be. The Supervisory Board provides the General Meeting with the
Report on the Supervisory Board’s activity, which includes detailed information about supervisory activities as well as the
assessment of the Bank’s position, internal control system, assessment of the remuneration policy, assessment of the Bank’s
performance of its information obligations and the sponsorship and corporate giving policy.
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Systems
and internal
functions
(Chapter 3)
The Bank has an effective internal control, risk management and compliance system in place, as well as an effective internal
audit function adequate to the size of the Bank and the type and scale of its operations. Their effectiveness is monitored and
assessed by the Supervisory Board in coordination with the Audit and Compliance Committee.
The Bank’s organisational structure includes units responsible for the tasks of individual systems and functions.
The Head of the Internal Audit Area adheres to international standards for the professional practice of internal auditing and
reports directly to the President of the Management Board, with a dotted reporting line to the Chairman of the Audit and
Compliance Committee.
Remuneration payable to persons responsible for risk management and compliance and the Head of the Internal Audit Area
depends on the delivery of the tasks set rather than short-term results of the Bank.
The head of the compliance function is the Head of the Compliance Area who reports directly to the member of the
Management Board in charge of the Legal and Compliance Division. The Risk Management Division is headed by the Vice
President of the Management Board.
The internal audit function meets the international standards for the professional practice of internal auditing. There are
adequate policies and practices in place to monitor the quality of internal audit work as part of the Quality Assurance and
Improvement Programme (QAIP) that are compatible with professional standards and the approved methodology. In 2025, the
quality assurance report was presented to the Bank’s Management Board, the Audit & Compliance Committee and the
Supervisory Board. Moreover, the internal audit function’s operations are verified as part of independent third-party
assessment at least once every five years. The last assessment was carried out in June 2024 by the Institute of Internal Auditors.
The overall opinion was that the Internal Audit Function at Santander Bank Polska S.A. “Generally Conforms” with the Standards
and Code of Ethics of the Institute of Internal Auditors. Commendable aspects included: (i) a high regard for the professionalism
and skills of the Internal Audit function at Santander Bank Polska; (ii) the Internal Audit staff’s strong commitment; (iii) an
effective skills matrix, incorporated into the internal audit strategy.
General
Meeting,
shareholder
relations
(Chapter 4)
Annual General Meetings are convened as soon as possible after the publication of an annual report at the date set in keeping
with the applicable legislation. In 2025, the Annual General Meeting was held on 15 April.
When selecting the venue for the General Meeting, the Bank enables the participation of the largest-possible number of
shareholders (the General Meetings of the Bank are held in Warsaw).
Since 2011, the Bank’s shareholders can participate in General Meetings by means of electronic communication channels
(e-meetings) and exercise their rights from anywhere in the world. General Meetings are broadcast live on the Bank’s website.
The representatives of media can participate in General Meetings.
To help shareholders make informed voting decisions, on the date of the notice of the General Meeting the Bank publishes
justifications of all resolutions (except for points of order and where justification follows from the materials submitted to the
General Meeting) together with their drafts on a dedicated website (General Meetings - Investor relations (SANPL) - Santander).
The materials to be considered by the General Meeting are presented in a manner convenient to the shareholders.
In the case of resolutions requested by a shareholder to be included on the agenda, justifications are published immediately
after receiving the shareholder's request (in the case of requests made in the course of the General Meeting, the justification is
presented to shareholders prior to adopting a resolution). Additionally, members of the Bank’s governing bodies provide verbal
information prior to the vote on the matter if it is required so to consider the matter properly. The Bank takes efforts to ensure
that draft resolutions are submitted no later than three days before the General Meeting. As regards the Annual General
Meeting held on 15 April 2025 and the Extraordinary General Meeting held on 22 January 2026, all draft resolutions and other
required information were published on the Bank’s website 26 days before the scheduled date of the Meeting, so that the
shareholders were able to read these documents in advance.
The General Meeting should be attended by members of the Management Board and the Supervisory Board who will be able
to give substantive answers to questions asked during the meeting.
Answers to shareholders’ questions are provided in line with the applicable legislation within the set time limits.
The Bank strives to distribute profit to the shareholders in accordance with the dividend policy and the KNF recommendations.
Pursuant to Resolution no. 6 of 15 April 2025, the Annual General Meeting allocated approx. PLN 4.7bn (i.e. 91.7%) of the
Bank’s net profit for 2024 to the dividend for the shareholders. The dividend paid out in 2025 totalled PLN 46.37 per share
(vs. PLN 44.63 paid in 2024). For several years now, the Bank has been paying dividend in excess of 90% of the profit for the
previous year.
Conflict of
interest, related
party
transactions
(Chapter 5)
The Bank and its subsidiaries have transparent procedures in place for managing conflicts of interest. They are described in the
General Code of Conduct and the Conflict of Interest Prevention Policy as well as policies applicable in individual companies.
They specify the criteria and circumstances in which a potential conflict of interest may arise and procedures to be followed in
such cases. They also define ways to prevent, identify and resolve conflicts of interest.
Members of the Management Board and the Supervisory Board refrain from professional activities which might cause a conflict
of interest. They must not participate in decision-making if there is an actual or potential conflict of interest. They must also
inform the Bank about such situations. Potential conflicts of interest involving members of the Management Board and the
Supervisory Board are also considered when assessing the suitability of candidates for these bodies and as part of ongoing
suitability assessments.
The Bank ensures equal treatment of customers and suppliers. No shareholder has preference over other shareholders in
related party transactions.
Transactions with related parties are made in accordance with the Bank’s internal regulations and market standards. Approval
from the Supervisory Board is required if: transactions with related parties exceed 5% of the Bank’s total assets, transactions
with a single entity during the accounting year exceed PLN 50,000,000 or if transactions exceed the PLN equivalent of EUR
4,000,000 (if applicable by law).
The Supervisory Board may seek external expert advice when making a valuation and analysing economic effects of related
party transactions. If the transaction requires the approval of the General Meeting, the Supervisory Board assesses the need
for seeking such advice.
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Expenses incurred by Santander Bank Polska S.A on social projects and other non-core activities
Expenses of Santander Bank Polska Group on
non-core activities (PLNk)
2025
2024
Education,  including:
5,098
6,367.3
– Financial education
1,685.4
1,342.7
– Climate education
46.2
9.8
Sports
2,186.2
3,795.3
Culture
5,986.0
6,010.9
Environmental protection
235
255.8
Charity events and  statutory activities of foundations/associations,  including:
1,707.6
4,917.5
– “We Will Double Your Impact” | “We Multiply the Good” fundraiser
-
2,028.5
Industry conferences and events
5,313.7
3,901.3
Total
20,526.5
25,248.1
Remuneration
(Chapter 6)
The Bank’s Remuneration Policy meets all the requirements prescribed by law and supports the Group’s growth and security.
It complies with the principles of sound and effective risk management, prudent capital management, and it is consistent with
the Bank’s business strategy, objectives, values and long-term interests.
The Bank ensures the stability of its management team through such measures as transparent, fair, consistent and non-
discriminatory terms of remuneration.
The remuneration of members of the Management Board and the Supervisory Board and key managers is sufficient to attract,
retain and motivate persons with skills necessary for proper management and supervision of the Bank. The remuneration
structure fully reflects market practices while the remuneration levels match the ones offered in the banking sector, taking into
account the size of business. Remuneration is adequate to the scope of tasks performed.
In the case of the incentive plan introduced under the resolution of the Annual General Meeting of 27 April 2022, the level of
remuneration depends on financial and non-financial performance in the long term (PAT, ROTE, NPS), including sustainability
factors (delivery of ESG objectives).
The remuneration of Supervisory Board members does not depend on the Bank’s results. The Supervisory Board members
receive fixed monthly remuneration irrespective of the number of Supervisory Board meetings held. Supervisory Board
members receive additional remuneration for work on the Supervisory Board committees.
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Principles of Corporate Governance for Supervised Institutions
Santander Bank Polska S.A. abides by the Principles of Corporate Governance for Supervised Institutions as published by the KNF on 22 July 2014. The
document describes internal and external relations of supervised institutions, including relations with shareholders and customers, their organisation,
internal oversight framework and key internal systems and functions, as well as statutory bodies and the rules of their cooperation. The document is
available on the KNF website at:
https://www.knf.gov.pl/knf/en/komponenty/img/principles_of_corporate_governance_39736.pdf
and on the Bank’s website at:
https://www.santander.pl/regulation_file_server/time20210921080902/download?id=163475&lang=en_US
The Principles of Corporate Governance for Supervised Institutions were approved for full application in Santander Bank Polska S.A. starting from 1
January 2015 by force of Management Board resolution no. 116/2014 of 9 October 2014 and Supervisory Board Resolution no. 58/2014 of 17 December
2014. Then, the Principles were approved by the General Meeting of Santander Bank Polska S.A. on 23 April 2015.
In 2025, the Bank adhered to all rules set out in the “Principles of Corporate Governance for Supervised Institutions”. The table below describes the
adherence to the above-mentioned principles in terms of the aspects that are of key importance to the Bank’s shareholders.
Chapter
Important aspects of application of the Principles of Corporate Governance for Supervised Institutions
Organisation
and
organisational
structure
(Chapter 1)
The organisation of the Bank facilitates the delivery of long-term objectives, among other things by combining strategic
planning with analysis of the required resources. The Bank sets its strategic objectives taking into account the character and
scale of business activity in its strategy approved by the Management Board and the Supervisory Board.
The Bank has a transparent and appropriate organisational structure with functions assigned to organisational and tasks
clearly allocated to Management Board members, head office units, branches and specific groups of positions. The
effectiveness of the Bank’s structure is analysed on an ongoing basis, taking into account market trends and benchmark data.
The Bank’s structure is available at: https://www.santander.pl/en/investor-relations/about-company/authorities
The organisation of the Bank makes it possible to change priorities as part of quarterly planning and business review, taking
into account the analysis of business risks it is exposed to. Furthermore, the Bank has clear procedures to be followed in a
special situation, i.e. in case of significant deterioration of its financial position or occurrence of operational events that disrupt
or prevent the Bank from conducting its business activity. The Bank also has business continuity plans to minimise losses and
ensure continuity of operations if special situations materialise.
The Bank complies with law and supervisory and regulatory recommendations and has specialised units (Legal Area,
Compliance Area) which support the Bank in adhering to regulations and monitor the performance of the Bank’s obligations in
this respect. The Bank’s internal control system is effective and efficient. Its objective is to ensure the Bank’s compliance with
law and risk management rules, reliability of financial reporting and effectiveness of the Bank’s operations. The Bank’s
employees may anonymously report breaches using the whistleblowing channels available at the Bank without fear of
retaliation from managers or colleagues. The effectiveness of the procedure for anonymous reporting of breaches is assessed
at least once a year by the Supervisory Board.
Relations with
supervised
institution's
shareholders
(Chapter 2)
The Bank conducts its activity taking into account the interests of all stakeholders as long as they are not contrary to the
interests of the Bank. To that end, the Bank has adopted detailed guidelines setting out rules of conduct and principles for
preventing conflicts of interest.
The Bank provides its shareholders with appropriate access to information and facilitates their participation in General
Meetings, as described in detail in the section that discusses the material aspects of application of the Best Practice for GPW
Listed Companies 2021 set out in section 4 “ General Meeting, shareholder relations”.
By exercising oversight, the shareholders contribute to effective and proper functioning of the Management Board and
Supervisory Board. Entities connected with members of the Management Board are not represented in the Supervisory Board.
The efficiency of internal governance is not affected in situations where the same person acts as a shareholder and a senior
executive at the same time. 50% of the Supervisory Board members meet the independence criterion, which prevents
worsening of the effectiveness of the shareholder oversight.
The Bank’s shareholders do not hold any individual or other specific rights. Each share of the Bank gives one vote at the General
Meeting.
Transactions with related parties are made in line with legal and tax requirements. The Bank has relevant internal policies in
place, ensuring that such transactions are made in the interest of the Bank, are transparent and comply with market standards.
The purpose of the Bank’s dividend policy is to ensure stable profit distribution in the long term and optimal capital structure
of the Bank and Santander Bank Polska Group. The Bank’s Management Board recommends payment of dividend by way of a
resolution, taking into account prudent management and capital surplus over the acceptable capital ratios, as well as laws and
recommendations and individual guidance issued by the supervisory authority (KNF).
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
143
Management
body
(Chapter 3)
The Bank is managed by the Management Board which is a collective body. All members of the Management Board meet the
criteria arising from law, best practice, regulatory recommendations and principles of corporate governance for supervised
institutions, giving assurance of proper performance of their duties. It is verified by the Nominations Committee and the
Supervisory Board as part of suitability assessment conducted before the appointment of the Management Board members
and periodically (at least annually).
The Management Board is the only body with the authorisation and duty to manage the Bank’s operations. While pursuing the
adopted strategy, the Management Board is guided by safety of the Bank, applicable law, recommendations of supervisors
and internal regulations of the Bank.
Members of the Management Board are collectively responsible for decisions which are within its remit, irrespective of the
internal of responsibility for particular areas. The internal division of powers among Management Board members is
transparent and covers all operational areas of the Bank. It is based on the organisational structure and adopted in the form of
the Management Board resolution approved by the Supervisory Board.
None of the Management Board members conducts an activity which could lead to a conflict of interest or adversely affect his
or her reputation as a member of the Management Board. Functions performed on the Management Board are their main area
of professional activity, which ensures that they commit relevant time and effort to their responsibilities.
There is a succession plan for Management Board members, approved by the Supervisory Board, which enables their
immediate replacement (if need be).
Supervisory
body
(Chapter 4)
The Bank is supervised by the Supervisory Board. All members of the Supervisory Board meet the criteria arising from law,
best practice, regulatory recommendations and principles of corporate governance for supervised institutions, giving
assurance of proper performance of their duties. It is verified by the Nominations Committee as part of suitability assessment
conducted before appointment of the Supervisory Board members and periodically (at least annually). The suitability
assessment is submitted to the General Meeting for approval.
The composition of the Supervisory Board ensures an appropriate number of persons who speak Polish (six out of ten
members) and have appropriate experience and knowledge of the Polish financial market (six out of ten members). The
Supervisory Board members who do not speak Polish use the assistance of interpreters and documentation translated into
English. Half of the members of the Supervisory Board have independent status (the independence criteria arise from the Act
on statutory auditors, audit firms and public oversight, and they include in particular no direct or indirect connections with the
Bank, members of the governing bodies, major shareholders and their connected entities).
As part of its tasks described in its Terms of Reference, the Audit and Compliance Committee monitors the performance of
financial audit activities and agrees the rules of conducting these activities, including their proposed plan. The co-operation of
the Audit and Compliance Committee and of the Supervisory Board with the external auditor is documented in the reports and
letters addressed to these bodies and in the minutes of their meetings.
Members of the Supervisory Board actively perform their functions and are sufficiently engaged in the work of the Supervisory
Board, as demonstrated e.g. by high attendance at the meetings in 2025.All members of the Supervisory Board give assurance
of proper performance of their duties. Specifically, all members of the Supervisory Board meet the criteria set out in Article
22aa of the Banking Law Act related to the maximum number of functions performed.
The Supervisory Board exercises ongoing oversight of the Bank’s operations and takes preventive and remedial measures. The
Supervisory Board receives reports on all areas of the Bank’s operations, including reports on the delivery of strategic
objectives, significant changes in the level of risk or materialisation of significant risks as well as on financial reporting and the
accounting policy.
There is a succession plan for Supervisory Board members which enables their immediate replacement (if need be).
Each year, the Supervisory Board assesses compliance with the Principles of Corporate Governance for Supervised Institutions
and Best Practice for GPW Listed Companies 2021. A relevant statement in this respect is an element of the report on the
Supervisory Board’s activities and is available on the website at: Best practice - Santander
Remuneration
policy
(Chapter 5)
The rules regarding remuneration for members of the Management Board and the Supervisory Board are set out in the
Remuneration Policy for Members of the Management Board of Santander Bank Polska S.A. and in the Remuneration Policy
for Members of the Supervisory Board of Santander Bank Polska Group approved by the General Meeting.
The remuneration policy takes into account the Bank’s financial position and payment of variable remuneration depends on
the achievement of specific financial and non-financial objectives by the Bank.
The Supervisory Board oversees the remuneration policy, including verification of the criteria for payment of variable
components of remuneration. The Supervisory Board submits an annual report on the remuneration policy to the General
Meeting, indicating whether the policy supports the Bank’s growth and security.
The remuneration of the Management Board members is set by the Supervisory Board and the remuneration of the Supervisory
Board members is set by the General Meeting, considering the functions performed and the scale of the Bank’s business. The
Supervisory Board members who sit on committees are remunerated for additional tasks performed.
Remuneration regulations for key function holders (other than Management Board members) are adopted and supervised by
the Management Board.
Variable remuneration is awarded to Management Board members based on the evaluation of their performance. Variable
remuneration for the Bank’s Management Board members and key managers depends on the percentage assessment of the
company’s long-term financial position, long-term growth in shareholder value, stability of the company’s operations, and risk
appetite.
Members of the Bank’s Management Board do not receive remuneration for performing duties of supervisory board members
in the companies to which they have been designated by the Bank.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
144
Recommendation Z of the Polish Financial Supervision Authority (KNF) on corporate governance in
banks
Recommendation Z has been effective as of 1 January 2022. Recommendation Z is a set of best practice on internal governance for banks. It supplements,
refines and develops existing laws in this respect as well as KNF documents, in particular the Principles of Corporate Governance for Supervised
Institutions described above.
Pursuant to Recommendation Z, in May 2025 the Bank’s Management Board and Supervisory Board conducted an annual assessment of internal
governance in the Bank and Santander Bank Polska Group based on the dedicated “Methodology for the assessment of internal governance in Santander
Bank Polska S.A.” approved by the Supervisory Board. Findings from the assessment confirmed a very high level of internal governance both in the Bank
and in the Bank’s subsidiaries.
The section below presents the main aspects of application of Recommendation Z by the Bank. Recommendation Z is available on the KNF’s website at:
https://www.knf.gov.pl/knf/en/komponenty/img/principles_of_corporate_governance_39736.pdf
Disclosure policy
(Chapter 6)
The Bank has a disclosure policy in place, providing clear and reliable information to its shareholders, customers and other
stakeholders. The policy provides for active measures to be taken by the Bank to satisfy information requirements of its
stakeholders. The Bank communicates with capital market participants in a way that is adjusted to the needs of specific groups.
The Bank’s Disclosure Policy is available on the Bank’s website at: Corporate documents - Investor Relations (SANPL) -
Santander. Detailed information about its assumptions is presented above in the Chapter 1 “Disclosure policy, investor
communications” in the section on the application of Best Practice for GPW Listed Companies 2021.
Promotional
activities and
customer
relationships
(Chapter 7)
Customer focus and customer experience are among the Bank’s strategic priorities. The Bank’s Consumer Protection Policy
establishes the criteria for identification, organisation and protection of consumer rights in all activities of the Bank, including
as part of the use of customer-centric model of products and services, agreed rules for communication, complaints handling
and application of predefined control mechanisms.
When offering financial products and services, the Bank is focused on providing customers with accurate information and
meaningful explanations. Before entering into an agreement, customers receive necessary information about products and
services in due course. The Bank makes sure that documents provided to customers are made in plain language and are easy
to understand.
Customer complaints are handled by the Complaints Service Department and the Customer Care Office in accordance with
clear and transparent rules. They are also periodically analysed to identify causes and take remedial actions.
The Bank has formal rules in place with respect to marketing communication and advertising messages, ensuring that they
are accurate and not misleading and that they comply with applicable laws, principles of fair trade and good conduct.
Key internal
systems and
functions
(Chapter 8)
The Bank has an effective and appropriate internal control system in place that covers all levels of the Bank’s organisational
structure and is annually assessed by the Audit and Compliance Committee and the Supervisory Board.
The Bank ensures independence of the internal audit function and the compliance function. The Head of the Internal Audit Area
adheres to international standards for the professional practice of internal auditing and reports directly to the President of the
Management Board, with a dotted reporting line to the Chairman of the Audit and Compliance Committee. The head of the
compliance function (i.e. the Head of the Compliance Area) reports directly to the member of the Management Board in charge
of the Legal and Compliance Division. The Head of the Internal Audit Area and the head of the compliance function (i.e. the
Head of the Compliance Area) take part in all meetings of the Management Board, the Audit and Compliance Committee, the
Risk Committee and the Supervisory Board.
The Bank’s risk management system is organised according to the nature, scale and complexity of the business, taking into
account the strategic objectives, the risk management strategy and the risk appetite. It is assessed by the Risk Committee and
the Supervisory Board on an annual basis.
Exercise of
rights resulting
from assets
acquired at
customer's risk
(Chapter 9)
When buying assets at the customer’s risk, the Bank (Santander Brokerage Poland) executes the customer’s orders in line with
the terms and conditions and the general terms of providing services which include the principle of best execution (Best
Execution Policy). The decision-making process is duly documented.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
145
Chapter of Recommendation Z
Important aspects of application of Recommendation Z by Santander Bank Polska S.A.
A. General principles of
internal governance in the
Bank
The Bank has a transparent, effective and legally compliant internal governance framework, defined in the Bank’s
Statutes and the hierarchical system of internal regulations, i.e. internal governance rules, operational models,
policies, terms of reference, procedures, guidelines and other internal regulations. The Bank also ensures
appropriate internal governance across the Group and exercises effective shareholder oversight of its subsidiaries.
The said internal governance assessment methodology supports the Management Board and the Supervisory
Board in making that assessment and verifying if internal governance is adjusted to the changing situation in the
Bank and its external environment. The Supervisory Board assesses the Bank’s internal governance and its
implementation at least once a year. The detailed assessment criteria refer mainly to the financial performance
against the plans, the adopted strategy, capital requirements, and the suitability of Management Board members,
Supervisory Board members and key function holders in the Bank. Moreover, the overall assessment is affected
by the potential deficiencies of the internal governance identified by the Internal Audit Area, by the effectiveness
of controls forming the Control Function Matrix, and by potential deficiencies identified by the KNF during its
inspections. Issues related to cooperation with suppliers, the adequacy of and adherence to internal regulations,
changes in the Bank’s organisational structure and the Bank’s compliance with ethical and risk culture principles
have also been taken into account.
B. Rules of procedure,
powers, duties and
responsibilities of the
Supervisory Board members,
the Management Board
members and key function
holders in the Bank, their
mutual relations and
suitability
The Bank’s Management Board defines the mission, long-term plans and strategic objectives of the Bank.
The Bank provides the Supervisory Board with access to information, resources and support necessary to perform
its tasks.
The Bank has regulations in place governing the appointment and removal of members of the Management Board
and the Supervisory Board. The composition of the governing bodies takes into account the ownership structure,
business profile and business plans of the Bank.
Members of the Supervisory Board and the Management Board and key function holders at the Bank meet the
suitability requirements, i.e. they have the knowledge, skills and experience required to perform their functions
and can commit sufficient time to the performance of their duties (they meet the minimum time commitment).
At least once a year, the Bank assesses the suitability of all the persons mentioned above.
The Supervisory Board and the Management Board perform their tasks based on written terms of reference. The
General Meeting is informed about any amendments to the Terms of Reference of the Supervisory Board. The
appropriateness of internal regulations on the Supervisory Board and the Management Board operations as well
as effectiveness of these bodies are subject to regular assessment (in 2025, the Management Board self-assessed
its operations and presented the ensuing report to the Supervisory Board which approved these findings on 29
January 2025 and confirmed that the Management Board operated effectively and efficiently).
C. Rules of conduct and
conflicts of interest at the
Bank
The Bank adheres to ethical standards set out in the General Code of Conduct. The Code regulates basic standards
of behaviour and is an important element of the corporate culture. When making business decisions, the Bank is
guided not only by legal or regulatory requirements but also by ethical standards adopted by the organisation.
Those values are the foundation for building an effective internal governance framework in the Bank (the General
Code of Conduct is available on the Bank’s Investor Relations site, “Corporate documents” tab: Corporate
documents - Investor Relations (SANPL) - Santander). At least one a year, the Management Board verifies and
assesses the compliance with ethical standards and informs the Supervisory Board about the results.
The Bank has effective and transparent rules for managing conflicts of interest. The internal regulations in this
respect cover in particular relations, agreements and transactions with connected entities and between the Bank
and:
the Bank’s customers;
the Bank’s shareholders;
members of the Supervisory Board and the Management Board;
the Bank’s employees;
material suppliers and business partners;
other related parties than those listed above.
Prices of transactions made between the Bank and its connected entities must be made on an arm’s length basis.
Transactions are made upon the verification of conflicts of interest (even potential ones). Approval from the
Supervisory Board is required if: transactions with related parties exceed 5% of the Bank’s total assets,
transactions with a single entity during the accounting year exceed PLN 50,000,000 or if transactions exceed the
PLN equivalent of EUR 4,000,000 (if applicable under specific internal provisions).
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
146
Code of Banking Ethics
In addition to the foregoing corporate governance principles, Santander Bank Polska S.A. follows best sector practice established by the Polish Bank
Association (ZBP) in the Code of Banking Ethics adopted by the 25th General Meeting of ZBP dated 18 April 2013.
The Code of Banking Ethics is composed of two parts:
Code of Best Banking Practice – a set of rules to be followed by banks in their relations with customers, employees, business partners and competitors;
Bank Employee Code of Ethics – rules of conduct for bank employees.
The Code of Banking Ethics is available on the website of the Polish Bank Association at: https://www.zbp.pl/dla-bankow/rekomendacje
Internal regulations
The general corporate governance principles are described in detail in the Bank’s internal regulations.
The Internal Governance Rules of Santander Bank Polska S.A. define the key rules with regard to the management system, organisational structure,
internal and external relations, including relations with shareholders and customers, internal supervision and key internal systems and functions, as well
as the rules of procedure, powers, obligations and responsibilities of members of the Supervisory Board and the Management Board and key function
holders and mutual relations between them. Furthermore, the Corporate Governance Rules of Santander Bank Polska Group define the organisation and
functioning of the Group entities as well as the rules for cooperation and intragroup reporting.
Irrespective of their role, all employees of the Bank and the Group must follow ethical principles and rules of conduct established in the General Code of
Conduct. It is a set of key principles and values reflecting the corporate culture of the Group, whose aim is to build trust and lasting loyalty of employees,
customers, shareholders and communities. These rules are strictly connected with the Bank’s business strategy and mission, which is to help customers
and employees prosper.
The formal framework of the Bank’s corporate culture also includes the Responsible Banking and Sustainability Policy, which defines the organisation’s
approach to sustainable development in terms of responsible banking as well as the Bank’s voluntary ethical, social and environmental commitments. It
is described in detail in Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group for 2025”.
D. Outsourcing policy,
remuneration rules and
dividend policy of the Bank
The Bank has relevant internal regulations setting out the rules for outsourcing activities to third parties and
ensures strict supervision over the outsourced activities. The Bank also complies with Regulation (EU) 2022/2554
of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the
financial sector (DORA). Every six months, the Management Board reports to the Supervisory Board on the
assessment of contracts in terms of their correctness and compliance with law as well as quality and timeliness
of outsourced activities.
The remuneration rules in the Bank support in particular:
Appropriate and effective management of risk and avoidance of excessive risk-taking beyond the maximum
risk appetite approved by the Supervisory Board;
Implementation of the Bank management strategy and risk management strategy and prevention of
conflicts of interest.
The Bank’s dividend policy takes into account in particular the Bank’s current economic and financial standing,
macroeconomic environment, assumptions arising from internal regulations on the Bank management strategy
and risk management strategy, the KNF’s position on the dividend policy for financial institutions, limitations
arising from the Act on macroprudential supervision over the financial system and crisis management in the
financial system, and the assumed dividend payout ratio. The policy is regularly updated as part of the review of
the Bank’s internal regulations.
E. Risk management
The Bank has the risk management system developed and implemented by the Management Board and covering
the Bank’s organisational units. It is based on three independent and complementary levels (lines of defence) and:
takes into account the significance of the Bank’s exposure to risk;
covers all significant risk types (including environmental, social and governance risks), including adequacy
and effectiveness and interdependencies between particular risk types;
enables effective decision making with regard to the execution of the Bank management strategy.
The risk culture principles applicable at the Bank cover the entire organisation and are aimed to raise the
awareness of risk management obligations of all employees. The risk culture is promoted through numerous
training sessions and initiatives.
The Bank’s product approval policy ensures compliance with regulatory requirements and takes into account
valuation models and the impact on the risk profile, capital adequacy, profitability and availability of resources.
The risk management unit and the compliance unit are involved in approving new products.
F. Disclosures
The Bank has the disclosure strategy, whose main purpose is to provide market participants with reliable and
exhaustive information about the Bank’s risk profile. The strategy sets out the scope, frequency, time limits and
forms of disclosure and rules for approval and verification of information subject to disclosure, and assessment
whether market participants are provided with a comprehensive picture of the risk profile (the Strategy document
is available on the Bank’s Investor Relations site, “Corporate documents” tab).
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
147
2. Issuer’s securities
Structure of Share Capital
The table below presents the entities with significant holdings of Santander Bank Polska S.A. shares as at 31 December 2025 and 31 December 2024. It
also shows the changes in the shareholding structure after Erste Group Bank AG purchased approx. a 49% stake in SBP from Banco Santander S.A.
on 9 January 2026.
Shareholders with a stake of
5% and higher
Number of shares and voting rights
% in the share capital
and total votes at GM
09.01.2026
31.12.2025
31.12.2024
09.01.2026
31.12.2025
31.12.2024
Erste Group Bank AG
50,072,763
-
-
49%
-
-
Banco Santander S.A.
9,911,385
59,984,148
63,560,774
9.70%
58.70%
62.20%
Nationale-Nederlanden OFE
1)
5,123,581
5,123,581
5,123,581
5.01%
5.01%
5.01%
Allianz Polska Otwarty Fundusz
Emerytalny
5,344,402
5,344,402
-
5.23%
5.23%
-
Other shareholders
31,737,183
31,737,183
33,504,959
31.06%
31.06%
32.79%
Total
102,189,314
102,189,314
102,189,314
100%
100%
100%
1) Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) is managed by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne (PTE) S.A.
The Bank’s majority shareholder in 2025 was Banco Santander S.A. – a leading commercial bank, founded in 1857 and headquartered in Spain and one
of the largest banks in the world by market capitalization. The core business of Banco Santander S.A. is focused on five global business lines: retail and
commercial banking, digital consumer bank, corporate and investment banking, wealth management and insurance, and payments.
As at 31 December 2025, Banco Santander S.A. held a controlling stake of 58.70% 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, Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) and Allianz Polska Otwarty Fundusz Emerytalny
(OFE) exceeded the 5% threshold in terms of share capital and voting power.
On 2 December 2025, the Bank was informed by Banco Santander S.A. that the accelerated book-building process was completed to sell a portion of the
Bank’s shares held by the majority shareholder to eligible institutional investors. 3,576,626 shares representing 3.5% of the Bank’s share capital were
sold. Following the settlement of the sale transaction, Banco Santander S.A. held the majority stake of 59,984,148 shares in the Bank, representing
58.7% of its share capital. The Bank provided information about the above transaction in current reports no. 35/2026 (of 1 December 2025) and 36/2025
(of 2 December 2025).
Changes in the share capital structure in 2026
Having obtained the necessary regulatory approvals and having met other pre-defined requirements, Erste Group Bank AG finalised the purchase of
approx. 49% of shares in Santander Bank Polska S.A. (representing aprox. a 49% stake in the share capital and voting power) on 9 January 2026. By
acquiring approx. 49% of shares in Santander Bank Polska S.A., Erste Group became the majority shareholder. Banco Santander S.A. kept a stake
representing 9.70% of the share capital of Santander Bank Polska S.A. Erste Group Bank AG also acquired 50% shares of Santander Towarzystwo
Funduszy Inwestycyjnych S.A. Moreover, on 23 December 2025, the Bank sold its entire stake in Santander Consumer Bank S.A (60%) to Santander
Consumer Bank S.A.
The Bank’s current majority shareholder – Erste Group Bank AG – is the leading financial services provider in the eastern part of the EU. It employs approx.
55,000 staff members who serve around 23 million customers in eight key markets (Austria, Croatia, the Czech Republic, Hungary, Poland, Romania,
Serbia and Slovakia), also through through a network of more than 2,100 branches. Erste Group was founded in 1819 as Austria's first savings bank and
it went public in 1997, pursuing a strategy of expansion into Central and Eastern European markets.
According to the information held by the Management Board, the ownership structure as regards shareholders with a minimum 5% stake in terms of the
voting power did not change (other than specified above) in the period from the end of the financial year of 2025 until the date the Annual Report of
Santander Bank Polska Group for 2025 was authorised for issue.
Rights and Restrictions Attached to the Issuer’s Securities
The shares of Santander Bank Polska S.A. are ordinary bearer shares. Each share carries one vote at the General Meeting. The nominal value is PLN 10
per share. All shares are fully paid.
The Bank did not issue any series of shares that would give their holders any special control rights towards the issuer or would limit their voting power
or other rights. Neither are there any restrictions on the transfer of title to the issuer’s shares.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
148
Planned share buyback in relation to Incentive Plan VII
The Bank’s Annual General Meeting of 27 April 2022 established Incentive Plan VII and determined its terms and conditions. For the purpose of the Plan,
between 2023 and 2033 the Bank will buy back up to 2,331,000 own shares in accordance with the revised remuneration strategy for key employees of
the Bank for 2022–2026, which introduced variable remuneration based on the Bank’s shares. In the case of participants of Incentive Plan VII who are
material risk takers within the meaning of Article 9ca(1a) of the Banking Law Act, the form of variable remuneration was changed from phantom stock
to the Bank’s actual shares.
Buyback of the Bank’s shares in 2025
On 19 April 2023, the Extraordinary General Meeting authorised the Bank’s Management Board to buy back the Bank’s fully covered own shares to
perform obligations under Incentive Plan VII. In 2025, as part of the buyback under Incentive Plan VII, the Bank acquired the total of 155,605 own shares
(with nominal value of PLN 1,556,050) at PLN 82,367,105.40. The shares represent 0.15% of the Bank’s share capital and carry 0.15% votes at the Bank’s
General Meeting. Instructions were made to transfer all 155,605 shares to brokerage accounts of the participants of Incentive Plan VII. Having settled all
these instructions, the Bank does not hold any of its own shares.
On 12 March 2025, the 2025 buyback programme related to Incentive Plan VII was closed. The buyback programme was delivered under: (i) resolution
no. 30 of the Annual General Meeting of 27 April 2022 regarding Incentive Plan VII and conditions of its execution and (ii) resolution no. 46 of the Annual
General Meeting of 18 April 2024 regarding the authorisation of the Bank’s Management Board to purchase (buy back) own shares in order to execute
Incentive Plan VII and to create a capital reserve for that purpose. The own shares were bought back to be offered free of charge to the participants of
Incentive Plan VII as the award for 2024 and deferred awards due for 2022-2023 and payable in 2025.
Information on the buyback of the Bank's own shares for the purpose of execution of Incentive Program VII in the period from 2023 to 2025
As part of 2023-2025 buyback programme carried out to execute Incentive Plan VII, the Bank bought back the total of 455,701 own shares (with the
nominal value of PLN 4,557,010) for PLN 203,584,965.80. The shares represent 0.45% of the Bank’s share capital and carry 0.45% of votes at the General
Meeting. Instructions were made to transfer 455,701 shares to brokerage accounts of the participants of Incentive Plan VII. Having settled all these
instructions, the Bank does not hold any of its own shares.
The Bank’s Management Board informed the Annual General Meeting about details of the share buyback in 2023 (during the meeting held on 19 April
2023), in 2024 (during the meeting held on 18 April 2024) and in 2025 (during the meeting held on 15 April 2025).
Pursuant to Resolution no. 36 of the Bank’s Annual General Meeting of 15 April 2025, the Bank is going to buy back up to 390,000 own shares in 2026 as
part of Incentive Plan VII.
3. Rules for amending the Statutes
Any amendments to the Statutes of Santander Bank Polska S.A. may be made by way of a resolution of the General Meeting and must be entered into
the register of entrepreneurs of the National Court Register in order to be valid. In accordance with the Banking Law Act, such amendments also require
consent from the Polish Financial Supervision Authority (KNF).
Amendments to the Bank’s Statutes introduced in 2025
The Statutes were amended as follows, pursuant to Resolution no. 35 of the Annual General Meeting of 15 May 2025. They were registered by the
registry court and came into force on 12 May 2025. The Bank received a consent from the KNF to introduce the below-specified amendments to its
Statutes.
Provisions of the Statutes before and after the change:
Section
Previous wording
Current wording
§ 7(2)(4)
→ 4) performing swaps of debts into components of the
debtor’s assets;
→ 4) performing swaps of debts into components of the
debtor’s assets – on the terms and conditions agreed with
the debtor;
§ 7(2)(5)
→ 5) acquiring and disposing of real estates and debts
secured with mortgage;
→ 5) acquiring and disposing of real estates;
§ 7(2)(6a)
→ 6a) providing trust services and issuing electronic
identification means as defined by regulations on trust
services;
→ 6a) issuing electronic identification means as defined by
regulations on trust services;
§ 7(2)(6b)
→ 6b) (none)
→ 6b) enabling the electronic submission, via the ICT
system, of applications referred to in statutory provisions,
in particular in the Act on state aid in raising children and
the Act on support for the family and the foster care
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
149
Amendments to the Bank’s Statutes introduced in 2026
Pursuant to Resolutions 9 and 10 dated 22 January 2026, the Extraordinary General Meeting amended the Bank’s Statutes by changing the title of the
Statutes, changing the Bank’s name to Erste Bank Polska Spółka Akcyjna and introducing changes to the Bank’s core business profile. All these
amendments were unanimously approved by the shareholders.
Provisions of the Statutes before and after the change:
However, they are not yet in force and effect as their official registration is still pending. Before passing these resolutions, the Bank obtained a consent
from the KNF to amend its Statutes.
system, as well as the transfer, at the customer request,
of the data necessary for authentication to the Social
Insurance Institution (Zakład Ubezpieczeń Społecznych)
so that an account can be opened in the system made
available by the Social Insurance Institution;
§ 7(2)(12)
→ 12) providing companies connected with the Bank or with
the parent company with supporting financial services
related to the use of it systems and technologies, including
data processing, development, operation and
maintenance of software and it infrastructure and
advisory services in that respect,
→ 12) (repealed)
§ 7(2)(15)
→ 15) maintaining books for investment and pension funds;
→ 15) (repealed)
§ 13(5)
→ 5. providing cash transport services.
→ 5) (repealed)
§ 17
→ § 17 The Bank may issue bonds convertible into shares.
→ § 17 The Bank may issue convertible bonds and contingent
convertible bonds.
§ 32(10)
→ 10) to appoint an entity authorised to audit the Bank’s
financial statements and to conduct financial audits in the
Bank;
→ 10) appointing an entity authorised to audit the Bank’s
financial statements and to conduct financial audits in the
Bank as well as appointing an entity authorised to provide
assurance on sustainability reporting;
§ 54
→ § 54 The Bank carries out the operations linked with:
1) the electronic submission, via the ICT system, of
applications to determine entitlement to child-care
benefits, as well as the transfer, at the customer request,
of the data necessary for authentication to the Social
Insurance Institution (Zakład Ubezpieczeń Społecznych)
so that an account can be opened in the system made
available by the Social Insurance Institution;
2) with the use of the electronic identification means
employed for authorisation purposes in the Bank’s ICT
system, to confirm the ePUAP trusted profile and to
perform ePUAP authorisations.
→ § 54 (repealed)
Section
Previous wording
Current wording
Title
→ Statutes of Santander Bank Polska S.A.,
→ Statutes of Erste Bank Polska S.A.
§ 1
→ §1 The name of the Bank is: “Santander Bank Polska
Spółka Akcyjna”.
→ §1 The name of the Bank is: “Erste Bank Bank Polska
Spółka Akcyjna”.
§ 7(2)(7b)(m)
→ m) (none)
→ m) managing portfolios comprising one or more financial
instruments;
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
150
4. Governing bodies
General Meetings of Shareholders
Organisation and Powers of the General Meeting of Shareholders
The Bank’s General Meeting is held as provided for in the Commercial Companies Code of 15 September 2000, the Bank’s Statutes and the Terms of
Reference of the General Meeting. The Statutes as well as the Terms of Reference of the General Meeting are available on the Bank’s website:
Corporate documents - Investor Relations (SANPL) - Santander
The Annual General Meeting is held once a year by 30 June. The Extraordinary General Meeting is convened when it is required to take a decision on a
specific matter or when such a meeting is requested by eligible parties or bodies.
The General Meeting adopts resolutions in matters within its remit, as defined by the above-mentioned laws and internal regulations. The Annual General
Meeting:
→ reviews and approves the Management Board’s report on the company’s performance and the financial statements for the previous financial year;
→ adopts a resolution on profit distribution or loss coverage;
→ gives discharge to the members of the company’s governing bodies;
→ reviews and approves the financial statements of the Group within the meaning of the accounting regulations;
→ reviews other reports (e.g. report on the activities of the Supervisory Board).
The Annual General Meeting or the Extraordinary General Meeting may:
→ adopt a resolution to amend the Bank’s Statutes;
→ appoint members of the Supervisory Board;
→ remove members of the Management Board;
→ adopt a resolution to increase share capital;
→ decide on a merger with another company;
→ adopt a resolution on remuneration policies for members of the Management Board and the Supervisory Board, set the remuneration for members
of the Supervisory Board.
Since 2011, the Bank’s shareholders may participate in the General Meeting using electronic communication channels (without the physical presence of
themselves or their proxies). This enables two-way real-time communication and makes it possible for shareholders to exercise their voting rights. Voting
(including via electronic communication channels) takes place using an electronic voting system which returns the number of votes ensuring that they
correspond to the number of shares held, and in the case of a secret ballot – allows shareholders to remain anonymous. Shareholders may vote in person
or by proxy. The General Meeting is broadcast live online to all interested parties and a recording is available on the Bank’s website dedicated to the
General Meeting for later review. The information about the planned broadcast is published at least seven days before the date of the General Meeting.
Draft resolutions, rationale, and other submissions to the General Meeting (assessments, reports and opinions of the Bank’s Supervisory Board) are
published on the Bank’s website early enough for the General Meeting participants to read them. The representatives of the press, radio and TV may also
attend the General Meeting.
General Meeting in 2025
On 15 April 2025, the Annual General Meeting of Santander Bank Polska S.A. was held. It approved the 2024 reports submitted by the Management
Board and the Supervisory Board, and the Supervisory Board’s assessments of the required areas. The Bank’s Annual General Meeting distributed the
Bank’s net profit of PLN 5,197,479,813.35 for the accounting year from 1 January 2024 to 31 December 2024. The AGM decided on the profit distribution
and allocation of PLN 4,738,518,490.18 (approx. 92.17% of profit for 2024) for dividend payment. PLN 104,130,000.00 was allocated to the capital
reserve. PLN 1,195,717,897.95 was kept undistributed. The AGM also approved the collective suitability assessment of the Supervisory Board and the
individual suitability assessment of the Supervisory Board members, granted discharge to members of the Management Board and the Supervisory Board,
reviewed the report on the remuneration of the Management Board and Supervisory Board members for 2024, made amendments to the Bank’s Statutes
as indicated in Section 3 above, created a capital reserve to be earmarked for the purchase of own shares under Incentive Plan VII and authorised the
Management Board to purchase the Bank’s own shares under Incentive Plan VII in 2026. Furthermore, the Bank informed the General Meeting about the
KNF’s stance on assessment of the adequacy of internal regulations and effectiveness of the Supervisory Board’s operations (a relevant current report
was distributed to the General Meeting and published at santander.pl/wza). The Annual General Meeting introduced changes to the Remuneration Policy
for members of the Supervisory Board of Santander Bank Polska S.A. and Remuneration Policy for members of the Management Board of Santander Bank
Polska S.A., changed the remuneration of the Supervisory Board Chairman and authorised the Supervisory Board to adopt the Gender Balance Policy in
compliance with the draft bill (ultimately, the Supervisory Board did exercise this right in 2025 as the said bill has not been passed by the Polish
Parliament).
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
151
Extraordinary General Meeting held on 22 January 2026
On 23 December 2025, the Extraordinary General Meeting was called for 22 January 2026. In the announcement of the said Meeting (i.e. in the current
report no. 41/2025), the Bank presented all draft resolutions to be discussed at the shareholder meeting, including information about candidates for
members of the Supervisory Board. On 22 January 2026, the Extraordinary General Meeting passed several resolutions in connection with the change of
the Bank’s majority shareholder, approved the outcome of Supervisory Board’s suitability assessments (individual tests of candidates and collective
assessments concerning all members of the Board) as well as appointed the following representatives of Erste Group Bank AG to serve as members of
the Bank’s Supervisory Board: Peter Bosek, Stefan Dörfler, Alexandra Habeler-Drabek and Maurizio Poletto. The function of the Supervisory Board
Chaiman was entrusted to Peter Bosek. The composition of the Supervisory Board was changed only after the representatives of Banco Santander S.A.
have stepped down. The EGM decided that the newly appointed members of the Supervisory Board would not be remunerated for this role. Moreover,
the Extraordinary General Meeting unanimously resolved to have the Bank’s name changed to “Erste Bank Polska Spółka Akcyjna”. The Statutes were
amended so as to include the management of financial instrument portfolios into the Bank’s core business. As at the date of this Statement, the above
amendments to the Statutes have not yet been recorded by a registry court and as such they are not effective. The Bank will be reporting the progress in
the rebranding process at appropriate dates. The Extraordinary General Meeting also changed some of the internal regulations in connection with the
change of the new majority shareholder (certain changes will come into effect only after the Bank’s new name has been registered). The amended Terms
of reference of the Supervisory Board were also presented.
Shareholders' Rights
The rights of shareholders of Santander Bank Polska S.A. are set out in the Terms of Reference of the Bank’s General Meeting in line with the Commercial
Companies Code.
The fundamental right of shareholders is to attend the General Meeting and vote (personally or through proxies).
Pursuant to the Terms of Reference of the General Meeting, shareholders or their proxies may participate in the General Meeting via electronic
communication channels (i.e. they may vote, make an objection, communicate with the meeting room, ask questions, etc.). Each share carries one vote
at the General Meeting.
→ Shareholders have certain rights with respect to the General Meeting, as specified in the Commercial Companies Code. In particular, they may:
→ object to adopting a resolution;
→ appeal against resolutions adopted by the General Meeting to the court (action for revocation or cancellation of a resolution);
→ request voting by secret ballot;
→ submit draft resolutions and propose amendments and supplements to draft resolutions concerning the business of the General Meeting
by the end of discussion of a particular agenda item;
→ ask questions and request information from the Management Board regarding issues on the General Meeting agenda, as provided for by
the Commercial Companies Code;
→ apply for the role of the Chairman of the General Meeting or propose a candidate for that role;
→ challenge decisions made by the Chairman of the General Meeting;
→ give a brief presentation and a short response to questions concerning individual items of the agenda.
→ Shareholders may also:
→ request that a list of shareholders be emailed to them free-of-charge to the indicated address, inspect the list of shareholders available in
the Bank’s Management Board office and request a copy of the list at their own expense;
→ demand copies of requests included in the General Meeting agenda one week before the General Meeting;
→ have access to the General Meeting minutes and request copies of resolutions confirmed by the Bank’s Management Board as true copies.
The Management Board members, acting within their powers and in accordance with the Act on trading in financial instruments, have an obligation to
respond to shareholders’ questions which are relevant to the business of the General Meeting (for important reasons only – the response must be given
in writing within two weeks of the request). The Management Board refuses to provide the requested information if it might:
→ be prejudicial to the company or its subsidiaries or affiliates due to disclosure of technical, trade or organisational secret;
→ cause a member of the Management Board to face criminal, civil or administrative liability.
Shareholders may request the Bank to provide information concerning the Bank outside of the General Meeting. In such a case, the Management Board
may provide the requested information in writing, unless it might be prejudicial to the Bank, its subsidiary or affiliate, in particular due to disclosure of
the company’s technical, trade or organisational secret.
If the Bank provides information outside of the General Meeting, it publishes a current report with answers to the questions asked.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
152
Supervisory Board
Role of the Supervisory Board
The Supervisory Board of Santander Bank Polska S.A. operates under the Banking Law Act of 29 August 1997, the Commercial Companies Code of 15
September 2000, the Bank’s Statutes and the Terms of Reference of the Supervisory Board, available on the Bank’s website.
Composition, rules for appointment and removal of Supervisory Board members
The Supervisory Board consists of at least five members appointed for a joint, three-year term of office. Terms of office are set in full financial years. The
Supervisory Board members, including the Chairman of the Supervisory Board, are appointed and removed by the General Meeting. The Management
Board informs the KNF about the composition of the Supervisory Board. The term of office of the Supervisory Board member expires no later than on the
date of the General Meeting held to approve the financial statements for the last full financial year in which the member served on the Supervisory Board.
It also expires as a result of the member’s death, resignation or removal. The term of office of the Supervisory Board member who was appointed before
the end of the term of the Supervisory Board expires at the same time as those of the remaining members.
Pursuant to the Bank’s Statutes, at least half of the Supervisory Board members meet the independence criteria,as presented below.
Powers of the Supervisory Board
The Supervisory Board exercises ongoing oversight of the Bank’s operations. Apart from the rights and obligations provided for by the law and the
Statutes, the Supervisory Board also has the following powers:
→ to assess the financial statements in terms of their consistency with the books of account, documents and factual circumstances;
→ to approve the Bank’s annual and long-term development and financial plans, strategy and rules of prudential and stable management established
by the Management Board;
→ to approve the Management Board’s proposals as regards setting up and winding up the Bank’s units abroad;
→ to give consent to equity investments to be made by the Bank if:
→ the value of such investment exceeds the PLN equivalent of EUR 4,000,000;
→ the value of such investment exceeds EUR 400,000 and, concurrently, as a result of such investment, the Bank’s share in another entity will
be equal to, exceed or will be reduced below 20% of the votes at the General Meeting;
→ with the exception of underwriting agreements, the total exposure of the Bank under such agreements does not exceed one tenth of the total own
funds of the Bank;
→ to give consent to buy, sell or encumber non-current assets (as defined in the Accounting Act), in particular real property, if the value of a non-
current asset exceeds the PLN equivalent of EUR 4,000,000, except for foreclosure of real property by the Bank as a mortgagee, as a result of an
unsuccessful auction held as part of enforcement proceedings or foreclosure of another non-current asset or securities by the Bank as a creditor
secured by a registered pledge pursuant to the provisions of the Act on registered pledge and the register of pledges, or as a creditor secured by a
transfer of title to secure loan repayment pursuant to the provisions of the Banking Law Act;
→ to review the Management Board reports and proposals concerning profit distribution and loss coverage;
→ to set remuneration for the President and members of the Management Board;
→ to conclude agreements on behalf of the Bank with members of the Management Board (where authorised to do so), including employment
contracts and management contracts (the Supervisory Board may appoint its Chairman or another member of the Supervisory Board to make
statements of will in this respect);
→ to adopt the Terms of Reference of the Bank’s Management Board and other terms of reference and rules provided for by the Statutes or law, and
to approve the Bank’s Organisational Regulations and Internal Control System Model;
→ to appoint an entity authorised to audit the Bank’s financial statements and to conduct financial audits in the Bank;
→ to request consent from the KNF to appoint two Management Board members, including the President of the Management Board;
→ to inform the KNF about:
→ other Management Board members and each change in the Management Board composition;
→ compliance of the Management Board members with the criteria set out in the Banking Law Act, after performing the compliance
assessment;
→ approving and changing the distribution of duties within the Management Board;
→ including the information on the Management Board member in charge of material risk in the Bank’s operations;
→ to appoint and remove the President and other members of the Management Board;
→ to suspend the Management Board members for important reasons and delegate the Supervisory Board members to perform the role of the
suspended Management Board members;
→ to present the Annual General Meeting with a brief assessment of the Bank’s situation, including the assessment of the internal control system and
the material risk management system;
→ to approve the policies developed by the Management Board: risk management policy, risk appetite, internal capital assessment and maintenance
policy, internal control policy, remuneration policy, for each category of material risk takers;
→ to approve the distribution of duties within the Management Board as decided by the Management Board;
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
153
→ to review the matters to be considered by the General Meeting.
The Supervisory Board takes decisions in the form of resolutions which are adopted by absolute majority in open voting. The Supervisory Board adopts
resolutions in a secret ballot in the cases stipulated by law. The Supervisory Board meetings are held as and when required and at least three times in
any financial year. The Supervisory Board members convene in a single location, or in different locations using remote communication channels.
Selected forms of communication with the shareholders
Each year, the Supervisory Board prepares and presents to the Annual General Meeting a report on its activities in the previous year, including a summary
of operations of the Supervisory Board committees, a report from the audit of the annual financial statements of the Group and the Management Board’s
proposal of profit distribution, as well as assessment of the Group’s activities (including internal control, risk management and compliance systems and
internal audit function), corporate governance practices, remuneration policy and the rationale for sponsorship and corporate giving-related expenses.
The above report of the Supervisory Board is published on the Bank’s website at least 26 days before the General Meeting.
Assessment of adequacy of regulations concerning the Supervisory Board
On 19 March 2025, the Supervisory Board self-assessed the regulations concerning its activities in line with KNF’s Recommendation Z no. 8.9. Having
analysed the regulations in detail, the Supervisory Board found that they cover all of the required issues, are adequate and enable it to operate efficiently
and effectively as well as facilitate an effective governance over the Bank’s operations. The regulations duly reflect the specific nature of the Bank’s
operations, its size and organisational structure. Moreover, they meet all the regulatory requirements, both in terms of the provisions of law, KNF
recommendations and EBA’s guidelines on internal governance. The Bank’s General Meeting agreed with the conclusion that the regulations are adequate
and enable the Supervisory Board to operate efficiently (Resolution no. 20 of the Annual General Meeting of 15 April 2025).
Assessment of the efficiency and effectiveness of the Supervisory Board
On 19 March 2025, the Supervisory Board (acting jointly with the Nominations Committee) self-assessed the effectiveness of its activities in line with
KNF’s Recommendation Z no. 8.9. The Board used the report from the independent assessment of the effectiveness of the Supervisory Board of Santander
Bank Polska S.A issued by a third party (KPMG Advisory spółka z ograniczoną odpowiedzialnością sp.k.) which concluded that the Supervisory Board
conducted its operations efficiently and effectively, in compliance with: applicable laws, supervisory guidelines (including the provisions of
Recommendation Z of the KNF), best market practices and corporate governance requirements. Supervisory Board committees: The Audit and Compliance
Committee, Risk Committee, Nominations Committee and Remuneration Committee support the Supervisory Board in the performance of its duties, and
they operate effectively and efficiently as well as in compliance with the binding legislation and regulatory guidelines The Chairman of the Supervisory
Board manages the work of the Board effectively. Meetings are organised with proper frequency and chaired in a way that fosters transparency and
encourages open discussions. The report did not point out any irregularities or inefficiencies, hence no recommendations issued. The Supervisory Board
acknowledged the report as well as considered the outcome of collective suitability assessments of Supervisory Board members (adopted by force of
Resolution no. 31 of the Annual General Meeting of 18 April 2024) – based on this information, the Supervisory Board formulated a view that it operated
effectively and efficiently, duly discharging its responsibilities arising from applicable laws, including the Commercial Companies Code, the Banking Law,
the Bank's Statutes and the KNF recommendations, as well as from adopted corporate governance rules.
Suitability assessment
All Supervisory Board members are subject to individual suitability assessment (initial and ongoing). The Supervisory Board is also subject to collective
suitability assessment. The foregoing processes are delivered in accordance with the Policy on suitability assessment of Supervisory Board members in
Santander Bank Polska S.A. developed in line with the Joint Guidelines of the European Securities and Markets Authority and the European Banking
Authority no. EBA/GL/2021/06, Guidelines of the European Banking Authority no. EBA/GL/2021/05 on internal governance, taking into account applicable
laws, in particular the Banking Law Act and the Commercial Companies Code. The assessment is conducted according to the Suitability assessment
methodology for members of governing bodies of supervised entities published by the KNF (“KNF’s Suitability assessment methodology”). The individual
and collective suitability assessments are conducted at least once a year and as required under the above-mentioned policy, e.g. when candidates are
proposed for the Supervisory Board positions (in this case, the assessment should be generally performed before the formal appointment), when
membership of the Supervisory Board changes or when the Bank’s business model is significantly modified. The outcome of the suitability assessment is
presented at the next Annual General Meeting.
Supervisory Board’s operations in 2025
In 2025, the Supervisory Board carried out its activities based on the adopted schedule of meetings and the general work plan adjusted to the current
circumstances. The Supervisory Board regularly requested and received from the Bank's Management Board exhaustive materials on issues covered by
the agendas of its meetings as well as those pertaining to other matters important to the Bank's operations. The agenda of each meeting covered business
issues, important developments in the Bank, matters submitted by the Bank’s Management Board for consideration and any other issues mandated by
the Supervisory Board or deemed necessary to be covered by the agenda by the Board. In 2025, the Supervisory Board’s working agenda included:
implementation of the new strategy, transformation, sustainability (ESG), issues arising from the KNF’s supervisory priorities for 2025 (management of
IRRBB in the context of hedging against excessive risk exposure, preparations for the management of liquidity risk in crisis situations, management of
large credit exposures and credit concentration risk) as well as monitoring of the implementation of KNF recommendations, relationship with the external
auditor, internal audits, regulatory and compliance issues, risk management and internal control systems as well as current issues related to the activities
of individual business lines and the Bank overall. The Supervisory Board evaluated the financial statements for 2024, the Management Board Report on
the Bank’s Performance in 2024 and the Management Board’s recommendation concerning the dividend for 2024; as well as analysed the Bank’s current
financial results on a regular basis.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
154
The Supervisory Board paid special attention to processes concerning the change of the Bank’s majority shareholder as well as the sale of Santander
Consumer Bank S.A. (a subsidiary company) that was finalised in December 2025.
The Supervisory Board’s activities are described in detail in the minutes of its meetings which, together with the adopted resolutions, are kept at the
Bank’s headquarters. Irrespective of regular meetings, the Supervisory Board members stayed in regular contact with the Bank’s Management Board
members in order to exercise comprehensive oversight of the Bank’s operations.
In 2025, the Supervisory Board committees analysed the issues within their scope of responsibility, both in detail and at the general level, and issued
follow-up recommendations to the Supervisory Board as well as presented periodic reports on their operations (for more details, please see the section
on committees below).
Composition of the Supervisory Board
The composition of the Supervisory Board did not change throughout 2025. The table below presents the composition of the Supervisory Board of
Santander Bank Polska S.A. as at 31 December 2025 and 31 December 2024.
Role in the Supervisory Board
No.
Composition as at
31 December 2025
No.
Composition as at
31.12.2024
Chairman of the Supervisory Board:
1.
Antonio Escámez Torres
1
Antonio Escámez Torres
Deputy Chairman of the Supervisory Board:
2.
José Luis de Mora
2
José Luis de Mora
Members of the Supervisory Board:
3.
Dominika Bettman
3
Dominika Bettman
4.
José García Cantera
4
José García Cantera
5.
Danuta Dąbrowska
5
Danuta Dąbrowska
6.
Isabel Guerreiro
6
Isabel Guerreiro *
7.
Adam Celiński
7
Adam Celiński
8.
Jerzy Surma
8
Jerzy Surma *
9.
Tomasz Sójka
9
Tomasz Sójka **
10.
Kamilla Marchewka-Bartkowiak
10
Kamilla Marchewka Bartkowiak **
* Supervisory Board members until 18 April 2024 and since 1 July 2024
** Supervisory Board members since 18 April 2024
Changes in the composition of the Supervisory Board in January 2026 – change of the Bank's majority shareholder
The composition of the Supervisory Board changed in January 2026, following the change of the Bank's majority shareholder. On 9 January 2026, Erste
Group Bank AG purchased approx. a 49% stake in SBP from Banco Santander S.A. and the following members of the Supervisory Board: Antonio Escámez
Torres, José Luis De Mora, José García Cantera, Isabel Guerreiro(representatives of the previous majority shareholder: Banco Santander S.A) stepped
down from the Board, which was announced in the Bank’s current report no. 2/2026 of 9 January 2026
On 22 January 2026, the Extraordinary General Meeting appointed the following persons as members of the Supervisory Board: Peter Bosek, Stefan
Dörfler, Alexandra Habeler-Drabek and Maurizio Poletto (representatives of Erste Group Bank AG). Peter Bosek (CEO of Erste Group Bank AG) and Stefan
Dörfler (CFO at Erste Group Bank AG) were appointed the Chairman and Vice Chairman of the Bank’s Supervisory Board, respectively.
Changes to the composition of the Bank’s Supervisory Board in 2026 are presented below.
Role in the Supervisory Board
No.
Composition as of
22 January 2026
Role in the Supervisory Board
No.
Composition as at
31 December 2025
Chairman
of the Supervisory Board
1.
Peter Bosek
Chairman
of the Supervisory Board
1.
Antonio Escámez Torres
Deputy Chairman of the
Supervisory Board:
2.
Stefan Dörfler
Deputy Chairman of the
Supervisory Board:
2.
José Luis de Mora
Members of the Supervisory
Board:
3.
Dominika Bettman
Members of the Supervisory
Board:
3.
Dominika Bettman
4.
Alexandra Habeler - Drabek
4.
José García Cantera
5.
Danuta Dąbrowska*
5.
Danuta Dąbrowska
6.
Maurizio Poletto
6.
Isabel Guerreiro
7.
Adam Celiński
7.
Adam Celiński
8.
Jerzy Surma
8.
Jerzy Surma
9.
Tomasz Sójka
9.
Tomasz Sójka
10.
Kamilla Marchewka-Bartkowiak
10.
Kamilla Marchewka-Bartkowiak
* On 6 February 2026, Danuta Dąbrowska stepped down from the Supervisory Board (effective of 25 February 2026). The Bank will put the changes to the composition of the
Board/ appointment of new Board members on the agenda of the next General Meeting.
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
155
Before they were appointed, the new members of the Supervisory Board had been evaluated (through a suitability assessment) by the Nominations
Committee of Supervisory Board on 23 December 2025. The Committee found that the following candidates: Peter Bosek, Stefan Dörfler, Alexandra
Habeler-Drabek and Maurizio Poletto meet the suitability criteria set out in Article 22(aa) of the Banking Act, i.e. with regard to the knowledge, skills and
experience required to perform duties and responsibilities on the Bank’s Supervisory Board, warranted proper discharge of these duties, and meet the
criteria for reputation, honesty and integrity. In the Committee’s opinion, there are no objective and demonstrable circumstances or factors that could
raise concerns about good repute of the said individuals and each person meets the independence of mind criteria and is able to commit sufficient time
to perform his/her duties, including in periods of particularly increased activity of the Bank. As regards the collective suitability assessment, the
Committee unanimously stated that the structure, size, composition (which includes the above-named candidates) and effectiveness of the Supervisory
Board in the target composition were suitable and complied with the applicable regulations, in particular Article 22(aa) of the Banking Act. The
information about the candidates for the Supervisory Board members, together with suitability assessment results and Nomination Committee's
recommendations, were published on the Bank’s website and in current report no. 41/2025 of 23 December 2025 together with notice of the
Extraordinary General Meeting to be held on 22 January 2026. On 22 January 2026, the Extraordinary General Meeting approved the outcome of
suitability assessments and appointed the recommended candidates as members of the Supervisory Board. The new composition of the Supervisory
Board, including the new members’ academic and professional background, was announced in current report no. 4/2026 of 22 January 2026.
Newly appointed members of the Supervisory Board do not meet the independence criteria; however, 50% of Board members (five out of ten) met the
independence criteria continuously both in 2025 and as at the Statement publication date. These criteria are set out in the Act on statutory auditors, audit
firms and public oversight, Commission Recommendation 2005/162/EC of 15 February 2005 as well as relevant criteria stipulated in the Bank’s Statutes
(as agreed with the KNF). The following members of the Supervisory Board held independent status: Dominika Bettman, Danuta Dąbrowska, Adam
Celiński, Tomasz Sójka and Kamilla Marchewka-Bartkowiak. Each of the above persons made a relevant statement which is subject to suitability
assessment. The results of individual and collective suitability assessments of the Supervisory Board are approved by the General Meeting. Following the
resignation of Danuta Dąbrowska (an independent member of the Supervisory Board who stepped down on 6 February 2026, effective of 25 February
2026), the Bank will put the changes to the composition of the Board/ appointment of new Board members on the agenda of the next General Meeting.
In 2025, members of the Supervisory Board committed sufficient time to perform their functions. Last year, the Supervisory Board held 22 meetings at
which 183 resolutions were passed. Average attendance of the Supervisory Board members was 97.1%. The table below presents the attendance of
the Supervisory Board members:
Role in the Supervisory Board
No.
Composition as at 31 December
2025
Attendance at
meetings
in 2025
No.
Composition as at 31 December
2024
Attendance at
meetings
in 2024
Chairman of the Supervisory
Board:
1.
Antonio Escámez Torres
21/22
95%
1.
Antonio Escámez Torres
18/18
100%
Deputy Chairman of the
Supervisory Board:
2.
José Luis de Mora
21/22
95%
2.
José Luis de Mora
16/18
89%
Members of the Supervisory
Board:
3.
Dominika Bettman
22/22
100%
3.
Dominika Bettman
15/18
83%
4.
José García Cantera
22/22
100%
4.
José García Cantera
18/18
100%
5.
Danuta Dąbrowska
21/22
95%
5.
Danuta Dąbrowska
17/18
94%
6.
Isabel Guerreiro
20/22
91%
6.
Isabel Guerreiro *
12/14
86%
7.
Adam Celiński
22/22
100%
7.
Adam Celiński
18/18
100%
8.
Jerzy Surma
21/22
95%
8.
Jerzy Surma *
14/14
100%
9.
Tomasz Sójka
22/22
100%
9.
Tomasz Sójka **
14/14
100%
10.
Kamilla Marchewka-Bartkowiak
22/22
100%
10.
Kamilla Marchewka Bartkowiak **
14/14
100%
* Supervisory Board members until 18 April 2024 and since 1 July 2024
** Supervisory Board members since 18 April 2024
Members of the Bank’s Supervisory Board have various academic background, extensive expertise and considerable professional experience in banking
and business, including finance, accounting, financial analysis, IT law and economics. Individual competencies and experience of the Supervisory Board
members guarantee due performance of the obligations entrusted with them, while their complementarity ensures effective discharge of collective
supervisory obligations. The diversity of the Supervisory Board in terms of gender, age, geographical provenance and length of service with the Bank is
presented in Section 7 “Diversity policy” (“Diversity policy regarding the governing bodies”).
The individual suitability assessment of Supervisory Board members (or candidates) and collective suitability assessment of the Supervisory Board (as a
whole) focus on the expert knowledge and skills in the area of sustainable development – the Bank verifies whether the assessed persons have
knowledge, skills as well as theoretical and practical experience relating to risk management (identifying, assessing, monitoring, controlling and
mitigating the main types of risk, including environmental, social and governance risks and risk factors) and collects relevant statements from these
persons. The Bank also provides the Supervisory Board members with access to training delivered by both internal and external experts so that they can
Management Board Report on Santander Bank Polska Group Performance in 2025.
(including the Management Board Report on Santander Bank Polska S.A. Performance)
156
improve their competencies in that area on an ongoing basis. The Nominations Committee sets a training programme aligned with the individual profile
of a newly appointed member.
In 2025, members of the Supervisory Board attended a number of training sessions as part of their individual development plans. The training courses
covered topics such as regulatory changes in the context of new technology development, ESG, greenwashing, decarbonisation, risk management, anti-
money laundering, market and banking sector trends, and cybersecurity.
The information about the academic background and professional experience of the Bank’s Supervisory Board members in 2025 and from 22 January
2026 onwards is presented below. It is also published on the Bank’s website at: https://www.santander.pl/en/investor-relations/about-
company/authorities
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
157
Members of Supervisory Board of Santander Bank Polska S.A. in 2025
Antonio Escámez Torres
Chairman of the Supervisory Board
Academic background:
Law degree from Complutense University of Madrid
Professional background:
1973-1999: Banco Central (including the role of the Chairman and Chief Executive Officer with responsibility for the North
American operations, member of the Board of Directors, member of the Executive Committee and member of the
Management Committee)
since 1999: Santander Group (including the role of the member of the Board of Directors, member of the Executive
Committee, member of the Management Committee, member of the Banco Santander International Advisory Board and
Member of Technology and International Committees)
2009-2018: Chairman of Spain India Council Foundation
2007-2018: Chairman of Banco Santander Foundation
1994-2018: Vice Chairman of Attijariwafa Bank
since 1999: Santander Consumer Finance S.A.: Chairman of the Board of Directors (1999-2020) and Non-Executive Director
(since 2020)
2021-January 2026: Member of the Supervisory Board of Santander Bank Polska S.A.
José Luis de Mora
Deputy Chairman of the Supervisory Board
Academic background:
Graduate of ICADE University (Law and Economics)
MBA degree from Boston College
Chartered Financial Analyst
Professional background:
1992-1994: Corporate Finance at Bank of Spain and Daiwa Securities
1994-1998: Analyst with Kleinwort Benson (London), responsible for Spain’s equity and banking market
1998-2003: Analyst with Merrill Lynch (London), responsible for pan-European banks, including Spanish, French and Italian
banks
since 2003: Santander Group (currently: Senior Vice President supervising financial planning and corporate development,
responsible for planning an organic growth strategy, corporate acquisitions and Group’s expansion)
2012-2015: member of the Board of Sovereign Bank NA
2012-2013: member of the Board of Santander Consumer USA
Since 2015: member of the Board of Santander Consumer Finance S.A.
2011-January 2026: Vice Chairman of the Supervisory Board of Santander Bank Polska S.A.
Dominika Bettman
Independent member of the Supervisory
Board
Academic background:
Graduate of Warsaw School of Economics, Foreign Trade Faculty, and IESE
Advanced Management Programme in Barcelona
Professional background:
Employed for approx. 25 years with Siemens Polska:
1995-1997: Logistics Manager, Siemens Nixdorf Polska
1997-2002: Senior Commercial Manager, Siemens sp. z o.o.
2002-2007: Finance Director at Siemens IT (until 2004) and Siemens Telecommunication (from 2004)
2007-2009: Member of the Management Board and Chief Financial Officer, Nokia Siemens Network
2009-2018: Chief Financial Officer, Siemens sp. z o.o.
2018-2021: President of the Management Board of Siemens sp. z o.o.
2015-2019: Member of the Supervisory Board of Eurobank S.A.
2019-2021: Head of Digital Industries at Siemens Polska
2021-2024: President of the Management Board of Microsoft Polska sp. z o.o.
since 2020: Member of the Supervisory Board of Santander Bank Polska S.A.
since 2024: Member of the Board of SGH Warsaw School of Economics (Warsaw)
since 2025: Member of the Supervisory Board „Kruk” S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
158
José García Cantera
Member of the Supervisory Board
Academic background:
MBA degree from IE Business School
Professional background:
until 2003: Latin America stock analyst; senior executive positions at Salomon Brothers-Citigroup
2003: Senior Vice President in charge of Global Banking and Markets Division of Banesto
2006-2012: CEO of Banesto
2012-2015: Head of Global Banking and Markets of Santander Group
since 2015: Senior Vice President, Chief Financial Officer and Head of the Finance Division of Banco Santander S.A.
Chairman of the Board of Santander de Titulizaciones SGFT and Santander Investment S.A.
2015-January 2026: member of the Supervisory Board of Santander Bank Polska S.A.
Danuta Dąbrowska
Independent member of the Supervisory
Board
Academic background:
MA degree from the University of Horticulture and Food Industry in Budapest
Since 1999: member of the Association of Chartered Certified Accountants
(ACCA)
Completed the Advanced Strategic Management Programme at IMD,
Switzerland, and “Best-In-Retail” Programme at Harvard Business School
Founding member of FINEXA (Polish Association for Finance Directors)
Professional background:
1991-1993: Financial Assistant, Arthur Andersen & Co., Warsaw
1993-1997: Audit Manager, Coopers & Lybrand
1997-2001: Head of Financial and Business Control Department of Ericsson, Warsaw and Stockholm
2002-2003: CFO of TP Internet (France Telecom Group)
2004-2008: Member of the Board, CFO (for Eastern Europe and Middle East) at ECCO Sko A/S
2009-2019: Member of the Board, Vice President, CFO for Eastern Europe at Pandora Jewelry CEE
2012-2017: Member of the Supervisory Board of Herkules S.A.
2016-2018: Member of the Board, Vice President, CFO for Middle East and Africa at Panmeas Jewellery LLC (Pandora)
since 2014: Member of the Supervisory Board of Santander Bank Polska S.A.
2018-2021: Member of the Audit Committee at the Polish Council of Shopping Centres (Polska Rada Centrów Handlowych)
since 2019: Member of the Supervisory Board and Chairman of the Audit Committee at Budimex S.A.
since 2022: Co-founder of Grupa Oryx sp. z o.o.
since 2024: Member of the Supervisory Board W. KRUK S.A. (Vistula Retail Group)
Isabel Guerreiro
Member of the Supervisory Board
Academic background:
MEng degree in Computer Software Engineering from Instituto Superior
Técnico in Lisbon and MBA degree from INSEAD
Graduate of Strategic Finance in Banking at Wharton Business School
Completed a number of specialist courses for senior executives, e.g. Design
Thinking BootCamp at Stanford University, and Driving Digital and Social
Strategy at Harvard University
Professional background:
1992-1994: Lecturer in Computer Science at Instituto Superior Técnico in Lisbon
1995-2003: Programmer, System Analyst, Project Manager and Senior Manager at Novabase Sistemas de Informação S.A.
Since 2005, employed with Banco Santander Totta S.A., Portugal:
2005-2006: Sub-Director of Retail Banking
2006-2008: member of the Retail Banking Office
2009-2013: Head of Branch Network Dynamics
2013-2014: Head of Wholesale Strategy
2014-2018: Head of Digital Transformation in charge of traditional and digital channels
Board member in charge of Digitalisation and Transformation (since January 2019)
2019-January 2026: member of the Supervisory Board of Santander Bank Polska S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
159
Tomasz Sójka
Independent member of the Supervisory
Board
Academic background:
Lawyer; graduate, law professor and lecturer at Adam Mickiewicz University
in Poznań
Completed scholarships at the Oxford University as well as at DePaul
University in Chicago and TMC Asser Institute in the Hague
Run several research projects at Max Planck Institute in Hamburg
Professional background:
Since 2005, he has worked at Adam Mickiewicz University in Poznań, currently as a full professor at the Civil, Commercial
and Insurance Law Department of the Law and Administration Faculty
2003-2018: founder and managing partner at Sójka, Maciak & Mataczyński law firm
2006-2008: member of the Supervisory Board of the Warsaw Stock Exchange
2014-2017: member of the European Corporate Governance Institute
Since 2024: member of the Supervisory Board of Santander Bank Polska S.A.
Adam Celiński
Independent member of the Supervisory
Board
Academic background:
Master’s degree from SGH Warsaw School of Economics
Master of Philosophy in International Finance at the Glasgow University
1996: member of the Association of Chartered Certified Accountants (ACCA)
1999: awarded the UK Audit Practicing Certificate
2000: member of the Polish Chamber of Auditors
Professional background:
1984-1990: employed with the Ministry of Finance
1990-1991: employed with KPMG in Warsaw
1991-2021: employed with PricewaterhouseCoopers (PwC), in particular:
2015-2018: as the Financial Services Leader and Risk Management Partner for Eurasia in PwC office in Almaty in
Kazakhstan;
2008-2015: the Financial Services Leader in Poland and the Baltic states; and at the same time the Risk Management
Partner in Poland and the Baltic states (and subsequently in Poland, Slovakia and Hungary.)
2001: Partner in the Audit department of PwC Central and Eastern Europe partnership (PwC CEE)
since 2023: member of the Supervisory Board of Santander Bank Polska S.A.
Jerzy Surma
Member of the Supervisory Board
Academic background:
Graduate of the Wrocław University of Technology (Computer Science and
Management)
PhD in Economic Science from the Wrocław University of Economics
Completed the IFP programme at IESE Business School and Executive
Programme at MIT Sloan School of Management
Professional background:
1999–2002: Head of the Software Development Department of T-Systems Polska
2002–2006: Director in charge of Business Consulting in IMG Information Management Polska responsible for the
implementation of Business Intelligence systems, re-engineering business processes, IT advisory
since 2006: Academic at Warsaw School of Economics (currently: Associate Professor in Collegium of Economic Analysis,
2018-2019: Head of Post-graduate Business Intelligence and Cybersecurity Management Studies)
2008-2017: member of the Supervisory Board of Kęty Group
2011–2014: Visiting Scholar at Harvard Business School and University of Massachusetts
Since 2012: member of the Supervisory Board of Santander Bank Polska S.A.
2018-2019: Head of the National Cryptology Centre (Narodowe Centrum Kryptologii)
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
160
Kamilla Marchewka-Bartkowiak
Independent member of the Supervisory
Board
Academic background:
Graduate of Poznań University of Economics and Business (Finance and
Monetary Policy) Completed numerous scientific internships abroad, e.g. at
Belgium’s and Italy’s central banks Advisor to the National Democratic
Institute (NDI) during its aid programme for the Parliament of Kosovo
PhD and Associate Professor at the Department of Investments and Financial
Markets of Poznań University of Economics and Business as well as an
expert at the Bureau of Research (former: the Sejm Analyses Bureau) at the
Chancellery of the Polish Sejm She has a vast academic experience in finance
and banking. Since December 2024: member of the Sustainable Finance
Platform as part of the research, education and training task force and EU
Taxonomy task force
Professional background:
Member of the Committee on Financial Sciences of the Polish Academy of Sciences, the European Finance Association (EFA),
the European Association for Evolutionary Political Economy (EAEPE) and the European Association of Environmental and
Resource Economists (EAERE).She also sits on the management board of the Polish Finance and Banking Association.
Since 1998, she has worked at the Poznań University of Economics and Business; currently – as an Associate Professor.
From October 2016 to September 2019, she was the Dean of the Faculty of Economics. Earlier, from October 2016 to
September 2019, she was the Dean of the Faculty of Economics. She was also the Head of Postgraduate Studies: Internal
Audit and Management Control as well as Finance and Budgetary Accounting.
From 2015 to 2019, she worked for CDM brokerage unit at Pekao S.A. She was a member of the Supervisory Board, chair
of the Audit Committee and member of the Nominations and Remuneration Committee.
since 2009: Public Finance Expert at the Chancellery of the Polish Sejm
1995-2002: co-owner of ZHU Dampol, a family business
Since 2024: member of the Supervisory Board of Santander Bank Polska S.A.
Changes to the Supervisory Board composition in 2026
The following members of the Supervisory Board stepped down on 9 January 2026: Antonio Escámez Torres, José Luis De Mora, José García Cantera,
Isabel Guerreiro. On 22 January 2026, the Extraordinary General Meeting appointed the following persons as members of the Supervisory Board: Peter
Bosek, Stefan Dörfler, Alexandra Habeler-Drabek and Maurizio Poletto. Peter Bosek was appointed Chairman of the Supervisory Board,with Stefan
Dörfler as the Vice Chairman. For details on changes in the composition of the Supervisory Board, please see the previous section of this chapter.
Brief information about the new members of the Supervisory Board of Santander Bank Polska S.A.
who started to perform their roles on 22 January 2026
Peter Bosek
Chairman of the Supervisory Board
Academic background:
Law degree from the University of Vienna
Assistant professor in the Department of Constitutional and Administrative
Law at the University of Vienna
Professional background:
1996-2005: lecturer at the Faculty of Law at the University of Vienna
1996-2007: various management positions at Erste Bank Oesterreich
2007-2026: member of the Management Board of Erste Bank Oesterreich
2015-2020: Chief Retail Officer at Erste Group Bank AG
2021-2024: CEO of Luminor Bank AS
since July 2024: Chief Executive Officer and Chief Retail Officer of Erste Group Bank AG
since July 2024: Deputy Chairman of the Supervisory Board of Erste Bank der oesterreichischen Sparkassen AG
September 2024: Chairman of the Supervisory Board of Česká spořitelna, a. s.
since January 2026: Chairman of the Supervisory Board of Santander Bank Polska S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
161
Stefan Dörfler
Deputy Chairman of the Supervisory Board
Academic background:
Master of Engineering degree (Diplom-Ingenieur) from Vienna University of
Technology (TU Wien)
Professional background:
1995-1997: Interest Rate Derivatives Trader at GiroCredit Bank
1997-1998: Interest Rate Derivatives Trader at Erste Bank AG
1999-2007: management positions in Capital Markets Trading & Sales at Erste Bank AG
2007-2009: Head of GCM Sales & Equity Markets at Erste Group Bank AG
2009-2016: Head of Group Markets / Capital Markets at Erste Group Bank AG
2016-2019: President of the Management Board of Erste Bank Oesterreich
since 2019: member of the Supervisory Board of Česká spořitelna
since July 2019: member of the Management Board of Erste Group Bank AG, Chief Financial Officer (CFO)
since September 2019: member of the Supervisory Board of Sparkassen-Haftungs GmbH
since November 2022: Deputy Chaiman of the Supervisory Board of Banca Comercială Română S.A.
2022-June 2024: member of the Management Board of Erste Bank der oesterreichischen Sparkassen AG
since 2025: member of the Supervisory Board of Wiener Börse AG
since January 2026: member of the Supervisory Board of Santander Bank Polska S.A.
Alexandra Habeler-Drabek
Member of the Supervisory Board
Academic background:
MA degree in Commercial Sciences (1993) from the Vienna University of
Economics and Business (WU Wien)
Trainee programme at Creditanstalt
Professional background:
1995-1998: restructuring & workout manager at Creditanstalt
1998-2010: management positions in Credit Risk/Restructuring & Workout at Bank Austria Creditanstalt / Unicredit Bank
Austria
2010-2011: Head of Workout & Restructuring at Erste Bank Oesterreich
2012-2014: Head of Operational Risk Management at Erste Bank Oesterreich
2014-2016: Head of Group Enterprise-wide Risk Management at Erste Group Bank AG
2017-June 2019: member of the Management Board and CRO of Slovenská sporiteľňa
since July 2019: member of the Management Board and CRO (Chief Risk Officer) of Erste Group Bank AG
2021-July 2024: member of the Management Board and CRO of Erste Bank der oesterreichischen Sparkassen AG
since April 2021: member of the Supervisory Board of Erste Bank Hungary Zrt
since March 2025: Chair of the Supervisory Board of Slovenská sporiteľňa
since January 2026: member of the Supervisory Board of Santander Bank Polska S.A.
Maurizio Poletto
Member of the Supervisory Board
Academic background:
1992-1996: studied design at Istituto Superiore per le Industrie Artistiche
(ISIA)
Professional background:
1996-2003: designer/art director at Nofrontiere Design
2003-2020: founder/Creative Director at Collettiva Design
2012-2020: Managing Director & Head of Design of George Labs (previously: BeeOne) at Erste Group Bank AG
since June 2021: member of the Supervisory Board of Česká spořitelna, a. s.
since July 2021: member of the Management Board and CPO (Chief Platform Officer) of Erste Group Bank AG
since 2024: Chairman of the Supervisory Board of Erste Digital GmbH
since July 2024: member of the Management Board and COO (Chief Operation Officer) of Erste Group Bank AG
since January 2026: member of the Supervisory Board of Santander Bank Polska S.A.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
162
Supervisory Board committees
The Supervisory Board may establish committees and designate individuals responsible for managing the work of such committees. These committees
are designed to facilitate the current activities of the Supervisory Board by preparing draft Supervisory Board recommendations and decisions with regard
to their own motions or the motions presented by the Management Board.
The following Supervisory Board committees operate in Santander Bank Polska S.A.: Audit and Compliance Committee, Risk Committee, Nominations
Committee and Remuneration Committee. The responsibilities of these committees are set out in their respective terms of reference introduced by virtue
of the Supervisory Board resolutions.
The table below presents the membership of the Supervisory Board committees and attendance at the their meetings.
Composition of the Supervisory Board and members’
attendance at the meetings of the Supervisory Board
Committees in 2025 and 2024.
Role in the
Supervisory Board
No.
Members
of the Supervisory
Board
as at 31 December
2025
Members
of the Supervisory Board
as at 31 December 2024
Audit and
Compliance
Committee
Risk
Committee
Nominations
Committee
Remuneration
Committee
2025
2024
2025
2024
2025
2024
2025
2024
Chairman of the
Supervisory Board:
1.
Antonio Escámez
Torres
Antonio Escámez Torres
2.
José Luis de Mora
José Luis de Mora
2/7
3/4
9/9
5/7
3.
Dominika Bettman
Dominika Bettman
9/9
9/10
7/7
5/6
9/9
6/7
4.
José García Cantera
José García Cantera
5.
Danuta Dąbrowska
Danuta Dąbrowska
1)
9/9
9/10
1)
7/7
4/4
9/9
6/7
6.
Isabel Guerreiro
Isabel Guerreiro
7.
Adam Celiński
Adam Celiński
2)
9/9
5/5
7/7
6/6
8.
Jerzy Surma
Jerzy Surma
3)
3/3
7/7
4/4
3)
1/1
11.
Tomasz Sójka
Tomasz Sójka
4)
9/9
7/7
7/7
3/3
9/9
5/5
12.
Kamilla Marchewka
Bartkowiak
Kamilla Marchewka
Bartkowiak
4)
9/9
7/7
7/7
5/5
7/7
3/3
Number of meetings in a given year
9
10
7
6
7
4
9
7
1) Between 18 April 2024 and 30 June 2024, Danuta Dąbrowska chaired the Audit and Compliance Committee
2) Member of the Supervisory Board and Risk Committee as of 1 August 2023.Chairman of the Audit and Compliance Committee as of 1 July 2024.
3) Chairman of the Risk Committee until 18 April 2024, thereafter replaced by Dominika Bettman. Member of the Risk Committee since 1 July 2024. Member of the Nominations Committee and the Audit and Compliance
Committee until 18 April 2024.
4) Members of the Supervisory Board and its committees since 18 April 2024.
See below for more details about Supervisory Board Committees and their work in the past year.
Such information will also be presented in the Report on the Supervisory Board’s activity in 2025, which will be submitted to the General Meeting of
Santander Bank Polska S.A. and published in due course before that meeting.
Przewodniczący Komitetu
Członek Komitetu
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
163
Audit and Compliance Committee
The Audit and Compliance Committee supports the Supervisory Board in fulfilment of its oversight obligations towards shareholders and other
stakeholders in terms of:
→ the quality and integrity of the accounting policies, financial statements and disclosure practices;
→ compliance of the Bank’s business with laws and internal regulations;
→ independence and effectiveness of activities undertaken by internal and external auditors;
→ internal control system and risk management system.
The Committee also establishes the procedures which regulate how the Bank selects an audit company to review its financial statements and provide
assurance on its sustainability reports (the main assumptions are presented in the Policy on selection of an audit firm for auditing financial statements
and providing assurance on sustainability reporting in Santander Bank Polska S.A , including the attached regulations such as the Audit Firm Selection
Procedure), develops the policy on audit services and other permitted non-audit services, as well as prepares and submits recommendations to the
Supervisory Board regarding appointment, reappointment and removal of the auditor to audit financial statements and provide assurance on
sustainability reports, in accordance with the applicable laws and the Policy of Auditor Selection at Santander Bank Polska S.A. The Committee
assesses the independence of the statutory auditor, gives consent for such auditor to render other permitted non-audit services at the Bank and
monitors financial audits.
The Committee also monitors the Group’s sustainability reporting process and the Bank's process for identifying information presented in accordance
with sustainability reporting standards, as well reviews ESG ratings for the Bank and the SBP Group.
An important role of the Committee is also to support the Supervisory Board in overseeing the compliance function and compliance risk management.
To that end, the Committee conducts regular reviews of key compliance matters and changes in the regulatory environment, and assesses measures
taken by the Management Board in this respect.
The composition of the Audit and Compliance Committee remained unaltered throughout 2025, but it changed only after the new members of the
Supervisory Board were appointed in January 2026. Composition of the Committee as at 22 January 2026 and 31 December 2025:
Role in the Committee
No.
Composition as at
22 January 2026
No.
Composition as at
31 December 2025
Chairman:
1.
Adam Celiński
1.
Adam Celiński
Committee Members:
2.
Danuta Dąbrowska
2.
Dominika Bettman
3.
Dominika Bettman
3.
Danuta Dąbrowska
4.
Tomasz Sójka
4.
Kamilla Marchewka – Bartkowiak
5.
Alexandra Habeler-Drabek
5.
Tomasz Sójka
6.
Stefan Dörfler
7.
Maurizio Poletto
The Audit and Compliance Committee convenes at least four times per year at dates corresponding to the reporting and audit cycle. Additional meetings
are held when necessary. The Committee held nine meetings in 2025, including four joint meetings with the Risk Committee of the Supervisory Board.
The attendance rate was 100% during each meeting. Committee members’ attendance is presented above in the table Composition of the Supervisory
Board and members’ attendance at the meetings of the Supervisory Board Committees in 2025 and 2024.
In 2025, the Audit and Compliance Committee:
− reviewed the following documents and submitted them to the Supervisory Board for approval: the Bank’s audited financial statements for 2024,
financial statements of the Bank and the Group for Q1, Q3 and H1 2025;
− reviewed the following documents and submitted them to the Supervisory Board for approval: Capital Adequacy Report and Report on Disclosure
Committee Operations in 2024 as well as the Condensed Capital Adequacy Report of the Group as at 30 June 2025;
− issued a recommendation to the Supervisory Board to appoint PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k.
to review and audit the financial statements of the Bank and the Group for 2026;and recommended that the Bank seek consent from the KNF to
extend cooperation with the auditor beyond the pre-defined 10-year period;
− approved the assignment of permitted non-audit services to the external auditor:
→ review of interim financial statements of the Bank/ Group;
→ verification of consolidation packages;
→ verification of capital adequacy disclosures;
→ verification of reports on remuneration of the Management and Supervisory Boards;
→ services connected with an issue prospectus;
→ assurance services related to safekeeping of customers’ assets
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→ assurance services related to risk management and prospectuses for Santander TFI S.A.;
→ issuance of attestation letters in connection with the EMTN prospectus
− reviewed and monitored the implementation of the recommendations issued by the external auditor as specified in the letter on the audit for 2024
addressed to the Management Board. Detailed information about the cooperation with the auditor and related fees is presented in Chapter 10
“External auditor”.
− supervised the activity of the Internal Audit Area on a regular basis and monitored the Audit Plan delivery on an ongoing basis (including the status
of recommendations, review of the report on the delivery of the quality assurance and improvement programme in 2024);
− reviewed the reports of the Head of Internal Audit in Santander Brokerage Poland (as part of its oversight of the internal audit function);
− monitored the operations of the compliance unit in 2025, as well as assessed and recommended to the Supervisory Board the approval of the 2025
Compliance Programme;
− reviewed the compliance risk reports;
− reviewed the Consolidated Sustainability Statement of Santander Bank Polska Group for 2024.
− coordinated the auditor’s selection process.
Pursuant to the Act on statutory auditors, audit firms and public oversight, the majority of audit committee members should meet the statutory
independence criteria, which are also specified in the Bank’s Statutes (please note that this does not mean the “independence of mind” mentioned in
Article 22aa of the Banking Law Act or in the suitability assessment criteria for members of the Bank’s Management Board and Supervisory Board
applicable under Guidelines no. EBA/GL/2021/06 and KNF’s Suitability assessment methodology – rather, it means the independence as defined in Article
129(3) of the Act on statutory auditors, audit firms and public oversight). In accordance with the Principles of Corporate Governance for Supervised
Institutions, particularly members of the audit committee should have an independent status. In its Best practice for public interest entities on the rules
for appointment, composition and operations of the Audit Committee (a document binding for the Bank), the KNF stipulates that “audit committee
member is deemed independent if they have no financial interest related to the entity they control except for the remuneration received for the role
performed as a member of the supervisory board or other supervisory or controlling body (including the audit committee) of that entity”. In 2025, all
members of the Audit and Compliance Committee were independent members, and most of the Committee members meet the independence criteria as
of 22 January 2026. (see further down for more details).
Furthermore, all members of the Audit and Compliance Committee have independence of mind understood as an ability to make their own sound,
objective and independent decisions and judgments when performing their functions and responsibilities. Such behavioural skills are assessed at least
once a year as part of assessment of suitability of individual Supervisory Board members conducted in accordance with the Suitability assessment
methodology published by the KNF.
In line with the criteria indicated in the “Best practice for public interest entities relating to the appointment, composition and operations of the audit
committee”, the following members of the Audit and Compliance Committee are deemed to have relevant knowledge and skills in accountancy and
examination of financial statements:
1) hold a chartered auditor’s licence, ACCA certificate (Association of Chartered Certified Accountants) and have many years of professional experience:
→ Danuta Dąbrowska and
→ Adam Celiński (who is also an auditor);
2) have at least two-year professional experience connected directly with financial accounting, management accounting or financial statements auditing.
In other cases, the knowledge and skills of the candidate can be confirmed by: 1) education in the field of accounting or financial statements auditing
confirmed by a university degree diploma or specialist courses and training in accounting or financial statement auditing confirmed by a certificate or
other documents, and 2) accounting or financial statement auditing skills gained during the professional career:
→ Dominika Bettman: degree in economics and extensive professional experience gained in previous positions, including as CFO at companies from
Siemens Group.
→ Kamilla Marchewka-Bartkowiak: degree in economics (graduate of Poznań University of Economics and Business – Faculty of Finance and Monetary
Policy, PhD, an Associate Professor at the Department of Investments and Financial Markets of Poznań University of Economics and Business),
formerly Dean of the Faculty of Economics and Head of Postgraduate Studies: Internal Audit and Management Control as well as Finance and
Budgetary Accounting; an expert employed with the Office for Expertise and Regulatory Impact Assessment (previously: Parliamentary Analysis
Office) of the Chancellery of the Sejm of the Republic of Poland.
Knowledge and skills in terms of banking arising from the professional experience or academic background:
→ Dominika Bettman: competencies gained as the member of the Supervisory Board of Eurobank S.A.
→ Tomasz Sójka: educational background, recognised academic record and a broad knowledge of the Polish financial and business market, including
the banking sector; professional consultancy services provided to many financial institutions, including banks
→ Adam Celiński: many years of experience as a chartered auditor and partner in PricewaterhouseCoopers (PwC), including as the Financial Services
Leader
→ Kamilla Marchewka-Bartkowiak: expert knowledge and academic background in terms of finance and banking gained as part of her academic work
and as an expert employed with the Office for Expertise and Regulatory Impact Assessment (previously: Parliamentary Analysis Office) of the
Chancellery of the Sejm of the Republic of Poland; completed numerous scientific internships abroad, e.g. at Belgium’s and Italy’s central banks.
→ Danuta Dąbrowska – many years of experience in banking given her track record as a member of the Bank’s Supervisory Board.
Apart from the Committee's members, the regular attendees included the representatives of the Bank’s Auditor, the Vice President of the Management
Board in charge of the Risk Management Division, the member of the Management Board in charge of the Financial Accounting and Control Division, the
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member of the Management Board in charge of the Financial Management Division, the member of the Management Board in charge of the Legal and
Compliance Division, the Head of the Compliance Area, the Head of the Governance Department and the Head of the Internal Audit Area (Chief Audit
Executive). Other members of the Management Board and executives are also invited to attend as appropriate in order to present reports and discuss
issues related to the areas under their management, including to provide explanations for the issues highlighted in the reports of the Internal Audit
indicating areas for improvement as well as proposed remediation plans.
Changes in the Committee’s composition in 2026
On 22 January 2026, Alexandra Habeler-Drabek, Stefan Dörfler and Maurizio Poletto were appointed members of the Committee. Kamilla Marchewka-
Bartkowiak stepped down from the Committee. The majority of the current members of the Committee meet the independence criteria as defined in
Article 129(3) of the Act on statutory auditors, audit firms and public supervision. Furthermore, all members of the Audit and Compliance Committee
have independence of mind understood as an ability to make their own sound, objective and independent decisions and judgments when performing
their functions and responsibilities. The newly appointed members meet the above-mentioned requirements – this fact has been confirmed through the
suitability assessment conducted in accordance with the Suitability assessment methodology published by the KNF. The Chairman of the Committee
meets the independence criteria. The Committee‘s composition meets the criteria stipulated in the EBA guidelines re internal governance
(EBA/GL/2021/05).
The new members reinforce the Committee's collective expertise:
→ Stefan Dörfler has the knowledge and competencies in the area of accounting and auditing of financial statements, thanks to many years of
professional experience gained in managerial positions related to financial accounting, management accounting or the audit of financial
statements (in particular: senior management positions such as Head of the Financial Markets Area, Management Board member and CFO
with Erste Group – all these functions held since 2009);
→ Alexandra Habeler-Drabek has the expertise and professional experience gained in managerial positions (as a Management Board member
and CRO) concerning remuneration policies and practices, risk management and control activities, specifically: with regard to the mechanism
for aligning the remuneration structure to institutions’ risk and capital profiles;
→ Maurizio Poletto has the expertise and many years of professional experience gained in managerial positions as well as a Management Board
member, Chief Operating Officer and Chief Platform Officer – all these functions held since 2012. He gained the expertise and competencies
in banking during his long-term career as a top executive in financial institutions (Managing Director & Head of Design of George Labs) as well
as through specialist training.
All of the above-listed persons have the knowledge and experience allowing them to interpret and assess financial statements correctly and
independently, as well as the expertise in banking.
Risk Committee
The Risk Committee is specifically responsible for:
→ issuing opinions on the Bank’s current and future risk propensity;
→ issuing opinions on the risk management strategy developed by the Bank's Management Board and supervising its delivery;
→ supporting the Supervisory Board in overseeing the implementation of the risk management strategy by the senior management;
→ checking if the prices of liabilities and assets offered to customers match the Bank’s business model and risk management strategy, and if not –
making a proposal to the Management Board to ensure adequacy of asset and liability prices in relation to different risk types;
→ issuing opinions in relation to appointment and removal of the Management Board member in charge of risk management and opinions on
his/her annual objectives and their delivery.
The composition of the Risk Committee remained unaltered throughout 2025, and it changed only after the new members of the Supervisory Board were
appointed in January 2026. Composition of the Committee as at 22 January 2026 and 31 December 2025:
Role in the Committee
No.
Composition as at
22 January 2026
No.
Composition as at
31 December 2025
Chairman:
1.
Dominika Bettman
1.
Dominika Bettman
Committee Members:
2.
Adam Celiński
2.
Adam Celiński
3.
Kamilla Marchewka – Bartkowiak
3.
Kamilla Marchewka – Bartkowiak
4.
Danuta Dąbrowska
4.
Jerzy Surma
5.
Alexandra Habeler – Drabek
6.
Stefan Dörfler
7.
Maurizio Poletto
The Risk Committee convenes at least four times per year at dates corresponding to the reporting and audit cycle. Additional meetings are held when
necessary. In 2025, seven Committee meetings were held. Committee members’ attendance is presented above in the table Composition of the
Supervisory Board and members’ attendance at the meetings of the Supervisory Board Committees in 2025 and 2024
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When performing its responsibilities, the Committee takes into account the fact that risk-taking by the Bank has to be adequate to the scale and profile
of its business. Risk management is governed by the industry standards and regulatory guidance and recommendations concerning, among other things,
operational risk, credit risk, market risk and liquidity risk. The Committee provided support to the Supervisory Board in exercising continued oversight
over all risks related the Bank’s operations.
In 2025, the Committee focused on the risks related to: the war in Ukraine, the Bank’s ICT environment, information security, preventive action plans
concerning potential unavailability of IT systems, the CHF loan portfolio (including provisions) and the cost of risk. The Committee supervised the work
performed at the Bank to ensure compliance with the requirements arising from the Regulation on digital operational resilience for the financial sector
(DORA). The Committee also monitored the current macroeconomic situation and its impact on the level of risk.
Changes in the Committee’s composition in 2026
On 22 January 2026, the following new members of the Supervisory Board were appointed: Stefan Dörfler, Alexandra Habeler-Drabek, Maurizio Poletto
and Danuta Dąbrowska. Jerzy Surma stepped down from the Committee. The Bank always ensures that 50% of Committee members are independent
members, and the Chairman also meets the independence criteria. The Committee‘s composition meets the criteria stipulated in the EBA guidelines re
internal governance (EBA/GL/2021/05). The new members reinforce the Committee's collective expertise. In particular: Alexandra Habeler-Drabek, due
to her professional knowledge and experience in risk management gained in management positions (as a Management Board member and CRO); Stefan
Dörfler – in the area of accounting and finance – and Maurizio Poletto – in the area of IT and ICT risks.
Nominations Committee
The Nominations Committee supports the Supervisory Board in performing its tasks, issues recommendations on the appointment and removal of
members of the Supervisory Board, Management Board and other key function holders by the Bank’s relevant bodies, and contributes to the
performance of the Bank's duties with respect to the assessment of the suitability of members of the Supervisory Board, Management Board and key
function holders
.
The composition of the Nominations Committee remained unaltered throughout 2025, and it changed only after the new members of the Supervisory
Board were appointed in January 2026. Composition of the Committee as at 22 January 2026 and 31 December 2025:
Role in the Committee
No.
Composition as at
22 January 2026
No.
Composition as at
31 December 2025
Chairman:
1.
Tomasz Sójka
1.
Tomasz Sójka
Committee Members:
2.
Danuta Dąbrowska
2.
José Luis de Mora
3.
Kamilla Marchewka – Bartkowiak
3.
Danuta Dąbrowska
4.
Peter Bosek
4.
Kamilla Marchewka – Bartkowiak
5.
Stefan Dörfler
The Nominations Committee holds regular meetings at last four times a year, as per the schedule agreed upon at the beginning of the year. Additional
meetings are held when necessary. In 2025, seven Committee meetings were held. Committee members’ attendance is presented above in the table
Composition of the Supervisory Board and members’ attendance at the meetings of the Supervisory Board Committees in 2025 and 2024.
In 2025, the Nominations Committee focused on: (i) suitability assessment of members of the Management Board (including appointments for a new
term of office) and the Supervisory Board and candidates for members of the Bank’s bodies as well as on the suitability assessment of these governing
bodies as a whole; (ii) succession plans; (iii) review of the diversity policy and policies concerning the suitability assessment, selection, appointment and
succession planning.
Changes in the Committee’s composition in 2026
On 22 January 2026, Peter Bosek and Stefan Dörfler were appointed members of the Committee. The Bank always ensures that 50% of Committee
members are independent members, and the Chairman also meets the independence criteria. The Committee‘s composition meets the criteria stipulated
in the EBA guidelines re internal governance (EBA/GL/2021/05). The new members reinforce the Committee's collective expertise through their academic
background and hands-on professional experience.
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Remuneration Committee
The Remuneration Committee supports the Supervisory Board in performing its tasks concerning remuneration of members of the Bank’s governing
bodies and key function holders, reviews and monitors the remuneration policy and supports the General Meeting, the Supervisory Board and the
Management Board in developing and implementing that policy.
The composition of the Remuneration Committee remained unaltered throughout 2025, and it changed only after the new members of the Supervisory
Board were appointed in January 2026. Composition of the Committee as at 22 January 2026 and 31 December 2025:
Role in the Committee
No.
Composition as at
22 January 2026
No.
Composition as at
31 December 2025
Chairman:
1.
Danuta Dąbrowska
1.
Danuta Dąbrowska
Committee Members:
2.
Dominika Bettman
2.
Dominika Bettman
3.
Tomasz Sójka
3.
Tomasz Sójka
4.
Peter Bosek
4.
José Luis de Mora
5.
Alexandra Habeler – Drabek
The Committee holds regular meetings four times a year, as per the schedule agreed upon at the beginning of the year.
Additional meetings are held when necessary. In 2025, nine Committee meetings were held. Committee members’ attendance is presented above in the
table Composition of the Supervisory Board and members’ attendance at the meetings of the Supervisory Board Committees in 2025 and 2024.
In 2025, the Remuneration Committee:
− reviewed the Management Board members’ performance and set their targets for 2025 (including the target matrix for Management Board
members for the purpose of Incentive Plan VII);
− recommended the 2024 bonus for Management Board members, the Head of Internal Audit Area and the Head of Compliance;
− reviewed and assessed the compliance with the triggers for payment of variable remuneration to the individuals with the status of identified
employees and recommended that the Supervisory Board should approve the payment of deferred portions of variable remuneration payable in
2025;
− reviewed the bonus schemes for key executives, management, employees of the Business Support Centre and branch banking employees;
− recommended the amount of remuneration for newly-appointed members of the Management Board;
− reviewed and evaluated the current remuneration policy;
− reviewed and identified the Material Risk Takers;
− reviewed the existing remuneration levels and the Management Board’s decisions on adjustment of remuneration levels;
− reviewed the remuneration levels for members of the Management Board and Supervisory Board and issued change recommendations;
− confirmed that requirements for payment of award to participants of Incentive Plan VII for 2024 were met, and
− reviewed the internal regulations within the scope of the Committee’s operations.
Changes in the Committee’s composition in 2026
On 22 January 2026, Peter Bosek and Alexandra Habeler-Drabek were appointed members of the Committee. The Bank always ensures that 50% of
Committee members are independent members, and the Chairman also meets the independence criteria. The Committee‘s composition meets the criteria
stipulated in the EBA guidelines re internal governance (EBA/GL/2021/05). The new members reinforce the Committee's collective expertise, in particular:
Peter Bosek – due to his long-term experience as a manager and top executive, and Alexandra Habeler-Drabek – due to her expertise concerning
remuneration policies and practices, risk management and control, particularly with regard to the mechanism for aligning the remuneration structure to
institutions’ risk and capital profiles.
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Management Board
Appointment and Removal of Executives
Members of the Management Board of Santander Bank Polska S.A. are appointed and removed in accordance with the Commercial Companies Code,
Banking Law Act and the Bank’s Statutes.
The Bank’s Management Board consists of at least three persons (including the Management Board President) appointed by the Supervisory Board for a
joint three-year term of office. Terms of office are set in full financial years. At least half of the Management Board members (including the Management
Board President) are required to speak Polish, have a university degree, be permanent residents of Poland, have good knowledge of the Polish banking
sector and experience of the Polish market to manage a Polish banking institution. Two Management Board members, including the Management Board
President, are appointed with the approval of the KNF. Management Board members may be removed by the Supervisory Board or the General Meeting
at any time.
The term of office of the Management Board member expires no later than on the date of the General Meeting held to approve the financial statements
for the last full financial year in which the member served on the Management Board. It also expires as a result of the member's death, resignation or
removal. The term of office of the Management Board member who was appointed before the end of the term of the Management Board expires at the
same time as those of the remaining members.
All Management Board members are subject to individual suitability assessment (initial and ongoing). The Management Board is also subject to collective
suitability assessment. The foregoing processes are delivered in accordance with the Policy on suitability assessment of Management Board members
and key function holders in Santander Bank Polska S.A. developed in line with the Joint Guidelines no. EBA/GL/2021/06, Regulation of the Minister of
Finance of 7 May 2018 on specific tasks of the nomination committees in significant banks, and other applicable laws, in particular the Banking Law Act
and the Commercial Companies Code. The assessment is also conducted according to the KNF’s Suitability assessment methodology. The individual and
collective suitability assessments are conducted at least once a year and as required under the above-mentioned policy, e.g. when candidates are
proposed for the Management Board positions (in this case, the assessment should be generally performed before the formal appointment), when
membership of the Management Board changes or when the Bank’s business model is significantly modified.
Pursuant to Article 22b(1) of the Banking Law Act, the Management Board President and the Management Board member in charge of material risk
management are appointed with the approval of the KNF. Such approval was required in relation to the appointment of Michał Gajewski as the President
of the Management Board and Artur Głembocki as the Management Board member in charge of material risk in the Bank’s operations.
The individual and collective suitability assessments confirmed that each member of the Management Board and the Management Board as a whole
have appropriate knowledge and skills and meet all the suitability criteria to perform their functions.
Powers of Executives
The Management Board of Santander Bank Polska S.A. manages and represents the Bank.
The Management Board takes decisions to raise obligations or transfer assets where the total value for one entity exceeds 5% of the Bank’s own funds.
It may also, by way of resolution, delegate its powers to take such decisions to other committees or persons at the Bank. The Management Board
members run the Bank’s affairs jointly, and in particular: define the Bank’s mission, set long-term action plans and strategic objectives, prepare
assumptions for the Bank’s business and financial plans, approve proposed plans and monitor their performance, regularly report to the Supervisory
Board on the Bank’s position in the scope and at the dates agreed with the Supervisory Board, appoint permanent or ad hoc committees and designate
individuals responsible for managing the work of such committees. The committees are composed of both Management Board members and persons
from outside the Management Board.
Management Board members acting severally do not have any specific powers and cannot take decisions on issuing or redeeming shares.
Standing committees operating at the Bank include among others:
• Assets and Liabilities Committee (ALCO)
• Credit Policy Forum for Retail Credit
Portfolios
• Credit Policy Forum for SME Credit
Portfolios
• Credit Policy Forum for Business and
Corporate Credit Portfolios
• Provisions Committee
• Operational Risk Management
Committee (ORMCO)
• Disclosure Committee
• Urban Regeneration Fund Investment
Committee
• Information Management Committee
• Risk Management Committee
• Model Risk Management Committee
• AML Operating Committee
• AML Decision Committee
• Credit Committee
• Local Marketing and Monitoring
Committee
• ESG Committee
• Capital Committee
• Monographic Session Committee
• Suppliers Panel
• Risk Control Committee
• Special Situations Management
Committees (Gold, Silver, Bronze
Group)
• Compliance Committee
• Market and Investment Risk
Committee
• Credit Risk Committee
• Recovery Committee
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Role of the Management Board
The Management Board operations are primarily governed by the Banking Law Act, the Commercial Companies Code, the Bank’s Statutes and the Terms
of Reference of the Management Board, available on the Bank’s Investor Relations website, section: https://www.santander.pl/en/investor-
relations/corporate-documents
According to the Bank’s Statutes, the following individuals are authorized to represent and bind the Bank: a) the Management Board President acting
individually, and b) two members of the Management Board acting jointly, or a member of the Management Board acting jointly with a commercial
representative (proxy), or two commercial representatives (proxies) acting jointly. Attorneys may be appointed and authorised to act individually or jointly
with any of the persons indicated in b) or with another appointed and authorised attorney.
The Management Board deals with all issues which have not been restricted to the remit of the General Meeting or the Supervisory Board. The
Management Board takes decisions in the form of resolutions which are adopted by absolute majority in open voting.
The Management Board adopts resolutions in a secret ballot in cases stipulated by law. Management Board meetings are held as required. The
Management Board members convene in a single location, or in different locations using remote communication channels.
Assessment of adequacy of regulations concerning the Management Board
On 12 March 2025, the Management Board self-assessed the effectiveness of regulations concerning its activities in line with KNF’s Recommendation Z
no. 8.9 and concluded that they were adequate and effective. Next, on 19 March 2024, the Supervisory Board analysed these regulations, approved the
self-assessment results and determined that the regulations duly reflected the specific nature of the Bank’s operations, its size and organisational
structure. Moreover, they meet all the regulatory requirements, both in terms of the provisions of law, KNF recommendations and EBA’s guidelines on
internal governance.
Assessment of the efficiency and effectiveness of the Management Board
On 16 July 2025, the Management Board self-assessed the effectiveness of its activities in line with KNF’s Recommendation Z no. 8.9. The Management
Board stated it had duly and effectively managed the Bank and discharged its responsibilities arising from applicable laws, including the Commercial
Companies Code, the Banking Law Act, the Bank's Statutes and the KNF recommendations, as well as from corporate governance rules. On 29 July
2025,the Supervisory Board assessed the Management Board and concluded that the latter operated in an effective and efficient manner. The assessment
took into account the Bank’s record high financial performance for 2024, which confirms the effective management of the identified risks and the
institution’s capacity to effectively face market challenges. Also, the assessment recognised the key internal and external aspects which have impact on
the Bank’s operations: economic growth; labour market – unemployment rate persisting on a low level and two-digit growth in wages; inflation; the
growth in wages and expansive fiscal policy; monetary policy – interest rates cuts in 2025, with simultaneous mixed signals from the central bank; fiscal
policy; credit market (its revival, including improved lending growth in terms of volumes); record-high sales of consumer loans; normalisation of demand
for home loans given the completion of the Safe Loan 2% programme); situation on financial markets (high volatility on debt markets, extraordinary
stability of PLN/EUR rate throughout the year); planned sale of Santander Bank Polska shares held by Banco Santander S.A.; changes in the Bank's
governing bodies and other personnel changes and very fast development of AI systems and models.
Activities of the Management Board in 2025
In 2025, the Management Board focused on continued implementation of the business growth strategy and creation of value for customers and
shareholders. The Management Board’s agenda covered the Bank’s current business situation, important operational events and matters raised by the
heads of organisational units. The Management Board focused on the transformation, sustainability (ESG) and issues arising from the KNF’s supervisory
priorities for 2025, such as: management of IRRBB, preparations for the management of liquidity risk in crisis situations as well as supervision over the
management of large credit exposures and credit concentration risk. The Management Board monitored the implementation of KNF recommendations,
reviewed the Bank’s financial performance figures on a regular basis as well as analysed the effectiveness of internal audits and operations of specific
business lines and support units.
It also supervised the delivery of technological security-related initiatives, processes aimed to bring the Bank in compliance with regulatory changes as
well as the development of products for customers. In 2025, Management Board also focused on a broader implementation of modern technologies
across the Bank – both with regard to security and operational efficiency. This programme served to optimise the solutions provided to customers as well
as to stabilise and streamline the processes.
The number of awards and recognitions granted to the Bank in 2025 confirms how effectively the Management Board operates. Such accolades include:
→ Best Bank for Businesses (Newsweek & Forbes) – for the fifth year in a row, the Bank was named the winner of Forbes Polska “Business-
Friendly Bank” ranking;
→ Best Bank in Poland ”Bank of the Year 2025” and Best Private Bank Poland – for the fourth time, SBP was named Best Bank in Poland in the
”Bank of the Year 2025” competition organised by The Banker magazine (a member of The Financial Times Group), and was also awarded the
prestigious Best Private Bank Poland title;
→ Top Employer Polska and Top Employer Europe – it was for the tenth time that the Bank has been granted this certificate and ranked among
the top ten certified organisations.
In 2025, the Management Board paid much attention to processes linked with the change of the Bank’s majority shareholder, in connection with the
planned transaction announced on 5 May 2025 by Banco Santander S.A. and Erste Group Bank AG (i.e. the purchase of approx. a 49% stake in the Bank
by Erste). The Management Board took efforts to prepare the Bank for a smooth transition to a new capital group – by supervising the work concerning
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IT systems, operational processes and the full continuity of the Bank's key systems, while ensuring the required stability, reliability and high availability
of these systems.
The Management Board carried out its activities based on the adopted schedule of meetings and the general work plan adjusted during the year to the
current circumstances. The agenda of each meeting covered business issues, important developments in the Bank and matters submitted by unit heads
for consideration. The Management Board acted in compliance with the binding corporate framework and performed its tasks in the way to ensure that
the Bank operates correctly, while maintaining the transparency of decision-making processes and effective supervision over the key areas of activity. In
2025, the Management Board passed 325 resolutions and held 52 meetings.
In 2025, members of the Management Board attended in a number of training sessions as part of their individual development plans. The training courses
covered topics such as regulatory changes in the context of new technology development, ESG, greenwashing, decarbonisation, risk management, anti-
money laundering, market and banking sector trends, and cybersecurity. In addition, members of the Management Board participated in conferences and
events related to sustainable development and ESG, as described in Chapter XIII “Consolidated sustainability statement of Santander Bank Polska Group
for 2025” (from page 221).
Composition of the Management Board
The table below presents the composition of the Management Board and the roles and responsibilities of its members in the period between 1 January
2025 – 15 April 2025
Role in the
Management
Board
No.
Composition from 1 January 2025
until 15 April 2025
Reporting area from 1 January 2025 until 15 April 2025
President of
the
Management
Board:
1.
Michał Gajewski
1) Internal Audit Area
2) Legal Area
3) Other units outside of the divisional structure:
Communication and Brand Experience Area, Customer Excellence Centre, Corporate
Governance Department
Vice Presidents
of the
Management
Board:
2.
Andrzej Burliga
1) Risk Management Division
2) Business Intelligence Area (unit outside the divisional structure)
3.
Juan de Porras Aguirre
1) Corporate and Investment Banking Division
2) Wealth Management and Insurance Division
Members of
the
Management
Board:
4.
Lech Gałkowski
Business and Corporate Banking Division
5.
Wojciech Skalski
Financial Accounting and Control Division
6.
Magdalena Proga-Stępień
1) Retail Banking Division
2) Branch Network
7.
Maciej Reluga
1) Financial Management Division
2) Digital Transformation Division
8.
Dorota Strojkowska
Business Partnership Division
9.
Artur Głembocki
Compliance and FCC Division
The previous term of office of the Management Board expired on 31 December 2024 (i.e. after the lapse of three full accounting years since appointing
the Supervisory Board currently in office – 22 March 2021), whilst the mandates of the Supervisory Board members expired as of 15 April 2025 (i.e. when
the General Meeting approved the Bank’s financial statements for 2024 (Resolution no. 3)). On 15 March 2025, the Bank’s Supervisory Board appointed
the Management Board for a new three-year term of office in the following composition (under Resolutions nos. 53/2025 – 61/2025), effective of 16
April 2025:
Michał Gajewski continued in the role of the President of the Management Board in 2025. Artur Głembocki was appointed Vice President of the
Management Board acting as the Management Board member supervising the management of material risk in the activity of Santander Bank Polska S.A.,
i.e. the function defined in Article 22a(4) of the Banking Law. This appointment required a previous consent from the the Polish Financial Supervision
Authority (KNF). The Bank has obtained such approval before passing the relevant resolution. Consequently, Andrzej Burliga stepped down from this
position on 16 April 2025 – he was entrusted with the management of the Digital Transformation Division Lech Gałkowski, Magdalena Proga-Stępień
and Maciej Reluga were appointed Vice-Presidents of the Management Board. Wojciech Skalski and Dorota Strojkowska continue in their roles as
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
171
members of the Management Board. Juan de Porras Aguirre was not appointed for another term of office as a member of the Management Board. He
was replaced by Magdalena Szwarc-Bakuła as of 16 April 2025.
The table below presents the composition of the Management Board of Santander Bank Polska S.A. as at 31 December 2025 and 31 December 2024 and
the roles and responsibilities of its members. The ownership change that came into effect on 9 January 2026 (Erste Group Bank AG as the Bank’s new
majority shareholder) has had no impact on the composition of the Management Board. The Bank’s organisational structure is presented in Part 1 of
Chapter X “Organisational and infrastructure development”.
Role in the
Management
Board
No.
Composition as
at 31 December
2025
Reporting area
as at 31 December 2025
No.
Composition as at 31
December 2025
Reporting area as at 31
December 2024
President of the
Management
Board:
1.
Michał Gajewski
1) Internal Audit Area
2) Other units outside of the
divisional structure:
Communication and Brand
Experience Area, Corporate
Governance Department
1.
Michał Gajewski
1) Internal Audit Area
2) Legal Area
3) Other units outside of the
divisional structure:
Corporate Communication and
Marketing Area, Corporate
Governance Department
Vice Presidents of
the Management
Board:
2.
Andrzej Burliga
1) Digital Transformation
Division
2) Models and Data Area (unit
outside the divisional structure)
2.
Andrzej Burliga
1) Risk Management Division
2) Models and Data Area
(formerly: Business Intelligence
Area, a unit outside the
divisional structure)
3.
Lech Gałkowski
1) Business and Corporate
Banking Division
2) Corporate and Investment
Banking Division
3) Wealth Management Area
4) separate organisational unit –
Santander Biuro Maklerskie
(Santander Brokerage Poland)
1)
-
-
4.
Artur Głembocki
Risk Management Division
-
-
5.
Magdalena
Proga-Stępień
1) Retail Banking Division
2) Branch Network
-
-
6.
Maciej Reluga
Financial Management Division
-
-
-
-
3.
Juan de Porras Aguirre
Corporate and Investment
Banking Division and the Wealth
Management and Insurance
Division
2)
Members of the
Management
Board:
7.
Wojciech Skalski
Financial Accounting and
Control Division
4.
Wojciech Skalski
Financial Accounting and Control
Division
8.
Dorota
Strojkowska
Business Partnership Division;
5.
Dorota Strojkowska
Business Partnership Division
10.
Magdalena
Szwarc-Bakuła
Legal and Compliance Division
-
-
-
-
6.
Lech Gałkowski
Business and Corporate Banking
Division
-
-
7.
Patryk Nowakowski
3)
Digital Transformation Division
-
-
8.
Maciej Reluga
Financial Management Division
-
-
9.
Artur Głembocki
Compliance and FCC Division
-
-
10.
Magdalena Proga-Stępień
1) Retail Banking Division
2) Branch Network
1) Separate organisational unit – on 1 December 2025, Santander Brokerage Poland was carved out from the Wealth Management Area.
2) In charge of the Wealth Management and Insurance Division as of 1 April 2024.
3) On 6 November 2024, Patryk Nowakowski resigned as a member of the Bank’s Management Board (effective as of 1 January 2025).
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
172
Suitability assessment, knowledge and skills related to sustainable development
The individual and collective suitability assessments confirmed that each member of the Management Board and the Management Board as a whole
have appropriate knowledge and skills and meet all the suitability criteria to perform their functions. They are also an important and clear sign that the
Bank has proper succession plans in place, and therefore ensures stable management and long-term development of talents within the organisation as
well as recognises the professional experience and longtime engagement in the development of the Bank.
The professional activities of the Management Board members focused on the performance of obligations connected with their role in the Management
Board and this was their main task. The Management Board members complied with the limitation of the positions held with other companies, as
stipulated in Article 22aa of the Banking Law Act. The succession of the Management Board members and the continued delivery of the business
processes at the senior management levels is ensured by the Nomination and Succession Planning Policy for Management Board Members at Santander
Bank Polska S.A. and the succession plans in place.
As in the case of the Supervisory Board, the individual suitability assessment of Management Board members (or candidates) and collective suitability
assessment of the Management Board (as a whole) focus on the expert knowledge and skills in the area of sustainable development – the Bank verifies
whether or not the assessed persons have knowledge, skills as well as theoretical and practical experience relating to risk management (identifying,
assessing, monitoring, controlling and mitigating the main types of risk, including environmental, social and governance risks and risk factors) and
collects relevant statements from these persons. The Bank recognises the level of ESG knowledge when performing the suitability assessment.
Management Board members have demonstrated their competencies in this area. The Bank also provides the Management Board members with access
to training delivered by both internal and external experts so that they can improve their competencies in that area on an ongoing basis.
The information about the academic background and professional experience of the Bank’s Management Board members is presented below. It is also
published on the Bank’s website at: https://www.santander.pl/en/investor-relations/about-company/authorities
Brief information about members of the Management Board of Santander Bank Polska S.A.
Michał Gajewski
President of the Management Board
Academic background:
Legal counsel
Graduate of Adam Mickiewicz University in Poznań,
Northwestern University in Chicago and London Business School
Professional background:
1992-2008: WBK Group and BZ WBK Group (including the role of BZ WBK Management Board member in charge
of Retail Banking)
2008-2011: Vice President of the Management Board of BGŻ S.A. in charge of Retail, SME and Corporate Banking
2012-2015: Macroregional Director in the Retail Banking Division, Bank Millennium S.A.
2015: Member of the Management Board of Bank Millennium S.A. in charge of the Retail Banking Division
since 2016: President of the Management Board of Santander Bank Polska S.A.
since 2024: Vice Chairman of the Supervisory Board Polski Standard Płatności S.A.and member of the Board of
Adam Mickiewicz University in Poznań
Andrzej Burliga
Vice President of the Management Board
Digital Transformation Division
Academic background:
Graduate of the Faculty of Theoretical Mathematics at Wrocław
University
Completed programmes in management and risk management
(e.g. INSEAD International Executives Development Programme,
BZ WBK Development Programme for Executives, LMC
Consulting – Lilley Moncrieff Taylor)
Member of Professional Risk Managers’ International
Association (PRMIA)
Professional background:
1995-2001: Treasury Department of Bank Zachodni S.A. (including the role of the Head of the Department)
2001-2006: Head of the Risk Management Department at Bank Zachodni WBK S.A.
2007-2017: Member of the Management Board of Bank Zachodni WBK S.A.
2017-April 2025: Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Risk
Management Division
since April 2025: Vice President of the Management Board in charge of the Digital Transformation Division
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
173
Lech Gałkowski
Vice President of the Management Board
Business and Corporate Banking Division,
and Corporate and Investment Banking
Division
Academic background:
Graduate of the SGH Warsaw School of Economics (Finance and
Banking)
Holder of scholarship at Staffordshire University Business School
Professional background:
1996-1998: Senior Auditor responsible for the banking sector, Coopers & Lybrand sp. z o.o.
1998-2003: Senior Banker responsible for the automotive, consumer and healthcare sectors, ABN AMRO Bank
(Polska) S.A.
2003-2007: CFO and commercial representative, Volvo Auto Polska sp. z o.o.
2008-2012: Member of the Management Board in charge of Corporate and Investment Banking, RBS Bank (Polska)
S.A. (formerly ABN AMRO Bank (Polska) S.A.)
since 2010: Chairman of the Supervisory Board of Telestrada S.A.
2012-2021: Head of the Corporate and Investment Banking Department (until 2018) and – following an
organisational change – Head of the Investment Banking Department of Santander Bank Polska S.A. responsible
for development and implementation of a customer relationship strategy
2021-April 2025: Member of the Management Board of Santander Bank Polska S.A. in charge of the Business and
Corporate Banking Division
since April 2025: Vice President of the Management Board in charge of the Business and Corporate Banking
Division and of the Corporate and Investment Banking Division
Maciej Reluga
Vice President of the Management Board
Financial Management Division
Academic background:
Graduate of the faculty of Economic Science at Warsaw
University; completed the Finance Management Programme at
the University of Namur (Belgium)
Studied at ICAN Institute’s Strategic Leadership Academy and
completed Senior Management Programme in Banking at Swiss
Finance Institute
Attended a number of programmes and training courses
(including at the University of Cambridge)
Professional background:
1996-1998: Analyst at NBP
1998-2002: Economist at ING Bank Śląski and ING Barings
since 2002: Bank Zachodni WBK S.A. (Chief Economist)
2017-April 2025: Member of the Management Board of Santander Bank Polska S.A. in charge of the Financial
Management Division
since April 2025: Vice President of the Management Board in charge of Financial Management Division
Magdalena Proga-Stępień
Vice President of the Management Board
Retail Banking Division and the branch
network
Academic background:
Graduate of the SGH Warsaw School of Economics (faculties:
Finance & Banking and International Economic & Political
Relations)
MBA degree from the Northwestern University in Illinois, Kellogg
School of Management
Professional background:
1999: Analyst at Bank Austria Creditanstalt, Austria
2000: Financial Institutions Auditor at KPMG Sp. z o.o
2001: Business Analyst at Monitor Deloitte, Germany
2001-2011: Partner at McKinsey & Company Sp. z o.o.
2011-2015: Chief Sales & Distribution Officer at Citi Handlowy
2015-2017: CEO of T-Mobile Bank for Poland and Romania (2015-2017)
2017-2020: Chief Strategy & Transformation Officer at Alior Bank
2020-2021: Top Management Advisor at Egon Zehnder Sp. z o.o.
2021-2023: Head of Distribution, Santander Bank Polska S.A.
2023-April 2025: Member of the Management Board of Santander Bank Polska S.A. in charge of the Retail Banking
Division
Since April 2025: Vice President of the Management Board in charge of the Retail Banking Division and the branch
network
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
174
Artur Głembocki
Vice President of the Management Board
Risk Management Division
Academic background:
Graduate of the Wrocław University of Science and Technology
(Management)
Completed a number of courses in leadership, risk management,
money laundering prevention, and financial crime compliance
Professional background:
Since 2008 at Santander Bank Polska S.A. (formerly Bank Zachodni WBK S.A.):
2013-2016: Head of the Corporate Portfolio Risk Management Department
2016-2022: Head of the Risk Management Area
2022-2023: Deputy CRO, Head of the Risk Management Area
2023-April 2025: Member of the Management Board of Santander Bank Polska S.A. in charge of the Compliance
and FCC Division
since April 2025: Vice President of the Management Board in charge of the Risk Management Division
Wojciech Skalski
Member of the Management Board
Financial Accounting and Control Division
Academic background:
Graduate of the Wrocław University of Economics (Banking and
Finance)
Holder of scholarship at the University of Limerick
Completed the executive programme at the ICAN Institute,
Harvard Business Review
Certified chartered auditor and a member of the Association of
Certified Chartered Accountants (ACCA)
Professional background:
Prior to joining Santander Bank Polska S.A. Wojciech Skalski, he gained experience with audit and consulting
companies: Ernst & Young (2002-2003) and Arthur Andersen (1998-2002).
He has worked for Santander Bank Polska S.A. since 2003, first as the accounting policy manager, to be then
promoted, over the next couple of years, to the Head of the Tax and Methodological Support. At the same time, he
was the deputy Head of the Financial Accounting Area. From 2008, he was the Head of the Financial Accounting
Area.
Since January 2024, he has been member of the Management Board of Santander Bank Polska S.A. in charge of
the Financial Accounting and Control Division.
Dorota Strojkowska
Member of the Management Board
Business Partnership Division
Academic background:
Graduate of Polish and Classical Philology at Adam Mickiewicz
University in Poznań
Postgraduate of Poznań University of Economics and Business
and Kozminski University
Completed a number of training courses on HR management,
coaching, strategic planning, financial management and business
psychology, including Development of Managerial Skills at
Nottingham Trent University and Advanced Leadership
Programme at ICAN Institute, Harvard Business Review
Professional background:
2005-2012: Team Manager in the CRM and Sales Support Department of Bank Zachodni WBK S.A.
2012-2013: Retail Banking Business Model Coherency Director at Bank Zachodni WBK S.A.
2013-2016: Head of the Organisational Effectiveness Area at Bank Zachodni WBK S.A.
from April to December 2016: Head of the HR Division at PKO BP
since 2017: Member of the Management Board of Santander Bank Polska S.A. in charge of the Business Partnership
Division
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
175
Magdalena Szwarc-Bakuła
Member of the Management Board
Legal and Compliance Division
Academic background:
A graduate of the Law and Administration faculty at the Warsaw
University (faculty: Law)
She also completed the postgraduate studies at the Warsaw
School of Economics (Commercial Companies Law), at the
Warsaw University (Marketing and Management Executive
MBA) and at the University of Illinois Urbana-Champaign
(Executive MBA).
Professional background:
Before she joined Santander Bank Polska, Magdalena Szwarc-Bakuła gained experience at EFG Eurobank and
international law firms, e.g. Weil, Gotshal & Manges.
2016-2019: Head of the Group Legal Services Office (Santander Bank Polska)
2019-2021: Head of the Legal Services Department for Business (Santander Bank Polska)
2021-2023: Head of the Legal Services Department (Santander Bank Polska)
2023-2025: Head of the Legal Area (Santander Bank Polska)
Since April 2025, she has been the member of the Management Board in charge of the Legal and Compliance
Division in Santander Bank Polska S.A.
Member of the Management Board of Santander Bank Polska S.A. who ceased to perform his role in 2025:
Juan De Porras Aquirre
Vice President of the Management Board
Corporate and Investment Banking Division
and Wealth Management and Insurance
Division
Academic background:
Graduate of Universidad de Granada (Law)
MBA degree from Escuela Superior de Administración y Dirección
de Empresas in Barcelona
Completed the Investment Banking Executive Programme at
Northwestern University in Chicago
Professional background:
1989-1998: Commerzbank and Lloyds Bank (credit risk)
1997-2004: Société Générale (manager of relationships with telecommunication and energy companies, Deputy
Head of the Madrid-based Corporate & Investment Banking)
2004-2005: Rabobank in Madrid (responsible for building the Spanish energy and telecom sector portfolio)
2005-2007: Senior Director at Royal Bank of Scotland in Madrid, responsible for the energy, oil and gas sectors
since 2007: Managing Director of Global Banking & Markets at Banco Santander S.A.
2011-2017: Member of the Management Board of Bank Zachodni WBK S.A.
2017-April 2025: Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Corporate
and Investment Banking Division and since 2024 – also in charge of the Wealth Management and Insurance Division
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
176
5. Remuneration policy
Remuneration of Management and Supervisory Boards
Remuneration of Supervisory Board members
Internal regulations concerning remuneration for supervisory function holders
The amount of remuneration of the Supervisory Board members is specified in Resolution no. 43 of the Annual General Meeting of 18 April 2024; with
amendments referring to the remuneration of the Chair of the Supervisory Board introduced by the Annual General Meeting’s Resolutions no. 34 of 15
April 2025 and Extraordinary General Meeting’s Resolution no. 12 of 22 January 2026.
Remuneration principles
The remuneration of members of the Supervisory Board of Santander Bank Polska S.A. is set by the Bank’s General Meeting, depending on the function
performed on the Supervisory Board, membership of the Supervisory Board Committees and the related additional tasks performed. The General Meeting
may authorise the Supervisory Board to determine additional remuneration for the Supervisory Board members entrusted with ongoing individual
oversight. The remuneration for Supervisory Board members is paid in cash only.
No additional discretionary pension benefits or early retirement programmes are envisaged for the Supervisory Board members.
Amount of remuneration
Pursuant to the resolution of the Annual General Meeting, members of the Supervisory Board are paid monthly remuneration for performing their role
on the Supervisory Board and additional remuneration for participating in each of the meetings of the Supervisory Board Committees on which they sit.
The following three members of the Supervisory Board: José García Cantera, Isabel Guerreiro and José Luis de Mora, related to Santander Group, who
served as the Supervisory Board members until 9 January 2026, did not receive a remuneration.
On 22 January 2026, the Extraordinary General Meeting appointed four new members of the Supervisory Board: Peter Bosek, Stefan Dörfler, Alexandra
Habeler-Drabek and Maurizio Poletto (representatives of Erste Group Bank AG). The EGM also decided that these persons would not receive remuneration
for sitting on the Bank’s Supervisory Board. The EGM appointed new members to replace the representatives of Banco Santander S.A. (i.e. Antonio
Escámez Torres, José García Cantera, Isabel Guerreiro and José Luis de Mora) who stepped down from the Bank’s Supervisory Board on 9 January 2026.
The table below presents the remuneration paid to members of the Supervisory Board of Santander Bank Polska S.A. in 2025 and 2024.
Name and surname
Role in the Supervisory Board
2025
2024
for the period
amount (PLN
k)
3)
for the period
amount
(PLN k)
Antonio Escámez Torres
Chairman of the Supervisory Board
1.01.2025-31.12.2025
415
1.01.2024-31.12.2024
311
José Luis de Mora
1)
Vice Chairman of the Supervisory
Board
1.01.2025-31.12.2025
-
1.01.2024-31.12.2024
-
Dominika Bettman
Member of the Supervisory Board
1.01.2025-31.12.2025
410
1.01.2024-31.12.2024
374
José García Cantera
1)
Member of the Supervisory Board
1.01.2025-31.12.2025
-
1.01.2024-31.12.2024
-
Danuta Dąbrowska
Member of the Supervisory Board
1.01.2025-31.12.2025
372
1.01.2024-31.12.2024
368
Isabel Guerreiro
1) 2)
Member of the Supervisory Board
1.01.2025-31.12.2025
-
1.01.2024-31.12.2024
-
Jerzy Surma
2)
Member of the Supervisory Board
1.01.2025-31.12.2025
258
1.01.2024-31.12.2024
248
Adam Celiński
Member of the Supervisory Board
1.01.2025-31.12.2025
378
1.01.2024-31.12.2024
358
Kamilla Marchewka-
Bartkowiak
Member of the Supervisory Board
1.01.2025-31.12.2025
386
18.04.2024-31.12.2024
226
Tomasz Sójka
Member of the Supervisory Board
1.01.2025-31.12.2025
376
18.04.2024-31.12.2024
212
David Hexter
4)
Member of the Supervisory Board
-
-
1.01.2024-18.04.2024
236
Marynika Woroszylska-
Sapieha
4)
Member of the Supervisory Board
-
-
1.01.2024-18.04.2024
140
1) José García Cantera, José Luis de Mora and Isabel Guerreiro did not receive remuneration for their membership of the Supervisory Board.
2) Supervisory Board members until 18 April 2024 and since 1 July 2024
3) In 2025, the remuneration paid to members of the Supervisory Board of Santander Bank Polska S.A. by related entities totalled PLN 360k (vs. PLN 320k in 2024).
4) Members of the supervisory board in the period from 1 January 2024 to 18 April 2024
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
177
Remuneration of Management Board members
Internal regulations concerning remuneration for management function holders
The rules regarding fixed and variable components of remuneration for Management Board members are set out in the Remuneration Policy for Members
of the Management Board of Santander Bank Polska S.A. introduced by virtue of Annual General Meeting Resolution no. 33 of 15 April 2025 and in the
Remuneration Policy of Santander Bank Polska Group updated on 15 July 2024.
Remuneration principles that apply to Management Board members are determined by the Supervisory Board on the basis of recommendations from the
Remuneration Committee, except for remuneration paid under Incentive Plan VII, whose terms were determined by the General Meeting (Resolution no.
30 of the Annual General Meeting of 27 April 2022 on Incentive Plan VII and conditions of its execution, as amended).
Agreements between Santander Bank Polska S.A. and its executives
The Management Board members signed employment contracts with Santander Bank Polska S.A. for the current term of office. The contractual terms
and conditions comply with general laws and internal regulations, in particular with the Remuneration Policy for Members of the Management Board of
Santander Bank Polska S.A. The Management Board members also signed agreements prohibiting competitive activity after termination of their
employment with Santander Bank Polska S.A.
A Management Board member who is not appointed for a new term of office or is removed from the Board is entitled to one-off severance pay. It does
not apply to Management Board members who accept a new role in the Bank, are removed due to gross violation of their obligations or standards of
integrity, culture and professional conduct, resign or are not granted discharge.
Santander Bank Polska S.A. does not have an obligation to pay pension or other similar benefits to former members of the Management Board or the
Supervisory Board.
Fixed remuneration
Pursuant to the Statutes of Santander Bank Polska S.A. and the aforementioned regulations, the remuneration of the President and members of the
Management Board is set by the Supervisory Board, taking into account recommendations of the Remuneration Committee. The Committee defines the
remuneration policy for Management Board members and individual terms and conditions as part of remuneration packages for each Management Board
member.
Fixed remuneration includes base salary, additional benefits specified in the internal awarding regulations (e.g. health insurance) as well as severance
pay and compensation arising from external regulations.
When determining the amount of the base salary of a Management Board member, the following criteria are specifically taken into account: function
performed, scope of responsibilities as well as the need to ensure the adequacy of remuneration received by individual members of the Management
Board given their duties and responsibilities, qualifications and professional experience and market competitiveness of the remuneration offered. No
additional discretionary pension benefits or early retirement programmes are envisaged for Management Board members.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
178
The table below presents the total remuneration and additional benefits received by members of the Management Board of Santander Bank Polska S.A.
in 2025 and 2024 for their membership of the Management Board.
20251
)
2024
Name and surname
Position
Period
Remuneration
(PLN k)
Additional
benefits
2)
(PLN k)
Period
Remuneration
(PLN k)
Additional
benefits
2)
(PLN k)
Michał Gajewski
President of the
Management Board
1.01.2025-31.12.2025
3,606
377
1.01.2024-31.12.2024
3,327
367
Andrzej Burliga
Vice President of the
Management Board
1.01.2025-31.12.2025
1,532
331
1.01.2024-31.12.2024
1,428
314
Juan de Porras Aguirre
Vice President of the
Management Board
1.01.2025-15.04.2025
610
367
1.01.2024-31.12.2024
1,714
743
Lech Gałkowski
Vice President of the
Management Board
1.01.2025-31.12.2025
1,655
265
1.01.2024-31.12.2024
1,536
249
Maciej Reluga
Vice President of the
Management Board
1.01.2025-31.12.2025
1,511
260
1.01.2024-31.12.2024
1,356
244
Magdalena Proga-
Stępień
Vice President of the
Management Board
1.01.2025-31.12.2025
1,592
327
1.01.2024-31.12.2024
1,260
295
Artur Głembocki
Vice President of the
Management Board
1.01.2025-31.12.2025
1,351
317
1.01.2024-31.12.2024
1,080
233
Wojciech Skalski
Member of the
Management Board
1.01.2025-31.12.2025
1,207
299
1.01.2024-31.12.2024
1,080
229
Magdalena Szwarc-
Bakuła
Member of the
Management Board
16.04.2025-31.12.2025
763
170
-
-
-
Dorota Strojkowska
Member of the
Management Board
1.01.2024-31.12.2024
1,532
292
1.01.2024-31.12.2024
1,428
275
Arkadiusz Przybył
3)
Vice President of the
Management Board
-
-
-
1.01.2024-1.04.2024
592
90
Patryk Nowakowski
4)
Member of the
Management Board
-
-
-
1.01.2024-31.12.2024
1,476
209
No Management Board member received remuneration for their membership in the governing bodies of the subsidiaries or associates in any of the
analysed periods.
Variable remuneration
The general rules for determining variable remuneration for Management Board members of Santander Bank Polska S.A. are laid down in the
Remuneration Policy of Santander Bank Polska Group, and defined in more detail in the Remuneration Policy for Members of the Management Board of
Santander Bank Polska Group.
The annual variable remuneration of a Management Board member depends on the annual base bonus, the availability of the bonus pool and the overall
evaluation of the Management Board member’s performance.
Variable remuneration is awarded to Management Board members based on the evaluation of their performance. The selection of metrics (as well as
their granularity) for individual Management Board members takes into account their individual duties and responsibilities in the process of managing
the Bank.
Based on the metrics and evaluation of performance against the objectives under WHAT, HOW and RISK categories as well as relevant weights assigned
to them, the rating is established and adjusted by a multiplier, which arises, among other things, from the assessment of performance against a three-
year horizon, as proposed by the Supervisory Board Remuneration Committee and approved by the Supervisory Board.
The base bonus is set on the basis of an individual scope of responsibility, taking into account market conditions and other criteria. Each year, the
Remuneration Committee reviews the performance of each Management Board member in line with a separate policy and a detailed procedure for
evaluating the performance of Management Board members. The final decision on the amount of the annual bonus for Management Board members is
taken by the based on the Remuneration Committee’s recommendation.
The level of the annual bonus is determined on the basis of global quantitative, qualitative and risk indicators as well as potential adjustments in respect
of unexpected events. The indicators are set in accordance with the Bank’s financial plan and strategic goals and take into account risk management
requirements. The Bank’s performance used to define variable components of remuneration considers the cost of risk, the cost of capital, and liquidity
risk in a long-term perspective.
1) Changes to the composition of the Management Board in 2025 are presented above in section “Management Board”.
2) Additional benefits received by Management Board members include, among other things, life insurance cover without pension option and, in the case of Juan de Porras
Aguirre, also medical cover and accommodation expenses.
3) Vice-President of the Management Board in the period from 1 January 2024 to 1 April 2024
4) Member of the Management Board in the period from 1 January 2024 to 31 December 2024
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
179
The total variable remuneration paid to Management Board members and material risk takers for a given calendar year cannot exceed 100% of the total
fixed remuneration paid for that year. However, in exceptional cases, this limit may be increased up to 200% of fixed remuneration subject to the approval
of the Bank’s General Meeting.
Variable remuneration is awarded in accordance with bonus regulations and paid in cash or financial instruments (shares or related instruments such as
phantom stock). The remuneration paid in financial instruments may not be lower than 50% of the total amount of variable remuneration. Payment of
min. 40% of variable remuneration (min. 60% in the case of variable remuneration exceeding an equivalent of EUR 1m) is conditional and deferred for
the period of at least four years (five years in the case of Management Board members and senior executives). It is paid in equal annual instalments in
arrears during the deferral period, unless there are reasons for reduction or non-payment.
The Management Board members may also receive variable remuneration provided for in the long-term incentive plans designed to reinforce the
connection between the long-term financial effectiveness of the Bank, expectations of shareholders and awards for executives while adhering to market
standards. Subject to certain criteria, the plans enable their participants to take up a certain number of the Bank's shares.
The table below presents variable remuneration paid to Management Board members in 2025 and 2024.
Name and surname
Job role
20251
)
2024
Period
Variable
remuneration
2)
(PLN k)
Period
Variable remuneration
(PLN k)
Michał Gajewski
President of the Management Board
1.01.2025-31.12.2025
3,675
1.01.2024-31.12.2024
3,451
Andrzej Burliga
Vice President of the Management
Board
1.01.2025-31.12.2025
1,165
1.01.2024-31.12.2024
1,146
Juan de Porras Aguirre
Vice President of the Management
Board
1.01.2025-31.12.2025
1,693
1.01.2024-31.12.2024
1,810
Lech Gałkowski
Vice President of the Management
Board
1.01.2025-31.12.2025
1,415
1.01.2024-31.12.2024
1,163
Maciej Reluga
Vice President of the Management
Board
1.01.2025-31.12.2025
1,149
1.01.2024-31.12.2024
1,135
Magdalena Proga-Stępień
Vice President of the Management
Board
1.01.2025-31.12.2025
921
1.01.2024-31.12.2024
595
Artur Głembocki
Vice President of the Management
Board
1.01.2025-31.12.2025
646
1.01.2024-31.12.2024
255
Wojciech Skalski
Member of the Management Board
1.01.2025-31.12.2025
363
1.01.2024-31.12.2024
-
Magdalena Szwarc-Bakuła
Member of the Management Board
16.04 .2025-31.12.2025
-
-
-
Dorota Strojkowska
Member of the Management Board
1.01.2025-31.12.2025
1,171
1.01.2024-31.12.2024
1,173
Arkadiusz Przybył
3)
Vice President of the Management
Board
-
-
1.01.2024-1.04.2024
1,351
Patryk Nowakowski
4)
Member of the Management Board
-
-
1.01.2024-31.12.2024
1,147
Incentive Plan VII
In 2022, Santander Bank Polska S.A. introduced Incentive Plan VII under Resolution no. 30 of the Annual General Meeting (“Plan”). The Plan is addressed
to the employees of the Bank and its subsidiaries who significantly contribute to growth in the value of the organisation. The purpose of the Plan is to
motivate the participants to achieve business and qualitative goals in line with the Group’s long-term strategy and to provide an instrument that
strengthens the employees’ relationship with the organisation and encourages them to act in its long-term interest.
The plan obligatorily covers all persons with an identified employee status in Santander Bank Polska Group (key function holders at the Bank appointed
in accordance with Article 22aa(10) of the Polish Banking Act). The list of other key participants is determined by the Management Board and approved
by the Bank’s Supervisory Board. Those employees can participate in the Plan on a voluntary basis.
The participants who satisfy the conditions stipulated in the Participation Agreement and the Resolution will be entitled to an award which is variable
remuneration in the form of the Bank’s shares classified as an equity-settled share-based payment under IFRS 2. To that end, the Bank will buy back up
to 2,331,000 own shares from 1 January 2023 until 31 December 2033.
The Bank’s Management Board will buy back the shares to execute Incentive Plan VII based on the authorisation granted by the General Meeting in a
separate resolution. If it is not possible to buy back the shares (e.g. due to illiquidity of the shares on the Warsaw Stock Exchange, share prices going
beyond the thresholds defined by the General Meeting, lack of the General Meeting’s authorisation for the Management Board to buy back shares in a
given year of Incentive Plan VII or lack of the General Meeting’s decision to create a capital reserve for share buyback in a given year) in the number
corresponding to the value of the awards granted, the Bank will reduce pro-rata the number of shares granted to the participant. The difference between
1) Changes to the composition of the Management Board in 2025 are presented above in section “Management Board”.
2) Variable remuneration paid in 2025 includes part of the award for 2020–2023 which was conditional and deferred in time, and non-deferred part of the award paid for 2024.
3) Vice-President of the Management Board in the period from 1 January 2024 to 1 April 2024
4) Member of the Management Board in the period from 1 January 2024 to 31 December 2024
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
180
the value of the awards granted and the value of the shares transferred by the Bank to the participants as part of the award will be paid out as a cash
equivalent.
Below are the vesting conditions that must be met jointly in 2025:
1) Delivery of at least 50% of the profit after tax (PAT) target of Santander Bank Polska S.A. (SAN PL) for a given year.
2) Delivery of at least 80% of the team business targets for a given year at the level of SAN PL, Division or unit; the performance against the target is
calculated as the weighted average of performance against at least three business targets defined as part of the financial plan approved by the
Supervisory Board for a given year for SAN PL, Division or unit where the participant works, in particular:
a) PAT (profit after tax) of SAN PL Group (excluding Santander Consumer Bank);
b) ROTE (return on tangible equity expressed as a percentage calculated in line with SAN PL reporting methodology);
c) NPS (Net Promoter Score calculated in line with SAN PL reporting methodology);
d) RORWA (return on risk weighted assets calculated in line with SAN PL reporting methodology);
e) number of customers;
f) number of digital customers.
3) The participant’s performance rating for a given year at the level not lower than 1.5 on the rating scale ranging from 0.5 to 3.5.
In addition, at the request of the Bank’s Management Board, the Supervisory Board can decide to grant a retention award to a participant, if the following
criteria are met:
1) the participant’s average annual individual performance rating is at least 2.0 on the 1–4 rating scale during the period of their participation in
Incentive Plan VII;
2) the average annual weighted performance against the Bank’s targets in the years 2022–2026 is at least 80%, taking into account the following
weights:
a) 40% for the average annual performance against the PAT target;
b) 40% for the average annual performance against the RORWA target;
c) 20% for the average annual performance against the ESG target.
The maximum number of own shares to be transferred to participants as the retention awards is 451,000.
For the purpose of the Plan, in 2025 Santander Bank Polska S.A. bought back 155,605 own shares (of 326,000 shares eligible for buyback) with the value
of PLN 82,367,105 (from PLN 87,042,000 worth of capital reserve allocated to the delivery of the Plan for 2025). The average buyback price per share in
2025 was PLN 527,46.The Plan covers the period of five years (2022–2026). However, as the payment of variable remuneration is deferred, the share
buyback and allocation will be completed by 2033. All the above shares were transferred to individual brokerage accounts of the participants. As the
amount allocated to the buyback in 2025 was used in full, on 13 March 2025 the Bank’s Management Board closed the programme of buyback of own
shares in 2025 in respect of the award for 2024 and the deferred part of the award for 2022-2023. Instructions were made to transfer the above shares
to brokerage accounts of the eligible participants. Having settled all the instructions, the Bank does not hold any own shares.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
181
Bank’s shares held by Supervisory and Management Board members
As at the release dates of the financial reports for the periods ended 31 December 2024, 30 September 2024 and 31 December 2023, no member of the
Supervisory Board held any shares of Santander Bank Polska S.A.
The table below shows shares of Santander Bank Polska S.A. held by Management Board members as at the release dates of the above-mentioned
reports as well as shares conditionally awarded as part of Incentive Plan VII.
24.02.2026 and 29.10.2025
25.02.2025
Management Board members
as at the end of the current
reporting period and the
release date of the report
Total shares held as at
the report release date
as at 24.02.2026
Shares conditionally
awarded as part of
Incentive Plan VII
2)
Total shares held as at the
report release date
Shares conditionally
awarded as part of
Incentive Plan VII
3)
Shares transferred to
brokerage accounts as
part of Incentive Plan
VII
1)
Michał Gajewski
11,663
6,868
19,559
8,603
14,310
Andrzej Burliga
2,309
2,425
5,376
2,408
3,702
Lech Gałkowski
10
2,997
6,744
120
4,598
Artur Głembocki
524
462
2148
272
770
Magdalena Proga-Stępień
1,487
776
3025
606
1293
Maciej Reluga
4,696
2,395
5,291
3,792
3,659
Wojciech Skalski
4,112
-
1282
3,669
-
Dorota Strojkowska
5,183
2451
5,287
4,223
3751
Magdalena Szwarc-Bakuła
861
-
-
-
1) Shares awarded to members of the Management Board of Santander Bank Polska S.A. as part of Incentive Plan VII for 2022-2023 and transferred to their individual brokerage
accounts in 2024-2025.
2) Shares conditionally awarded to members of the Management Board of Santander Bank Polska S.A. as part of Incentive Plan VII for 2022-2024 and subject to settlement in 2024-
2031.
3) Shares conditionally awarded to members of the Management Board of Santander Bank Polska S.A. as part of Incentive Plan VII for 2022-2023 and subject to settlement in 2024-
2030.
Relationship between the remuneration paid to Management Board members and key managers and long-term
business and financial objectives of the company
The remuneration policy of Santander Bank Polska S.A., which regulates variable components of remuneration paid to material risk takers (identified
employees), has an overall objective to incentivise employees to meet short-, medium- and long-term objectives of the Group, exceed plans, and achieve
progress in individual performance.
The criteria that affect the type and amount of fixed and variable remuneration paid to Management Board members were defined so as to support the
delivery of the Bank’s business strategy, long-term interests and stability, in particular by:
→ setting annual objectives in accordance with the Bank’s financial and strategic plans, and assessing the performance of individual Management
Board members;
→ applying a flexible remuneration policy by maintaining a proper balance between fixed and variable components;
→ awarding part of remuneration in the form of financial instruments and deferring payment of variable remuneration for a minimum of four years
ensuring that the Bank’s financial performance has influence on remuneration in the long-term perspective;
→ applying malus clauses, which ensures proper and effective risk management and discourages excessive taking of risk which might materialise in
the deferral period;
→ awarding the variable components of remuneration only if it does not represent any threat to the solid capital base of the Bank or the Group in the
long-term horizon;
→ a possibility to set up incentive plans to support delivery of the Bank’s strategy in the long-term perspective.
Variable remuneration of identified persons (including Management Board members) depends on the assessment of their individual performance and
on the results of their organisational unit, area under management and the Bank. The individual performance is assessed in accordance with the standard
procedure, based on financial and non-financial criteria.
The performance review covers the period of minimum three years and takes into account the Bank’s economic cycle and business risk. At least 50% of
variable remuneration is paid in the form of financial instruments. In addition, payment of min. 40% of variable remuneration is deferred for the period
of at least four years (five years in the case of Management Board members and senior executives). It is paid in equal annual instalments in arrears during
the deferral period, unless there are reasons for reduction or non-payment.
Santander Bank Polska Group has a formal process in place for identification, assessment and ex-post review of performance resulting in the adjustment
of the variable remuneration for identified employees (material risk takers) and other employees subject to those regulations.
The variable components of remuneration for the identified employees responsible for risk management, compliance with the law, internal regulations,
and market and internal audit standards are reviewed and monitored by the Remuneration Committee of the Supervisory Board. Variable remuneration
of the heads of the compliance and internal audit areas is approved by the Supervisory Board.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
182
Management Board members and key employees may receive awards under long-term incentive plans established to retain the above-mentioned staff
and improve the efficiency and value of the organisation. The plans set out in detail the criteria that must be met by Management Board members and
other participants for an award to be granted, and the right of the Bank’s Supervisory Board to change the terms and conditions of the incentive plan, e.g.
in the event of any substantial deterioration of the financial standing or risk profile. The Bank has Incentive Plan VII in place, as described above.
The Bank ensures also consistency of the Remuneration Policy with the Bank’s strategy for integrating risks related to sustainable development by linking
it to variable remuneration of the employees responsible for developing investment recommendations as part of investment advisory services. In
addition, fixed and variable remuneration is aligned with the Group’s ESG objectives/ limits by linking variable remuneration of the Group’s key function
holders to the achievement of such objectives, preventing excessive risk-taking in this area and misinformation about the Group’s ESG-related measures
(“green-washing” practices).
Moreover, ESG (environment, social responsibility and governance) is one of the factors included in qualitative indicators applied to calculate the bonus
pool for top executives and key employees
6. Other transactions with the Bank’s executives
Loans and Advances
Loans and advances granted by Santander Bank Polska S.A. to the Bank’s executives and their relatives totalled PLN 189k as at 31 December 2025 vs PLN
2,697k as at 31 December 2024. These facilities were sanctioned on regular terms.
Deposits placed with Santander Bank Polska S.A. by the Bank’s executives and their relatives totalled PLN 15,127k as at 31 December 2025 (vs. PLN
12,565k as at 31 December 2024).
7. Diversity policy
Foundations of the diversity management approach
Santander Bank Polska S.A. complies with the laws on diversity, inclusion and equal opportunities. It is committed to promoting diversity in accordance
with best practice and ensuring equal treatment of employees and other stakeholders regardless of their gender, age, education, health conditions, race,
religion, national or ethnic origin, political beliefs, trade union membership, family status or sexual orientation. Detailed information about the Bank’s
diversity policy (its purposes, provisions concerning age, disability or education and professional experience, policy implementation and impact
throughout the reporting period) are presented in Chapter XIII “Consolidated Sustainability Statement of Santander Bank Polska Group for 2025” (from
page 268).
Aspects such as respect for individuality, promotion of equal treatment and prevention of discrimination are addressed by a number of policies and
procedures applicable at the Bank, including the Responsible Banking and Sustainability Policy, the Santander Bank Polska Management Board Diversity
Policy, the Respect and Dignity Policy and the Corporate Culture Policy of Santander Bank Polska Group.
Furthermore, as a signatory to the Diversity Charter (the international initiative supported by the European Commission), Santander Bank Polska S.A.
committed itself to respecting and supporting diversity. The Bank is also a member of the Responsible Business Forum and the Polish ESG Association.
Respect for individualism, equal treatment and prevention of discrimination are the cornerstones of the Bank’s corporate culture.
The Bank fosters the diversity and inclusion culture through such initiatives as:employee communities: Employee Networks and Hobby Clubs (bottom-
up initiatives focused on the promotion of diversity, shared values, hobbies, health and self-development), Diversity Ambassadors (a role performed by
senior executives who promote the inclusive corporate culture), educational campaigns, training, webinars (e.g. as part of the Diversity Month,
International Women's Day, International Children's Day, Disability Awareness Day). The Bank’s activities in this area are supported by strategic
partnerships with expert organisations: Share the Care, UN Global Compact Network Poland, Vital Voices, Responsible Business Forum.or the Diversity &
Inclusion Committee of the Polish Bank Association.
The Bank was included in the list of the most advanced employers in Poland in terms of diversity and inclusion. The list was based on the Diversity IN
Check survey, which checks the maturity of organisations in managing diversity and building an inclusive work environment. The survey is conducted by
the Responsible Business Forum, which coordinates the Diversity Charter in Poland. The Bank also received many awards, for example:
→ Top Employer award;
→ Great Place to Work! certificate;
→ the ESG Golden Leaf accolade from the Polityka weekly;
→ winner of the “ESG Ranking. Responsible management”.
→ Leader of Ethics in the “Ethical Company” competition organised by Puls Biznesu;
→ Diversity Charter award in the category “DEI in the business – psychological safety”.
Diversity policy regarding the governing bodies
The Bank pursues its diversity strategy as part of selection, assessment of suitability and succession of members of supervisory and management bodies.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
183
The above processes are delivered in a way that prevents discrimination on any grounds, particularly based on gender, race, colour, ethnic or social origin,
genetic features, religion or beliefs, membership of a national minority, property, birth, disability, age or sexual orientation. The Bank’s internal
regulations in this respect are based on Joint ESMA and EBA Guidelines EBA/GL/2021/06 and comply with the applicable laws, including the Banking Law
and the Commercial Companies Code.
The Bank strives to ensure that members of the Management and Supervisory Boards have a wide range of competencies, professional skills, adequate
professional experience, capabilities and impeccable reputation, while ensuring diversity in terms of age, academic and professional background and
geographical origin. The Bank’s ambition is also to have an adequate representation of women and men on these boards.
Applicable at Santander Bank Polska S.A. The Management Board Diversity Policy of Santander Bank Polska S.A. promotes diversity among Management
Board members in terms of their qualities and skills to ensure different perspectives and extensive experience, prevents exclusion (promotes inclusion)
and supports independent judgment and informed decision-making based on a wide range of criteria. As required under the policy, women represented
33% of the Management Board members in 2025. Furthermore, the Nomination and Succession Policy for Management Board Members and Key
Function Holders of Santander Bank Polska S.A. is to ensure the continuity of business processes delivered by senior managers, while maintaining the
best possible balance of the management team in terms of gender, knowledge, skills and experience. The diversity of the Supervisory Board is governed
by the Policy on the Suitability Assessment of Supervisory Board Members in Santander Bank Polska S.A. and the Nomination and Succession Planning
Policy for Supervisory Board Members in Santander Bank Polska S.A., which require that – apart from having adequate education, professional experience
and good repute – the candidates for the Supervisory Board and the Management Board positions should possess a wide spectrum of qualities and skills
and independence of mind. Moreover, the former policy set out an objective of 40%–60% of female representation on the Supervisory Board by 2025,
which has already been met. Further to this, it takes measures to ensure that the succession plans include an appropriate percentage of women to achieve
the set objective and that the women considered in such plans are ready to take up their role within the prescribed time frame.
As at 31 December 2025, there were four women on the Bank’s Supervisory Board: Danuta Dąbrowska, Dominika Bettman, Isabel Guerreiro and Kamilla
Marchewka-Bartkowiak (40% representation). Isabel Guerreiro stepped down from the Supervisory Board effective of 9 January 2026 and she was
replaced by Alexandra Habeler-Drabek on 22 January 2026. As a result, women currently represent 40% of the Supervisory Board. Following Danuta
Dąbrowska’s resignation from the Supervisory Board (filed on 6 February 2026, effective of 25 February 2026), the Bank will put the changes to the
composition of the Board/ appointment of new Board members on the agenda of the next General Meeting.
On the Management Board, women were represented by Dorota Strojkowska in charge of the Business Partnership Division, Magdalena Proga-Stępień
in charge of the Retail Banking Division and Magdalena Szwarc-Bakuła in charge of the Legal and Compliance Division (33% representation). In total,
women accounted for 37% of the supervisory and management bodies as at 31 December 2025.The composition of the Supervisory and Management
Boards ensures diversity in terms of gender, age, experience and academic background. The tables and graphs below show diversity of the above-
mentioned bodies as at 31 December 2025.
Age
41–50
51–60
above 60
Supervisory Board
1
6
3
Management Board
3
5
1
Years of service with Santander Bank Polska S.A.
1)
up to 5
6–10
11–15
16–20
21–25
Supervisory Board
4
2
4
-
-
Management Board
5
3
1
-
-
1)
Counted from their first appointment to the Supervisory Board or Management Board.
Independent members
Number
(percentage)
Supervisory Board
5 (50%)
Executive and non-executive members
Number
Management Board members (executives)
9
Members of the Supervisory Board (non-executive
ones)
10
Gender
Women
Men
Supervisory Board
4
6
Management Board
3
6
International experience
Number
Supervisory Board
7
Management Board
3
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
184
See below for information about the age and years of service of the top executives who sit on the Supervisory Board and Management Board of Santander
Bank Polska as at 22 January 2026.
Men
63%
Women
37%
Gender of the top executives who sit on the Supervisory Board and
Management Board of Santander Bank Polska as at 31 December 2025
and 22 January 2026.
41-50
years old
21%
51-60
years old
58%
above 60
years old
21%
Age of the top executives who sit on the Supervisory
Board and Management Board of Santander Bank
Polska as at 31 December 2025
up to 5
years
48%
6-10 years
26%
11-15
years
26%
Years of service of the top executives who sit on the
Supervisory Board and Management Board of
Santander Bank Polska as at 31 December 2025
41-50
years old
21%
51-60
years old
63%
above 60
years old
16%
Age of the top executives who sit on the Supervisory
Board and Management Board of Santander Bank
Polska as at 22 January 2026
up to 5
years
63%
6-10 years
21%
11-15
years
16%
Years of service of the top executives who sit on the
Supervisory Board and Management Board of
Santander Bank Polska as at22 January 2026
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
185
8. Internal control and risk management systems for financial reporting
Objective of the internal control system
Santander Bank Polska Group has an internal control system in place, which – together with the risk management system – is a fundamental element of
the Group’s management system.
The internal control system supports decision-making processes, contributes to an increase in effectiveness and operational efficiency of the
organisation, and ensures adherence to risk management principles, laws, internal regulations and standards, regulatory requirements and best market
practice. The effective system allows the Bank to ensure the reliability of financial reporting and its compliance with laws, international standards,
internal regulations and supervisory recommendations.
Organisation and operation of the internal control system
The Bank’s Management Board is responsible for developing and implementing an effective internal control system in all organisational units, and for
updating internal regulations and establishing adequacy and effectiveness criteria for evaluating that system. Its role is also to ensure the continuity of
the system and to verify control mechanisms and procedures as well as to define and take relevant measures to remove any deficiencies after they are
identified.
The Supervisory Board oversees the implementation and operation of the adequate and effective internal control system based on information obtained
from the compliance unit, internal audit unit, the Bank’s Management Board and the Audit and Compliance Committee and carries out annual assessment
of that system.
The internal control and risk management systems of Santander Bank Polska Group are based on three lines of defence.
Three lines of defence in the internal control and risk management systems
In line with the Internal Control System Model of Santander Bank Polska S.A., at all three lines of defense, the Bank's employees apply controls or
independently monitor compliance with controls while performing their professional duties.
The internal control system is adjusted to the organisational structure as well as to the size and complexity of the operations of Santander Bank Polska
Group.It covers all organisational units across the Bank and its subsidiaries. The assessment of adequacy and effectiveness of the internal control system
takes into account in particular: the complexity of processes, resources, risk of deficiencies in individual processes and the assessment of the adequacy
and effectiveness of the first, second and third line of defence. The Management Board, the Audit and Compliance Committee and the Supervisory Board
are regularly informed about material and critical deficiencies of the internal control system as well as the status of implementation of remedial actions
by responsible organisational units.
Management Board Report on Santander Bank Polska Group Performance in 2025
(including the Management Board Report on Santander Bank Polska S.A. Performance)
186
The internal control system of Santander Bank Polska Group was developed on the basis of the requirements defined in the Regulation of the Minister of
Finance, Funds and Regional Policy on the risk management system, internal control system and remuneration policy in banks, and KNF’s
Recommendation H on the internal control system in banks.
Furthermore, the internal control system meets specific requirements arising from such regulations as:
→ the Sarbanes-Oxley Act (SOX);
→ the Volcker Rule (section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act);
→ FATCA (Foreign Account Tax Compliance Act);
→ GDPR;
→ EMIR;
→ MiFID 2.
Although this report focuses on control mechanisms used in financial reporting processes, the internal control system covers all significant areas of the
Bank’s operations.
In the light of the Sarbanes-Oxley Act, Santander Bank Polska Group operates as a material and independent organisation within the structure of
Santander Group and as such is required to implement, maintain and assess the effectiveness of the internal control environment pursuant to the above-
mentioned act. Accordingly, the Bank’s management carries out an annual certification process to confirm that the control mechanisms in place
effectively mitigate the risk of any failure to identify any material error in the financial statements.
The certification process for compliance with the Sarbanes-Oxley Act in 2025 covered all key business areas of Santander Bank Polska S.A. and was
carried out using the solutions and methodology based on Santander Group’s approach. As part of the SOX certification process for 2025, the Bank’s
management confirmed that no incidents had been identified in Santander Bank Polska Group which could significantly affect the relevant processes or
threaten the effectiveness of the internal control over financial reporting.
Control mechanisms related to financial reporting
One of the key objectives of the internal control system is to ensure full accuracy and reliability of financial reporting.
To manage the risk associated with the preparation of financial statements, the Bank monitors legal and regulatory changes to the reporting obligations
of banks. It updates its accounting policies and the scope and form of disclosures in financial statements on an ongoing basis. The Bank also controls its
consolidated entities through its representatives sitting on the supervisory boards of individual subsidiaries. Data inputs in the source systems are subject
to formal operational and approval procedures, which state the responsibilities of individual staff members. Data processing for the purpose of financial
reporting is subject to relevant control mechanisms, such as procedures for securing data or specialist internal controls whose objective is to monitor and
test the correctness and accuracy of data. All manual adjustments, including management overrides, are under strict control, which covers all IT systems
used to prepare financial reports. The systems meet the integrity and cybersecurity requirements for IT architecture. Their business continuity plans are
updated on an ongoing basis. The quality of financial input data is ensured by the Information Control Department. The Financial Control Department
controls the consistency and completeness of the Bank’s books, while the Reporting Department prepares the Bank’s and Group’s financial statements
and monitors the financial statements of the Bank’s subsidiaries in terms of their correctness, consistency and completeness. The above-mentioned
departments operate within the Financial Accounting and Control Division. Their scopes of responsibilities ensure the division of tasks between support
and executive units. The process of preparing the Bank’s and Group’s financial statements is based on accounting data from the reporting application and
is to a large extent automated, including the consolidation module. Additional reference information (both qualitative and quantitative) is obtained from
the Group’s organisational units in line with their scope of responsibilities. Moreover, the adequacy and effectiveness of control mechanisms related to
financial reporting is assessed by an independent external auditor as part of the annual certification process for compliance with the Sarbanes-Oxley Act.
Financial reporting is subject to multi-stage verification:
→ Financial statements are subject to analytical verification carried out by specialists, by the management of units involved in their preparation, and
by specialised controlling entities/ structures. For instance:
− Annual and semi-annual financial statements are subject to the mandatory review by a statutory auditor.
− Financial statements are formally approved by the Disclosure Committee, which is responsible for ensuring that the financial disclosures of
Santander Bank Polska Group comply with all legal and regulatory requirements before they are released.
− Financial statements are submitted for the approval of the Bank’s Management Board and approved by all Management Board members with
qualified electronic signatures.
→ Annual and interim financial statements are also reviewed by the Audit and Compliance Committee of the Supervisory Board and approved by the
Supervisory Board.
→ The Audit and Compliance Committee monitors the financial reporting process, taking into account information about changes in the accounting
and reporting policies, analyses all recommendations issued for the Bank’s Management Board by an external auditor (along with the Management
Board’s response), and supervises their implementation.
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9. External auditor
Entity authorised to audit financial statements and provide assurance on sustainability statements
In accordance with the Bank’s Statutes and applicable regulations and pursuant to the recommendation of the Audit and Compliance Committee, on 11
December 2024 the Bank’s Supervisory Board adopted Resolution no. 128/2024 reappointing PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k. (PwC) to:
• audit the Bank’s semi-annual financial statements and the Group’s semi-annual consolidated financial statements for H1 2025;
• audit the Bank’s financial statements and the Group’s consolidated financial statements for 2025.
On 30 June 2025, the Bank signed an agreement with PwC on the audit and review of financial statements for the periods indicated above.
Furthermore, according to the amended Accounting Act, which became effective on 1 January 2025, the sustainability reporting must be subjected to
assurance services performed by an auditor with relevant qualifications. The Bank selected PwC as the audit firm to provide assurance on sustainability
reporting of the Group for 2025 (subject to all applicable procedures), pursuant to the resolution of the Supervisory Board of Santander Bank Polska
dated 28 October 2025. On 18 December 2016, the Bank and PwC signed an agreement on assurance services related to sustainability reporting. The
foregoing audit firm has been providing services to the Bank since 2016. The Bank also uses advisory services provided by this firm and other entities
from the PwC network. In the Bank's view, the above services do not affect the impartiality or independence of the auditor.
Santander Bank Polska S.A. and Banco Santander S.A. retain auditors from the same network, which ensures a consistent approach to the audit process
across Santander Group.
Santander Bank Polska S.A. selects an entity authorised to audit financial statements and provide assurance on sustainability reporting under the Policy
on selection of an audit firm for auditing financial statements and providing assurance on sustainability reporting in Santander Bank Polska S.A (adopted
by the Supervisory Board on 4 October 2017 pursuant to the recommendation of the Audit and Compliance Committee, and thereafter amended on 25
April 2019 and 28 October 2025). The policy complies with Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014
on specific requirements regarding statutory audit of public-interest entities and the Act of 11 May 2017 on statutory auditors, audit firms and public
oversight.
Detailed rules of cooperation with the audit firm and the audit team are specified in the Policy on audit services and permitted non-audit services of 6
May 2021 (amended on 10 December 2025).
The audit of the financial statements of the Santander Bank Polska S.A. Capital Group for the period ended 31 December 2025 marks the tenth year of
cooperation with PwC as the Group's financial statement auditor. In view of the restrictions imposed by EU Regulation No. 537/2014 on the maximum
period of cooperation with an audit firm, the Bank submitted a request to the Polish Financial Supervision Authority for consent to extend this period. By
its decision of 16 February 2026, the Polish Financial Supervision Authority granted the Bank permission to extend its cooperation with PwC (for a period
not exceeding two years). The extension of cooperation with the current auditor is justified due to the change of the Bank's main shareholder to Erste
Group Bank AG, whose statutory auditor for 2026 is a member of the PwC group, taking into account the need to meet the requirements for the
consolidation of financial statements and to ensure proper risk supervision within the entire Erste capital group.
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Selection of external auditor
A decision to appoint or reappoint an entity authorised to audit the Bank’s and the Group’s financial statements and provide assurance on sustainability
reporting is made by the Bank’s Supervisory Board based on the recommendation of the Audit and Compliance Committee.
Pursuant to the Policy on selection of an audit firm for auditing financial statements and providing assurance on sustainability reporting in Santander
Bank Polska S.A., the audit firm to perform the statutory audit is selected as follows:
→ The Bank and the Committee may invite any audit firm to place bids for carrying out statutory audits on condition of a four-year cooling-off period
after the end of the relationship following the expiry of the maximum duration of the engagement.
→ An audit firm is selected taking into account findings and conclusions made in the annual report of the Polish Agency for Audit Oversight (PANA)
published on its website.
→ The Audit and Compliance Committee’s recommendation regarding the selection of an entity authorised to audit financial statements and provide
assurance on sustainability reporting takes into consideration the following aspects where applicable:
The recommendations issued by the Audit and Compliance Committee before the appointment of PwC to review and audit the financial statements of
Santander Bank Polska S.A. and Santander Bank Polska Group for 2025 as well as provide assurance on sustainability reporting for 2025 met all the
required criteria and were presented to the Supervisory Board as part of the selection procedure carried out in accordance with the applicable principles
(including the reappointment of the auditor). The process included, among other things, the assessment of PwC’s independence and the quality of
services provided to date.
Permitted non-audit services
The rules for provision of permitted non-audit services or assurance of sustainability reporting to Santander Bank Polska S.A. by the audit firm performing
the audit, entities connected with the audit firm or by members of the audit firm network are laid down in the Policy for audit-related and non-audit
services rendered by the auditor, which was reviewed by the Audit and Compliance Committee and approved (in its current version) by the Supervisory
Board on 10 December 2025 . The policy meets the requirements arising from Act on statutory auditors, audit firms and public oversight as well as EU
regulations, including Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding
statutory audit of public-interest entities and Directive 2014/56/EU of the European Parliament and of the Council of 16 April 2014 on statutory audits of
annual accounts and consolidated accounts.
Pursuant to the foregoing policy:
→ Appointment of an auditor to render audit-related or permitted non-audit services must be approved by the Audit and Compliance Committee based
on the assessment of whether such services will not affect the independence of the auditor.
→ Once a year, before the conclusion of the audit of the Group’s annual financial statements, summary information on non-audit services is sent to
the Committee for assessment of their potential impact on the auditor’s independence and objectivity.
→ When the statutory auditor or the audit firm provides permitted non-audit services to the audited entity, its parent undertaking or its controlled
undertakings, for a period of three or more consecutive years, the total fees for such services must not exceed 70% of the average total fees paid in
the last three consecutive years for statutory audits of separate and consolidated financial statements of the above-mentioned entities. The above
limit does not apply if the auditor has not rendered non-audit services for at least one year.
The scope of permitted services (i.e. services which, under the existing regulations, the statutory auditor can provide when auditing the financial
statements of the Bank/ Group) includes audit-related services (e.g. review of interim financial statements, assurance services) and non-audit services
(e.g. general advisory services).
First engagement of an auditor
at least two audit firms to choose from,
along with the rationale and the Audit and
Compliance Committee’s justified
preference for one of them (this
requirement applies to the auditor of the
Bank’s financial statements);
competencies of the audit firms and their
ability to perform the required services;
independence of the entity authorised to
audit financial statements;
legal requirements;
consistency and effectiveness of the audit
from the Group’s perspective as well as
from the higher-level consolidation
perspective;
comparison of individual proposals in
accordance with the agreed criteria, having
regard to the weights allocated on the basis
of a relevant questionnaire.
Reappointment of the auditor
assessment of the quality of services
provided to date;
independence of the entity authorised
to audit financial statements;
legal requirements;
consistency and efficiency of the audit
from local Group perspective as well as
from the higher level consolidation
perspective.
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The policy also lists prohibited services. Specifically, the auditor must not:
→ audit and/or review its own work (self-review);
→ perform a management role in the audited company or in relation to the services provided (management functions);
→ represent the audited company or Group (advocacy).
In addition, it is not permitted to provide accounting, financial, actuarial, outsourcing (as part of internal audit) and mediation services as well as services
related to valuation, design and implementation of financial information systems and specific tax services.
In 2025, PwC, the audit firm appointed to audit the financial statements of Santander Bank Polska S.A. and its Group for 2024 and 2025 (along with other
entities from the PwC network) provided the following permitted non-audit services and services other than assurance on sustainability reporting,
including:
→ review of interim financial statements of the Bank/ Group;
→ verification of consolidation packages;
→ verification of capital adequacy disclosures;
→ verification of reports on remuneration of the Management and Supervisory Boards;
→ services connected with an issue prospectus;
→ assurance services related to safekeeping of customers’ assets;
→ assurance services related to risk management and prospectuses for Santander TFI S.A.;
→ issuance of attestation letters in connection with the EMTN prospectus.
The Audit and Compliance Committee approved the appointment of PwC and other entities from its network to provide the foregoing permitted non-
audit services. Before the relevant recommendations were presented to the Supervisory Board, the independence of the auditor had been verified with a
positive outcome.
Remuneration of external auditor
The table below shows the remuneration paid to PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. (PwC) in 2024
and 2025 for the audit of the financial statements of Santander Bank Polska S.A. and its subsidiaries, and for audit-related services and other permitted
services rendered under the agreements in place.
1) Audit fees charged by PricewaterhouseCoopers sp. z o.o. Audyt sp.k. in 2024 and 2025 under the agreements with Santander Bank Polska S.A. on audit and review of financial
statements of 26 June 2024 and 30 June 2025, including assurance services with respect to the compliance of annual financial statements with the requirements of the European
Single Electronic Format (ESEF).
2) Fees in respect of the assurance on the sustainability reporting of Santander Bank Polska Group for 2024 and 2025 under the respective agreements dated 20 December 2024 and
18 November 2025 and fees in respect of the review of financial statements under the agreements referred to in point 1 and for other assurance services related to capital adequacy
disclosures, report on remuneration of Management and Supervisory Board members, compliance with requirements regarding the safekeeping of customers’ assets, report on risk
management system and prospectuses for Santander TFI S.A.
3) Fees in respect of non-assurance services refer to the issuance of attestation letters made in connection with the EMTN prospectus.
Remuneration of external auditor (PLN k)
Financial year ended
31 December 2025
Financial year ended
31 December 2024
Audit fees in respect of the parent entity
1)
4,008
3,869
Audit fees in respect of the subsidiaries
3,161
3,051
Fees in respect of other assurance services, including the review of the accounts of the parent entity and
subsidiaries
2)
2,560
3,533
Fees in respect of non-assurance services
3)
432
420
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XIII. Consolidated sustainability statement of
Santander Bank Polska Group for 2025
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Contents
Basis for preparation 193
General basis for preparation of the Sustainability Statement (BP-1) 193
Disclosures in relation to specific circumstances (BP-2) 194
1. General Disclosures (Sustainability of the Group) 197
1.1. Impact, risk and opportunity management 197
Description of processes for identifying and assessing climate-related material impacts, risks and opportunities (E1.IRO-1) 202
1.2. Sustainability Strategy of the Group 206
Strategy, business model and value chain (SBM-1) 206
Interests and views of stakeholders (SBM-2) 211
Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3) 212
1.3. Corporate governance 220
The Role of the Management Board and the Supervisory Board (GOV-1) 220
Information provided to and sustainability matters addressed by the undertaking’s management and supervisory bodies (GOV-2) 221
Integration of sustainability-related performance in incentive schemes (GOV-3) 225
Due diligence statement (GOV-4) 225
Risk management and internal controls over sustainability reporting (GOV-5) 226
2. Environmental information – climate change (ESRS E1) 228
2.1. Strategy 228
Material impacts, risks and opportunities in the area of climate change 228
2.2. Policies related to climate change mitigation and adaptation (E1-2) 229
Policies on management of impacts, risks and opportunities related to climate change mitigation and adaptation (MDR-P) 229
2.3. Transition plan for climate change mitigation purposes (E1-1) 231
2.4. Actions and resources in relation to climate change policies (E1-3) 233
Key actions we are taking to implement climate change policies (MDR-A) 233
2.5. Metrics and targets 237
Targets related to climate change mitigation and adaptation (E1-4) 237
Energy consumption and mix (E1-5. MDR-M) 238
Gross Scope 1, 2 and 3 greenhouse gas emissions and total greenhouse gas emissions (E1-6, MDR-M) 239
Other climate-related disclosures (E1-7, E1-8, E1-9) 243
Disclosures under Regulation no. 2020/852 243
3. Social information 267
3.1 Our people – own workforce (ESRS S1) 267
3.1.1 Impacts, risks and opportunity management 267
Material impacts in the area of own workforce 267
Policies related to own workforce (S1-1) 267
Processes for remediation of negative and channels for raising concerns by own workforce (S1-3) 271
Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities
related to own workforce, and effectiveness of those actions (S1-4) (MDR-A) 272
3.1.2 Metrics and targets 273
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
(S1-5) 273
Characteristics of the undertaking’s employees (S1-6) 275
Characteristics of non-employees in the undertaking’s own workforce (S1-7) 276
Collective bargaining coverage and social dialogue (S1-8) 276
Diversity metrics (S1-9) 277
Adequate wages (S1-10) 277
Social protection (S1-11) 278
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Persons with disabilities (S1-12) 278
Training and skills development metrics (S1-13) 278
Health and safety metrics (S1-14) 279
Work-life balance metrics (S-15) 280
Remuneration metrics (unadjusted pay gap and total remuneration) (S1-16) 280
Incidents, complaints and severe human rights impacts (S1-17) 281
3.2 Our customers – consumers and end-users (ESRS S4) 282
3.2.1. Managing impacts, risks and opportunities 282
Material impacts and risks in the area of consumers and end-users 282
Policies related to consumers and end-users (S4-1) 283
Actions on material impacts on consumers and end-users and applying approaches to manage material risks and opportunities
related to consumers and end-users, and the effectiveness of these actions (S4-4) (MDR-A) 285
Processes for engaging with consumers and end-users about impacts (S4-2) 290
Processes to remediate negative impacts and channels for consumers and end-users to raise concerns (S4-3) 290
3.2.2. Metrics and targets 292
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
(S4-5) 292
Information about the identification of opportunities, setting of operational targets and metrics as well as the units involved in the
process is presented in the section “Material impacts, risks and opportunities and their interaction with strategy and business model”
(SBM-3). 292
3.3 Our social environment – affected communities (ESRS S3) 293
3.3.1 Managing impacts, risks and opportunities 293
Material impacts in the area of affected communities 293
Policies related to affected communities (S3-1) 293
Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material
opportunities related to affected communities, and effectiveness of those actions (S3-4) (MDR-A). 295
Processes for engaging with affected communities about impacts (S3-2) 297
Processes to remediate negative impacts and channels for affected communities to raise concerns (S3-3) 298
3.3.2 Metrics and targets 299
Targets related to managing impacts, risks and opportunities related to affected communities (S3-5) 299
4. Governance information – Business conduct (G1) 301
4.1. Governance 301
Material impacts and risks in business conduct 301
Business conduct policies and corporate culture (G1-1) 302
Management of relationships with suppliers (G1-2) and payment practices (G1-6) 306
Prevention and detection of corruption and bribery (G1-3) 308
4.2 Metrics and targets 309
Business conduct targets (MDR-M, MDR-T) 309
Information about the identification of opportunities, setting of operational targets and metrics as well as the units involved in the
process is presented in the section “Material impacts, risks and opportunities and their interaction with strategy and business model”
(SBM-3). 309
Incidents of corruption or bribery (G1-4) 310
5. Additional information 311
ESRS disclosure requirements covered by the entity's sustainability statement (IRO-2) 311
ESG glossary 321
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Basis for preparation
General basis for preparation of the Sustainability Statement (BP-1)
We, Santander Bank Polska Group (“the Group”), have prepared our second Consolidated Sustainability Statement (“the Sustainability Statement” or
“Statement”). This Statement has been drawn up in compliance with:
→ The Accounting Act 29 August 1994, as amended, Journal of Laws from 1994, no. 121, it. 591, as amended (“Accounting Act”);
→ The Directive (EU) 2022/2464 of the European Parliament and of the Council as regards corporate sustainability reporting (CSRD);
→ Regulation (EU) 2025/794 of the European Parliament and of the Council of 14 April 2025 amending Directives CSRD (EU) 2022/2464 and CSDDD (EU)
2024/1760;
→ The Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023, which introduces European Sustainability Reporting Standards (“ESRS”).
We have incorporated the double materiality perspective and taken into account material impacts, risks, and opportunities related to environmental, social,
and governance (ESG) matters. The reporting scope matches the consolidation scope applied in the Consolidated Financial Statements of Santander Bank
Polska Group for 2025.
As at 31 December 2025, the Group includes:
1) On 26 August 2025, the new name of Santander Inwestycje Sp. z o.o., i.e. SPV XX04062025 Sp. z o.o. w likwidacji, was entered into the National Court Register.
2) Until 9 January 2026, 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., were members of the global Santander Group and held an equal stake of 50% in the company’s share capital. In 2025, Santander Bank Polska S.A. exercised
control over Santander TFI S.A. within the meaning of the International Financial Reporting Standard 10 (IFRS 10) because it had a practical ability to unilaterally
direct the relevant activities of Santander TFI S.A. Furthermore, it significantly affected 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. was exposed to and had the right to the 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 had a practical ability to unilaterally direct the relevant activities of Santander TFI S.A. even
if it did not have a contractual right to do so. The Bank could 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., i.e. the governing bodies which decide on the relevant activities of Santander TFI S.A. It should therefore be concluded
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%
SSPV XX04062025 Sp. z o.o. w likwidacji
1)
100%
Santander Towarzystwo Funduszy
Inwestycyjnych S.A.
2)
50%
POLFUND
– Fundusz Poręczeń Kredytowych S.A.
50%
Santander Allianz
Towarzystwo Ubezpieczeń na Życie S.A.
49%
Santander Allianz
Towarzystwo Ubezpieczeń S.A.
49%
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that by having the power and right to variable returns (benefits), the Bank had control over Santander TFI S.A. The sale of 49% of shares of Santander Bank Polska
S.A. and 50% of shares of Santander TFI S.A. to Erste Group Bank AG (Erste Group), completed by Banco Santander S.A. on 9 January 2026, did not change the
operational conditions of either entity, and did not affect the Bank’s assessment regarding its control over Santander TFI S.A.
On 23 December 2025, Santander Bank Polska S.A. and Santander Consumer Finance S.A. signed a final agreement on the sale of shares of Santander
Consumer Bank S.A. in the number and for the price indicated in the preliminary agreement. The transaction was finalised on 23 December 2025, and since
that date the Bank has no longer been a shareholder of SCB S.A. Therefore, Santander Consumer Bank (together with its subsidiaries: Santander Consumer
Multirent Sp. z o.o. and Santander Consumer Financial Solutions Sp. z o.o) is no longer a member of Santander Bank Polska S.A. Group.
In this Statement, the information pertaining to Santander Consumer Bank Polska S.A. (and its subsidiaries) refers to the time period when these companies
were members of Santander Bank Polska Group. Santander Consumer Bank Polska S.A. was exempt from the obligation to prepare its own sustainability
reports, under Article 63u(1) of the Accounting Act. Figures are presented as at 31 December 2025 and they do not include Santander Consumer Bank S.A. and
its subsidiaries (unless specified otherwise).
The information contained in this Sustainability Statement takes into account material impacts, risks, and opportunities across the entire value chain (both
upstream and downstream) arising from the business relationships of the Group, including its suppliers, partners, and customers. To define the value chain,
we referred to the guidelines set out in the CSRD, ESRS, and the supplementary ESRS "Implementation Guidance on the Value Chain" developed by European
Financial Reporting Advisory Group (EFRAG). The value chain analysis, conducted as part of the double materiality assessment process, covered both the direct
operations of the Bank and the Group as well as indirect impacts stemming from the activities of our partners at all stages of the supply chain and in
relationships with customers (for more details on the value chain, see section “Strategy, business model and value chain” of this Statement).
Since there was no such a necessity, for the purpose of disclosures in the Statement, the Group has not taken the opportunity to omit detailed information on
intellectual property, know-how, and the results of innovation, as provided for in ESRS 1. Furthermore, we have not exercised the exemption from disclosing
information on upcoming events or negotiations.
The publication covers the period from 1 January 2025 to 31 December 2025 and the information and indicators refer to the Group, unless otherwise specified
in the text.
Disclosures in relation to specific circumstances (BP-2)
Time horizons
The time horizons for impacts, risks, and opportunities that reflect the expected effects on stakeholders and the environment, or the anticipated financial
effects, are identified in accordance with ESRS 1 as follows:
→ Short-term time horizon: a period of one year, corresponding to the reporting period of the financial statements.
→ Medium-term time horizon: a period from one to five years. This time horizon focuses on strategic operational and financial objectives, considering
material sustainability-related risks and opportunities.
→ Long-term time horizon: a period beyond five years. This horizon encompasses our long-term commitments and aspirations related to sustainability,
including goals associated with energy transition, innovation, and social and environmental impacts.
Metrics based on estimates or indicating high uncertainty
The majority of metrics used in our reporting are based on actual data obtained from direct sources. Where full actual data is not available, we apply estimates
to ensure the continuity and completeness of the reported information. These estimates are based on best industry methods and practices to reflect actual
data as accurately as possible.
If source documents are missing, we prevent gaps in the Group’s environmental disclosures by presenting either the data from the optimum period or the
average for the previous periods.
→ Consumption of electricity – estimates are made in two options:
• Supplementation of missing interim data: If readings for specific months are missing (while such data is available for other periods), then the
missing data is calculated against the average consumption in a given location (which in turn is based on the readings available for that location for
the current reporting year).
• Full estimates: For locations where no actual annual consumption data are available, the consumption is calculated against the EP (energy
performance) index (kWh/m²). This indicator is calculated separately for each group of comparable buildings based on actual data for the current
reporting year, after the elimination of outliers. For stand-alone devices (e.g. outdoor ATMs) whose electricity consumption is not measured
individually, we do such calculations on a flat-rate basis against the technical parameters and number of such devices.
→ Thermal energy and gas consumption is estimated for those Bank’s locations where real-consumption unit data is unavailable. The estimates are based
on standard consumption of energy per square metre, calculated for similar properties in individual calendar quarters – this approach makes it possible
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for the Bank to reflect the seasonality trends in energy consumption. These indicators are calculated against the actual data for the corresponding periods
of the base year 2024, after we have eliminated the outliers (i.e. extreme, atypical results).
In 2025, Santander Bank Polska carried out a comprehensive inventory-taking of heat sources within its infrastructure – the type of heat source was
confirmed for 85% buildings. This exercise enabled us to allocate the estimated volumes precisely to respective appropriate emission scopes, in
accordance with the GHG Protocol. As regards the district heating and gas, the Group has implemented dynamic quarterly indicators for accurate mapping
of seasonal trends (differences) in energy demand.
→ Greenhouse gases emissions ("GHG") linked to customer activities. Category 15 Scope 3 emissions are calculated using the Partnership for Carbon
Accounting Financials (PCAF) methodology and are based on estimates, as access to actual data from customers is limited.
→ Levels of physical risks, transition risks and nature risks are based on forward-looking methodologies (for climate scenarios). In particular, current
physical risks are estimated through global climate models whose results are calculated at the level of individual municipalities. Transition risks, on the
other hand, are estimated with the use of expert methodologies developed in line with UNEP-FI and ENCORE guidelines.
→ Employee commuting (Scope 3): emission figures are estimated on the basis of commuting surveys – employees were asked to indicate the means of
transport they use to commute to work.
→ Emission metrics for business travel are calculated both against the actual data (when available) and estimates, especially with respect to rail and bus
travel, where average distances are applied. For car journeys where the information about the type of engine is missing, the classification is based on the
Polish Statistics (GUS) index. (Vehicles by type of fuel used).
→ For social initiatives delivered by multiple organizations (partners), the estimated number of beneficiaries attributable to the Group is proportional to
our financial contribution to the initiative's total budget. If there are no tools available to calculate the exact number of beneficiaries of an initiative, a
30% cap is applied to account for potential double-counting of beneficiaries.
→ Number of beneficiaries of financial education: the same criteria as those applicable to the beneficiaries of the Bank’s social initiatives (see above). In
addition, recipients are obliged to read at least 50% of the content of the educational material provided. In the absence of the actual data, the Bank uses
the estimates based on statistics on content consumption in a given education channel.
Detailed information on the methodology for determining the above indicators and the estimation methods applied is presented in the relevant subchapters.
To improve the accuracy of metrics based on indirect data, we undertake ongoing efforts to enhance data quality. We engage in dialogue with customers and
other stakeholders to obtain more comprehensive actual data and gradually reduce our reliance on estimates. At the same time, we improve the estimation
methods through the use of available methodologies. We systematically verify data from external entities, cross-check it with invoices and accounting records,
and analyse deviations from historical data. This allows us to identify and correct inaccuracies on an ongoing basis.
To assess the impacts (both positive and negative), risks and opportunities, as well to analyse the methods of measuring the financing ratios for specific groups
of customers, we need to source accurate information directly from their reports. In the Bank’s opinion, it might be rather difficult to provide more actual data
as the sustainability reporting obligations have been postponed and there is a smaller number of entities to be reported on. As the Group, we are taking
advantage of phased-in arrangements, also with respect to the value chain. The double materiality assessment process and the Statement include forward-
looking information. Assumptions, judgments, forecasts, and projections have been applied with respect to (inter alia) climate risks, transition risks, and
opportunities. As a result, forward-looking information reflects the Group’s current expectations and may be subject to uncertainty. It may also change,
particularly due to economic developments, regulatory changes, market dynamics, or climate change.
Significant changes in the information presented compared to the previous period
In the disclosures for 2025, we adopted changes in the preparation of information on greenhouse gas emissions from the loan portfolio by changing the
methodology for calculating emissions from the retail real estate portfolio, which affected the recalculation of financed emissions and indirect emissions in
scope 3 (E1-6, MDR-M). We also adopted changes in the methodology for calculating remuneration metrics (S1-16) and the metric relating to the Group's
activities in the area of anti-corruption and ethics training programs (G1-3).
We have made corrections in the information on energy consumption and the energy mix (E1-5). With regard to disclosures related to the EU Taxonomy, we
have applied methodological changes as provisioned by the regulations and corrected the GAR indicators (Disclosures under Regulation no. 2020/852).
Detailed explanations of the scope of the changes and their reasons, together with adjusted comparative data, can be found in the dedicated sections of the
Statement as indicated above.
Most of the indicators presented in the Statement do not include Santander Consumer Bank S.A. and its subsidiaries, which affects the comparability of those
data vs. the figures from the Statement for 2024. For those indicators that recognised Santander Consumer Bank S.A. and its subsidiaries, we have provided a
relevant comment in the Statement.
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Alignment with the EU Taxonomy
As part of the Sustainability Statement, in section "Disclosures under Regulation no. 2020/852), we disclose information prepared in accordance with
Regulation (EU) 2020/852 of the European Parliament and of the Council (hereinafter: "EU Taxonomy"), including the amendments introduced by the Omnibus
I regulatory package.
Incorporation by reference
In this Sustainability Statement, we refer to matters described in other sections of the Management Board Report or in other documents of the Group. This
includes topics such as:
→ Detailed information about the experience of Management Board members, which can be found in Chapter XII “Statement on corporate governance in
2025”.
→ Information about business segments in terms of customer profiles and product lines, which can be found in Chapter VIII “Business Development in
2025”.
→ Detailed information on actions taken in the area of own workforce can be found in Chapter V “Relations with employees” and Chapter IV “Development
strategy”.
→ Detailed information about actions taken with respect to consumers and end-users can be found in Chapter VI “Relations with Customers” and Chapter
VIII “Business Development in 2025”.
→ Detailed information about actions taken with respect to affected communities can be found in Chapter IV “Development Strategy”.
Application of phased-in disclosure requirements
The table below presents disclosures resulting from the phased-in disclosure requirements. By applying the provisions of the ESRS in this regard, the Group
does not disclose the information listed in the table below in this Statement.
ESRS
Required Disclosure
Description of Disclosure
ESRS 2
SBM-3, section 48 e)
Predicted financial impact
ESRS E1
E1-9
Predicted financial impacts arising from material physical and transition risks, as well as climate-
related opportunities
ESRS S1
S1-14
Health and safety: Information on non-employees in own workforce
ESRS 2
SBM-1
Breakdown of total revenue by significant ESRS sectors
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1. General Disclosures (Sustainability of the Group)
1.1. Impact, risk and opportunity management
Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1)
According to current reports nos. 24 and 26 (dated 2025) provided by Santander Bank Polska S.A., Banco Santander S.A. made an arrangement with Erste
Group AG whereby the latter would acquire a 49% stake in Santander Bank Polska S.A. and 50% of shares in Santander Towarzystwo Funduszy Inwestycyjnych
S.A. which were not held by the Bank; with Banco Santander S.A. ultimately acquiring a 100% stake in Santander Consumer Bank S.A. (“Transaction”). The
agreement with Santander Consumer Finance S.A. on the sale of shares in Santander Consumer Bank S.A. held by the Bank was signed on 23 December 2025,
according to the current report no. 40 (dated the same day).
As at 31 December 2025, the Bank was a member of Banco Santander S.A. That is why the double materiality assessment was updated in 2025 in line with
the DMA methodology and general methodological guidelines used across the Group, which were also applied to draw up the reports for 2024. They included:
→ the Group's impact on the external environment (impact materiality);
→ risks and opportunities affecting the Group (financial materiality). We performed the 2024 DMA jointly with external experts and we applied the analysis
methodology that complied with ESRS and EFRAG guidelines.
The purpose of the 2025 DMA exercise was to check if material impacts, risks, and opportunities for the Group arising from sustainability-related issues have
remained unchanged since 2024 (when they were identified). Findings from this analysis serve as the foundation for the Group's disclosure of key ESG
information.
In view of the scope of operational challenges and tasks related to Santander Bank Polska Group’s preparations for the transaction with Erste Group AG,
uncertain finalisation schedule for the Transaction and the regulatory requirements for DMA in place, a simplified approach was applied to recognise the
impact of the Transaction on the scope of material impacts, risks and opportunities (IRO) as part of the DMA update. Based on expert judgement, we decided
that the information most valuable for the purposes of DMA update concerning the impact of the Transaction would be obtained through structured interviews
with selected investors who constantly monitor the market and have experience in analysing the impact of mergers and acquisitions on the operations of
financial institutions. The above-mentioned process has not confirmed any impact of the Transaction on the scope of IROs.
The updated DMA also rec ognised the feedback obtained in 2024 from other key stakeholders, i.e.: employees,
customers, NGO representatives, regulators, universities, and business partners. The survey was conducted in
multiple stages and included both dialo gue sessions and questionnaire -based research.
Incorporating the opinions of key stakeholders in the double-materiality assessment
Stakeholder group
Impact materiality
Financial materiality
Affected stakeholders
Customers
Non-governmental organizations (NGOs)
Employees of the Group
Users of reports
Investors / shareholders
Senior management
Regulatory and supervisory bodies
The DMA update also involved the analysis of up-to-date portfolios. These included an assessment of impacts, risks and opportunities, and the assessment of
their materiality, through the Group's portfolio of products and services, in particular our loan portfolio. Just like in 2024, portfolio analyses were based on
recognised methodologies and analytical tools, as well as the Group’s in-house solutions. These included:
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→ UNEP FI Impact Tool, for assessing the impacts, risk and opportunities of financial institutions;
→ “heat maps” illustrating climate risks (including transition and physical risks), developed using, among others, the TCFD methodology and NGFS climate
scenarios;
→ Encore tool for assessing environmental risks;
→ Bank's sales forecasts for green, social and sustainability-related financing (among other things).
All calculations involved the up-to-date financial figures as at 31 December 2024 (portfolio analyses as part of the DMA carried out in 2024 were based on
figures as at 31 December 2023).
Methodology of the Double Materiality Assessment in the Group
The double materiality analysis serves as the foundation for the Group's strategic approach to sustainability. It enables the Group to:
→ identify key ESG topics that are material from the perspective of stakeholders and the Group's operations;
→ assess risks and opportunities associated with each ESG issue, facilitating effective management;
→ prioritize actions in the area of sustainability.
The updated analysis was conducted in four phases:
Phase 1: Contextual Analysis
In this stage, we confirmed the assumptions for the analysis and the Group's value chain, encompassing stakeholders across upstream operations, our
own operations, and downstream operations. The analysis accounted for internal and external factors, such as regulations, stakeholder expectations and
market trends. We used external sources mentioned above.
We again analysed the information gathered during last year’s dialogue session and from the stakeholder survey on sustainability issues to use in the
materiality assessment.
Phase 2: Identification of Impacts, Risks and Opportunities (IROs)
In the second stage, we reviewed sustainability topics in line with ESRS. The contextual analysis initially identified 100 IROs. We categorised them and
assigned them to a topic or sub-topic, and key impacts, risks, and opportunities – within ESRS 1, AR 16. We also analysed the Group's portfolio of products
and services, with the focus on the loan portfolio.
Each IRO was:
→ mapped to the value chain and assigned the relationships between impacts and risks – we assessed whether and how impacts could lead to new
risks and opportunities, with the focus on potentially negative human rights impacts;
→ assigned to the responsible unit within the organisation for the process in question;
→ estimated for the potential financial impact resulting from the risks or opportunities.
The methodology we used to measure materiality is based on EFRAG's guidance on materiality assessment. Having applied this methodology at this
stage, we classified 32 IROs as material.
Phase 3: Assessment of materiality of impacts, risks and opportunities
Just like last year, we assessed impacts, risks, and opportunities based on the dimensions specified in ESRS: scale, scope, likelihood of occurrence, and,
for negative impacts, the irrevocable nature. Such analysis covered both the impact of our activities on the external environment (impact materiality),
and risks and opportunities that could affect the Group’s financial performance (financial materiality).
Phase 4: Materiality thresholds and confirmation of results
Finally, we ranked the material topics and developed a materiality matrix, which forms the basis for further strategic actions. To identify material IROs,
we adopted a threshold of 3.5 on a scale of 1 to 5 both for impact perspective and financial materiality. This means that IROs whose materiality ranges
from medium (3) to high (4) or higher were considered material – the underlying assumption was that values greater than 3.5 represent events of
medium-high severity and events of medium-high likelihood of occurrence.
We also assessed the validity and consistency of the list of IROs identified as material. From a quantitative perspective, assuming that the distribution of
event materiality follows a normal distribution (mean = 3 and standard deviation = 0.5), the probability of a value of 3.5 is approximately 16%, which is
considered reasonable for a material event.
According to the updated DMA, the areas considered material in 2024 have not changed since then. The main reason is the stability of ESG priorities for
Santander Bank Polska Group, also in the context of prospective impact of the Transaction. This does not rule out possible changes in the coming years,
following a new double materiality analysis.
The ESG Committee has confirmed the outcome of updated analysis. The materiality matrix is designed to help the Group effectively manage ESG issues within
the strategic directions and to target the areas of greatest importance to the Group and its stakeholders. In 2025, the Group started to monitor and manage
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material IROs on an ongoing basis. The review confirmed that the Bank properly handled most of the relevant issues identified through the DMA, as part of
the existing management processes.
Materiality Matrix of the Group
Having completed the above-mentioned process, we confirmed that the list of relevant topics had not changed vs. the matrix developed in 2024. The
materiality matrix makes it possible to determine the key impacts, risks, and opportunities significant both from the perspective of their influence on the
external environment and the financial performance of the organization. Each material topic was categorised by its relevance to the operations of the Group.
The resulting matrix serves as the basis for integrated management of ESG issues, strategic decision-making, and the implementation of actions within the
Group’s business model. Findings from the materiality analysis again highlighted the topics of critical importance as well as those of an informational nature.
This in turn allowed us to prioritise the actions in a way that best addresses the risks and needs associated with the operations of the Group.
ESRS
Subtopic
Impact
perspective
Financial
perspective
+
–
Risks
Opport
unities
*
E1: Climate Change
1. Climate mitigation
2. Energy
E2: Pollution
E3: Water and marine resources
E4: Biodiversity and ecosystems
E5: Use of resources and circular
economy
*
S1: Own workforce
3. Working conditions
4. Equal treatment and opportunities for all
5. Other work-related rights
S2: Workers in the value chain
*
S3: Affected communities
6. Communities’ economic, social and cultural rights
*
S4: Consumers and end-users
7. Information-related impacts for consumers and/or end-users
8. Social inclusion of consumers and/or end-users
*
G1: Business conduct
9. Corporate culture
10. Protection of whistleblowers
11. Management of relationships with suppliers including payment practices
12. Corruption and bribery
Legend
*Material topic
Topic evaluation:
Critical ≥4.5
Material 4.5>x≥3.5
Informative 3.5>x≥2.5
Minimal <2.5
Based on the updated double materiality assessment, we again classified five sustainability-related topics for inclusion in this Statement.
The results of the assessment include the distribution of impacts, risks, and opportunities according to the ESRS thematic standards.
ESRS E1 Climate Change
IRO ID
Type of IRO
Type of impact
Description and location of IRO
Component of the
value chain
Climate change mitigation
E1.I1
Impact
Potential –
negative
Negative environmental impact resulting from financing borrowers who are unable to
adapt their business models to a low-carbon economy.
Downstream
E1.I2
Impact
Actual –
negative
Increase in greenhouse gas emissions related to portfolio activities (retail banking
loans).
Downstream
E1.I3
Impact
Actual –
negative
Increase in greenhouse gas emissions related to portfolio activities (institutional
banking loans).
Downstream
E1.O1
Opportunity
Market leadership through financing and advisory services in the area of emission
reduction technologies in agriculture, and increased revenues through the financing
of water, waste and soil treatment projects, greater energy efficiency and reduced
emissions.
Downstream
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E1.O2
Opportunity
Building up the customers’ trust through a bespoke loan offer and advice so as to help
them determine the modernisation potential of their real estate; as well as to grow
the revenues by increasing the volume of property financing granted to borrowers
who meet the criteria of our Sustainable Finance and Investment Classification
System.
Downstream
E1.O3
Opportunity
Market leadership through the financing of technologies which support low-carbon
mobility; coupled with the growth of revenues driven by (1) funding and advice on
expansion of the EV charging infrastructure, (2) funding and advice on the transition
to electric vehicles.
Downstream
E1.O4
Opportunity
Standing out in the market by: i) encouraging and supporting customers along the
entire value chain to adopt more sustainable business practices, and 2) financing and
advising early-stage companies focused on solutions enabling the energy transition.
Downstream
E1.O5
Opportunity
Growth in green bonds, green loans, and sustainability-linked financial instruments.
Downstream
E1.O6
Opportunity
Growth in the revenues by financing the development of new technologies such as
hydrogen, carbon capture, utilisation and storage, biofuels and energy storage in a
broader sense.
Downstream
E1.R1
Risk
Reputational risk stemming from the sentiment shared by customers, investors and
other stakeholders that banks are not doing enough to achieve low-carbon goals or
are acting contrary to their policies.
Downstream
E1.R2
Risk
Reputational risk caused by failure to achieve climate and environmental goals,
including those related to the Group’s own operations and those of its customers,
which may result in financial losses.
Downstream
E1.R3
Risk
Risks arising from activities in various sectors that hinder the mitigation of climate
change
Downstream
Energy
E1.I4
Impact
Actual –
positive
Contributing to environmental protection through increased use of renewable energy
and other low-carbon technologies.
Downstream /
Own operations
ESRS S1 Own workforce
IRO ID
Type of IRO
Type of impact
Description and location of IRO
Component of the
value chain
Working environment
S1.I1
Impact
Actual – positive
Flexible working conditions that enable employees to achieve work-life balance.
Own operations
S1.I2
Impact
Actual – positive
Promoting employee health and well-being through appropriate monitoring and
best practices, as well as health and safety initiatives.
Own operations
S1.I3
Impact
Actual –
negative
Potential harm to employees through exposure to longer working hours,
controversies related to corruption and human rights violations, or proven breaches.
Own operations
S1.I4
Impact
Actual – positive
Protection of employees through adequate wages and benefits, positive impact on
employees’ wages in connection with adjusting wages to current economic situation
in Poland.
Own operations
Equal treatment and equal opportunities for all
S1.I5
Impact
Actual – positive
Upskilling the employees through training and professional development initiatives
Own operations
S1.I6
Impact
Actual –
negative
Gender pay gaps and the participation of women at all levels of employment.
Own operations
Other work-related rights
S1.I7
Impact
Potential –
negative
Lack of employee privacy protection due to the database infrastructure and data
management software used by the Bank to host and manage all operations.
Own operations
ESRS S3 Affected Communities
IRO ID
Type of IRO
Type of impact
Description and location of IRO
Component of the
value chain
Communities’ economic, social and cultural rights
S3.I1
Impact
Potential –
negative
Human rights are not guaranteed due to the financing of activities which involve
well-known past and recurring incidents, without a prior validation processes
Downstream
S3.I2
Impact
Potential –
negative
Failure to recognise human rights or adverse impact on human rights due to
insufficient assessment and/or monitoring of financed projects
Downstream
S3.I3
Impact
Potential –
negative
Lack of protection for affected communities due to the absence of monitoring
mechanisms and compliance reviews for funds used in sectors and/or activities with
a high risk of environmental and social impacts
Downstream
S3.I4
Impact
Potential –
negative
Financing of the customers engaged in activities deemed as illegal, contrary to the
Bank's policies and ethical standards, which could pose risks to society
Downstream
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ESRS S4 Consumers and End-Users
IRO ID
Type of IRO
Type of impact
Description and location of IRO
Component of the
value chain
Information-related impacts for consumers and/or end-users
S4.I1
Impact
Actual – positive
Educating retail customers on online threats and ways to mitigate them.
Own operations
S4.I2
Impact
Potential –
negative
Quality of information and data protection are not guaranteed for vulnerable
customers regarding how their data is used, stored, and shared, or ensuring that
customers sufficiently understand how their data is managed.
Own operations
S4.I3
Impact
Potential –
negative
Customer inquiries, complaints, and claims are not addressed or do not result in
necessary changes and modifications due to the lack of systems and processes.
Own operations
S4.I4
Impact
Potential –
negative
Lack of price transparency for customers as the Bank set unfair prices without prior
notice or justification.
Own operations
S4.I5
Impact
Actual –
negative
Lack of customer privacy protection due to the database infrastructure and data
management software used by the Bank to host and manage all operations.
Own operations
S4.I6
Impact
Potential –
negative
High trust among Polish customers in data security reflects the positive impact of
banks on data protection.
Downstream
S4.R1
Risk
Risk of cyber-attacks threatening the privacy of customer data
Downstream
S4.R2
Risk
Risk of severe security breaches caused by malicious practices or human errors by
employees, such as the use of unauthorized software, technical user violations, or
data exfiltration and leaks.
Own operations
S4.R3
Risk
Risk to vulnerable customers resulting from the breach of data protection
regulations.
Own operations
S4.R4
Risk
Risk of not addressing customer inquiries, complaints, and claims due to ineffective
systems.
Own operations
S4.R5
Risk
Potential lack of price transparency for customers as the Bank set unfair prices
without prior notice or justification.
Own operations
Social inclusion of consumers or end-users
S4.I7
Impact
Potential –
negative
Products and services unavailable to vulnerable customers because the inclusive and
accessible products/services are are not identified as such in the catalogue.
Own operations
S4.I8
Impact
Potential –
negative
Failure to ensure financial well-being for customers (through easy-to-use and
accessible financial services) due to the lack of product modifications or failure to
monitor if they are effective.
Own operations
S4.I9
Impact
Potential –
negative
Insufficient coverage and utility of products for the entire population and/or
contributing to barriers in access to financial products due to product and service
design process.
Own operations
S4.I10
Impact
Potential –
negative
Failure to provide additional conditions for vulnerable customers in debt collection or
recovery processes due to improper identification.
Downstream
S4.I11
Impact
Potential –
negative
Financial abuse of vulnerable customers due to a lack of preventive transaction
monitoring for individuals with legal guardians.
Own operations
ESRS G1 Business Conduct
IRO ID
Type of IRO
Type of impact
Description and location of IRO
Component of the
value chain
Corporate culture
G1.I1
Impact
Potential –
negative
Acting responsibly by considering not only the interests of investors and the Bank but
also the impacts on employees, society, and the environment, including paying taxes.
Own operations
G1.I2
Impact
Potential –
negative
Failure to uphold commitments to respect human rights due to the absence of
appropriate governance structures, communication channels, and scalability.
Own operations
G1.R1
Risk
Risk arising from the absence of adequate governance structures, internal regulations,
and scalability to manage and address ESG issues.
Own operations
Protection of whistleblowers
G1.I3
Impact
Actual –
positive
Protecting the confidentiality of whistleblower information through an effective
communication system where the Bank provides uniform information to authorities via
robust, unified rules and procedures in whistleblowing channels.
Own operations
G1.I4
Impact
Potential –
negative
Increase in recurring incidents due to the lack of internal measures to effectively
address issues reported through complaint channels and the failure to implement
continuous improvements.
Own operations
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Management of relationships with suppliers including payment practices
G1.R2
Risk
Risk resulting from the failure to implement operational resilience solutions, such as
compliance with DORA (Digital Operational Resilience Act) requirements across the
entire value chain.
Own operations
Corruption and bribery
G1.I5
Impact
Actual –
positive
Combating all forms of corruption.
Downstream
During the update of the DMA, we analysed the impacts, risks, and opportunities arising from various sustainability areas, based on the list of reporting topics
indicated in ESRS 1, paragraph AR 16. As part of this analysis, we utilized tools such as UNEP FI Impact Analysis and Encore (providing data on dependencies
between production processes and ecosystem services), opinions from our stakeholders (both internal and external ones), as well as an analysis of activities
financed by the Group. Based on the results, the following topics were not deemed material (which means that the related impacts, risks, and opportunities
do not meet the materiality thresholds):
→ ESRS E2: Pollution
→ ESRS E3: Water and marine resources
→ ESRS E4: Biodiversity and ecosystems
→ ESRS E5: Use of resources and circular economy
→ ESRS S2: Workers in the value chain
This assessment is primarily supported by the qualitative and quantitative analysis (including established materiality thresholds), as well as by our
stakeholders’ opinion. Stakeholder engagement sessions and surveys carried out in 2024 have shown that our stakeholders perceive the above-mentioned
issues as less critical in the context of the Group’s activities. Furthermore, in-depth interviews conducted in 2025, did not reveal any need to change material
ESG issues disclosed by SBP in the sustainability report.
The structure of our loan portfolio is also important in this context. Approximately 50% of exposures relate to households, and the implemented Environmental
and Social Risk Management Policy limit the Group's exposure to financing companies from polluting or resource-intensive industries. Both of these aspects
mean that, as a result of the analysis, the Group's impact and its exposure to risks and opportunities related to pollution, water, biodiversity and the circular
economy currently appear to be immaterial.
Description of processes for identifying and assessing climate-related material impacts, risks and
opportunities (E1.IRO-1)
The Group’s climate-related impacts
The materiality of the Group’s impact on climate has been assessed in accordance with the methodology discussed in the previous subchapter. As part of the
materiality assessment process, the Group analysed its energy consumption as part of its own operations (see disclosures in subchapter E1-5) as well as its
greenhouse gas (GHG) emissions across the value chain. A review of the Group’s operations in terms of GHG emission sources across its entire value chain was
conducted in line with the methodology outlined in the GHG Protocol (see disclosures in subchapter E1-6). No material climate-related impacts were identified
within the upstream segment of the Group’s value chain (conclusion based on the above-mentioned analyses and the nature of banking operations). However,
considering the specifics of financial institutions’ business profile and the structural aspects of the Group’s portfolios, material climate-related impacts were
identified in connection with GHG emissions financed by the Group, Which represent downstream value chain impacts. Financial institutions’ own operations
are not very carbon-intensive, as they primarily involve office-based activities. Nevertheless, the Group acknowledges the importance of responsible energy
management, which translates into Scope 1 and Scope 2 GHG emissions, and has also deemed its impact in this area as material. The analysis also covered
the strategic plans and objectives of the Group, which are discussed in more detail in subchapter E1-4. A complete list of the Group’s identified material
climate-related impacts can be found in the previous subchapter.
Climate change risks and their impact on the business
Proper identification of climate change risks allows us to take actions to increase our resilience to these risks. It also allows us to better use the opportunities
and address challenges posed by climate change in order to improve the growth dynamics, financial performance and the reputation of the Group. In line with
available regulatory guidance, we identify and analyse climate change risks under the following categories: physical-, transition- and nature risks. Based on
market practice, available literature and our double materiality assessment, we came to the conclusion that in the finance industry, climate change risks are
of key importance in the case of entities financed by a given institution. This has impact on the profitability of exposures towards such borrowers and on the
financial service provider’s reputation in the context of business relationships with financed entities. Compared to financial risks arising from the impact of
climate change on the financial instruments portfolio, the financial risks associated with the impact of climate change on the Group’s own operations and
suppliers are negligible.
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Physical risks
Physical risks arise from the growing severity and frequency of extreme weather events, such as severe storms or flooding (acute physical risks). In many
sectors, these can cause direct damage to assets and disruption to infrastructure. They can also affect companies indirectly, by necessitating a change in their
business profile, increasing costs (e.g. insurance) or even preventing them from conducting business.
The second group of physical risks are those associated with gradual and prolonged changes in climate patterns over the medium to long term, particularly as
a result of increases in average temperatures (chronic physical risks). In this category, the agricultural sector is especially vulnerable, due to an increase in the
risk of land erosion, which in turn affects the quality and quantity of the crops. In the medium- and long-term perspective, the deteriorating hydrological
situation in Poland and the threat of drought are also risk factors. Lack of adequate water retention systems and water shortages can have a number of negative
effects. They may affect various sectors of the economy, including the energy sector (e.g. thermal power plants using river water in cooling systems may have
to reduce energy production during periods of drought). Deterioration of hydrological conditions may also mean a higher risk of fires and potential losses in,
among others, timber production.
Transition risks
Transition risks are associated with the transition towards a low-carbon economy, in line with the goals of the Paris Agreement and the strategic direction set
by the European Green Deal. Such a transition implies major structural changes in the global economy, entailing many risks, including rapidly emerging losses
from so-called stranded assets. The consequences of these processes are complex and multidimensional, making the assessment of transition risks difficult,
but extremely important. From the Group's perspective, these risks can affect the Group both directly and indirectly through their impact on the Group's
customers.
One category of transition risks is regulatory risks. These are related to the amendment of regulations to combat climate change and promote adaptation to
it. New, stricter regulations that will force climate-friendly solutions may translate into higher operating costs for some companies. Sectors dependent on coal
and other fossil fuels, on which the Polish energy mix is predominantly based, are particularly vulnerable to these risks. Regulatory risks arise from the rising
cost of CO
2
emissions, stricter reporting and data collection requirements and even from regulatory changes restricting the operation of some particularly
high-emission entities. A risk not yet so widespread in Poland, but already noticeable in Western European countries, are lawsuits brought by NGOs (for
example). These are aimed at holding companies legally responsible for contributing to climate change or fighting greenwashing practices. The risk of litigation
applies largely to companies operating in the most polluting and carbon-intensive sectors.
Technological risks are yet another group, as decarbonisation and the transition of the economy will require support in the form of technological innovation.
For many companies and industries, profound technological change may mean the loss of asset and infrastructure value, as well as the need to invest in R&D
and the implementation of new technologies.
The transformation and structural changes of the economy are also associated with market risks. Changes in the demand and supply of raw materials and
commodities will affect their prices and, as a result, the production costs of companies. Consumer choices and the broad macroeconomic environment,
including the level of competitiveness of the economy or the level of interest rates, will also be subject to change.
The last group of transition risks are reputational risks. These relate to increased consumer awareness and unethical or unconscious greenwashing actions by
companies.
Nature risk
To broaden the scope of the analysed risks, a biodiversity assessment (assessment of nature risks) was added at the level of each customer activity code in
2025. Nature risk means a potential negative impact on business enterprises, economies and society in the wake of the degradation of natural ecosystems
and the loss of biodiversity. These risks are a growing concern because the so-called ecosystem services (such as the production of oxygen, natural purification
of water or pollination) are crucial to many economic sectors and their degradation can manifest itself both through physical risks (e.g. damage caused by
storms) and transition risks (e.g. regulatory changes). Examples include reduced yields resulting from soil degradation or higher costs driven by new
regulations on pollution control. The nature risk was analysed in line with the ENCORE methodology (Exploring Natural Capital Opportunities, Risks, and
Exposure). It facilitates the identification and management of risks and opportunities related to natural capital. Developed by the NCFA and UNEP-WCMC, this
methodology provides information about the reliance of economic activity on ecosystem-based services and their potential impact.
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Analysis and assessment of the transmission of climate risks to banking risks
Climate risks (and, more broadly, ESG risks) have not been singled out as a separate category of risks relevant to our Group. The approach taken is to analyse
and assess the transmission of climate risks into traditional financial risk categories, in line with currently available supervisory and regulatory guidance.
The results of the analysis we carried out for the Bank are shown in the table below.
Impact of physical risks
Impact of transition risks
Risk management approach in the Bank
Credit risk (downstream)
Climate risk can negatively affect borrowers and
reduce their ability to service their debt.
More frequent and severe weather conditions
and natural disasters may also reduce the value
of loan collateral.
EU or national regulations may reduce the debt
servicing capacity of business borrowers
operating in certain sectors, primarily carbon-
intensive sectors such as:
power generation
fuel sector
transportation.
We integrate ESG risks into the credit risk
assessment and monitoring process, both at the
customer level and at the loan portfolio level.
The following section describes the changes that
are being introduced into the credit process step
by step.
The methodology applied for a more precise
measurement of the physical risk recognises
also the location of the property serving as
collateral and the customer's activities.
Market risk (downstream)
Risk of losses arising from changes in the value
of the Bank's assets and liabilities caused by
natural disasters and sudden weather events.
The cost of CO
2
emissions may increase costs for
some companies (particularly in carbon-
intensive sectors such as energy and fuel). This
may lead to a reduction in revenue for these
companies and, consequently, a reduction in
investment capacity. This, in turn, may reduce
the number of new credit applications.
Regulatory pressures may indirectly affect the
financial market by reducing investment in
selected customer groups.
There is no quantifiable impact of ESG factors on
the market risk for the Bank's portfolio in the
form of an impact on the supply, demand or
prices of instruments, which could have a
negative impact on the Bank's results, or the
level of risk incurred.
The Bank continuously analyses whether the
impact of ESG factors on market risk is becoming
material, in particular with regard to potential
changes in the structure of the trading book.
Liquidity risk (downstream)
Climate change, including natural disasters and
sudden weather events, can cause a surge of
demand for cash.
No material impact of transition risk was
identified.
Appropriate procedures have been defined so
that ESG risks are recognised in the annual
liquidity adequacy assessment process (ILAAP) in
which we estimate net outflows. Moreover, the
impact of various stress scenarios (including the
climate change-related one) on deposit outflows
was analysed. The impact of ESG factors is
viewed as immaterial.
Operational risk (own operations and upstream)
Sudden weather events may affect the conduct
of business in the Bank's branches (e.g. flooding,
lack of power supply) and business continuity of
its suppliers.
Higher costs of energy may increase the burden
on the Bank (e.g. growth of rental costs ) or
affect the ability of the Bank’s suppliers to run a
profitable business.
ESG risks are identified, valued and monitored as
part of the risk self-assessment process.
As part of the scenario analyses, a scenario is
examined that assumes the materialisation of
events caused by ESG factors.
Under current regulations, the Bank's units are
required to report ESG events to the operational
event database.
In November 2023, operational risk indicators
applied to monitor ESG risks were included in
the reporting scope and a scenario analysis was
carried out to examine the potential impact of
floods on the Bank’s assets.
The impact of ESG factors is viewed as
immaterial.
Business risks (entire value chain)
No material impact of physical risk was
identified.
In the short term, there is an increase in costs
associated with the transition to a low-carbon
economy. Some of these costs are passed on to
consumers, which may reduce their willingness
and/or ability to take out consumer loans (e.g. to
buy new cars).
Regulations and shifts in customer decisions
may create new opportunities to offer products
or services. Failure to act appropriately may lead
to a loss of customers to competitors.
The impact of transition risks on the Bank's
business operations is analysed on an ongoing
basis, and this is reflected in the Bank's strategic
activities and product portfolio.
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Reputational risk (entire value chain)
No material impact of physical risk was
identified.
Continued financing of sectors negatively
perceived by regulators, the market and rating
agencies (this is mainly in relation to carbon-
intensive sectors) could negatively affect the
Bank's rating. Possible inadequacies in the
management of communications to customers
(greenwashing) may negatively affect the Bank's
reputation. Possible collaboration with suppliers
with controversial sustainability practices may
negatively affect the Bank's reputation.
We pay special attention to the transparent
communication of sector policies.
We apply reputational risk management policies
which recognise ESG factors (in particular:
greenwashing).
We seek to engage the customers in addressing
climate change and change of environmental
conditions.
We conduct appropriate analysis in terms of
reputational risk and analyse customers' climate
plans.
Compliance risk (entire value chain)
No significant impact of physical risk was
identified.
The growing regulatory pressure may drive the
operating and advisory costs because new
requirements must be complied with. Failure to
do so may result in financial penalties imposed
by market regulators.
We analyse regulations concerning the Bank’s
operations on an ongoing basis so as to ensure
that they meet the requirements of EU and
national supervisory authorities.
Group subsidiaries are developing their approach to managing climate risks in line with their regulatory schedules. In particular, Santander Consumer Bank –
an independent banking institution – analysed the materiality of the impact of ESG risk factors 2025, with the special focus on the impact of climate risks on
traditional financial risks. Meanwhile, Santander Leasing and Santander Factoring (the Bank’s subsidiaries) are implementing best practices derived from the
banking approach, taking into account the specific nature of their business profiles.
We also investigated the climate change risks when preparing the financial statements in accordance with International Financial Reporting Standards – For
details, see the "Climate-related risk" chapter of the financial statements. The conducted analysis confirmed that environmental issues did not have any
material impact on the financial statements as a whole.
More details about the identification and assessment of the materiality of climate risks are presented in SBM-3 disclosures in the section “Qualitative and
quantitative analysis of the resilience of the strategy and business model to climate risks to support a combined assessment of the resilience of the Group's
strategy and business model”. It describes the findings from scenario analyses for the loan portfolio (downstream value chain), taking into account the so-
called high emissions scenario. These scenario analyses were based on up-to-date scenarios defined by the Network for Greening the Financial System (NGFS).
Based on its expert knowledge, the Group has not identified any material physical climate risks for its own operations and the upstream part of the value chain.
As indicated at the beginning of this section, this is due to the nature of financial service business: neither the own operations nor the upstream value chain of
financial service providers does have high emission rates, the vast majority of emissions being related to customer financing (downstream).
Climate opportunities
The opportunities for our Group concern in particular:
→ development of the renewable energy sources (RES) market and the possibility of investing in projects and companies related to this sector,
→ as well as the possibility to engage in the financing of transport electrification projects, including the adoption of electric and low-emission cars and low-
emission public transport.
Another growing area includes projects focused on the construction and redevelopment of energy-efficient buildings, as well as investments in circular
economy processes. The possibility to participate in the financing of customers' transition projects is also an opportunity. New long-term business
opportunities will be related to:
→ cooperation with companies involved in the transformation of the Polish power generation industry;
→ development of advisory services regarding the use of low-carbon and optimisation solutions in agriculture,
→ and development of financial services in this respect.
The process of identifying climate opportunities in the business area is described further in this document, in the section “Material impacts, risks and
opportunities and their interaction with strategy and business model (SBM-3)”.
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1.2. Sustainability Strategy of the Group
Strategy, business model and value chain (SBM-1)
Description of the business model – products and services offered
The business model of the Group is based on providing financial solutions to individual customers, micro, small, and medium-sized enterprises, Polish and
international corporations as well as public institutions. We offer a wide range of banking and financial services for both domestic and international markets.
Our priority is to foster customer loyalty and employee engagement, which drives growth in income, receivables, and deposits.
The Bank’s offer is comprehensive and satisfies diverse customer needs with regard to bank accounts, credit facilities, savings and investment products,
settlement solutions, insurance, and card services. The Bank’s services are developed on the basis of technology, innovation and open platforms. They include
cash management, payment processing, foreign trade support, transactions in the capital, money, and foreign exchange markets, derivatives transactions, as
well as underwriting and brokerage activities.
The Bank’s own product offer is complemented by specialised products provided by its connected entities which are Group members, such as: Santander
Towarzystwo Funduszy Inwestycyjnych S.A., Santander Leasing, Santander Factoring and Santander Consumer Bank (until 23 December 2025). In cooperation
with all these companies, in 2025 the Bank provided its customers with access to mutual funds, asset portfolios, leasing and factoring products, and consumer
loans:
Santander Bank Polska S.A.
A universal bank which provides a full range of services for individual customers, small and medium-sized
enterprises, large companies, corporations, and public sector institutions.
Santander Towarzystwo
Funduszy Inwestycyjnych S.A.
The company manages assets of investment funds. It also has extensive experience in creating and managing
Employee Pension Plans (EPPs) and Individual Pension Accounts (IPAs).
Santander Leasing S.A.
It offers financing for a wide range of fixed assets to customers from the small and medium-sized business sector
as well as corporate customers. Santander Leasing’s main products include operating and finance leases, loans for
purchasing fixed assets and land, as well as vehicle rentals.
Santander Factoring Sp. z o.o.
It provides sales financing (receivables factoring) for domestic and international buyers and purchase financing
(payables factoring) for suppliers operating in Poland and abroad. The company serves small and medium-sized
enterprises, corporations, and international firms with a global reach.
Santander Consumer Bank S.A.
It focused on lending to households, mainly in the consumer finance and car finance sectors. It also provided
financing to businesses, mainly car dealers and importers. Santander Consumer Bank offered consumer loans, car
finance (car loans, leasing and factoring products), credit facilities for car dealers, retail and business deposits, and
insurance products.
For more information about the customer profile of the Group, the main product lines and the service model, see Chapter VIII “Business development in 2025”.
As the Group, we operate in compliance with local and international regulations and therefore do not offer products or services prohibited in respective
jurisdictions.
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Value Creation in the Group
Technology
Security
High level of ambition
for eNPS
Motivated and fairly compensated
Actively create solutions
Digitalization
Innovation
Open platforms
System protection
Stability
Trust
Building a base of loyal, digitally
active customers
Loyal and satisfied
Establishing a long-term relationship with
the Bank
Sustainable business model and responsibility
Making ethical decisions
Satisfied investors
Participating in the Bank’s success
Green financing, financial empowerment
Payout of a significant portion of profit as dividends
The foundations of the value built by the Group are as follows:
→ stable funding sources;
→ a strong capital and liquidity base;
→ a diversified asset portfolio;
→ a clear, cohesive, and consistently implemented strategic vision, focused on customer and operational efficiency;
→ streamlined processes, digital technologies, and the adoption of agile principles;
→ an effective and straightforward business model;
→ a diversified scope of operations and the status of a member of a global capital group , which allows us to leverage international experience.
All our actions are guided by the needs and expectations of our customers. We design products, processes, and communication channels using service design
principles to ensure that our customers will be satisfied with the cooperation and willing to continue it. Our employees are a key driver of the process of
creating value for our customers. As the Group, we place emphasis on building friendly work environment and corporate culture that promotes collaboration,
equality, diversity, and inclusion, while enhancing employee motivation, engagement, and professional development.
Our team
As at 31 December 2025, the Group employed 10,729 people in Poland (vs. 11,959 as at 31 December 2024), many of whom were specialists in customer
service, financial analysis, and risk management. Detailed information about the employment structure is presented in section S1 "Our Employees" further in
the Statement.
For more information about the profile of our operations, see Chapter II "Basic information about the Bank and Santander Bank Polska Group".
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Group Strategy for 2024–2026
We help customers and employees prosper,
so as to become the most profitable bank in Poland.
Our
mission
We help customers and employees prosper
Our
vision
The best open financial services PLATFORM acting RESPONSIBLY
and earning the lasting LOYALTY of employees, customers, shareholders and communities
Our
values
Simple ǀ Personal ǀ Fair
Behaviours
Think customer
Embrace change
Act now
Move together
Speak up
Strategic
directions
TOTAL
Experience
TOTAL
Digitalization
TOTAL
Responsibility
Throughout 2025, we carried on with the Bank’s three-year “We help you achieve more” strategy adopted by the Management Board for 2024-2026. With
the mission statement defined as “We help customers and employees prosper” and three strategic directions: Total Experience, Total Digitalisation and Total
Responsibility. This strategy applies to the entire Group, except for Santander Consumer Bank which held its own banking license and developed its own
operational strategy. The strategy will be implemented throughout the year 2026, in accordance with the adopted time horizon.
Key assumptions of the "We help you achieve more" strategy:
→ Our strategy is people-oriented: we focus on customers and employees. As the Group, we are committed to evoking positive emotions by offering
exceptional experiences that exceed the expectations of our stakeholders. We want to do that in the world that surrounds our customers – an increasingly
digital, but still in need of human interaction. We understand that customer satisfaction and employee engagement are keys to our success. This is what
our first strategic direction – Total Experience – is about.
→ We also know that positive emotions and experience largely depend on the interactions in the digital world. That is why, with growing determination,
we follow the path of digital innovation, providing new opportunities to customers through remote channels and ensuring efficient processes for
employees. This is what our second strategic direction – Total Digitalisation – is about.
→ Challenges we face as a bank and as a society demand a huge responsibility. We consciously make ethical decisions, keeping in mind our impact on the
community and the environment. With a sustainable business model, we create value for customers, employees, shareholders and local communities,
ensuring a better tomorrow for us, our children and our planet. This is what our third strategic direction – Total Responsibility – is about.
For more details about our strategy, see Chapter IV of the Management Report "Development Strategy".
Integration of sustainability goals into the strategy
All three strategic directions included in the Group’s “We help you achieve more" strategy for 2024-2026 complement each other. Sustainability has been
embedded in each of them, particularly in the strategic direction Total Responsibility, which defines a series of ambitions across the ESG areas:
→ Environmental: We believe in the model of long-term sustainable development, which we prove through our actions. We aim to be a role model for
sustainability and transformation, supporting its customers in navigating the green transition and in the long-term transformation of their business
profile as a fundamental strategy for building a competitive product-and-service portfolio.
→ Social: We support the society by promoting equal opportunities and education, preventing financial and digital exclusion, and implementing social
investments. We promote inclusivity and diversity among employees and ensure a high level of cybersecurity.
→ Governance: we fulfil our obligations towards all stakeholders. Our regulatory compliance ensures security and stability, whereby we can strengthen
customer trust. We also engage in dialogue with regulators and industry organizations on new legislative directions aimed to foster Poland’s long-term
growth and develop the risk management culture as the key element of our corporate DNA.
As part of this strategy, we constantly adjust our business model to the current environment as we develop a varied range of products and services for key
customer segments. Our offers for each segment link our business objectives with sustainable development goals (in particular: green finance, inclusive
banking and responsible management of the ESG risk), which supports the Bank’s mission to help our customers and employees prosper and to build the most
profitable bank in Poland that acts in line with a long-term sustainability strategy.
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The Bank classifies each product, transaction and service in terms of its sustainability, based on the standardised Sustainable Finance and Investment
Classification System (SFICS) and the Guidelines for Greenwashing Risk Management and Control. It is also embedded in the Bank’s responsible banking
model.
All customer segments are served in line with pre-determined sustainable development management framework, which includes the above-mentioned SFICS
and guidelines, as well as Responsible Banking and Sustainability Policy, Environmental and Social Risk Management Policy and sectoral policies. This way, all
initiatives addressed to specific customer segments are consistent with the strategic objectives of the Bank and Santander Group and their outcome can be
measured and reported in a holistic manner.
Retail Banking Segment – retail customers
In the retail customer segment, we focus on combining user-friendly digital solutions with products that meet our customers' long-term financial needs. We
offer loans with a green component (for details, see section E1-3), payment cards and personal accounts that are fully available via remote channels as well
as digital solutions designed to streamline the management of household budgets. These activities are aligned with the strategic Total Experience direction
as we optimise both the customer experience (CX) and employee experience (EX) by designing user-friendly products and processes.
→ As part of the Barrier-Free Banking programme, we adapt our branches, ATMs and remote channels to make our services easily accessible to persons
with disabilities, senior citizens and customers with special needs.
→ Our offer addressed to SME customers includes leasing facilities earmarked for photovoltaic installations, low-carbon vehicles, heat sources and
agricultural machinery.
→ We also develop a range of investment products with a sustainable component, which enable retail customers to invest their savings in instruments that
support climate and social goals.
→ As part of the Total Digitalisation direction, we develop a “mobile-first” model, hyper-personalised communication and a multi-channel model of contact
between the customers and the Bank, striving to provide our retail customers with bespoke and easy-to-use solutions.
Business and Corporate Banking Segment
We support our corporate customers and SMEs in managing their daily business and financial investments that contribute to energy transition and optimisation
of production processes.
→ Our product offer includes both sustainability-linked loans as well as investment loans to finance the modernisation of buildings and production
processes.
→ Increasingly often, the financing is provided within a modern digital business model in scope of the Total Digitalisation direction – also through shared
process platforms (e.g. Smart Loans) and CRM tools used by SME advisors.
→ To complement our offer, we assist our customers in accessing dedicated EU support programmes and instruments, so that we help them navigate the
green transition as part of our Total Responsibility direction (to be a role model in sustainable development and to build a network of trusted business
partners).
Corporate and Investment Banking Segment
In the segment of the largest corporate customers and public sector institutions, the Bank acts as a partner in the delivery of large green-transition projects.
→ Our offer includes sustainability-linked syndicated loans, specific-purpose lending and debt advisory services with respect to investments in renewable
energy sources and low-carbon infrastructure. We also organise sustainability-linked bond issues as well as advise on the structuring of sustainable
financing.
→ We can offer corporate customers a wide array of financial instruments to finance energy transition and climate-related projects.
These initiatives fit both within the Total Responsibility direction (as they support the reduction of economy’s environmental footprint, help prevent
greenwashing and foster cooperation with development banks and institutions that finance green investment projects) as well as Total Digitalization (as they
use advanced analytical tools, data and new CRM platforms to manage relationships with corporate customers).
As the Group, we focus on the eight UN Sustainable Development Goals. These goals also reflect our impact on our key stakeholder groups:
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Revenues of the Group
In 2025, the total income of the Group amounted to PLN 21,071,946 thousand (vs. PLN 23,440,451 thousand in 2024). Our consolidated income come mainly
from banking operations and transactions in capital markets (mainly through Santander TFI). This year (just like in the Statement for 2024), we are not
publishing a quantitative analysis of revenues by industry sectors in which we operate – due to the lack of published sectoral ESRS.
For more information about our financial performance, see Chapter I of the Financial Statement: "Overview of activities of Santander Bank Polska S.A. and its
Group in 2025".
The Group's activities in the fossil fuels sector and controversial industries
The Group's activities in these sectors are governed by internal policies, such as the Environmental and Social Risk Management Policy, the Sensitive Activities
Policy, and the Defence Sector Policy. According to these policies:
→ Fossil fuels: we have committed to eliminate all exposures financing thermal coal mining by 2030, regardless of location (except for cases described in
section E1-1). As the Group, we currently do not hold such exposures and have introduced a zero limit in the Risk Appetite Statement. In 2025, we
amended the Environmental and Social Risk Management Policy to stipulate that the restriction on financing in this area after 2030 does not apply to all
entities of a capital group involved in coal mining, but only to specific companies engaged in thermal coal mining, and to general financing at the group
level.
→ Weapons: our cooperation with customers from the defence sector is governed by a dedicated policy that clearly sets out the rules for financing such
entities. We take into account the type of dual-use technology or weapons (for example, we do not finance the production or distribution of chemical and
biological weapons), the country of destination, ethical aspects and human rights. We actively support the Polish defence industry, also as the provider
of financing for strategic initiatives aimed at increasing Poland's security and stability.
→ Tobacco cultivation and production: we enforce a strict prohibition on financing and investment activities in the tobacco sector if their production, trade,
or distribution violates the applicable standards and regulations such as the World Health Organisation Framework Convention on Tobacco Control or
legal standards regarding packaging and health warnings. The prohibition also applies to next-generation products such as nicotine inhalers, nicotine
pouches and e-cigarettes. Products containing cannabinoids are subject to additional regulations under the criteria for the cannabis industry.
Value chain
The value chain of the Group encompasses three key areas: upstream activities, internal operations, and downstream activities. These areas reflect our position
in relationships with suppliers, customers, and stakeholders at every stage of our operations. When defining the value chain, we considered the requirements
of ESRS and the EFRAG Implementation Guidance on the Value Chain.
Upstream
Own operations
Downstream
• Financial institutions and supervisory
bodies
• Regulators
• Suppliers of products and services
• Group’s assets
• Departments and functions in the
headquarters
• Retail (Retail Banking customers)
• Consumer (consumers)
• CIB (Corporate and Investment Banking customers)
• BCB (Business and Corporate Banking customers)
• Associates
• Points of sale (including partner outlets)
• Payments and withdrawals from ATMs
Upstream
At the upstream level of the value chain, we collaborate with a wide range of suppliers, partners, and regulatory institutions. The key contributors include
providers of technology, services, and infrastructure that support banking operations. As regards our business partners, we verify their adherence to ESG
standards to ensure that our supply chain supports our sustainability goals.
Own operations
Our own operations encompass the Group's activities related to managing financial products and services. Our resources are focused on delivering innovative
solutions, supporting the customers in achieving their financial goals, and implementing principles of responsible business. This part of the value chain includes
strategic actions related to risk management, operational efficiency, and the implementation of solutions that comply with regulatory requirements and ESG
principles.
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Downstream
At the downstream level of the value chain, we work directly with customers, offering a broad range of financial services. Our key customer groups include
individual customers, small and medium-sized enterprises, corporations, and public institutions. Downstream activities also involve developing long-term
relationships with business partners and financing projects that promote sustainability, such as the green transition, investments in renewable energy, and
support for local communities.
Interests and views of stakeholders (SBM-2)
Stakeholders of the Group and the Bank
The Group maintains a dialogue and engagement with our stakeholders to understand their interests and views, set priorities, and identify opportunities and
areas for improvement. We identify specific stakeholder groups and update their profiles
1
. We not only listen to stakeholders but also strive to ensure that
the voice of the Group is heard. Therefore, we use various communication channels in our interactions.
Stakeholder groups
Channels of contact and dialogue
Personal customers
Bank and franchise outlets, remote channels, website and other online channels (the Bank’s blog,
Facebook, LinkedIn, Tik Tok, Instagram), periodic customer satisfaction surveys, focus groups,
meetings, conferences and training events, direct contact with an online advisor, video chat,
online contact form, analysis of issues raised via the complaint-handling system and
whistleblowing channels
Business customers
direct contact with bankers and customer advisors, business & corporate banking centres,
participation in online conferences and trade missions, periodic customer satisfaction surveys,
online advisor, analysis of issues raised via the complaint-handling system and whistleblowing
channels, invitations to dialogue sessions
Employees
regular employee satisfaction surveys, ongoing communication via the intranet, bulletins,
newsletters, mailings, regular meetings with top management, team-building events, workshops
and training sessions, analysis of whistleblowing reports, cooperation with HR business partners,
KOLAB tool for co-creation of solutions jointly with the employees
Shareholders and investors
quarterly reports (presented at meetings and conferences, or in the form of stock exchange
reports and press releases), General Meeting, invitations to dialogue sessions/in-depth interviews
Regulatory bodies
reports, exchange of formal correspondence, ongoing cooperation during supervisory inspections,
invitation to dialogue sessions
Media and the public sentiment
conferences and press briefings, interviews, expert opinions, face-to-face meetings, press
releases, social media channels
Social partners
face-to-face meetings and direct cooperation, invitations to dialogue sessions with stakeholders,
Santander Bank Polska Foundation’s cooperation with other organisations and local communities,
participation in conferences and local events, employee volunteering
Santander Group
reports, ongoing correspondence, meetings and sharing of experiences
Natural environment
ESG reports, reports for relevant institutions, cooperation with environmental organisations
Suppliers and business partners
cooperation on a daily basis, direct contact, Group experts’ participation in conferences and
industry events, invitations to dialogue sessions
Banking organisations and
associations
face-to-face meetings and cooperation, Group experts’ participation in conferences and
industry events, invitations to dialogue sessions, exchange of information and experience
within working groups
1
The stakeholder identification process is based on a qualitative analysis, carried out for the sustainability disclosure purposes, among others, and on dialogue sessions
held in accordance with AA10000SES since 2014.
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For a more detailed description of dialogue with stakeholders, (especially: employees, customers, communities and business partners), please see further
chapters of this document (S1-2, S4-2, S3-2, G1-1). We describe the dialogue conducted as part of the double materiality analysis in the section devoted to
IRO-1.
The Management Board and the Supervisory Board are informed about the views and expectations of stakeholders in the context of sustainability primarily
through the presentation of such information at the meetings of the relevant committees.
Material impacts, risks and opportunities and their interaction with strategy and business model
(SBM-3)
The strategy of the Group is the foundation for the preparation of business and financial plans by individual units, whose implementation leads to the
achievement of strategic objectives. The Management Board of the Bank is responsible for the overall strategic planning processes, while the Finance
Management Division is the owner of the Strategic Planning Policy. Integral stages of strategic planning include:
→ quarterly and annual reviews of the progress in implementing the current strategy;
→ preparation of strategic analyses and insights (market, business model, financial and business plans, as well as resource and competency analyses);
→ development and approval of the strategy; implementation of the strategy; and monitoring the degree of its delivery.
Although the Group's strategy for 2024-2026 was developed prior to the double materiality assessment (conducted in 2024 and updated in 2025), the material
impacts, risks, and opportunities identified in the medium-term horizon are closely linked to the strategy And serve as the foundation for its further
development and the adaptation of activities to the evolving socio-economic and regulatory environment. The double materiality assessment provided
valuable insights that enable a better understanding of the impacts of the Group's activities on the environment and society, as well as an assessment of how
these factors translate into development opportunities and potential financial risks. As the Group, we have been developing a process for managing the
identified impacts, risks and opportunities by the units responsible for specific aspects. In 2025, we inventoried the IRO management process – among other
things:
→ we confirmed and assigned the responsibility for managing specific IROs to individual unit/ units;
→ we checked whether or not individual processes are governed by appropriate regulations (e.g. policies) and whether such documents are kept up-to-
date;
→ we mapped the control processes;
→ we checked with units responsible for individual IROs whether or not targets or operational metrics have been set in a given area.
Based on the information gathered, we are implementing a comprehensive monitoring process regarding the Bank’s management of relevant topics
(verification in terms of the management method and the ensuing results).
The table below presents the key material impacts, risks, and opportunities and how they are linked to our strategy. The resources allocated to manage
material impacts, risks and opportunities are described in dedicated sections of the Statement.
Subtopic
Type of IRO
Area of the Group's strategy
Component of the value chain
ESRS – Climate Change (E1)
Climate change
mitigation
Impact
E1.I1;
E1,12;
E1-13; E1.O1;
E1.O2;
Total Responsibility
Incorporation of environmental risks into the
business model and transformation of the
investment portfolio towards low-emission assets.
Development of products that support the green
transition of customers and society.
Downstream
Opportunity
E1.O1; E1.O2;
E1.O3; E1.O4;
E1.O5; E1.O6
Total Responsibility
Development of green-transition advisory services
for customers.
Downstream
Risk
E1.R1; E1.R2;
E1.R3
Total Responsibility
Proactive management of regulatory initiatives and
transparent communication of ESG activities.
Own operations
Impact
E1.I4
Total Responsibility
Supporting the energy transition by promoting the
use of renewable energy sources and low-emission
technologies, both in own operations and in the
product/service offer addressed to customers.
Own operations
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ESRS – Own workforce (S1)
Working conditions
Impact
S1.I1; S1.I2;
S1.I3; S1.I4
Total Experience
Building an exceptional corporate culture that
supports work-life balance.
Own operations
Equal treatment and
opportunities for all
Impact
S1.I5;
S1.I6
Own operations
Other work-related
rights
Impact
Own operations
ESRS – Affected communities (S3)
Communities’
economic, social and
cultural rights
Impact
S3.I1; S3.I2;
S3.I3; S3.I4
Total Responsibility
Alignment of financial processes with ESG
requirements and monitoring of the impact on
society.
Downstream
ESRS – Consumers and end-users (S4)
Information-related
impacts for
consumers and/or
end-users
Impact
S4.I1; S4.I2;
S4.I3; S4.I4;
S4.I5;
Total Responsibility
High cybersecurity standards and educational
programs on finance and cybersecurity.
Own operations
S4.I6
Total Experience
We design and test products and services with
customers based on a catalogue of Total Experience
principles.
Downstream
Risk
S4.R1; S4.R2;
S4.R3; S4.I4;
S4.I5
Total Responsibility
High level of digital security for customers and
employees.
Own operations
Social inclusion of
consumers or end-
users
Impact
S4.I7; S4.I8;
S4.I9; S4.I11
Total Responsibility
The Bank develops user-friendly digital products
and financial services that are easily accessible and
tailored to the needs of vulnerable customers. Such
initiatives may include a review of our current
product catalogue to ensure that they comply with
the principles of inclusivity and accessibility, as well
as introduction of appropriate product labels so that
customers can easily identify them in the catalogue.
Own operations
Impact
S4.I10;
Downstream
ESRS – Business conduct (G1)
Corporate culture
Impact
G1.I1; G1.I2;
Total Responsibility
Building trust through responsible ESG
management and combating greenwashing.
Own operations
Risk
G1.R1
Total Responsibility
Strengthening of the risk culture and the
effectiveness of the control system in the ESG
context.
Own operations
Protection of
whistleblowers
Impact
G1.I3; G1.I4
Total Responsibility
A comprehensive whistleblower protection system
ensuring the confidentiality of reports and uniform
reporting procedures, in line with regulatory
requirements.
Own operations
Management of
relationships with
suppliers, including
payment practices
Risk
G1.R2
Total Digitalisation
Capabilities in digital and process management,
including robotisation, are key to successful
transformation.
Total Responsibility
Our regulatory compliance and strong risk culture
ensure security and stability, whereby we can
strengthen customer trust.
Own operations
Corruption and
bribery
Impact
G1.I5
Total Responsibility
We build customer, employee, investor and
regulator trust projecting our image as a safe and
reliable bank.
Own operations
The strategy of Santander Bank Polska Group recognises the identified business opportunities and combines three approaches: Total Experience, Total
Digitalisation and Total Responsibility. These directions indicate areas where the Group seeks opportunities to create value for customers, shareholders and
other stakeholders, in particular: digitalisation, sustainable development and improvement of customer- and employee experience.
As part of the adopted strategy, emerging opportunities are identified locally, within the well-defined scope of responsibility assigned to respective divisions
and business segments. Identification of customer needs, monitoring of market trends and analysis of the implementation potential for new products, services
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and solutions are primarily the responsibility of business divisions. Each of these areas analyses the market, customer behaviours and preferences, as well as
the competitive environment and regulatory changes on a regular basis; and translates the identified opportunities into specific products, processes and sales
initiatives.
In the delivery of these tasks, they receive support from central units, in particular the Strategy and Transformation Area, Risk, Finance, IT&Operations, as well
as teams responsible for data, analytics and development of digital channels. These organisational units provide comprehensive macroeconomic and sectoral
analyses, market studies, customer feedback, as well as profitability and risk analyses that help us assess the feasibility and attractiveness of new initiatives.
Such materials are used to develop new products, services and customer relationship models, including solutions aimed to support green transition and
sustainable development.
Opportunities are identified and evaluated as part of the Bank’s management processes. Key initiatives are discussed at the meetings of dedicated committees
and forums of representatives from various business and support areas as well as management bodies. This ensures that new solutions are consistent with
the Group’s strategy, risk appetite and regulatory requirements, as well as recognise the customer’s perspective, financial aspects and ESG impacts. Approved
initiatives are delivered by dedicated organisational units that manage the implementation process and monitor the results against pre-agreed indicators.
That is why identification of the emerging opportunities is a continuous (rather than once-off) process embedded into the corporate culture.
As the Group, we currently do not identify any financial effects of material risks or opportunities on our balance sheet, financial result, or cash flows that are
not already reflected in our financial statements and could result in a significant adjustment to the previously reported figures in the following year.
In order to take full advantage of sustainability opportunities and efficiently manage potential risks, as a Group we take actions, both strategic and operational,
which are described in dedicated environmental, social and governance disclosure sections. These actions lead to capital and operating expenditures, which
are now embedded in the Group's overall operating mechanism. We measure the progress of our sustainability strategy and actions through strategic
objectives and operational metrics – these are reviewed periodically by the Management Board, but are not validated by an external entity other than the
assurance provider. Strategic targets are set and reviewed taking into account the expectations of stakeholders such as the majority shareholder and
regulators.
Assessment of the resilience of the Group's strategy and business model in relation to material impacts and risks
and in relation to its ability to take advantage of significant opportunities
As indicated in the SBM-1 disclosure, the Group's business model is based on:
→ a wide range of complementary products and services for specific customer segments;
→ a network of branches and franchise outlets throughout Poland;
→ banking technologies and remote distribution channels under development.
The Group's business model consists in offering financial services to a diverse range of institutional and individual customers located mainly in Poland. The
Group's services can be and are continuously adapted to the evolving market environment, taking into account customer preferences and regulatory and
technological changes. The Group's business model involves flexible development and implementation of customised services and avoids dependency on
fossil fuels or on locations with significant exposure to physical climate risks The Group's business model involves flexible development and implementation
of customised services and avoids dependency on fossil fuels or on locations with significant exposure to physical climate risks – Consequently, it is reasonable
to conclude that the Group's business model is resilient to material climate change impacts and risks (see the next section for detailed analysis of the resilience
of the strategy and business model to climate risks). In addition, given its operations in the European Union and the extensive regulation and supervision which
govern the banking sector, it is reasonable to conclude that the Group's business model is resilient to material impacts and risks related to employee resources,
consumer and end-user relationships and corporate governance.
The Group's periodically updated strategy, in which strategic directions are set and revised by qualified and experienced management, reflects the Group's
willingness to recognise and pursue significant sustainability opportunities. At the same time, through its strategy and existing internal regulations (described
in the next section), the Group limits or excludes the financing for fossil fuel sectors and industries or locations with elevated physical climate-related risks.
The directions of the Group's Strategy for 2024-2026, described in the SBM-1 disclosure, illustrate that the strategy seeks to set objectives for the
implementation of activities that reflect positive material impacts, as well as identifies and supports the realisation of material sustainability opportunities.
Consequently, in the Group's assessment, it is reasonable to conclude that the strategy is resilient to significant sustainability impacts and risks and enables
the realisation of significant sustainability opportunities.
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Qualitative and quantitative analysis of the resilience of the strategy and business model to climate risks to
support a combined assessment of the resilience of the Group's strategy and business model.
The resilience of our strategy was verified through the analyses of: i) the Bank portfolio’s sensitivity to climate risks and ii) the credit- and business strategy’s
adequacy for the most affected portfolios (especially with respect to portfolios earmarked for the first version of the Transition Plan). Please see below for
more details about the analysis. We excluded the other elements of the value chain from the analysis because climate risks were not determined as material
for them as a result of the double materiality test. Risks identified in other areas are analysed as part of the ongoing monitoring of strategy implementation.
The Bank has implemented a methodology to determine the level of climate-related risks (physical risk, transition risk and nature risk) for respective business
sectors and real estate. The said methodology introduces a taxonomy of climate sectors. It enables us to carry out a collective analysis of the materiality of
climate risks for the loan portfolio. These reports are already presented to risk committees at the level of the Management Board and Supervisory Board, such
information being used to determine credit risk for customers and transactions, set risk limits and select portfolios to be analysed as part of Transition Plan.
The Group (excluding Santander Consumer Bank companies due to the specificity of their operations) follows the Environmental and Social Risk Management
Policy approved by the Bank's Management Board. It defines the criteria (conditions) for the Bank's cooperation with customers from selected sensitive sectors.
The document divides business activities conducted in the above sectors into two categories: prohibited activities and activities subject to additional analysis.
As credit processes were aligned with the policy, certain exposures with high and unmanaged transition risks are not acceptable. The policy has a direct impact
on the gradual transformation of the power generation, hard coal mining and oil and gas sectors even in the absence of formally declared decarbonization
targets. Consequently, the Bank’s strategy in relation to these sectors focuses on the financing of RES and transition projects, which is described in more detail
in the section about Transition Plan.
Limits of concentration have been defined:
→ for sectors that contribute most to climate change while being most exposed to transition risk
→ for business and mortgage-backed exposures in locations assessed as highly exposed to physical risks.
On top of that, additional risk appetite limits have been set (in line with the policy) to reflect the special importance of two sectors: thermal coal mining and
generation of power from conventional sources.
Issues related to the aforementioned asset groups exposed to climate risk are incorporated into the Bank's strategic objectives aimed at increasing the volume
of environmentally sustainable exposures. This approach helps us mitigate the risk associated with the concentration of exposures vulnerable to climate risks
(see disclosures on objectives in subchapter E1-4). Strategic goals for sustainable finance are a natural decarbonisation lever for all sectors, as the vast majority
of green financing helps the customers reduce the emission rates for their business operations either directly (e.g. through the switch to renewable energy
sources, improved energy efficiency, automation of processes) or indirectly (e.g. as part of the circular economy).
Depending on the level of assessment of climate risks for each sector, elements affecting the estimation of credit risk levels are added to the credit process.
For selected customers in the business segments, an individual ESCC (Environmental, Social & Climate Change) risk analysis is performed With respect to the
customers or transactions in the sectors indicated by the Bank's policies. Findings from the ESCC risk analysis and follow-up recommendations are included in
the customer's credit application. And, if they have impact on the assessment of credit risk parameters, they are recognised in the customer's rating. As part
of the Transition Plan, the Bank analysed the adequacy of ESG risk calculation processes on the levels of the customer and transaction. The Bank has evaluated
the existing assessment processes as adequate to the scale of the ESG risk incurred. At the same time, we have been working to extend and integrate these
processes as well as to make the analyses broader and more detailed, based on the available information. This way, customers who manage ESG risks
efficiently are given preference in the long-term perspective and in the context of a relationship involving material exposure.
Mortgage collateral valuations must recognise both transition risks (related to the energy efficiency of buildings) and physical risks (associated with the
location of buildings). In 2025, tighter regulations were introduced with respect to the minimum scope of insurance cover and the financing of properties
located in areas exposed to a high risk of flooding. This made the mortgage loan portfolio more resilient to climate risks.
In 2025, the Bank extended the scope of its loan portfolio sensitivity analysis to cover climate risks, taking into account the nature risk and the full scope of
sectors indicated by the EBA. In order to capture the nature of climate risk, the analysis was performed over three long-term time horizons – i.e. for the years
2030, 2040 and 2050. For the purpose of this analysis, the Bank decided to use climate scenarios defined by the Network for Greening the Financial System
(NGFS). We considered the following three scenarios
2
:
2
Defined by the NGFS as part of Phase III in September 2022.
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→ Below 2°C Scenario assumes that, through the gradual tightening of climate policies, the rise in average temperature will be limited to below 2°C. This
scenario falls under the category of Orderly Transition scenarios.
→ Delayed Transition Scenario assumes no reduction in emission levels until 2030 and a limited scope of negative emissions. Restricting the temperature
increase to below 2°C in this scenario will require very firm climate policy actions. This scenario belongs to the category of Disorderly Transition scenarios.
→ Current Policies Scenario assumes that currently implemented actions will be continued but aspirational targets are not met. The implementation of
this scenario, which belongs to the category of Hot House World scenarios, will involve a high level of physical risks.
In addition, for physical risks, an analysis was carried out with the use of external data about the level of physical risks for more than 15 climate phenomena
(acute and chronic) at the municipality level using RCP (representative concentration pathways) scenarios. These are four scenarios for changes in carbon
dioxide concentrations that were accepted by the Intergovernmental Panel on Climate Change in the Global Climate Model Comparison Project. Due to the
nature of chronic physical risks, the analysis uses scenarios for the years 2030, 2050 and 2100.
The sensitivity analysis performed is an analysis that identifies concentrations of credit exposures in sectors or locations for which publicly available and
recognised climate scenarios assume increased climate change risks. Consequently, the analysis is subject to uncertainty which arises mainly from:
→ long-term nature of climate risk
→ the nature of scenario analyses;
→ the qualitative approach to the development of a heatmap which illustrates the portfolio’s potential sensitivity to these risks over the assumed time
horizons.
217
The impact of climate change on the Bank's operations has been defined at a high level, but we plan to expand this analysis with a deeper quantification of the impact of risks. The Consumer Car Loans and Leasing and Water
Supply sectors are locally immaterial to the Bank's portfolio.
Quality
assessment
Transition risks (RT)
Physical risks (RF)
Current sector share in the segment
Sectors sensitive to climate risks
RT
RF
Ś
Orderly
Disorderly
Hot House
World
Orderly
Disorderly
Hot House
World
BCB
CIB
SME
IND
Total
2030
2040
2050
2030
2040
2050
2030
2040
2050
2030
2040
2050
2030
2040
2050
2030
2040
2050
Fossil Fuel
0.41%
4.88%
0.01%
0.00%
1.05%
Mining and Metallurgy
7.93%
7.84%
3.85%
0.00%
4.46%
Energy Sector – Conventional Energy Generation
0.50%
10.51%
0.16%
0.00%
2.14%
Renewable Energy Generation (RES)
0.13%
4.16%
0.21%
0.00%
0.84%
Transport
6.80%
2.58%
9.36%
0.00%
3.58%
Consumer car loans and leasing***
Agriculture
1.26%
0.06%
19.80%
0.00%
2.16%
Industrial Processing
22.18%
8.23%
7.54%
0.00%
9.63%
Water Supply
1.63%
0.10%
0.52%
0.00%
0.61%
Construction
8.80%
6.04%
10.94%
0.00%
5.03%
Real Estate and Mortgage Sector
11.18%
3.00%
1.79%
70.06%
31.73%
Accommodation and Food Services
6.18%
0.83%
7.66%
0.00%
2.90%
Retail sector unsecured
0.00%
0.00%
0.00%
29.94%
11.83%
Non-climate and non-environment sectors
33.02%
51.76%
38.17%
0.00%
24.05%
Total
100%
100%
100%
100%
100%
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Quantitative assessment
Physical risks (RF)
Current sector share in the segment
Sectors sensitive to climate and environmental risks
RCP 4.5
RCP 8.5
BCB
CIB
SME
IND
Total
2030
2040
2050
2030
2040
2050
Fossil Fuel
0.41%
4.88%
0.01%
0.00%
1.05%
Mining and Metallurgy
7.93%
7.84%
3.85%
0.00%
4.46%
Energy Sector – Conventional Energy Generation
0.50%
10.51%
0.16%
0.00%
2.14%
Renewable Energy Generation (RES)
0.13%
4.16%
0.21%
0.00%
0.84%
Transport
6.80%
2.58%
9.36%
0.00%
3.58%
Consumer car loans and leasing***
Agriculture
1.26%
0.06%
19.80%
0.00%
2.16%
Industrial Processing
22.18%
8.23%
7.54%
0.00%
9.63%
Water Supply
1.63%
0.10%
0.52%
0.00%
0.61%
Construction
8.80%
6.04%
10.94%
0.00%
5.03%
Real Estate and Mortgage Sector
11.18%
3.00%
1.79%
70.06%
31.73%
Accommodation and Food Services
6.18%
0.83%
7.66%
0.00%
2.90%
Retail sector unsecured
0.00%
0.00%
0.00%
29.94%
11.83%
Non-climate and non-environment sectors
33.02%
51.76%
38.17%
0.00%
24.05%
Total
100%
100%
100%
100%
100%
BCB – Business & Corporate Banking
CIB – Corporate & Investment Banking
SME – Small and Medium-sized Enterprises
IND – individual clients
RT – Transition Risk
RF – Physical Risk
Ś – Nature risk
The analysis of physical risks for the property portfolio has indicated that medium-(2030) and long-term (2050) threats involve mainly river floods and
flash floods. Consequently, this aspect is already reflected in the Bank’s policies. In the very long-term perspective (2100), the noticeable risk involves
the rising sea levels. As regards the impact on customers’ business activity, the material impact of physical risks only becomes visible only in the long-
term perspective (2050). The current assessment of physical risk is based on estimates that can be narrowed down to the municipality level, as well as
on still-incomplete information about the actual location of the customers’ place of business. However, these risks are material in specific locations only
and the Bank strives to improve the quality of data about those locations where the customers really operate and to analyse climate scenarios in a more
granular geographical breakdown.
The analysis of the materiality of transition risks takes into account current and future risks. Climate scenarios are analysed in the medium- and long-
term perspective (up to 2100).
→ The sectors most exposed to the transition risk are: mining and metals, oil and gas, and conventional power generation.
→ Nature risks represent a significant share of risks emerging in the agricultural sector.
Risk:
Very low (1)
Low (2)
Average (3)
High (4)
Very high (5)
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→ Commercial and residential properties are crucial in the context of energy efficiency.
Considering the material risks and exposures as well as the clearly-defined decarbonisation guidelines for these sectors:
→ Power generation (Corporate and Investment segment) – total balance sheet exposure: PLN 2.6bn;
→ Commercial real estate – total balance sheet exposure: PLN 8.4bn;
→ Residential real estate (mortgages) – balance sheet exposure over PLN 58bn;
were selected for the first iteration of Transition Plans described in chapter E1-1.
Climate stress tests conducted in 2025
In 2025, the Bank carried out a full analysis of balance sheet exposures in a stress scenario that involved both transition and physical risk. Findings from
the analysis were included in the internal capital adequacy assessment process. The stress tests did not reveal significant dependency of the portfolio
parameters in the analysed horizon. Capital surpluses (vs. minimum regulatory thresholds) are lower in the capital scenario compared to the baseline
scenarios, but the financial and capital position of the Bank and the Group remains strong and stable.
Applied methodology:
The stress tests were based on climate scenarios provided by the Network for Greening the Financial System (NGFS). In the transition scenario, the main
macroeconomic policy factor is the carbon price designed to alter relative prices and accelerate the transition. The scale of the carbon price increase in
the scenario reflects, in a simplified manner, the strength of climate policies modelled in each scenario.
In the Internal Capital Adequacy Assessment Process (ICAAP) exercise, we focused on the scenario of short-term disorderly transition risks. To do this,
we use the Phase III NGFS Disorderly (Delayed) Transition scenario. In the NGFS Delayed Transition scenario, policy actions aimed at reducing carbon
emissions are delayed. For governments to remain able to meet the goals of the Paris Agreement, a sharp and unexpected increase in the carbon price is
necessary. However, while such an upsurge occurs from 2030 onwards in the long-term disorderly transition scenario, the ICAAP scenario assumes that
the related economic effects appear as early as 2024.
The scenario also takes into account the physical risk expressed as the impact of the customer’s rating downgrade on risk parameters (LGD) in the wake
of a flood (i.e. the most severe climatic phenomenon occurring in Poland) and the impact of the payment deferral (“credit holidays”) on the Bank’s net
result.
Stress tests results:
The shock simulated in this scenario has a negative impact on the global economy. The scenario is not as severe as a typical stress test scenario in terms
of the aggregate decline in GDP, but it has significant effects on some particularly vulnerable sectors. The impact on property prices is negative but
moderate, consistent with the effects on the GDP and inflation. In the medium term, the scenario generates inflationary pressure, and, overall, inflation
at the end of the scenario exceeds the baseline level. However, in the short term, the negative effect of the shock on economic activity leads to a slightly
negative impact on inflation. Accordingly, central bank interest rates are initially lower than in the baseline scenario but exceed them by the end of the
scenario. Overall, the disruptions and reallocation of resources caused by the sudden increase in the carbon price are leading to a decline in asset values.
The abrupt political response triggers volatility in financial markets, an initial loss of confidence, and a correction in financial market valuations, such as
stock prices.
The results of the stress tests are subject to uncertainty, mainly due to the long-term nature of the climate risks, the characteristics of the scenario
analyses and the features associated with each modelling exercise of certain parameters. Stress tests represent a certain model of the consequences of
occurrence arising from assumptions made in the scenario analyses.
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1.3. Corporate governance
The Role of the Management Board and the Supervisory Board (GOV-1)
Composition of the Management Board
Below is the management structure of the Bank, as the parent company of the Group. Information about the management structure of other companies
within the Group is available on their respective websites. The Bank operates under a dual-governance model, in accordance with the Commercial
Companies Code, which divides management and supervisory competencies between the Management Board (management body) and the Supervisory
Board (supervisory body). The Chair of the Supervisory Board does not sit on the Management Board. All members of the Management Board are
executive members. All members of the Supervisory Board are non-executive members.
As at 31 December 2025, the Management Board consisted of nine members, of whom 33% were women. As at 31 December 2024, the Management
Board consisted of ten members, of whom 20% were women. Members of the Management Board did not hold other significant positions that would
negatively affect their ability to allocate sufficient time to their duties, as confirmed by the suitability assessment (each member must receive a positive
assessment regarding the availability of sufficient time to perform their functions). Employees and other persons employed did not have representation
on the Bank's management or supervisory bodies.
As at 31 December 2025, the Management Board of Santander Bank Polska S.A. consisted of:
→ Michał Gajewski – President of the Management Board/ Chief Executive Officer of Santander Bank Polska S.A.
→ Andrzej Burliga – Vice President, Member of the Management Board of Santander Bank Polska S.A. in charge of the Digital Transformation Division;
→ Lech Gałkowski – Vice President of the Management Board of Santander Bank Polska S.A. in charge of the: Business and Corporate Banking Division
and the Corporate and Investment Banking Division;
→ Artur Głembocki – Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Risk Management Division;
→ Magdalena Proga-Stępień – Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Retail Banking Division and
the branch network;
→ Maciej Reluga – Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Financial Management Division, Chief
Economist;
→ Wojciech Skalski – Member of the Management Board of Santander Bank Polska S.A. in charge of the Financial Accounting and Control Division;
→ Dorota Strojkowska – Member of the Management Board of Santander Bank Polska S.A. in charge of the Business Partnership Division;
→ Magdalena Szwarc-Bakuła – Member of the Management Board of Santander Bank Polska S.A., in charge of the Legal and Compliance Division.
Composition of the Supervisory Board
As at 31 December 2025, the Supervisory Board of the Bank consisted of ten members, of whom 40% were women. All members of the Supervisory
Board are non-executive members, with five members complying with the independence criteria (50%). The composition of the Supervisory Board has
not changed vs. 31 December 2024.
→ Antonio Escámez Torres – Chair of the Supervisory Board, does not meet the independence criteria;
→ José Luis de Mora – Vice Chair of the Supervisory Board, does not meet the independence criteria;
→ Dominika Bettman – Member of the Supervisory Board, meets the independence criteria;
→ José García Cantera – Member of the Supervisory Board, does not meet the independence criteria;
→ Adam Celiński – Member of the Supervisory Board, meets the independence criteria;
→ Danuta Dąbrowska – Member of the Supervisory Board, meets the independence criteria;
→ Isabel Guerreiro – Member of the Supervisory Board, does not meet the independence criteria;
→ Kamilla Marchewka-Bartkowiak – Member of the Supervisory Board, meets the independence criteria;
→ Tomasz Sójka – Member of the Supervisory Board, meets the independence criteria;
→ Jerzy Surma – Member of the Supervisory Board, does not meet the independence criteria.
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In January 2026, due to a change of the Bank's main shareholder, changes were made to the composition of the Supervisory Board. Detailed information
is included in Chapter XII "Statement on corporate governance in 2025".
Experience and competencies of the members of the Management Board and Supervisory Board
Detailed information on the experience of the members of the Management Board and the Supervisory Board of the Bank, including their expertise
related to key sectors, products, and the geographic locations in which the Group operates, is presented in Chapter XII “Statement on corporate
governance in 2025”. This information is also available on the Bank's website.
All members of the Management Board have the knowledge, experience, and qualifications necessary to perform their functions effectively. When
assessing the individual suitability of Supervisory Board members (or candidates) and the collective suitability of the Supervisory Board as a whole (as
well as the Management Board and its members), the Bank pays particular attention to expertise and skills related to sustainability. The Bank verifies
whether the assessed persons have knowledge, skills as well as theoretical and practical experience relating to risk management (identifying, assessing,
monitoring, controlling and mitigating the main types of risk, including environmental, social and governance (ESG) risks and risk factors) and collects
relevant statements from these persons. The Bank also provides the Management and Supervisory Board members with access to training delivered by
both internal and external experts so that they can improve their competencies in that area on an ongoing basis.
In 2025, the Bank conducted two specialised training sessions on sustainability for members of the Management Board and Supervisory Board. They
covered greenwashing risk management and the Bank’s sustainable development strategy, as well as transition plans in the context of regulatory
requirements and supervisory expectations. The training topics included: the analysis of sustainability policy (including the Bank’s climate policy and its
sustainable financing-related aspects); the analysis of processes, responsibilities and rules of conduct aimed to identify, assess, manage and report
greenwashing-related issues; presentation of decarbonisation-related priorities, risks and opportunities as well as regulatory guidelines and the Bank’s
strategies for the planning of transition to a low-carbon economy.
Furthermore, in 2025, Members of the Management Board participated in conferences and events focused on sustainability and ESG. These included:
→ The evolution of corporate culture – how changing values and employee needs shape modern organizations – Impact 2025
→ Leader today and tomorrow – Leadership skills that drive engagement and team performance – Impact 2025
→ Global shifts and local impacts: strategies for a changing world – Impact 2025
→ Futureproof – managing uncertainty and business resilience – Impact 2025
→ Deregulation from the perspective of the financial sector – what can Brussels do and what can we do? – European Financial Congress
→ Future of ecosystems – the role of banks in new, digital ecosystems – European Financial Congress
→ Unauthorized transactions and investment fraud – the modern plague of the financial sector – European Financial Congress.
Through their active participation in events dedicated to sustainability and by presenting the Bank's and the Group's approach to a wide audience, the
Bank’s top managers can share their experiences with leaders and experts in the ESG area. This, in turn, builds the knowledge and awareness of such
topics among the top management and across the entire organisation.
For more information about the Bank’s governing bodies and their competencies, see Chapter XII "Statement on Corporate Governance in 2025".
Information provided to and sustainability matters addressed by the undertaking’s management and
supervisory bodies (GOV-2)
The role of the Management Board and the Supervisory Board in the area of sustainability
The role of the Bank's Management Board includes:
→ Joint management of the Bank's affairs;
→ Representing the Bank's interests;
→ Preparing business plan assumptions, approving them, and monitoring their implementation;
→ Preparing financial plan assumptions, approving them, and monitoring their implementation;
→ Defining the Bank's mission;
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→ Setting long-term plans and strategic objectives;
→ Establishing standing and ad hoc committees and appointing individuals responsible for leading their work;
→ Implementing corporate governance in the Bank and ensuring adherence to it;
→ Evaluating, at least once a year, the level of compliance with ethical principles within the Bank.
Sustainability-related matters are discussed by the Management Board and the Supervisory Board, as well as by relevant committees. The Management
Board and the Supervisory Board are actively engaged in setting goals related to material impacts, risks and opportunities – by approving the business
strategy (including in terms of ESG). The Management Board oversees and approves the implementation of strategic objectives falling within the Total
Responsibility framework as well as handles the integration of impacts, risks, opportunities and ESG criteria into the Bank’s business strategy (in the
short-, medium- or long-term perspective) and the risk management process. This responsibility involves the management of climate risks, with the
ambition to achieve net zero emissions by 2050 being reflected in the Bank’s strategy. Both governing bodies approve the key policies and internal control
model as well as participate in risk review and approval processes. The Management Board and the Supervisory Board are periodically presented with
reports on the implementation of the strategy (quarterly reports and annual report), including the ESG objectives under the Total Responsibility strategic
direction.
The allocation of powers within the Management Board provides for the following division of ESG agenda-related tasks and responsibilities:
→ ESG risk management – Vice President of the Management Board in charge of the Risk Management Division;
→ sustainable financing – the Vice President of the Management Board responsible for the Business and Corporate Banking Division and the Corporate
and Investment Banking Division;
→ responsible banking, including qualitative ESG reporting – the Head of the Communications and Brand Experience Area, operating outside the
divisional structure and reporting directly to the President of the Management Board;
→ quantitative reporting on ESG – member of the Management Board in charge of the Financial Accounting and Control Division.
Important topics are handled as part of the day-to-day operations in the organisational units, by various teams within the specific Divisions (depending
on their competencies). This way, the heads of individual Divisions coordinate the delivery of tasks within the remit of their respective Divisions.
Management Board
Responsibility for management of material issues
President of the Management Board/ Chief Executive Officer of
Santander Bank Polska S.A.
S3: Affected Communities
S4: Consumers and/or end-users – the impact of information on consumers or
end-users
G1: Business conduct
Vice President of the Management Board in charge of the Risk
Management Division
E1: Climate Change – Climate change mitigation
G1: Business Conduct – Corruption, bribery
Vice President of the Management Board of Santander Bank
Polska S.A. in charge of the Financial Management Division,
Chief Economist
E1: Climate Change – Climate change mitigation
Vice President of the Management Board of Santander Bank
Polska S.A. in charge of the Digital Transformation Division
S1: Own Workforce – Other work-related rights
S4 Consumers and/or end-users – the impact of information observed in these
groups
Vice President of the Management Board of Santander Bank
Polska S.A. in charge of the Retail Banking Division and the
branch network
E1: Climate Change – Climate change mitigation
S3: Affected Communities
S4 Consumers and end-users – Social inclusion of consumers or end-users
Vice President of the Management Board of Santander Bank
Polska S.A. in charge of the Business and Corporate Banking
Division and the Corporate and Investment Banking Division
E1: Climate Change – Climate change mitigation
S3: Affected Communities
S4: Consumers and end-users – Social inclusion of consumers or end-users
Member of the Management Board of Santander Bank Polska
S.A. in charge of the Business Partnership Division
S1: Own Workforce
G1: Business Conduct – corporate culture
Member of the Management Board of Santander Bank Polska
S.A. in charge of the Financial Accounting and Control Division
E1: Climate Change - Energy
G1: Business Conduct – Management of relationships with suppliers, including
payment practices
Member of the Management Board of Santander Bank Polska
S.A. in charge of the Legal and Compliance Division
G1: Business Conduct – Protection of whistleblowers
S4: Consumers and End-users
S3: Affected Communities
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The Supervisory Board exercises ongoing supervision over the Bank’s operations, exercises the powers provided for in the Commercial Companies Code
and the Bank's Articles of Association, and approves the annual and long-term development plans, financial plans, operational strategies, and the
principles of prudent and stable management of the Bank, as developed by the Management Board. In line with its terms of reference, the Supervisory
Board oversees the development, implementation and execution of the responsible banking programme and compliance with regulatory requirements
regarding the ESG area.
Supervisory Board committees in 2025:
→ Audit and Compliance Committee;
→ Risk Committee;
→ Nominations Committee;
→ Remuneration Committee.
Supervisory Board Committees (i.e. the Risk Committee and Audit and Compliance Committee) take into the account also the ESG risks when verifying
the risk profile of the Group as well as during the review and recommendation to the Supervisory Board for the approval of policies related to the general
risk management framework in the organisation. The Audit and Compliance Committee monitors the Group’s sustainability reporting process and the
Bank's process for identifying information presented in accordance with sustainability reporting standards, in keeping with the Act of 11 May 2017 on
statutory auditors, audit firms and public oversight, as well reviews ESG ratings for the Bank and the Group. In 2025, in connection with the expected
changes in the shareholding structure and the Group’s organisational structure, we updated the DMA dating from 2024 (for more detail, see: General
disclosures Sustainable development of the Group). Findings from this study were presented to the senior management. Members of the ESG Committee
and Supervisory Board have read and accepted the outcome of DMA 2025.
Appointment of the Management Board and the Supervisory Board
The procedures for appointing and dismissing Members of the Management Board of Santander Bank Polska S.A. comply, among others, with:
→ Commercial Companies Code;
→ Banking Law Act;
→ Statutes of Santander Bank Polska S.A.;
→ Nomination and Succession Planning Policy for Management Board members in Santander Bank Polska S.A.;
Members of the Management Board are appointed by the Supervisory Board. In accordance with the regulations, the appointment of the President of the
Management Board and the member of the Management Board in charge of the management of material risks at the Bank requires the approval of the
Polish Financial Supervision Authority (hereinafter: PFSA). Members of the Management Board may be dismissed by the Supervisory Board or the General
Meeting at any time. The term of office for the Management Board is three years and its members are appointed for a joint term. Members of the
Supervisory Board are also appointed for a joint term of three years. The Supervisory Board members, including the Chairman of the Supervisory Board,
are appointed and removed by the General Meeting.
As part of the process of appointing a Management Board member, a suitability assessment is conducted in accordance with the law, regulatory
requirements and the Policy for the selection and suitability assessment of members of the Management Board and key function holders at Santander
Bank Polska S.A”, and the Methodology for the suitability assessment of members of governing bodies of supervised entities published by the PFSA.
The Management Board and the Supervisory Board are appointed with consideration of criteria ensuring the versatility and diversity of these bodies. Each
member of the Management Board and the Supervisory Board undergoes an individual independent suitability assessment, while the Management Board
and the Supervisory Board as a whole are subject to a collective independent suitability assessment (the Management Board and the Supervisory Board
are assessed separately). These assessments are conducted at least once a year and in situations specified in the policy and the PFSA Methodology, such
as a change in the composition of the Management Board or a significant change in the scope of responsibilities of individual members. If a person is
deemed unsuitable to perform the role of a Management Board member, they immediately cease to hold their position.
The Supervisory Board monitors the effectiveness of the Management Board and its members. The process of assessing the qualifications of Management
Board members and other key function holders at the Bank is carried out by the Nominations Committee and the Remuneration Committee of the
Supervisory Board. The Supervisory Board evaluates the Management Board at least once a year. The Supervisory Board consists of five members who
meet the independence criteria (50% of its composition). The work of the Supervisory Board is evaluated by the General Meeting, i.e. the Bank's
shareholders. Once every three years, the assessment is conducted by an independent external entity and approved by the General Meeting.
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Committees
The Bank’s key committee in charge of sustainable development and ESG-related matters is the ESG Committee. Its tasks include supporting the Bank's
Management Board in fulfilling its management responsibilities in relation to the strategic initiatives concerning sustainable development. The ESG
Committee sets the direction for strategic actions and establishes and monitors sustainability goals across all areas of the Bank's operations. It is chaired
by the President of the Management Board.
The Committee is composed of the following members:
→ President of the Management Board of the Bank – Committee Chair;
→ Vice President of the Management Board in charge of the Business and Corporate Banking Division and the Corporate and Investment Banking
Division;
→ Vice President of the Management Board in charge of the Risk Management Division;
→ Vice President of the Management Board in charge of the Retail Banking Division;
→ Member of Management Board in charge of the Business Partnership Division;
→ Vice President of the Management Board in charge of the Financial Management Division;
→ Vice President of the Management Board in charge of the Digital Transformation Division;
→ Member of Management Board in charge of the Accounting and Financial Control Division;
→ Member of the Management Board in charge of the Legal and Compliance Division;
→ Head of the Corporate and Investment Banking Division;
→ Head of the Corporate Governance Department, outside the divisional structure;
→ Head of the Communication and Brand Experience Area, outside the divisional structure;
→ Head of the Strategic Partnerships and Leadership Area; Business Partnership Division;
→ Chief Employee Experience Officer, Business Partnership Division.
In 2025, four ESG Committee meetings were held. The main decisions taken by Committee members involved:
→ approval and consecutive monitoring of the delivery of the annual plan for operationalisation of the Group’s sustainable development strategy and
risk culture plan;
→ monitoring of the Bank’s delivery of regulatory and supervisory requirements concerning sustainability and ESG risks (including sustainability
reporting);
→ implementation of internal regulations to support the delivery of strategic priorities and the management of material sustainability-related issues
across the Group.
Ongoing coordination of the development and implementation of ESG solutions is the responsibility of the ESG Forum, a working group appointed by the
ESG Committee. The main task of the ESG Forum is to analyse the challenges, risks and opportunities emerging in the area of responsible banking,
sustainable development, corporate culture, sustainable finance, ESG risks and the climate agenda. The Forum reports to the ESG Committee and
Management Board on a regular basis (at least four times per year). The Forum also monitors progress in the implementation of ESG strategic actions by
the Bank's subsidiaries. The members of the ESG Forum include senior management representatives from all divisions and areas, as well as from
Santander Leasing.
In addition to the ESG Committee, the following decision-making bodies are responsible for the management of the Bank’s impact on the environment,
society and economy:
→ Operational Risk Management Committee;
→ Disclosure Committee;
→ Information Management Committee;
→ Risk Management Committee;
→ Risk Management Forum;
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→ Compliance Committee;
→ Credit Committee;
→ Local Marketing & Monitoring Committee (LMMC).
All of the above committees – within the scope of their responsibilities – are tasked with making decisions and overseeing the management of the
organisation's impact on the economy, the environment and people.
Detailed information about the Bank's corporate governance, the nomination process, and the independence criteria
for members of the Bank's governing bodies is presented in the Statement on Corporate Governance in 2025
(Chapter XII), Statutes and Terms of reference of the Supervisory Board of Santander Bank Polsk a S.A. Addit ional
information on the division of responsibilities, key competencies, fulfilment of independence criteria, and the term
of office of the Supervisory Board members is available on the Bank’s website in the “Investor Relations” tab”.
Integration of sustainability-related performance in incentive schemes (GOV-3)
Incentive programmes and remuneration policies related to sustainability issues
The remuneration policies for the Bank’s management ensure an appropriate level of compensation for the Management Board, Supervisory Board, and
key members of senior management. The adopted principles enable the recruitment, retention, and motivation of individuals with the competencies
necessary for effectively managing and overseeing the Bank.
The remuneration of the Management Board and Supervisory Board is governed by two documents: the Remuneration Policy for Members of the
Management Board of Santander Bank Polska S.A. and the Remuneration Policy for Members of the Supervisory Board of Santander Bank Polska S.A. These
policies include a link between remuneration of the Management Board and the achievement of sustainability goals. The ESG component is one of the
qualitative factors considered when calculating the bonus pool for the Management Board, with a weight ranging from -5% to +5% of variable
remuneration. As regards climate-related objectives, the following indicators are analysed when assessing performance: progress in implementing the
sustainable finance agenda and the Group’s climate agenda, including efforts to improve the quality of data and granularity of portfolio emissions
estimates as well as to analyse decarbonization levers.
The Bank also has a long-term share-based incentive scheme, which incorporates ESG goals as one of the three key evaluation elements regarding the
retention award. The weight of ESG goals within the program is 20%. This includes indicators such as the number of women in managerial positions and
the gender pay gap (EPG/GPG).
Please note that under the Bank’s strategy, all employees of the Bank also have Total Responsibility-related goals (one of key pillars of the Bank’s
strategy) assigned as obligatory targets recognised in their performance assessment. These goals support the implementation of the sustainability
strategy throughout the organization.
The terms of incentive schemes, including ESG and climate goals, are approved and updated at the level of the Bank’s Supervisory Board. The
remuneration of Supervisory Board members is fixed and it does not depend on the achievement of ESG or climate goals.
More details on the remuneration of the Supervisory and Management Boards, the Incentive Program, and Bank shares held by members of the
Management Board are presented in Chapter XII “Statement on Corporate Governance in 2025”.
Due diligence statement (GOV-4)
The due diligence process in the Group has been designed in accordance with the guidelines outlined in ESRS 1. The table below indicates the sections of
the Statement where the various stages of the due diligence process are described.
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Core elements of due
diligence
Chapters/ subchapters in the Sustainability Statement
a) Embedding due diligence
in management, strategy and
business model
→ Risk management and internal controls over sustainability reporting (GOV-5)
→ Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)
→ Policies related to climate change mitigation and adaptation (E1-2)
→ Policies related to own workforce (S1-1)
→ Policies related to consumers and end-users (S4-1)
→ Policies related to affected communities (S3-1)
→ Business conduct policies and corporate culture (G1-1)
b) Engaging with affected
stakeholders in all key steps
of the due diligence
→ Interests and views of stakeholders (SBM-2)
→ Employee engagement and procedures for cooperation with employees and their representatives (S1-8)
→ Processes for engaging with consumers and end-users about impacts (S4-2)
→ Processes for engaging with affected communities about impacts (S3-2)
c) Identifying and assessing
adverse impacts
→ Processes for remediation of negative and channels for raising concerns by own workforce (S1-3)
→ Processes to remediate negative impacts and channels for consumers and end-users to raise concerns (S4-3)
→ Processes to remediate negative impacts and channels for affected communities to raise concerns (S3-3)
→ Mechanisms for identifying, reporting, and investigating violations (S3-4)
d) Taking actions to address
those adverse impacts
→ Actions and resources in relation to climate change policies (E1-3)
→ Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing
material opportunities related to own workforce, and effectiveness of those actions (S1-4)
→ Taking action on material impacts on consumers and end-users, and approaches to mitigating material risks and
pursuing material opportunities related to consumers and end-users and effectiveness of those actions (S4-4)
→ Taking action on material impacts on affected communities, and approaches to managing material risks and
pursuing material opportunities related to affected communities, and effectiveness of those actions (S3-4)
e) Tracking the effectiveness
of these efforts and
communicating
→ Metrics and objectives (E1)
→ Metrics and objectives (S1)
→ Metrics and objectives (S4)
→ Metrics and objectives (S3)
→ Metrics and objectives (G1)
Risk management and internal controls over sustainability reporting (GOV-5)
In the context of sustainability reporting, the main risks relate to the adequacy, accuracy, and completeness of the reported data (including the
completeness of disclosures in sustainability reporting). We manage these risks in several ways.
The risk of including inadequate information is mitigated by the DMA process described in the previous subchapters. This approach enables us to detect
sustainability issues that are material in the context of the Group’s operations and are disclosed in this Statement.
We have implemented appropriate internal regulations, including the “Guidelines for preparing sustainability reporting in accordance with CSRD” and
the accompanying “Guidelines for Double Materiality Assessment”, according to which:
→ The designated units of the Bank are responsible for analysing double materiality and preparing sustainability reports in accordance with the
regulations. This includes, among other things, the collection and verification of the quantitative and qualitative data used in the disclosures.
→ The business owners responsible for individual data points and reported metrics within the Group ensure the quality of the quantitative and
qualitative data, including its completeness, accuracy and verifiability. These owners are also required to ensure that the controls in place are
appropriate for respective reporting processes.
Sustainability reporting issues are on the agenda of the ESG Forum. As part of the Forum's work, the status of the preparation of the current report is
monitored, significant challenges and risks related to the reporting process are notified and appropriate solutions are developed. Requests are submitted
to the ESG Committee or the Bank's Management Board for analysis and approval.
Sustainability statement is subject to assurance by a statutory auditor. The content of the Statement is approved together with the Management Board
Report on Santander Bank Polska Group Performance – by the Bank's decision-making bodies, including the Management Board, Supervisory Board and
relevant committees.
In 2025, we continued to adapt the Bank’s systems to collect and process ESG data and to upgrade the central repository of such data. We developed an
in-house application to source quantitative data from all Group companies, such information serving as input for the calculation of reported indicators.
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We implemented and formalised the reporting processes for possible further automation of data collection and processing, and for necessary
modifications resulting (among other things) from changes in the scope of reported metrics.
ESG data are supervised in line with the Bank’s data governance procedures. The underlying purpose is to maintain the proper environment for data
quality controls. That is why we have created a business glossary and named respective staff members responsible for specific definitions. Data quality
controls were documented at successive stages of the data lifecycle: from data acquisition from source systems, through processing, to the calculation
of relevant sustainability metrics. The status and progress in the delivery of supervisory initiatives concerning data are reported to the Information
Management Committee. It is responsible for governance and decision-making related to data and information-management processes in the Bank in a
way that maximises business benefits as well as ensures appropriate risk management, effective utilisation of resources and compliance with regulatory
requirements.
The Bank implements the control environment also within the Internal Control Model (ICM). Controls are introduced to monitor the quality and reliability
of the information presented in the Consolidated Sustainability Statement. The model complies with international standards and guidelines established
by the COSO (Committee of Sponsoring Organisation of the Treadway Commission). Under ICM, the Bank identifies the most material risks and then
establishes the necessary controls to mitigate them, which includes the reporting of sustainability information. As with financial information, controls
are periodically evaluated (at least annually) both in terms of their design and implementation through the formal ICM certification process. The
underlying purpose is to ensure that the Internal Control Model is functioning properly. The model is developed as needed to cover all relevant aspects
of sustainability reporting and to accommodate changes in reporting processes.
For more details, see Chapter XII “Statement on Corporate Governance in 2025”.
Processes related to sustainability reporting are periodically reviewed by the internal audit function. The most recent dedicated review was carried out
in 2025. The ensuing report was forwarded to the Supervisory Board, President of the Management Board, Management Board members in charge of
this area and to relevant organisational units involved in the reporting process.
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2. Environmental information – climate change (ESRS E1)
2.1. Strategy
Material impacts, risks and opportunities in the area of climate change
The double materiality assessment identified that key impacts, risks, and opportunities exist in the following areas:
→ Mitigation of climate change
We understand the concept of climate change mitigation as reduction of emissions to the extent that is necessary to limit the global warming to
1.5°C above pre-industrial levels, in accordance with the Paris Agreement. The key impacts include negative effects on the environment through
the financing of entities whose business models are not adapted to low-carbon economy and greenhouse gas emissions from portfolio activities,
which might contribute to global warming. The key risks include reputational damage resulting from the failure of the Group or its customers to
achieve climate goals.
However, we see opportunities such as the development of green mortgages, financing of building modernisation projects, electric vehicles, and
charging infrastructure, as well as supporting zero-emission and low-carbon technologies and green-transition solutions for agriculture and
industry sectors.
IRO identifier
Type of IRO
Description and location of Impact, Risk or Opportunity (IRO)
E1.I1
Impact
Negative environmental impact resulting from the Bank’s financing granted borrowers who
are unable to adapt their business models to a low-carbon economy.
E1.I2
Increase in greenhouse gas emissions related to portfolio activities (retail banking loans).
E1.I3
Increase in greenhouse gas emissions related to portfolio activities (institutional banking
loans).
E1.O1
Opportunity
Market leadership through financing and advisory services in the area of emission reduction
technologies in agriculture, and increased revenues through the financing of water, waste
and soil treatment projects, greater energy efficiency and reduced emissions.
E1.O2
Building up the customers’ trust through a bespoke loan offer and advice so as to help them
determine the modernisation potential of their real estate; as well as to grow the revenues
by increasing the volume of property financing granted to borrowers who meet the criteria of
our Sustainable Finance and Investment Classification System.
E1.O3
Market leadership through the financing of technologies which support low-carbon mobility;
coupled with the growth of revenues driven by (1) funding and advice on expansion of the EV
charging infrastructure, (2) funding and advice on the transition to electric vehicles.
E1.O4
Standing out in the market by: i) encouraging and supporting customers along the entire
value chain to adopt more sustainable business practices, and 2) financing and advising
early-stage companies focused on solutions enabling the energy transition.
E1.O5
Growth in green bonds, green loans, and sustainability-linked financial instruments.
E1.O6
Growth in the revenues by financing the development of new technologies such as hydrogen,
carbon capture, utilisation and storage, biofuels and energy storage in a broader sense.
E1.R1
Risk
Reputational risk stemming from the sentiment shared by customers, investors and other
stakeholders that banks are not doing enough to achieve low-carbon goals or are acting
contrary to their policies.
E1.R2
Reputational risk caused by failure to achieve climate and environmental goals, including
those related to the Group’s own operations and those of its customers, which may result in
financial losses.
E1.R3
Risks arising from activities in various sectors that hinder the mitigation of climate change
→ Energy
Impacts in this area include contributing to environmental protection by increasing the use of renewable energy as part of own operations and
supporting low-emission technologies as part of portfolio initiatives.
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IRO identifier
Type of IRO
Description and location of Impact, Risk or Opportunity (IRO)
E1.I4
Impact
Contributing to environmental protection through increased use of renewable energy and
other low-carbon technologies.
The Group’s ambition is striving to achieve net zero emissions by 2050. Our approach to climate change is based on three pillars:
1. Striving to align our portfolio and own operations with the goals of the Paris Agreement
→ Adjusting the portfolio so that projected carbon emissions meet the goal of limiting the global warming to 1.5°C.
→ Sourcing electricity from renewable sources to reduce our environmental impact.
2. Supporting customers in their green transition
→ Helping customers on the way towards the low-carbon economy – advice, consulting, business and investment solutions.
3. Integration of the climate change in the risk management process
→ Complying with regulatory and supervisory expectations and embedding climate in risk management.
Identification and management of significant climate-related risks and opportunities are presented in more detail in section E1.IRO-1. As the Group, we
are committed to making ethical decisions in managing our environmental impact in line with our Total Responsibility strategic direction. Our strategic
environmental goals are:
→ To be a role model in terms of sustainability and transformation.
→ To help customers navigate the green transition and advise them on how to carry it out.
→ To build business networks, find trusted partners and help them arrange finance.
The activities we deliver as part of the above-mentioned strategic goals include primarily: reduction of our own emissions (also through more efficient
consumption of energy); recognition of environmental risks in the business model; building of employee knowledge of greenwashing risks, sustainable
transactions and ESG risk identification; diversification of the portfolio of green assets and products; analysis of portfolio emissions and development of
transition plans. Details are presented in E1-3.
To support the transition of our customers, we create products and offer advice across all segments, leverage the synergies across supply chains, support
the energy transition of buildings, and provide solutions for sectors such as agribusiness.
2.2. Policies related to climate change mitigation and adaptation (E1-2)
Policies on management of impacts, risks and opportunities related to climate change mitigation and
adaptation (MDR-P)
Policy
Description of policy content
Scope of application of
the policy or exclusions
Responsible Banking and
Sustainability Policy
This policy defines the principles, directions of action, key processes and the Group’s
management of environmental issues. In line with the said policy, recognising the society's
right to live in a healthy and clean environment, we aim at minimising the environmental
impact of our activities and fulfilling legal requirements and voluntary commitments through
banking activities and internal management of environmental issues, by:
→ identifying environmental impacts, risks, and opportunities as part of the analysis of
financing and investment activities;
→ analysing the impact of climate change on the Bank’s financial activity, by identifying the
needs the transition to a low-carbon economy can present and (if possible) by offering
financial products and services that support sustainability;
→ analysing and identifying negative environmental impacts as part of the risk assessment
process for financial and investment activities, in a manner consistent with international
standards;
→ gradual building of transaction portfolios aimed to support the energy transition and a
climate change-resilient economy;
→ managing the environmental impact generated by the Bank's infrastructure by applying
management systems based on international regulatory standards, taking into account
continuous improvement, and by controlling the most important aspects of the energy
Group
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efficiency of own operations (including the use of renewable energy sources),
consumption, waste and emissions.
In 2025, the policy was brought up to date so that it would match the binding regulations as
well as the Bank’s current initiatives and strategic priorities in the area of sustainable
development. We have clarified and reinforced the provisions regarding human rights,
measurement and reporting of emissions, our commitment to develop a transition plan, risk
management, and cooperation with customers in the delivery of green transition-related
initiatives.
By implementing the provisions of the policy, the Group undertakes to comply with
international sustainability regulations and standards, such as: The UN Universal Declaration
of Human Rights, the Ten Principles of the UN Global Compact, the UN Guiding Principles on
Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the
Fundamental Conventions of the International Labour Organization (ILO), as well as the
Equator Principles – a set of rules for assessing projects in terms of environmental and social
risks, agreed and jointly applied by a group of international financial institutions.
The policy was adopted by a resolution of the Management Board and is available on the
Bank's website and intranet.
Addressed IRO:
E1.I2, E1.O1, E1.O2, E1.O3, E1.O4, E1.O5, E1.O6, E1.I4
Environmental and Social
Risk Management Policy
The policy sets out the Group's approach to analysing the environmental and social risks of
financed customers (criteria for identification, evaluation, monitoring and management of
socio-environmental risks) as well as applied investment exclusions and standards of
cooperation with customers operating in industries with the greatest impact on the climate.
Application of the document's principles is intended to support customers in their transition to
a low-carbon economy. Policy criteria apply to customers in all segments (CIB, BCB and SME),
as well as to the Group as a whole in relation to financing, advisory services, capital
management services, asset management and insurance. The types of business activity
governed by the said policy include:
→ Oil & gas: exploration, extraction, production and treatment including refining,
transportation, storage and wholesale distribution.
→ Power generation and transmission: All power plants regardless of energy source and
the construction and maintenance of electricity transmission lines.
→ Mining: prospecting and mining exploration, mining development and exploitation,
restoration and recovery of the exploited natural space.
→ Metals: processing of ores to extract the metal they contain, production of alloys from
ingots, processing of by-products: scree, gangue, slag and sand.
→ Soft commodities: production and wholesale distribution of timber products for
processing into lumber, wood-based cellulose, paper and textiles; soy; palm oil; rubber;
cocoa; coffee; cotton; sugarcane; biomass or biofuels, as well as beef production in high-
risk geographies. This also applies to those Corporate and Investment Banking Division
customers who acquire these commodities directly from plantations or ranches, and they
represent over 10% of their total purchases.
In 2025, the Policy was reviewed and updated – amendments included, among other things,
the new provisions which facilitate the transition to low-carbon economy and reinforced
provisions concerning human rights.
The policy was adopted by a resolution of the Management Board and is available on the
Bank's website and intranet.
Addressed IRO:
E1.I1, E1.I3,E1.O4, E1.R1, E1.R2, E1.R3
The Group (Santander
Leasing introduced its own
regulations to implement
the Policy)
Guidelines for
Greenwashing Risk
Management and
Control
The Bank implemented this regulation in 2025 as the core document to govern the
greenwashing risk in the organisation. The Guidelines set out the tools, responsibilities and
greenwashing risk management processes to avoid inadequate definition, management or
disclosure of data and, therefore, to prevent misleading the stakeholders with respect to our
strategy, products and sustainability practices.
The Guidelines were adopted by an ordinance of the ESG Committee Chair and published on
the Bank's website and intranet. Their business owner is the ESG Risk Office.
Addressed IRO:
E1.R1
Group
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Sustainable Finance and
Investment Classification
System (SFICS)
In 2022, the Group implemented an internal methodology for classifying sustainable financial
and investment products and services, in particular: describing how we define green, social and
sustainable financing. The regulation is updated on a regular basis in order to align it with
evolving market standards and regulations. The SFICS is aligned with certain technical criteria
of the EU Taxonomy (with respect to the criteria of substantial contribution to the
environmental objectives of the EU Taxonomy). However, please note that the SFICS is not the
same as the EU Taxonomy. Specifically, is does not provide for a comprehensive verification of
the “do no significant harm” (DNSH) criteria or the minimum social safeguards (MSS). The
SFICS was reviewed and updated in 2025 – among other things, we added new (additional)
criteria concerning the closed loop economy and extended the scope of sustainable
investment-related criteria.
In principle, the SFICS distinguishes between the following types of financing:
→ use-of-proceeds transactions,
→ sustainability-linked transactions.
In order to be categorised as compliant, the financing must relate to a specific sector or
economic activity and meet the definitions and technical eligibility criteria specified for them
in the SFICS. The system is based on internationally recognised guidelines and industry
principles, such as: The ICMA Social and Green Bond Principles, Climate Bond Standards and
the aforementioned EU Taxonomy. It defines the scope, criteria, applicable due diligence
requirements in the environmental and social fields and the approach to their verification. It
serves as a benchmark for the creation of sustainable financial products and services.
The SFICS was adopted by an ordinance of the ESG Committee Chair and published on the
Bank's website and intranet. Its business owner is the Sustainability and ESG Team.
Addressed IRO:
E1.R1, E1:R2
Group
Effective implementation of these policies is the responsibility of the Management Board.
For more details about our in-house ESG regulations, please see https://esg.santander.pl/serwis/en/esg-policies/. We have also published our climate
change and environmental policies (either the entire text or a summary) on that website.
2.3. Transition plan for climate change mitigation purposes (E1-1)
In December 2025, the Bank's Management Board adopted the Transition Plan of Santander Bank Polska Group (“the Transition Plan”, “the Plan”) aimed
to mitigate climate change, the initial version of which was prepared by the ESG Risk Management Office in cooperation with business lines. As regards
the Group’s loan portfolio, the Transition Plan is based on the Guidelines of the European Banking Authority (EBA) concerning the management of ESG
risks – EBA/GL/2025/01 (published in January 2025) – in particular, chapter 6: “Plans compliant with Article 76(2) of the Directive 2013/36/EU”. The said
plan covers climate risks, in particular: the transition risk and physical risk.
The Bank’s organisational units in charge of specific business lines, risk and internal audit actively participate in the development, monitoring and review
of the Plan, while ensuring that it complies with the Group’s business strategy. The Bank provides the appropriate resources, competences and corporate
culture to support the implementation of the Plan. The Plan is based on the assessment of ESG risk materiality, which is conducted on a regular basis and
updated if material changes occur.
See below for a more detailed description of the pillars of our Transition Plan and the key information about the sectors covered. For more details on
Plan-related actions and objectives, please refer to subchapters E1-3 and E1-4 (respectively).
Pursuant to regulatory requirements, we represent that neither the Bank nor any Group members are excluded from EU Paris-aligned benchmarks.
Scope of the Transition Plan
The Transition Plan of Santander Bank Polska Group covers the following sectors of the Group’s loan portfolio:
→ Power generation (Corporate and Investment segment) – total balance sheet exposure: PLN 2.6bn
→ Commercial real estate – total balance sheet exposure: PLN 8.4bn
→ Residential real estate (mortgages) – balance sheet exposure over PLN 58bn
We selected these sectors as priorities in the context of the Transition Plan, because:
→ they represent a large financial share of the Group’s portfolio;
→ they are sensitive to climate risks;
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→ reference decarbonisation pathways are available.
We analyse the carbon intensity for the foregoing sectors in relation to global, sectoral reference pathways. This allows us to monitor the progress in
portfolio decarbonisation and to detect the risks that might arise if the portfolio is not aligned with the targets set in the Paris Agreement.
Based on the to-date emission intensity measurements for the sectors covered by the Plan, the Group can analyse portfolio trends related to transition
risks, evaluate the effectiveness of the current strategy and actions taken, and define transition-risk-management measures with respect to individual
portfolios. The calculation results presented below reflect the Bank’s current knowledge and the quality of data as at the time when this report was
prepared. The methodology and data sources are improved on an ongoing basis, especially with regard to increasing the share of actual data. As a result,
the values for the current year and the base year (2023) may be updated in subsequent reporting periods.
→ Power generation industry:
GHG analyses covered the largest companies and projects serviced in the project finance formula by the Corporate and Investment Banking Division,
and they applied to 93% of the Bank’s portfolio of electricity generating companies. We compare the outcome of our analyses against the reference
decarbonisation pathway published for the electricity generation sector by the International Energy Agency (IEA) as part of its Net Zero 2050
scenario.
The carbon intensity of the portfolio dropped considerably from 0.70 tonnes CO2e/kWh in 2023 to 0.37 tonnes CO2e/kWh in June 2025, which
means a relative decline by 44%. The IEA pathway for the same reference period assumed a relative decline by 17%. At the same time, the carbon
intensity of the Bank’s portfolio as at June 2025 remains above the global pathway projected for 2025. The reduction of carbon intensity vs. 2023
resulted mainly from the growing volume of RES-related projects, i.e. the main decarbonisation lever applied by the Bank with respect to this
portfolio. In accordance with its business strategies, the Bank gradually builds transaction portfolios in line with the concept of a low-carbon and
climate change-resilient economy.
However, when considering the feasibility of financing for sustainable and energy transition-related projects, we analyse both if such initiatives fit
within national energy transition plans and if they comply with our in-house credit risk management principles applicable to business entities or
project finance. This is very important in the context of the uncertain regulatory environment and delays in the transformation of the national energy
system.
→ Commercial real estate:
The GHG intensity analysis covers targeted financing of commercial real estate projects from all of the Bank’s business segments. We compare the
outcome of our analyses against the reference decarbonisation pathway published by the CRREM (Carbon Risk Real Estate Monitor).
Our findings show that the average carbon intensity of the Bank’s real estate portfolio is below the CREEM reference pathway for Poland (which
assumes the global warming at max. 2°C by 2050), with a sustainable downward trend.
This proves the effectiveness of the Bank’s recent strategy whereby we focus on the financing for energy-efficient buildings Since 2023, the carbon
intensity has dropped from 137 kg CO2e/m² to 113 kg CO2e/m² as at December 2025, i.e. by 18%.
Credit exposures with a lower level of financed emissions will continue to grow in number as the Bank maintains its current strategy in the
commercial real estate segment, which includes the decarbonisation lever (i.e. increasing the number of very energy-efficient buildings in its
portfolio).
→ Retail real estate:
The retail real estate sector accounts for 26% of the Bank’s loan portfolio, as at 31 December 2025. To compare our in-house estimate of the average
GHG intensity with the scientific climate scenario, we use the reference decarbonisation pathways published by the CRREM (Carbon Risk Real Estate
Monitor) for residential real estate in Poland.
The average GHG intensity (in kg CO2e/m²) in the portfolio was calculated on the basis of building energy certificates (primary energy demand) or
floor area (based on PCAF emission rates).
According to analyses, the average carbon intensity for the retail real estate portfolio was at ca. 62 kg CO2e/m in 2023, i.e. below the reference
pathway. The carbon intensity rate was relatively stable till the end of 2025 (see E1-6), which means that it was above the reference pathway of
1.5°C.For that reason, the Bank implemented an action plan to reduce the carbon intensity of its portfolio, focused on increasing the volume of
sustainable financing for retail real estate – both in the form of new sales as well as piloting the improvement of the energy efficiency of the existing
portfolio. However, please note that while the legislation – which is beyond the Bank’s control – serves as the main decarbonisation lever that
provides a framework for improvement of energy efficiency, the effectiveness of such regulations in Poland is already (and will remain) dependent
on the following factors:
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→ absence of strong economic incentives (e.g. the impact of the statutory cap on electricity prices for households, which also supports the just
transition mechanism);
→ the pace at which EU directives are implemented;
→ how closely specific support programmes will be linked to energy efficiency and carbon intensity of buildings.
Qualitative assessment of potential locked-in GHG emissions:
Locked-in GHG emissions occur when infrastructure or assets that generate relatively material GHG emissions are still used even though they could be
replaced by low-carbon alternatives. Such an approach may delay (if not prevent altogether) the transition to alternative solutions that generate near-
zero or zero emissions. In line with the above-presented analyses, we have detected potential locked-in GHG emissions mainly in relation to our retail
real estate portfolio. This results in particular from the long-term nature of mortgage financing. The other important reason is the strong impact of the
national regulatory framework that shapes the decarbonisation of heat and electricity sources used by households and is beyond the Bank’s control.
2.4. Actions and resources in relation to climate change policies (E1-3)
Key actions we are taking to implement climate change policies (MDR-A)
The key measures regarding the implementation of policies listed in section E1-2 involve both our own operations and the downstream part of our value
chain (loan and investment portfolios).
Consequently, this chapter has been divided into two parts: the first one describes the actions taken with respect to the Bank’s own emissions, while the
second other presents those referring to the loan portfolio and the Transition Plan.
The expected outcomes of the measures described below are expressed in the strategic objectives defined by the Bank for climate issues – these
objectives and the associated time horizons are presented in subchapter E1-4.
Own operations
We foster environmental protection in accordance with international regulatory standards and a system of continuous improvement – in 2024, the Bank
received ISO14001 certification, which confirmed that the environmental management system for the Bank's head office buildings meets the required
standard. Santander Bank Polska passed the re-certification in July 2025. Another audit to verify and confirm the validity of the certificate is scheduled
for 2026 and we expect to have the certificate renewed in 2027 for another three years. Santander Leasing has also successfully passed the recertification
procedure and maintained the ISO 14001 certificate.
We do not implement nature-based solutions at this point in time. As a financial service provider, we are not dependent on the availability or allocation
of resources when it comes to the implementation of our initiatives aimed at climate change mitigation and adaptation. Such activities are an internal
part of our strategy and they are determined primarily by regulatory requirements and market practice.
Group subsidiaries take measures to mitigate the Group's negative impact on the climate (IRO: E1.I4). We identify the sources of greenhouse gas
emissions and increase energy efficiency. The Group’s car fleet comprises low-emission vehicles: 90% – hybrid cars and 9% – combustion cars (gasoline).
In 2025, the composition of the car fleet did not change much compared year over year.
Both in 2024 and in 2025, 100% of electricity purchased directly by the Bank came from RES. In 2025, Group subsidiaries purchased electricity generated
from renewable energy sources or obtained guarantees of origin for the entire volume of consumed electricity. For comparative figures, see the table
below:
2024
2025
Santander Consumer Bank
100%
100%
Santander Leasing
32%
100%
Santander TFI
79%
100%
Stellantis Financial Services Polska
75%
100%
Santander Factoring subleases space from Santander Bank Polska, therefore its electricity consumption is counted as the Bank's consumption.
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The Bank also consumes electricity generated from its own sources (see the table below).
We also continue to replace the existing lighting with LED solutions. As a follow-up on the tests performed in 2024, we decided to reduce the consumption
of heat in the branches and we selected a service provider to handle a pilot modernisation of heating systems in two locations. This project is scheduled
for Q2 2026. Negotiations are also underway with entities renting buildings (premises) to us in our branch network We aim at signing ESG annexes to
office space lease agreements (i.e. concerning our branches) – among other things, such annexes would stipulate the provision of actual consumption
data or energy performance certificates for buildings.
2024
2025
MWh
% of own production
of RES energy
MWh
% of own production
of RES energy
Electricity from our own RES production
32
–
331
-
Electricity from RES in the Group
23,486
0.14%
22,569.66
1.46%
Total electricity in the Group
23,609
0.13%
22,569.66
1.46%
Credit portfolio
The underlying purpose of climate-related initiatives taken with respect to customers is:
→ to limit the financing for operations that may have a direct negative impact on the environment and society and cause long-term effects related to
climate change;
→ to engage in dialogue with customers to encourage them to change their business practices to more sustainable ones;
→ to support the transition of customers in the above-mentioned area through funding.
So far, the initiatives taken under the Transition Plan with respect to the power generation industry mainly fall within the scope of the Environmental and
Social Risk Management Policy of Santander Bank Polska S.A., which contributes directly to the gradual decarbonisation of the Bank’s portfolio and
provides for:
→ automated and manual evaluation of corporate customers against relevant criteria concerning carbon-intensive operations and the production of
energy from coal, oil and gas – this analysis is intended to check if the transaction complies with the above-mentioned policy;
→ concentration limits applicable to sectors with the highest transition risk;
→ analysis of financed emissions and improvement of data quality (see subchapter E1-6 for more details).
Compliance with the Environmental and Social Risk Management Policy during the credit decision-making process causes the gradual shift of the portfolio
towards low-carbon energy sources, through limits placed on customers whose operations and projects involve the generation of power from coal, oil
and gas as well as carbon-intensive activities (see E1.R2, E1.R3). They are either not eligible for financing or must meet strict criteria of energy transition.
In 2023, we stopped lending to thermal coal producers (except for cases presented in section E1-1). The Bank has also set a zero limit for this item in the
Risk Appetite Statement. The Environmental and Social Risk Management Policy promotes the financing of projects related to renewable energy sources
and energy transition, which increases the share of RES in the Bank’s portfolio.
Credit exposures with a lower level of financed emissions will continue to grow as the Bank maintains its current strategy in the commercial real estate
segment (among other things, by increasing the number of very energy-efficient buildings in its portfolio).
The Transition Plan may also be implemented (with respect to all segments) through business operations, educational initiatives and products offers that
foster low-carbon solutions (see below for more details).
Activity in retail and corporate banking segments
Both in 2024 and 2025, the Bank offered products to support the economy transition (IRO: E1.I2, E1.O1, E1.O2, E1.O3).
→ Transformation Loan for sustainable investments (Business New Energy):
o Segment: SME;
o Financing objectives: photovoltaic panels, electric cars, energy storage systems, EV charging stations, heat pumps.
→ Environmental loan with BGK (loan partially repaid with a subsidy in the form of an ecological bonus paid by Bank Gospodarstwa Krajowego from
the European Funds for a Modern Economy 2021-2027 Programme)
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o Segment: SMEs, Small-midcaps;
o Financing objectives: the loan is intended for the modernisation of infrastructure – to make the company more energy efficient.
→ Ekomax Loan – investment loan with BGK guarantee and subsidised loan principal. Intended for modernisation projects, including obligatory
thermo-modernisation components (unless otherwise indicated by the thermo-modernisation audit) and – additionally – investments related to
renewable energy sources, circular economy and construction and replacement of heating systems (among other things).
In the corporate segment, we are diversifying the sustainable finance portfolio. This trend is driven both by the new legislation and the growing awareness
that the energy transition provides tangible business benefits for companies. In 2025, our Corporate Banking area granted sustainability-linked loans
(SLL) for the very first time ever. We also financed the construction of one of Europe’s largest recycling installations for lithium batteries, battery wasteand
manufacturing waste from the electromobility industry. This project was recognised in the Best Sustainable Finance category by Polsif (Sustainable
Investment Forum Poland).
In the SME and corporate customer segment, we focused on educational initiatives aimed to help customers take informed investment decisions so that
they can better understand the economic benefits of transitioning to a more sustainable business model (IRO: E1.O4, E1.O2). In 2025, the retail and
corporate customer segment focused on the following tasks:
→ We continued to develop the “Santander New Energy” platform targeted at SMEs and corporate segment customers. This platform solution helps
the customers estimate their organisation’s carbon footprint and calculate the cost-effectiveness of energy-transition investments, including the
use of public support schemes (assuming their expansion in scope, scale and bankability in the future). In 2025, the platform was upgraded with
several new functionalities (such as a guide to subsidies).
→ We formed a transformation-ambassador team within the sales network – these are customer advisors and bankers who have the knowledge
required to hold in-depth discussions with the customers about the quantifiable benefits of investments in energy-efficient assets and/or in asset
modernisation. They act as a point of contact for other customer advisors, with respect to ESG topics.
→ We published the report: “Green transition and SMEs – how to gain the competitive edge?”, a document prepared jointly with KPMG. A conference
was held to promote the report among customers, media and chambers of commerce (more than 100 attendees).
In 2026, we are going to continue the series of podcasts called “Z nową energią o finansach” (“With new energy about finance”) that we launched in
2024. They aim to demonstrate the business benefits arising from the modernisation of company assets in order to reduce their carbon intensity and
discuss sustainability-related regulatory pressures that might have impact on business activity in specific industries (IRO: E1.I3).
Santander Leasing
The leasing company delivered the following initiatives in 2025:
→ A new website dedicated to ESG and green investment projects.
→ Training on ESG and green financing was organised for Santander Leasing sales staff (16/22 sales regions) – dedicated green-finance experts who
act as consultants for customers and customer advisors.
→ Green financing for low-carbon vehicles and RES (see E1.O1, E1.O3).
→ The customers had an opportunity to avail of the financing supported by government subsidies: NaszEauto and leasing of zero-emission heavy
goods vehicles (N2 and N3)(see E1.O1).
→ Prepared a series of six video-podcasts as part of the Santander Leasing Academy: “ESG Direction”, where the company and the invited experts
shared their knowledge of green finance.
Corporate and Investment Banking initiatives
In the Corporate and Investment Banking segment (i.e. the largest corporate customers), the Bank consistently supports Poland’s energy transition
through green financing for such projects as wind farms, photovoltaic installations or energy storage systems (E1.I3). The key projects delivered in 2025
involved energy storage systems and energy installations (both onshore and offshore) (IRO:E1.O6) We served as the consultant and provider of financing
for two offshore wind farms located in the Polish Baltic Sea. Considered jointly, these two installations represent the largest RES project delivered in the
EU and one of the largest such projects worldwide in terms of the volume of debt financing. We provided financing for BESS (Battery Energy Storage
Systems), as one of the first lenders in Poland.
Although the financing of renewable energy sources is the cornerstone of energy transition, it is not the sole crucial element of this complex process.
Beside the direct project finance, we also support our customers as advisors. Our offer addressed to corporate customer includes debt advisory services
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for green projects, structured green instruments and sustainability-linked instruments. We also organise the issues of sustainability-linked bonds (see
IRO: E1.O5).
In 2025, we granted four sustainability-linked loans (SLL). It was the first time that we provided Sustainability-Linked Supply Chain Finance (via our
factoring company) at an attractive price to those of the customer’s suppliers that meet the pre-defined sustainability criteria. This product supports the
transformation of the supply chain (E1.O5).
For customers that operate in high-emission sectors (such as the power generation industry, fossil fuels or aviation), we conduct detailed analyses of
greenhouse gas emissions, decarbonization targets, and energy transition plans. These sectors are particularly sensitive to climate change, and that is
why we help our customers understand the opportunities and risks associated with the transition.
We also meet with customers from other sectors on a regular basis. Among other topics, we discuss sustainability-linked financing options, which often
include commitments to reduce greenhouse gas emissions. We also address current regulatory requirements, investor expectations, and best market
practice.
Environmental considerations, as part of ESG factors, are also integrated into our investment analysis. Within our Group, we see the recognition of non-
financial factors as an opportunity to gain a more comprehensive view of the assets we manage and to make more balanced investment decisions. We
analyse issues such as environmental strategy and management, the impact of climate change, the level of consumption of natural resources, and
prevention of pollution.
In 2026, the Bank is going to carry on these initiatives, in line with the current strategy.
SFDR-compliant funds
Santander TFI offers investment funds categorised in Article 8 of the SFDR (as light-green products) and Article 9 of the SFDR (as dark-green products)
(IRO: E1.O5).
As at 31 December 2025, Santander TFI managed 7 such funds:
→ 6 sub-funds (vs. five sub-funds as at 31 December 2024) classified as Article 8 products under SFDR (light green): Santander Prestiż Global Equity,
Santander Prestiż European Equity, Santander Prestiż Future Wealth and Santander Prestiż Technology and Innovation and Fixed Income Dollar
Investment Fund which are sub-funds of the Santander Prestiż SFIO fund and Santander Equity Growth, sub-fund of the Santander FIO fund.
→ 1 sub-fund classified as Article 9 product under SFDR (dark green): Santander Prestiż Prosperity, a sub-fund of the Santander Prestiż SFIO fund. As
at the end of 2024, it was also one sub-fund.
As at 31 December 2025, the share of ESG funds' net assets in the total net assets of investment funds managed by TFIs was 5.38% vs. 4.4% as at 31
December 2024.
In 2025, we saw an increase in green financing, in line with the internal classification system (data in “Measures and targets” section). This trend was
driven mainly by the growth of financing in the area of RES, energy efficiency and low-carbon transport (IRO: E1.O2, E1.O3, E1.O6).
Prevention of greenwashing
In 2025, the Group adopted the Guidelines for Greenwashing Risk Management and Control as the core document to govern the management of
greenwashing risk (IRO: E1.R1).
Beside the said Guidelines, the Bank has additional regulations in place to manage the greenwashing risk in particularly vulnerable areas of business
activity. These are:
→ The Sustainable Finance and Investment Classification System (SFICS) which sets out a standardised approach to defining sustainable transactions
and products;
→ Sustainability Communication and Advertising Guidelines, binding for the staff who prepare marketing and branding messages;
→ Compliance Assurance Area Guidelines for working with partners, which incorporate the greenwashing risk;
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→ “Partnership initiatives and agreements for cooperation with third-party partners”, an instruction aimed to mitigate the greenwashing risk
associated with such cooperation (among other things).
To limit this risk even further, the Group has established the ESG Panel. The task of this working group is to support the Group's business segments in
correct identification and classification of sustainable credit transactions and products, both in terms of compliance with the criteria of the internal
Sustainable Finance and Investment Classification System (SFICS) as well as the EU Taxonomy. The Panel is chaired by the Head of ESG Risks (Risk
Management Division) and overseen by the Risk Control Committee at the Bank Management Board level.
Regulations relating to the implementation of new products and services ensure that consultation with the ESG Risk Office, Compliance Department and
the Sustainability and ESG Team is required for all ESG-related products and services, including non-credit ones.
Additional information on actions taken by the Group
In connection with the above-mentioned completed or planned activities, the Group does not identify capital expenditures or operating expenses that
would be significant in relation to the scale of the entire Group's operations.
2.5. Metrics and targets
Targets related to climate change mitigation and adaptation (E1-4)
The Transition Plan falls within the environmental ambitions defined in the Group Strategy for 2024-2026 and puts in practice the assumptions of the
Environmental and Social Risk Management Policy (see subchapter E1-2 for more details). In particular, we expect that by 2030 at the latest, we will have
stopped providing financial services to power generation customers with more than 10% of revenues dependent on thermal coal. In 2025, we introduced
a waiver whereby such companies may raise sustainable financing (in particular: RES finance) and energy transition financing with a maturity date that
falls beyond 2030. These funds will be earmarked for improvement of energy efficiency, reduction of emissions and implementation of national plans
for the transition to a low-carbon economy. We have introduced this change to support companies from the power generation industry and help them
finance their transition towards low-carbon economy. It applies to those companies from the power-generation industry that implement sustainable and
transformational projects even if their current operating model depended on the coal-based energy.
Please note that Transition Plan addresses material climate risks faced by the Bank in the energy production segment and commercial and retail real
estate segment, and – insofar as necessary – defines an action plan for the mitigation of detected risks with reference decarbonisation pathways. The Oil
& Gas sector and the Mining & Metals sector will be analysed in detail in subsequent iterations of the Transition Plan, especially within the scope that
they are covered by reference decarbonisation pathways. As the Plan (together with decarbonisation pathways described therein) has been prepared for
the very first time, we took a prudent approach towards the planning of quantitative targets. Next year, we will continue to develop analyses and
calculations and use them as a basis for strategic decisions (which includes target setting). Despite the absence of measurable targets for the carbon
intensity of the portfolio, the Group already (i.e. in the first iteration of the Plan) measures the progress in material risk mitigation, as it examines the
actual change of the carbon intensity level vs. the baseline year (i.e. 2023, for the current calculations). Based on these data, the Group determines
whether the current strategy is sufficient or, rather, additional risk mitigants are necessary.
As regards the environmental area, we have set two fundamental targets (MDR-T) linked with the Group’s strategy and policies. They are subject to
formal approval processes by the Management Board, periodic verification and updates depending on the market situation and the financial and
operational results of the Bank. These targets have been set on the basis of the knowledge and business experience of the Bank's employees and
Management Board and do not refer to specific studies or scientific research.
→ Purchased electricity from renewable sources (see IRO: E1.I4)
The target is 100% share of electric energy from renewable sources (RES) in Bank’s total electric energy consumption. The target supports the
ambition related to the reduction of emissions in Scope 1 and 2 (market-based own operations). The target measured is as a percentage of
electricity from renewable sources. The starting point was 87% of electric energy from renewable sources in the Bank’s total electricity
consumption in 2023. The target was set at 100% of renewable electric energy in 2024 and thereafter, currently looking ahead to 2027. The Bank
currently purchases of 100% of RES-based electricity under direct green-energy-supply contracts and guarantees of origin for the remainder of
consumption. Delivery of this target is monitored on a quarterly basis as part of the strategy implementation progress report delivered to the
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Management Board and Supervisory Board and as part of the sustainability objectives reporting at the ESG Committee. The target has been
progressing on schedule.
→ Volume of financing in line with the internal classification system SFICS (IRO: E1.R1, E1.O1, E1.O2, E1.O3, E1.O5, E1.O6, E1.O4)
This target refers to the volume of new finance provided by the Group according to the criteria of the internal SFICS classification system (as
described in the section “Sustainable Finance and Investment Classification System (SFICS)”). It covers specific-purpose and sustainability-linked
financing, and supports the redirection of capital to environmentally sustainable projects.
The target is set in accordance with the planning processes applicable at the Bank, at the moment within the 2027 horizon. The target covers the
downstream of the value chain (i.e. customers) and applies to the Group (except for Santander Consumer Bank, which had its own banking licence
and therefore delivered its own operating strategy and objectives).
In line with the above assumptions, we have planned to mobilise PLN 31,046m of new financing according to SFICS in the planning horizon for
2024-2027. In 2025, the volume of new financing according to SFICS amounted to PLN 10,156m, while in 2024-2025 it totalled PLN 18,825m.
Progress is evaluated quarterly on the basis of reports presented to the ESG Committee, the Management Board and the Supervisory Board. The target
level is reviewed in as part of annual planning processes, taking into account internal factors such as changes in methodology and external factors,
including regulatory changes. The target values set for the period ending in 2027 have not changed in the current financial year.
Energy consumption and mix (E1-5. MDR-M)
The following table presents information on the Group's energy consumption during the reporting period.
We calculated the volumes of energy consumed on the basis of consumption data provided by the Group subsidiaries (data primarily from invoices from
suppliers and meter readings, and, in the absence of actual data, consumption estimates). The presented figures cover Santander Consumer Bank S.A.
and its subsidiaries for the period from 1 January to 23 December 2025. The renewable energy consumption is attributed mainly to the Group's purchase
of guarantees of origin for renewable electric energy issued by energy suppliers.
Energy consumption and energy mix
2024
2024 (adjustment)*
2025
Fuel consumption from coal and coal products (MWh)
0.00
0.00
0.00
Fuel consumption from crude oil and petroleum products (MWh)
32.54
16,466.39
16,899.72
Fuel consumption from natural gas (MWh)
5,763.95
5,728.64
7,699.36
Fuel consumption from other fossil sources (MWh)
0.00
0.00
0.00
Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources (MWh)
123.48
21,425.09
13,797.47
Total fossil energy consumption (MWh)
5,919.97
43,620.11
38,396.54
Share of fossil fuels in total energy consumption (%)
20%
65%
61%
Consumption from nuclear sources (MWh)
0.00
0.00
0.00
Share of consumption from nuclear sources in total energy consumption
(%)
0%
0%
0%
Fuel consumption from renewable sources, including biomass (also
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.) (MWh)
0.00
0.00
0.00
Consumption of purchased or acquired electricity, heat, steam, and
cooling from renewable sources (MWh)
23,485.76
23,485.75
24,260.03
Consumption of non-combustible renewable energy generated from own
sources (MWh)
32.00
32.00
330.59
Total renewable and low-carbon energy consumption (MWh)
23,517.76
23,517.75
24,590.62
Share of renewable sources in total energy consumption (%)
80%
35%
39%
Total energy consumption (MWh)
29,437.73
67,137.87
62,987.16
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The table above shows updated energy consumption figures for 2024. They include information relating to (i) heat generated from fossil fuels and (ii)
fuels consumption by the company car fleet in the Group. The correction reflects the change by adding the volumes of energy without amending the
classification or reporting methodology. The above presentation is consistent with the one applied for 2025. The update has no impact on the carbon
footprint presented in disclosure E1-6 for the reference period.
As the Group, we do not operate in sectors with a material climate impact, such as mining, coal, cement, steel or other industries associated with
intensive fossil fuel consumption.
Gross Scope 1, 2 and 3 greenhouse gas emissions and total greenhouse gas emissions
(E1-6, MDR-M)
In the table below, we present information on our carbon footprint in relation to our own operations and emissions financed within our financial asset
portfolios.
Detailed information on the financial asset portfolio is available in the Consolidated Financial Statements of Santander Bank Polska Group for 2025. As
at 31 December 2025, the Group held, in particular, a portfolio of net loans to customers amounting to PLN 162,837,724 k vs. PLN 174,776,281 thousand
as at 31 December 2024 and a portfolio of financial investment assets valued at 78,865,681 compared with PLN 76,912,655 thousand as at 31 December
2024.
Greenhouse gas (GHG) emissions in tonnes CO
2
eq
2024
2025
Scope 1
5,817.57
5,967.73
Scope 2 (location-based GHG emissions)
21,745.58
17,930.20
Scope 2 (market-based GHG emissions)
7,163.71
4,571.26
Scope 3 – Category 6 (business travel)
770.39
658.61
Scope 3 – Category 7 (employee commuting)
2,062.32
2,646.70
Scope 3 – Category 15 – GHG emissions financed by the Group
14,458,239.08
14,725,609.55
Total gross indirect (Scope 3) GHG emissions:
Group's total GHG Scope 3 emissions (location-based)
14,461,071.79
14,728,914.85
Group’s total GHG Scope 3 emissions (market-based)
14,461,071.79
14,728,914.85
Total emissions:
Group's total GHG emissions (location-based)
14,488,634.94
14,752,812.78
Group’s total GHG emissions (market-based)
14,474,053.07
14,739,453.85
The “Total emissions” item was added to the Statement for the very first time, and it presented figures for 2024 that were not published in the Statement
for 2024. Scope 3 – Category 15 emissions for 2024 were recalculated for the purposes of this report because the methodology had changed (for details,
see the sub-chapter on the mortgage loan portfolio). This value went down from 14,620,548.48 tonnes of CO
2
eq to 14,458,239.08 tonnes of CO
2
eq. As
a result, Total Gross indirect (Scope 3) GHG emissions also decreased in both cases from 14,623,381.19 tonnes of CO
2
eq to 14,461,071.79 tonnes of
CO
2
eq.
We calculated CO
2
emission levels in accordance with the Greenhouse Gas Protocol (GHG Protocol) standards:
→ A Corporate Accounting and Reporting Standard revised edition, GHG Protocol Scope 2 Guidance Amendment to the GHG Protocol Corporate
Standard;
→ Corporate Value Chain (Scope 3) Accounting and Reporting Standard, Supplement to the GHG Protocol Corporate Accounting and Reporting
Standard as required by the ESRS.
We use the PCAF standard – The Global GHG Accounting and Reporting Standard for the Financial Industry – for portfolio emission disclosures.
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The biogenic emissions of Santander Bank Polska Group are generated by the consumption of fuel with biocomponents by its vehicle fleet. From 2025
onwards, we will also be reporting the biogenic emissions from the generation of heat and from power generators. We calculated biogenic emissions
using indicators published by the Department for Environment, Food and Rural Affairs (DEFRA). In 2025, they were at 244.84 tCO
2
e in Scope 1 and 21.66
tCO
2
in Scope 2.
Once the mathematical correction had been applied, biogenic emissions in Scope 1 for 2024 totalled 239 tCO
2
vs. 289.12 tCO
2
e presented in the previous
Statement. Biogenic emissions in Scope 2 were not presented last year.
Methodological assumptions used to calculate the carbon footprint for own operations
We used emission factors developed by the UK Department for Environment Food & Rural Affairs (DEFRA), the National Centre for Balancing and
Emissions Management (KOBiZE) and the Energy Regulatory Authority (URE). We assess these emission factors as published by reliable institutions and
suitable for application to the Group’s operations. We also applied these coefficients in previous years and have updated their values accordingly this
year. The emission factors used for the calculations do not exclude the emission of gases other than CO
2
(e.g. CH
4
or N
2
O), with the exception of the
metrics used for Scope 2 for electricity and heat emissions published by KOBiZE and URE respectively (KOBiZE and URE metrics refer to CO
2
only). GHG
emissions were calculated using data consolidation based on operational control. The calculations were performed for the entire Group using calculation
sheets specifically designed for this purpose.
The following table describes the scope of the emissions calculation, the emission sources and the calculation methodology:
Scope
Emission sources included in the report
Calculation methodology
Scope 1
Leakage of
refrigerants
R410A
R422D
R32
Emissions calculated on the basis of replenishment volume data for R410A, R422D, R32
provided by Group subsidiaries and the emission factor obtained from DEFRA (Conversion
Factors 2025) database.
Emissions
from mobile
sources
1. diesel
2. Petrol
Emissions calculated using diesel oil and petrol consumption data for the transport fleet,
provided by Group subsidiaries, and an emission factor obtained from DEFRA (Conversion
Factors 2025)
Emissions
from stationary
sources
1. natural gas
2. fuel oil
3. diesel
Emissions calculated using consumption data for heating oil and natural gas for heating,
and diesel for emergency generators, and an emission factor obtained from DEFRA
(Conversion Factors 2025)
Scope 2
Electricity
Offices
Emissions calculated on the basis of electricity consumption data and an emission factor
obtained from the KOBiZE.
Market-based emissions are reported against the information about renewable energy
certificates obtained from suppliers.
District
heating
Offices
Emissions were calculated on the basis of consumption data provided by Group
subsidiaries and an emission factor obtained from URE.
Market-based emissions were calculated from data on the fuel mix of suppliers. For
those premises where utility suppliers are unknown or have not published data on the
heat mix, we used the indicator published by the Energy Regulatory Office (URE) in 2024.
Compared to 2024, this time we gathered much more information about suppliers.
Scope 3
Business travel
By private car
Emissions were calculated on the basis of consumption data provided by Group
subsidiaries (from HR systems to settle business travel) and an emission factor obtained
from DEFRA. Where the actual data on the type of consumed fuel was missing, we used
the relevant index published by Statistics Poland (GUS 2024).
By bus
Emissions were calculated on the basis of consumption data provided by Group
subsidiaries (from HR systems designed to settle business travel or directly from the
provider) and an emission factor obtained from DEFRA.
By train
Emissions were calculated on the basis of consumption data provided by Group
subsidiaries (from HR systems designed to settle business travel or directly from the
provider) and an emission factor obtained from DEFRA.
Flights
Emissions were calculated on the basis of consumption data provided by Group
subsidiaries (from HR systems designed to settle business travel or directly from the
provider) and an emission factor obtained from DEFRA.
Employee
commuting
Employee commuting
Emissions were calculated against the data provided by Group subsidiaries and emission
factors obtained from DEFRA. Data on the distance travelled by employees came from
surveys conducted among the staff members in Group companies.
As a financial institution, the Group is not directly covered by the EU ETS (European Emissions Trading Scheme), therefore the above calculations do not
include greenhouse gas emissions from regulated emission trading schemes.
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Emissions from the credit portfolio
The table below presents the financed emissions of the Santander Bank Polska Group’s portfolio, broken down into business loans, retail loans, and
government bonds. In business loans, we disclose emissions related to: general financing of companies and other entities, project financing, commercial
real estate and corporate bonds. Definitions of the individual financing categories can be found on the following page. Retail real estate refers to
mortgage-backed emissions. These categories and their definitions are taken from the PCAF methodology. The PCAF standard also defines a Data Quality
Score ranging from 1 (highest) to 5 (lowest), which is applied to each asset class covered by the standard. The Group uses the emission metrics indicated
by PCAF, which are expressed as CO₂ equivalents (CO₂e). This means that they include not only the emissions of carbon dioxide (CO₂) itself, but also other
greenhouse gases (e.g. methane – CH₄, nitrous oxide – N₂O) converted to their equivalent impact on global warming in relation to CO₂.
The scope of data covered by the calculation for business loans is approximately 98% of the total portfolio, while for mortgage loans it is 96%. The lack
of full coverage is due to the exclusion of intangible parts of the balance sheets of subsidiaries and cases of lack of sufficient data in the systems.
Product
type
Financed emissions
(tCO
2
)
Total exposure
(PLN m)
Exposure with calculated
emissions (PLN m)
Carbon intensity
(kg CO₂/PLN 1)
Average Data
Quality Score
(Data Quality
Score)
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
Business
loans
9,461,333.02
8,786,693.31
81,196.52
89,525.11
79,174.23
(98%)
87,338.41
(98%)
0.120
0.101
4.03
4.19
Retail real
estate
702,560.05
681,497.87
58,509.38
59,953.43
57,864.10
(99%)
58,701.66
(98%)
0.012
0.012
3.94
3.82
Governmen
t bonds
4,294,346.01
5,257,418.36
66,831.71
71,852.32
66,831.71
(100%)
71,852.32
(100%)
0.064
0.073
1.00
1.00
Total
14,458,239.08
14,725,609.55
206,537.61
221,330.86
203,870.33
(99%)
217,892.39
(98%)
0.071
0.068
3.01
3.04
The calculation methodology was changed (see the “Retail properties” section on the next page), hence the above-presented table has been updated to
reflect the financed emissions linked with the retail real estate portfolio in 2024. As a result, these emissions fell from 864,869.45 tCO2 to 702,560.05
tCO2.
The following exposure types were not taken into account:
→ Listed shares and interests in associated companies (due to the immateriality of the exposure),
→ Central bank securities and assets held for trading (due to the non-investment nature of these products),
→ Motor vehicles (leasing under Scope 3, Category 13 of financed emissions) – a significant portion of the Group’s finance leases consists of assets
other than cars (e.g. agricultural machinery), for which no emissions calculation methodology (as part of PCAF) has been developed yet.
Annual emissions are presented in tonnes of CO
2
-equivalent (tCO
2
e) and converted into PLN per unit of exposure. The calculation includes all three scopes
of customer emissions. The exceptions are mortgages and commercial real estate, where only Scope 1 and 2 are considered. Depending on the availability
of data needed for the calculation, an average Data Quality Score (on a scale of 1-5) is assigned for each category. The level of detail provided depends
on the availability of data in the Bank's systems and the extent of actual emission data from customer disclosures.
Methodological assumptions used to calculate the carb on footprint for emissions financed for the port folio of
financial assets:
When calculating financed emissions, we use an internal methodology based on the PCAF standard (The Global GHG Accounting and Reporting Standard
for the Financial Industry). According to the PCAF standard, GHG emissions associated with loans and investments (Category 15) are calculated based on
the proportional share of a given loan or investment in the entity that benefits from the financing or is the subject of the investment. The allocation is
based on the annual GHG emissions of the borrower or the invested entity for the year 2025.
Financed emissions are always calculated by multiplying an allocation factor (specific to that asset class) by the emissions of the borrower or investee.
This is the proportion of the borrower's or investment entity's total annual greenhouse gas emissions allocated to a given financing or investment. The
allocation factor is calculated by determining the outstanding amount – the outstanding value of the loan or investment – relative to the sum of the
equity and liabilities of the entity, project etc. benefiting from the financing or capital investment.
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BUSINESS LOANS
We disclose emissions related to all loans and credit lines (included in the balance sheet records) to companies, non-profit organisations and any
other entities. These loans are not traded on the market and are for general corporate purposes, i.e. with no specified use of the funds, as defined
in the GHG Protocol. We include here also emissions from our material corporate bond exposures. The business loans category represents the
predominant share of financed emissions. For this part of the portfolio, estimated emissions are calculated on the basis of data collected from the
customer's reports (resulting in the highest Data Quality Score = 1) or based on the size of the company (capital and own assets), its revenue and
type of business. In the absence of sufficient customer information, emissions are calculated based on the amount of exposure and the customer's
type of business (lowest Data Quality Score = 5). We are currently working to collect as much emission information as possible directly from the
customer in the future, thus strengthening the relationship and establishing a dialogue to support their transformation. We have implemented a
free carbon footprint calculator for small and medium-sized enterprises, which should also support the data collection and reporting process.
This category also includes financed projects, i.e. financing (recorded in the balance sheet) for specific investments or activities with a clearly
identified use of the funds as defined in the GHG Protocol. For example, this could be the financing of a specific activity or activities, e.g. concerning
a wind or photovoltaic farm or an energy efficiency project. To calculate emissions, only the financed ring-fenced activities are included. Emissions
and financials related to existing activities outside the financed project but within the financed organization are not considered. This is an important
part of our business portfolio due to the significant volume of energy project financing, with a high share of RES projects (around 30% of the total
energy portfolio). We assume that the financed GHG emissions from this type of projects (RES) are approximately 0 and treat them as the actual
reported emissions from the project.
Another category aggregated under this item includes commercial real estate (CRE) loans (recorded in the balance sheet) designated for specific
corporate purposes: the purchase and refinancing of commercial real estate (CRE) and balance sheet investments in CRE, where the financial
institution does not exercise operational control over the property. This definition implies that the property is used for commercial purposes, such
as retail, hotels, office space, industrial, or large multifamily rentals. In all these cases, the property owner utilizes the real estate for profit-
generating activities (general construction is outside the scope of CRE). The methodology for estimating emissions is described in the section on
retail real estate (below).
RETAIL REAL ESTATE
We disclose loans (recorded in the balance sheet) for specific consumer purposes, such as the purchase and refinancing of residential real estate,
including single-family houses and multi-family buildings with a small number of flats. This definition implies that the property is used only for
residential purposes and not for commercial activities. We disclose here Santander Bank Polska's portfolio, excluding Santander Consumer Bank's
mortgage portfolio, under which new loans were no longer granted, and the value of which was gradually decreasing and has been deemed
immaterial. At the end of 2025, the mortgage portfolio of Santander Consumer Bank represented 0.01% of the mortgage exposure of the Santander
Bank Polska Group. The methodology for calculating emissions is the same as for commercial real estate. We rely here on the emission factors
assigned to the type and size of the building from the publicly available PCAF factor database and on information from the energy certificates of
buildings. Starting from 2025, we use an external model to estimate the primary energy demand for buildings without an energy performance
certificate. The results generated by this model significantly improved the quality of data and calculation methods compared to the previous year
and the Bank decided to recalculate the base year in order to align the methodology with previous periods.
TREASURY BONDS
Financed emissions from government bonds include investments in securities issued by national governments and public institutions. For these
types of assets, the financial institution does not have direct operational control over how the funds are used. According to the PCAF methodology,
emissions attributed to government bonds are estimated based on the total greenhouse gas emissions of a given country’s economy and its total
debt. The methodology relies on emission intensity factors available in the PCAF database, which provides the highest-quality data (Data Quality
Score 1). These data are based on verified annual greenhouse gas emission reports submitted by countries to the UNFCCC. The PCAF database
provides emission intensities expressed as annual GHG emissions per unit of a country’s international debt, taking into account purchasing power
parity-adjusted GDP (PPP-adjusted GDP). The analysis can use emission factors that either include or exclude emissions from land use, land-use
change, and forestry (LULUCF). The figures presented in the table above include emissions related to LULUCF, meaning that financed emissions also
reflect the impact of the land use sector on a country’s overall emission balance. Financed emission values are allocated proportionally to the value
of the held bonds relative to the country’s total government debt. The category includes also exposures of bonds not directly issued by the Treasury
but fully guaranteed by it, which implies an allocation of issuance according to the national issuance profile.
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Greenhouse gas intensity based on net revenue
The Group's carbon footprint per unit of net revenue is 0.70 kg CO
2
e/1PLN.
GHG intensity per net revenue
2024
2025
Total greenhouse gas emissions (location-based method) per net revenue
(tCO2-equivalent /monetary unit)
0.00062
0.00070
Total greenhouse gas emissions (market-based method) per net revenue
(tCO2-equivalent/monetary unit)
0.00062
0.00070
Due to changes in the ownership of the Santander Bank Polska Group, the consolidated financial statement a at 31 December 2025 does not include
Santander Consumer Bank S.A. or its subsidiaries (the SCB S.A. Group). Individual items of the consolidated income statement do not include the revenues
or cost of the SCB S.A. Group. The revenue of the SCB S.A. Group, less the cost and tax, are presented in the consolidated income statement item:
“Revenue/cost from discontinued operations” and are not included in this indicator for 2025 due to deconsolidation of the SCB S.A. Group. To calculate
the indicator, assumes the value of consolidated net revenue amounting to PLN 21,071,946k determined in accordance with ESRS 2 as the sum of the
following items from the Consolidated Financial Statements of Santander Bank Polska Group for 2025: ‘Interest income and similar to interest’,
‘Commission income’, ‘Dividend income', ‘Trading income and revaluation’, ‘Profit on other financial instruments’, ‘Profit on discontinued recognition of
financial instruments measured at amortized cost’ and ‘Other operating income’, less the value of the result on exchange items in the amount of PLN
96,801k.
In 2024, consolidated net revenue of the Group amounted to PLN 23,440,451k. This value was calculated based on the same items as in this report, but
taking into account the revenue of the SCB S.A. Group.
Other climate-related disclosures (E1-7, E1-8, E1-9)
As the Group, we do not engage in direct activities related to the removal and storage of greenhouse gases within our own operations or in the value
chain. (E1-7). However, this year we offset 12,112 tonnes of CO2e through VER units (vs. 13,658 tonnes of CO2e offset in 2024). These were an additional
environmental measure applied by the Bank’s parent company, and their purchase does not affect the objectives or activities of Santander Bank Polska
Group in terms of reducing its own or financed emissions. Credits are obtained from two projects that are carried out outside the value chain and outside
the European Union. These are reduction projects that are validated by the Gold Standard (GS) and the Verified Carbon Standard (VCS). The purchase of
carbon credits for all subsidiaries was coordinated by Banco Santander Group, which carried out the selection and due diligence process.
We do not apply internal GHG pricing (E1-8).
With respect to disclosures regarding expected financial impacts from significant physical and transition risks and potential climate-related opportunities
(E1-9), we have chosen to apply a “phase-in” period and therefore we do not disclose this information in this Statement.
Disclosures under Regulation no. 2020/852
EU Taxonomy for sustainable activities
Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable
investment (Taxonomy) lays down a unified classification system for sustainable activities designed to increase the transparency and comparability
across the market and support investors in taking investment decisions.
The six environmental objectives of the EU Taxonomy are: climate change mitigation (CCM), climate change adaptation (CCA), sustainable use and
protection of water and marine resources (WTR), transition to a circular economy (CE), pollution prevention and control (PPC), and protection and
restoration of biodiversity and ecosystems (BIO).
Taxonomy-eligible finance includes exposures financing the objectives or projects related to the activities referred to in Commission Delegated Regulation
(EU) 2021/2139 as amended (Climate Delegated Act), Commission Delegated Regulation (EU) 2023/2486 (Taxonomy Environmental Delegated Act),
irrespective of whether such activities meet the Taxonomy’s technical screening criteria for environmental sustainability.
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Environmentally sustainable finance, that is Taxonomy-aligned finance, includes exposures financing the objectives or projects related to the activities
which meet all the following criteria:
→ contribute substantially to at least one of the six environmental objectives;
→ do no significant harm to any of the other environmental objectives (DNSH);
→ are carried out in compliance with the minimum social safeguards (MSS).
Activities contribute substantially to an environmental objective and do no significant harm to other environmental objectives if they meet the strict
technical screening criteria defined in the above-mentioned delegated acts (Climate Delegated Act or Taxonomy Environmental Delegated Act).
Activities comply with the minimum social safeguards if they are carried out in alignment with the OECD Guidelines for Multinational Enterprises and UN
Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the
Declaration of the International Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights. The
minimum social safeguards require companies to have due diligence processes in place that cover the following topics addressed in the OECD Guidelines
for Multinational Enterprises: human rights, employment and industrial relations, environment, combating bribery and other forms of corruption,
consumer interests, science and technology, competition and taxation.
Quantitative disclosures
Scope of Taxonomy disclosures
Pursuant to Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting
(CSRD), we, as a public-interest entity preparing sustainability reports, must disclose information on the percentage share of our portfolio financing
environmentally sustainable activities.
The content, methodology and presentation of disclosures concerning environmentally sustainable economic activities are specified in Commission
Delegated Regulation (EU) 2021/2178 of 6 July 2021, as amended by Commission Delegated Regulation (EU) 2026/73 of 4 July 2025. In accordance with
Delegated Regulation 2026/73, which has been effective since 1 January 2026 and allows reporting entities to choose the reporting rules for the 2025
financial year (under previous or new regulations), Santander Bank Polska Group has decided to apply the simplified and streamlined Taxonomy reporting
templates in line with the new regulatory approach.
The Group assessed the eligibility and alignment of all exposures for which the use of proceeds is known and chose not to define a materiality threshold
and not to present immaterial exposures separately, as they represent less than 10% of total specific purpose exposures.
In the case of credit institutions, the reporting obligations concerning Taxonomy disclosures became fully effective as of 2024, following the two-year
transition period. In line with existing regulations, starting from the disclosures for 2027, we will also include in this section the tabular disclosures
relating to the trading book, as well as fees and commissions not related to lending activities.
Summary of KPIs
The key performance indicator for sustainable activities of credit institutions is the green asset ratio (GAR), which represents the percentage share of
investments and exposures related to Taxonomy-aligned activities with regard to the six environmental objectives as a proportion of the assets included
in the GAR calculation. This ratio covers the main lending and investment activities of credit institutions, including loans and advances, debt securities,
and equity instruments in the banking book. It reflects the proportion of a credit institution's assets that finance environmentally sustainable activities.
As a result of the entry into force of Delegated Regulation 2026/73, the GAR calculation methodology has been significantly streamlined.
The GAR denominator is no longer defined as total gross assets less exposures to central governments and supranational institutions, exposures to
central banks and the trading book (which primarily meant that the denominator included exposures to all smaller-size customers not required to make
their own Taxonomy disclosures and excluded from the GAR numerator, resulting in a systematic and structural understatement of the ratio).
Starting from the present statement for 2025, the GAR denominator covers the same scope of exposures as the GAR numerator, namely:
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→ debt and equity exposures in the banking book for financial or non-financial entities required to make their own Taxonomy disclosures (directly or
indirectly as part of the consolidated Taxonomy disclosures of the parent entity);
→ loans secured by residential properties, building renovation loans and car loans for households;
→ loans for local governments for the purpose of financing housing needs and other specific purpose investments;
→ Collateral obtained by taking possession of residential and commercial immovable properties;
→ The new regulatory changes also allow us to voluntarily include, in a dedicated separate line of the GAR, selected Taxonomy-assessed exposures
to undertakings that are not subject to mandatory sustainability reporting, including the Taxonomy (they publish key performance indicators
(KPIs) relating to green assets on a voluntary basis, or the use of proceeds is known). This is an important change that increases the potential for
GAR improvement and better reflects the business characteristics of the portfolio.
KPIs and comparability of periods
The table below presents the summary of our KPIs for 2025 and the comparative period (2024), providing a static (as at the balance sheet date) and
dynamic view (flow in the reporting period in respect of active exposures as at the balance sheet date) in two variants for each view. As part of the static
view, exposures financing general corporate purposes of entities were assessed on the basis of turnover KPIs published by those entities. The dynamic
view is based on CapEx KPIs. We also included off-balance sheet KPIs related to financial guarantees and assets under management. The same approach
was also applied to other reporting templates published later in this chapter.
Please note that KPIs for 2024 are not comparable with KPIs for 2025.
In line with the regulatory guidance, the indicators for 2024 are presented in accordance with the previous GAR calculation methodology, i.e. they are not
recalculated under the new guidelines. This means that the denominator used for the calculation of last year’s GAR indicators was higher than the
denominator applied for the current indicators, which increases the level of the current indicators. In addition, KPIs for 2024 included Taxonomy-aligned
exposures of Santander Consumer Bank S.A. and its subsidiaries (mainly loans for RES purposes). Due to ownership changes in Santander Bank Polska
Group, Santander Consumer Bank S.A. was deconsolidated as at 31 December 2025. As a result, the current Taxonomy KPIs for 2025 do not include
exposures of Santander Consumer Bank S.A. and its subsidiaries.
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0. Summary of KPIs as at 31 December 2025
Total environmentally sustainable assets (currency)
KPI
% coverage
(over total assets)
non assessed exposures (% of covered assets)
non assessed exposures (% of covered assets)
TURNOVER
CAPEX
TURNOVER
CAPEX
TURNOVER
CAPEX
Main KPI
GAR stock
3,337,610
3,614,879
3.28%
3.56%
32.55%
0.00%
0.00%
Total environmentally sustainable assets (currency)
KPI
% coverage
(over total assets)
non assessed exposures (% of covered assets)
non assessed exposures (% of covered assets)
TURNOVER
CAPEX
TURNOVER
CAPEX
TURNOVER
CAPEX
Additional KPIs
Green asset ratio (GAR) flow
1,314,493
1,466,080
5.43%
6.05%
16.50%
0.00%
0.00%
Financial guarantees
1,480
1,053
0.80%
0.57%
-
Assets under management
524,495
823,866
1.68%
2.64%
-
0. Summary of KPIs as at 31 December 2024
Total environmentally sustainable assets (currency)
KPI
% coverage
(over total assets)
% of assets excluded from the GAR numerator
% of assets excluded from the GAR denominator
TURNOVER
CAPEX
TURNOVER
CAPEX
TURNOVER
CAPEX
Main KPI
GAR stock
1,777,547
2,428,830
0.78%*
1.06%*
73.43%
38.49%
26.57%
Total environmentally sustainable assets (currency)
KPI
% coverage
(over total assets)
% of assets excluded from the GAR numerator
% of assets excluded from the GAR denominator
TURNOVER
CAPEX
TURNOVER
CAPEX
TURNOVER
CAPEX
Additional KPIs
Green asset ratio (GAR) flow
592,960
492,598
1.02%
0.68%
79.20%
43.03%
20.80%
Financial guarantees
0
0
0.00%
0.00%
Assets under management
383,377
653,861
1.58%
2.70%
* In the statement, the GAR indicators for the comparable period have been adjusted due to the fact that their calculation took into account an incomplete scope of exposures covered by the assignment of Taxonomy KPIs. For 2024, the disclosed GAR
stock ratios were 0.63% based on turnover and 0.60% based on CapEx. After the recalculation, the ratios presented in the table above are higher and total 0.78% and 1.06%, respectively. The GAR flow ratios disclosed last year were 0.99% and 0.66%,
respectively, and after the recalculation they total 1.02% and 0.68%.
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Detailed disclosures on key and partial performance indicators
In the tables below, we present quantitative information reflecting the extent to which we finance Taxonomy-eligible or Taxonomy-aligned activities as at 31
December 2025, broken down by six environmental objectives, customer segments and financial instruments.
The figures presented in the tables come from the FINREP ITS, i.e. prudentially consolidated financial statements prepared for central banks. Information about
customers and products (including factoring ones) which was not available in FINREP ITS was taken from the corporate data warehouse in accordance with the
FINREP granularity. We also used information from specialised systems of the Business and Corporate Banking Division (BCBD), Corporate and Investment
Banking Division (CIBD) and Risk Management Division, as well as non-financial data from the system developed by Santander Bank Polska S.A. for the purpose
of ESG reporting. Lastly, we used external databases (ESG BIK, Clarity and EMIS) to obtain information about customers required to publish non-financial reports
and their capital connections, as well as Taxonomy KPIs derived from publicly available annual reports. Total assets presented in the balance sheet templates are
reconciled with FINREP ITS.
Data about customers and products of Santander TFI S.A. oraz Santander Leasing S.A. were obtained directly from those entities.
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1. Assets for the calculation of GAR stock as at 31.12.2025 – based on TURNOVER
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting
in accordance with Article 7(9)
Of which not assessed considered non-
material by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
101,633,916
56,831,262
3,337,610
3,253,839
58,838
164
24,731
37
0
347,989
12,940
567,811
0
0
0
0
2
Loans and advances, debt securities and equity instruments not
HfT eligible for GAR calculation
101,633,916
56,831,262
3,337,610
3,253,839
58,838
164
24,731
37
0
347,989
12,940
567,811
0
0
0
0
3
Financial undertakings
6,788,796
1,278,501
348,113
292,938
55,175
0
0
0
0
0
42
262,049
0
0
0
0
4
Loans and advances
2,185,197
449,221
122,343
102,952
19,391
0
0
0
0
0
15
92,096
0
0
0
0
5
Debt securities
4,027,158
828,972
225,770
189,986
35,784
0
0
0
0
0
27
169,953
0
0
0
0
6
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
7
Non-financial undertakings
11,183,572
1,984,646
759,595
731,000
3,663
164
24,731
37
0
347,989
12,898
305,762
0
0
0
8
Loans and advances
11,183,572
1,984,646
759,595
731,000
3,663
164
24,731
37
0
347,989
12,898
305,762
0
0
0
9
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
11
Households
83,503,931
53,455,008
2,117,617
2,117,617
0
0
0
0
0
0
0
0
12
of which loans collateralised by residential immovable
property
53,123,537
53,074,519
2,117,617
2,117,617
0
0
0
0
0
0
0
0
13
of which building renovation loans
0
29,571
0
0
0
0
0
0
0
0
0
0
14
of which motor vehicle loans
350,918
350,918
0
0
0
0
0
0
0
0
15
Local government financing
45,331
822
0
0
0
0
0
0
0
0
0
0
0
0
0
16
Housing financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
17
Other local government financing
45,331
822
0
0
0
0
0
0
0
0
0
0
0
0
0
18
Collateral obtained by taking possession of residential and
commercial immovable properties
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19
Exposures included on a voluntary basis
112,285
112,285
112,285
112,285
0
0
0
0
0
0
0
0
0
20
Total GAR assets
101,633,916
0
0
0
0
21
Assets not covered for GAR calculation
210,643,481
22
Central governments and supranational issuers
67,509,090
23
Central bank exposures
18,166,111
24
Trading book
17,348,739
25
Undertakings and entities not subject to CSRD disclosure
obligations
91,325,033
26
SMEs and other EU non-financial undertakings not subject to
CSRD disclosure obligations
63,607,989
27
Loans and advances
63,514,787
28
of which loans collateralised by commercial immovable
property
23,953,137
29
of which building renovation loans
577
30
Debt securities
27,270
31
Equity instruments
65,931
32
Non-EU country counterparties not subject to CSRD disclosure
obligations
785,735
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1. Assets for the calculation of GAR stock as at 31.12.2025 – based on TURNOVER
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting
in accordance with Article 7(9)
Of which not assessed considered non-
material by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
33
Loans and advances
785,735
34
Debt securities
0
35
Equity instruments
0
36
Derivatives
2,023,727
37
On demand interbank loans
1,377,335
38
Cash and cash-related assets
1,525,642
39
Other categories of assets (e.g. goodwill, commodities, etc.)
11,367,805
40
Total assets
312,277,397
Off-balance sheet exposures – undertakings obliged to publish non-financial information pursuant to CSRD
41
Financial guarantees
185,394
1,619
1,480
1,443
0
0
37
0
0
0
15
1,295
0
0
0
0
42
Assets under management
31,162,220
3,121,326
524,495
513,208
8,895
667
1,416
300
9
212,202
29,551
282,742
0
0
0
0
43
of which debt securities
26,231,694
1,797,355
414,187
403,917
8,647
118
1,197
299
9
190,266
19,356
204,564
0
0
0
0
44
of which equity instruments
4,999,452
1,323,972
110,307
109,291
247
549
219
1
0
21,935
10,195
78,179
0
0
0
0
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1. Assets for the calculation of GAR stock as at 31.12.2025 – based on CAPEX
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting in
accordance with Article 7(9)
Of which not assessed considered non-material
by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and
ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
101,633,916
58,141,606
3,614,879
3,588,284
1,389
20
0
6,628
18,558
347,989
18,558
629,028
0
0
0
0
2
Loans and advances, debt securities and equity instruments not
HfT eligible for GAR calculation
101,633,916
58,141,606
3,614,879
3,588,284
1,389
20
0
6,628
18,558
347,989
18,558
629,028
0
0
0
0
3
Financial undertakings
6,788,796
208,827
1
1
0
0
0
0
0
0
0
0
0
0
0
0
4
Loans and advances
2,185,197
10
1
1
0
0
0
0
0
0
0
0
0
0
0
0
5
Debt securities
4,027,158
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
7
Non-financial undertakings
11,183,572
4,364,665
1,384,976
1,358,382
1,389
20
0
6,628
18,558
347,989
18,558
629,028
0
0
0
8
Loans and advances
11,183,572
4,364,665
1,384,976
1,358,382
1,389
20
0
6,628
18,558
347,989
18,558
629,028
0
0
0
9
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
11
Households
83,503,931
53,455,008
2,117,617
2,117,617
0
0
0
0
0
0
0
0
12
of which loans collateralised by residential immovable property
53,123,537
53,074,519
2,117,617
2,117,617
0
0
0
0
0
0
0
0
13
of which building renovation loans
0
29,571
0
0
0
0
0
0
0
0
0
0
14
of which motor vehicle loans
350,918
350,918
0
0
0
0
0
0
0
0
15
Local government financing
45,331
822
0
0
0
0
0
0
0
0
0
0
0
0
0
16
Housing financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
17
Other local government financing
45,331
822
0
0
0
0
0
0
0
0
0
0
0
0
0
18
Collateral obtained by taking possession of residential and
commercial immovable properties
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19
Exposures included on a voluntary basis
112,285
112,285
112,285
112,285
0
0
0
0
0
0
0
0
0
0
20
Total GAR assets
101,633,916
0
0
0
0
21
Assets not covered for GAR calculation
210,643,481
22
Central governments and supranational issuers
67,509,090
23
Central bank exposures
18,166,111
24
Trading book
17,348,739
25
Undertakings and entities not subject to CSRD disclosure
obligations
91,325,033
26
SMEs and other EU non-financial undertakings not subject to
CSRD disclosure obligations
63,607,989
27
Loans and advances
63,514,787
28
of which loans collateralised by commercial immovable
property
23,953,137
29
of which building renovation loans
577
30
Debt securities
27,270
31
Equity instruments
65,931
32
Non-EU country counterparties not subject to CSRD disclosure
obligations
785,735
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1. Assets for the calculation of GAR stock as at 31.12.2025 – based on CAPEX
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting in
accordance with Article 7(9)
Of which not assessed considered non-material
by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and
ecosystems
(BIO)
33
Loans and advances
785,735
34
Debt securities
0
35
Equity instruments
0
36
Derivatives
2,023,727
37
On demand interbank loans
1,377,335
38
Cash and cash-related assets
1,525,642
39
Other categories of assets (e.g. goodwill, commodities, etc.)
11,367,805
40
Total assets
312,277,397
Off-balance sheet exposures – undertakings obliged to publish non-financial information pursuant to CSRD
41
Financial guarantees
185,394
18,154
1,053
1,053
0
0
0
0
0
0
0
908
0
0
0
0
42
Assets under management
31,162,220
2,530,493
823,866
817,916
3,086
603
1,747
464
50
261,331
62,496
500,041
0
0
0
0
43
of which debt securities
26,231,694
1,588,344
607,387
602,614
2,798
131
1,358
463
23
215,748
45,378
346,263
0
0
0
0
44
of which equity instruments
4,999,452
942,151
216,479
215,302
288
472
389
1
27
45,584
17,118
153,777
0
0
0
0
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1. Assets for the calculation of GAR flow as at 31.12.2025 – based on TURNOVER
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting in
accordance with Article 7(9)
Of which not assessed considered non-material
by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and
ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
24,224,582
7,669,090
1,314,493
1,294,259
19,398
0
837
0
0
211,248
11,338
294,951
0
0
0
0
2
Loans and advances, debt securities and equity instruments not
HfT eligible for GAR calculation
24,224,582
7,669,090
1,314,493
1,294,259
19,398
0
837
0
0
211,248
11,338
294,951
0
0
0
0
3
Financial undertakings
2,182,290
449,215
122,343
102,952
19,391
0
0
0
0
0
15
92,096
0
0
0
0
4
Loans and advances
2,182,290
449,215
122,343
102,952
19,391
0
0
0
0
0
15
92,096
0
0
0
0
5
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
7
Non-financial undertakings
2,607,597
795,463
442,940
442,097
7
0
837
0
0
211,248
11,323
202,856
0
0
0
8
Loans and advances
2,607,597
795,463
442,940
442,097
7
0
837
0
0
211,248
11,323
202,856
0
0
0
9
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
11
Households
19,434,696
6,424,413
749,211
749,211
0
0
0
0
0
0
0
0
12
of which loans collateralised by residential immovable property
6,234,275
6,217,308
749,211
749,211
0
0
0
0
0
0
0
0
13
of which building renovation loans
0
2,269
0
0
0
0
0
0
0
0
0
0
14
of which motor vehicle loans
204,836
204,836
0
0
0
0
0
0
0
0
15
Local government financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
16
Housing financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
17
Other local government financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
18
Collateral obtained by taking possession of residential and
commercial immovable properties
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19
Exposures included on a voluntary basis
0
0
0
0
0
0
0
0
0
0
0
0
0
0
20
Total GAR assets
24,224,582
0
0
0
0
21
Assets not covered for GAR calculation
122,619,493
22
Central governments and supranational issuers
63,950,067
23
Central bank exposures
8,819,138
24
Trading book
6,802,318
25
Undertakings and entities not subject to CSRD disclosure
obligations
40,010,164
26
SMEs and other EU non-financial undertakings not subject to
CSRD disclosure obligations
14,177,018
27
Loans and advances
14,177,018
28
of which loans collateralised by commercial immovable
property
3,304,101
29
of which building renovation loans
144
30
Debt securities
0
31
Equity instruments
0
32
Non-EU country counterparties not subject to CSRD disclosure
obligations
315,014
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
253
1. Assets for the calculation of GAR flow as at 31.12.2025 – based on TURNOVER
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting in
accordance with Article 7(9)
Of which not assessed considered non-material
by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and
marine resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and
ecosystems
(BIO)
33
Loans and advances
315,014
34
Debt securities
0
35
Equity instruments
0
36
Derivatives
621,974
37
On demand interbank loans
1,377,335
38
Cash and cash-related assets
299,210
39
Other categories of assets (e.g. goodwill, commodities, etc.)
739,287
40
Total assets
146,844,075
Off-balance sheet exposures – undertakings obliged to publish non-financial information pursuant to CSRD
41
Financial guarantees
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
42
Assets under management
16,174,616
1,309,859
243,463
240,221
2,352
13
813
61
3
97,951
24,769
120,741
0
0
0
0
43
of which debt securities
13,814,577
602,514
175,918
172,980
2,216
13
645
61
3
92,027
16,013
67,878
0
0
0
0
44
of which equity instruments
2,432,878
707,344
67,546
67,241
136
0
168
1
0
5,925
8,756
52,864
0
0
0
0
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
254
1. Assets for the calculation of GAR flow as at 31.12.2025 – based on CAPEX
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting
in accordance with Article 7(9)
Of which not assessed considered non-
material by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution
(PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
24,224,582
8,337,494
1,466,080
1,454,514
6
20
0
4,346
7,195
211,248
7,195
457,823
0
0
0
0
2
Loans and advances, debt securities and equity instruments not
HfT eligible for GAR calculation
24,224,582
8,337,494
1,466,080
1,454,514
6
20
0
4,346
7,195
211,248
7,195
457,823
0
0
0
0
3
Financial undertakings
2,182,290
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4
Loans and advances
2,182,290
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
7
Non-financial undertakings
2,607,597
1,913,078
716,869
705,303
6
20
0
4,346
7,195
211,248
7,195
457,823
0
0
0
8
Loans and advances
2,607,597
1,913,078
716,869
705,303
6
20
0
4,346
7,195
211,248
7,195
457,823
0
0
0
9
Debt securities
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
0
0
0
0
0
0
0
0
0
0
0
0
0
0
11
Households
19,434,696
6,424,413
749,211
749,211
0
0
0
0
0
0
0
0
12
of which loans collateralised by residential immovable
property
6,234,275
6,217,308
749,211
749,211
0
0
0
0
0
0
0
0
13
of which building renovation loans
0
2,269
0
0
0
0
0
0
0
0
0
0
14
of which motor vehicle loans
204,836
204,836
0
0
0
0
0
0
0
0
15
Local government financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
16
Housing financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
17
Other local government financing
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
18
Collateral obtained by taking possession of residential and
commercial immovable properties
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19
Exposures included on a voluntary basis
0
0
0
0
0
0
0
0
0
0
0
0
0
0
20
Total GAR assets
24,224,582
0
0
0
0
21
Assets not covered for GAR calculation
122,619,493
22
Central governments and supranational issuers
63,950,067
23
Central bank exposures
8,819,138
24
Trading book
6,802,318
25
Undertakings and entities not subject to CSRD disclosure
obligations
40,010,164
26
SMEs and other EU non-financial undertakings not subject to
CSRD disclosure obligations
14,177,018
27
Loans and advances
14,177,018
28
of which loans collateralised by commercial immovable
property
3,304,101
29
of which building renovation loans
144
30
Debt securities
0
31
Equity instruments
0
32
Non-EU country counterparties not subject to CSRD disclosure
obligations
315,014
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
255
1. Assets for the calculation of GAR flow as at 31.12.2025 – based on CAPEX
PLN k
Total [gross]
carrying amount
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of
proceeds
Of which
transitional
Of which
enabling
Non-assessed
exposures
Of which financing non-material
activities of counterparties
Of which exposures financing counterparties reporting
in accordance with Article 7(9)
Of which not assessed considered non-
material by the credit institution
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution
(PPC)
Biodiversity
and ecosystems
(BIO)
33
Loans and advances
315,014
34
Debt securities
0
35
Equity instruments
0
36
Derivatives
621,974
37
On demand interbank loans
1,377,335
38
Cash and cash-related assets
299,210
39
Other categories of assets (e.g. goodwill, commodities, etc.)
739,287
40
Total assets
146,844,075
Off-balance sheet exposures – undertakings obliged to publish non-financial information pursuant to CSRD
41
Financial guarantees
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
42
Assets under management
16,174,616
1,069,172
366,967
365,910
514
15
406
93
29
109,643
38,136
219,188
0
0
0
0
43
of which debt securities
13,814,577
555,210
255,502
254,857
279
15
256
92
3
96,700
34,565
124,239
0
0
0
0
44
of which equity instruments
2,432,878
513,964
111,465
111,053
235
0
150
1
26
12,943
3,572
94,949
0
0
0
0
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
256
2. GAR stock sector information as at 31.12.2025 – based on TURNOVER
Breakdown by sector – NACE 4 digits level (code and label)
Total [gross] carrying amount
Of which Taxonomy-eligible
Of which Taxonomy-aligned
Climate change mitigation (CCM)
Climate change adaptation (CCA)
Water and marine resources (WMR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and ecosystems (BIO)
1
46.32 – Wholesale of meat and meat products
513,143
0
0
0
0
0
0
0
0
2
20.15 – Manufacture of fertilisers and nitrogen compounds
336,670
536
6
6
0
0
0
0
0
3
47.72 – Retail sale of footwear and leather goods in
specialised stores
302,415
0
0
0
0
0
0
0
0
4
61.10 – Wired telecommunications activities
234,765
1,409
1,409
188
0
0
1,221
0
0
5
46.46 – Wholesale of pharmaceutical goods
106,525
0
0
0
0
0
0
0
0
6
63.12 – Web portals
37,287
0
0
0
0
0
0
0
0
7
22.22 – Manufacture of plastic packaging goods
30,481
0
0
0
0
0
0
0
0
8
27.40 – Manufacture of electric lighting equipment
30,259
26,988
26,988
26,988
0
0
0
0
0
9
47.41 – Retail sale of computers, peripheral units and
software in specialised stores
28,477
0
0
0
0
0
0
0
0
10
46.42 – Wholesale of clothing and footwear
25,406
0
0
0
0
0
0
0
0
11
Nuclear activities
0
0
0
12
Fossil gas activities
788,785
663,956
136,741
13
Of which non-incurred risks
0
2. GAR stock sector information at 31.12.2025 – based on CAPEX
Breakdown by sector – NACE 4 digits level (code and label)
Total [gross] carrying amount
Of which Taxonomy-eligible
Of which Taxonomy-aligned
Climate change mitigation (CCM)
Climate change adaptation (CCA)
Water and marine resources (WMR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and ecosystems (BIO)
1
46.32 – Wholesale of meat and meat products
513,143
0
0
0
0
0
0
0
0
2
20.15 – Manufacture of fertilisers and nitrogen compounds
336,670
1,213
13
13
0
0
0
0
0
3
47.72 – Retail sale of footwear and leather goods in
specialised stores
302,415
0
0
0
0
0
0
0
0
4
61.10 – Wired telecommunications activities
234,765
10,823
70
70
0
0
0
0
0
5
46.46 – Wholesale of pharmaceutical goods
106,525
0
0
0
0
0
0
0
0
6
63.12 – Web portals
37,287
0
0
0
0
0
0
0
0
7
22.22 – Manufacture of plastic packaging goods
30,481
0
0
0
0
0
0
0
0
8
27.40 – Manufacture of electric lighting equipment
30,259
23,917
21,635
21,635
0
0
0
0
0
9
47.41 – Retail sale of computers, peripheral units and
software in specialised stores
28,477
0
0
0
0
0
0
0
0
10
46.42 – Wholesale of clothing and footwear
25,406
0
0
0
0
0
0
0
0
11
Nuclear activities
0
0
0
12
Fossil gas activities
1,087,189
640,328
136,741
13
Of which non-incurred risks
0
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
257
3. GAR KPI stock as at 31.12.2025 – based on TURNOVER
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Proportion of Taxonomy-
aligned in Taxonomy-eligible
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
55.92%
3.28%
3.20%
0.06%
0.00%
0.02%
0.00%
0.00%
0.34%
0.01%
0.56%
5.87%
0.00%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
55.92%
3.28%
3.20%
0.06%
0.00%
0.02%
0.00%
0.00%
0.34%
0.01%
0.56%
5.87%
0.00%
3
Financial undertakings
18.83%
5.13%
4.32%
0.81%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
3.86%
27.23%
0.00%
4
Loans and advances
20.56%
5.60%
4.71%
0.89%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.21%
27.23%
0.00%
5
Debt securities
20.58%
5.61%
4.72%
0.89%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.22%
27.23%
0.00%
6
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
7
Non-financial undertakings
17.75%
6.79%
6.54%
0.03%
0.00%
0.22%
0.00%
0.00%
3.11%
0.12%
2.73%
38.27%
0.00%
8
Loans and advances
17.75%
6.79%
6.54%
0.03%
0.00%
0.22%
0.00%
0.00%
3.11%
0.12%
2.73%
38.27%
0.00%
9
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
11
Households
64.01%
2.54%
2.54%
0.00%
0.00%
0.00%
0.00%
0.00%
3.96%
0.00%
12
of which loans collateralised by residential immovable property
99.91%
3.99%
3.99%
0.00%
0.00%
0.00%
0.00%
0.00%
3.99%
0.00%
13
of which building renovation loans
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
14
of which motor vehicle loans
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
15
Local government financing
1.81%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
17
Other local government financing
1.81%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained by taking possession of residential and commercial immovable properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included on a voluntary basis
100.00%
100.00%
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
20
GAR - Total GAR assets
55.92%
3.28%
3.20%
0.06%
0.00%
0.02%
0.00%
0.00%
0.34%
0.01%
0.56%
5.87%
0.00%
Management Board Report on Santander Bank Polska Group Performance in 2025
(including Report on Santander Bank Polska S.A. Performance)
258
3. GAR KPI stock as at 31.12.2025 – based on CAPEX
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Proportion of Taxonomy-
aligned in Taxonomy-eligible
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
57.21%
3.56%
3.53%
0.00%
0.00%
0.00%
0.01%
0.02%
0.34%
0.02%
0.62%
6.22%
0.00%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
57.21%
3.56%
3.53%
0.00%
0.00%
0.00%
0.01%
0.02%
0.34%
0.02%
0.62%
6.22%
0.00%
3
Financial undertakings
3.08%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4
Loans and advances
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
7.09%
0.00%
5
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
6
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
7
Non-financial undertakings
39.03%
12.38%
12.15%
0.01%
0.00%
0.00%
0.06%
0.17%
3.11%
0.17%
5.62%
31.73%
0.00%
8
Loans and advances
39.03%
12.38%
12.15%
0.01%
0.00%
0.00%
0.06%
0.17%
3.11%
0.17%
5.62%
31.73%
0.00%
9
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
11
Households
64.01%
2.54%
2.54%
0.00%
0.00%
0.00%
0.00%
0.00%
3.96%
0.00%
12
of which loans collateralised by residential immovable property
99.91%
3.99%
3.99%
0.00%
0.00%
0.00%
0.00%
0.00%
3.99%
0.00%
13
of which building renovation loans
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
14
of which motor vehicle loans
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
15
Local government financing
1.81%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
17
Other local government financing
1.81%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained by taking possession of residential and commercial immovable properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included on a voluntary basis
100.00%
100.00%
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
100.00%
20
GAR - Total GAR assets
57.21%
3.56%
3.53%
0.00%
0.00%
0.00%
0.01%
0.02%
0.34%
0.02%
0.62%
6.22%
0.00%
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4. GAR KPI flow as at 31.12.2025 – based on TURNOVER
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Proportion of Taxonomy-
aligned in Taxonomy-eligible
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
31.66%
5.43%
5.34%
0.08%
0.00%
0.00%
0.00%
0.00%
0.87%
0.05%
1.22%
17.14%
0.00%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
31.66%
5.43%
5.34%
0.08%
0.00%
0.00%
0.00%
0.00%
0.87%
0.05%
1.22%
17.14%
0.00%
3
Financial undertakings
20.58%
5.61%
4.72%
0.89%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.22%
27.23%
0.00%
4
Loans and advances
20.58%
5.61%
4.72%
0.89%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.22%
27.23%
0.00%
5
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
6
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
7
Non-financial undertakings
30.51%
16.99%
16.95%
0.00%
0.00%
0.03%
0.00%
0.00%
8.10%
0.43%
7.78%
55.68%
0.00%
8
Loans and advances
30.51%
16.99%
16.95%
0.00%
0.00%
0.03%
0.00%
0.00%
8.10%
0.43%
7.78%
55.68%
0.00%
9
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
11
Households
33.06%
3.86%
3.86%
0.00%
0.00%
0.00%
0.00%
0.00%
11.66%
0.00%
12
of which loans collateralised by residential immovable property
99.73%
12.02%
12.02%
0.00%
0.00%
0.00%
0.00%
0.00%
12.05%
0.00%
13
of which building renovation loans
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
14
of which motor vehicle loans
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
15
Local government financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
17
Other local government financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained by taking possession of residential and commercial immovable properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included on a voluntary basis
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
20
GAR - Total GAR assets
31.66%
5.43%
5.34%
0.08%
0.00%
0.00%
0.00%
0.00%
0.87%
0.05%
1.22%
17.14%
0.00%
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4. GAR KPI flow as at 31.12.2025 – based on CAPEX
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Proportion of Taxonomy-
aligned in Taxonomy-eligible
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
GAR – Covered assets in both numerator and denominator
34.42%
6.05%
6.00%
0.00%
0.00%
0.00%
0.02%
0.03%
0.87%
0.03%
1.89%
17.58%
0.00%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
34.42%
6.05%
6.00%
0.00%
0.00%
0.00%
0.02%
0.03%
0.87%
0.03%
1.89%
17.58%
0.00%
3
Financial undertakings
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.13%
0.00%
4
Loans and advances
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
4.13%
0.00%
5
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
6
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
7
Non-financial undertakings
73.37%
27.49%
27.05%
0.00%
0.00%
0.00%
0.17%
0.28%
8.10%
0.28%
17.56%
37.47%
0.00%
8
Loans and advances
73.37%
27.49%
27.05%
0.00%
0.00%
0.00%
0.17%
0.28%
8.10%
0.28%
17.56%
37.47%
0.00%
9
Debt securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
11
Households
33.06%
3.86%
3.86%
0.00%
0.00%
0.00%
0.00%
0.00%
11.66%
0.00%
12
of which loans collateralised by residential immovable property
99.73%
12.02%
12.02%
0.00%
0.00%
0.00%
0.00%
0.00%
12.05%
0.00%
13
of which building renovation loans
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
14
of which motor vehicle loans
100.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
15
Local government financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
17
Other local government financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained by taking possession of residential and commercial immovable properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included on a voluntary basis
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
20
GAR - Total GAR assets
34.42%
6.05%
6.00%
0.00%
0.00%
0.00%
0.02%
0.03%
0.87%
0.03%
1.89%
17.58%
0.00%
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5. KPI off-balance sheet exposures stock as at 31.12.2025 – based on TURNOVER
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
Financial guarantees (FinGuar KPI)
0.87%
0.80%
0.78%
0.00%
0.00%
0.02%
0.00%
0.00%
0.00%
0.01%
0.70%
0.00%
2
Assets under management (AuM KPI)
10.02%
1.68%
1.65%
0.03%
0.00%
0.00%
0.00%
0.00%
0.68%
0.09%
0.91%
0.00%
5. KPI off-balance sheet exposures stock as at 31.12.2025 – based on CAPEX
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
Financial guarantees (FinGuar KPI)
9.79%
0.57%
0.57%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.49%
0.00%
2
Assets under management (AuM KPI)
8.12%
2.64%
2.62%
0.01%
0.00%
0.01%
0.00%
0.00%
0.84%
0.20%
1.60%
0.00%
5. KPI off-balance sheet exposures flow as at 31.12.2025 – based on TURNOVER
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
Financial guarantees (FinGuar KPI)
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
2
Assets under management (AuM KPI)
8.10%
1.51%
1.49%
0.01%
0.00%
0.01%
0.00%
0.00%
0.61%
0.15%
0.75%
0.00%
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5. KPI off-balance sheet exposures flow as at 31.12.2025 – based on CAPEX
PLN k
Of which
Taxonomy-eligible
Of which
Taxonomy-aligned
Breakdown per environmental objective
Of which use of proceeds
Of which transitional
Of which enabling
Non-assessed exposures (3)
Climate change
mitigation
(CCM)
Climate change
adaptation (CCA)
Water and marine
resources
(WMR)
Circular economy
(CE)
Pollution (PPC)
Biodiversity
and ecosystems
(BIO)
1
Financial guarantees (FinGuar KPI)
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
2
Assets under management (AuM KPI)
6.61%
2.27%
2.26%
0.00%
0.00%
0.00%
0.00%
0.00%
0.68%
0.24%
1.36%
0.00%
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Rules for Taxonomy assessment for the purpose of GAR reporting for 2025
Identification of customers subject to CSRD and general rules
We identify financial and non-financial entities which are subject to Taxonomy assessment and included in the GAR numerator using databases of third parties,
i.e. BIK (in the case of domestic companies) and Clarity (in the case of EU companies registered outside Poland).
The identified customers were required to make their own Taxonomy disclosures for 2024 as they are public-interest entities, meet the definition of a large
company and employ more than 500 people on average per year.
The list of customers was extended based on data from an external platform EMIS to include special purpose vehicles and subsidiaries of entities that meet
CSRD criteria. As part of the review of the database of entities subject to assessment in terms of Taxonomy eligibility and Taxonomy alignment, we analysed
the active portfolio of customers based on expert judgment and internal systems which have been steadily updated since 2024 using information about
employment and financial data on turnover and total assets provided by customers.
In the case of general purpose credit exposures or bonds used by financial and non-financial entities to finance their working capital needs, we calculated the
value of Taxonomy-eligible and Taxonomy-aligned assets as a product of the gross value of exposures and relevant turnover and CapEx KPIs reported by our
customers or their parent entities. We obtained those KPIs from the above-mentioned third party providers. They come from the publicly available statements
on non-financial information for 2024 published by entities subject to CRSD. If there were any doubts as to the accuracy of KPIs provided by third parties, we
analysed the source information, i.e. Taxonomy disclosures published by the aforementioned financial or non-financial entities.
In the case of granted loans and leases as well as acquired bonds financing specific purposes (assets, projects), we assessed the financed economic activities
on a case-by-case basis in terms of their Taxonomy eligibility. If the result of the assessment was positive, we analysed them in terms of Taxonomy alignment,
i.e. if they met the technical screening criteria and the minimum social safeguards criteria.
The methodology, analysis and results of both stages of the Taxonomy assessment were reviewed and approved by the ESG Panel. The Panel reviews the
transactions made by business units of Santander Bank Polska Group and decides if they meet the Taxonomy criteria and internal criteria for sustainable
finance and investment classification (SFICS). The final templates are aggregated at the level of Santander Bank Polska S.A. as a parent entity.
Off-balance sheet exposures to non-financial entities subject to CSRD (i.e. financial guarantees granted by the Bank and assets managed by Santander TFI
S.A.) are assessed as Taxonomy-eligible and Taxonomy-aligned based on the indicators concerning turnover and capital expenditure.
Assessment of exposures to CSRD customers
Assessment of Taxonomy eligibility of exposures to CSRD customers
Transactions with credit institutions and other financial institutions (understood exclusively as insurance companies, investment firms and asset managers)
gave rise to general purpose exposures and qualified as Taxonomy-eligible or Taxonomy-aligned to the extent indicated by the KPIs published by the above-
mentioned customers.
In the Corporate and Investment Banking Division, we used expert judgment to assess Taxonomy eligibility of specific purpose exposures to corporate
customers subject to CSRD arising from term/investment loans, syndicated loans, trade finance and project finance in terms of their Taxonomy eligibility in
relation to individual environmental objectives.
Taxonomy-eligible debt instruments were identified either on the basis of expert judgment (in the case of older exposures) or digitalised results of the
questionnaire obligatorily completed by CSRD customers applying for specific purpose loans as part of the regular classification of loans based on the
Taxonomy and the internal Sustainable Finance and Investment Classification System (in the case of new exposures).
Taxonomy eligibility of leasing transactions with customers subject to CSRD was assessed on the basis of the leased assets.
Assessment of Taxonomy alignment of exposures to customers subject to CSRD
As mentioned above, Taxonomy alignment of exposures financing general corporate purposes of CSRD customers is assessed on the basis of Taxonomy KPIs
published by those entities. Below we describe in detail our approach to assessing Taxonomy alignment of specific purpose exposures.
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Exposures financing specific purposes (assets/projects) classified by the ESG Panel of Santander Bank Polska S.A. as sustainable finance in line with the internal
Sustainable Finance and Investment Classification System (SFICS) were thoroughly reviewed in terms of Taxonomy alignment.
The verification of technical screening criteria and the DNSH criterion is based on the analysis of technical documentation of the project, environmental
decisions and other reports provided by the customer. The assessment covers the environmental and social impact as well as the investor’s effectiveness in
implementing the required mitigation and compensation measures to protect the environment and local community. Furthermore, to identify potential
physical risks in the location of the financed investment, the Bank uses a database fed with data from an external EU provider.
The environmental and social analysis is conducted in line with the Equator Principles, a formal methodology adopted by the Bank to assess investments
related to projects.
Each majority investor is also verified in terms of compliance with the minimum safeguards. Specifically, the Bank checks if the investor has rules or due
diligence processes in place regarding human rights, good tax practices, fair competition and prevention of corruption, and if all employees and suppliers are
required to adhere to them. To that end, in 2024 we introduced two types of statements for customers, with requirements and wording depending on the size
of their business. Investors in projects classified by Santander Bank Polska S.A. as Taxonomy-aligned comply with the minimum safeguards.
We keep improving our reporting systems and processes by developing new solutions to facilitate the certification of transactions.
At the same time, we are aware of challenges connected with the robust criteria for assessing different types of economic activities and the availability of the
underlying data. Similarly to the last year, there were insufficient data about certain assets and activities to confirm that they were Taxonomy-aligned.
Another issue is the lack of consistent rules or sufficient evidence to assess the DNSH and the minimum social safeguards criteria.
Due to the above limitations, Santander Bank Polska S.A. updates the internal Sustainable Finance and Investment Classification System (SFICS) on an ongoing
basis. It sets out the criteria to be met by specific and general purpose lending to be classified as green, social or sustainable finance. The system is based on
the recognised market standards, in particular the Taxonomy in respect of technical screening criteria. Other guidelines that our system refers to are: ICMA
Social and Green Bond Principles, Climate Bond Standards and LMA Sustainability Linked Loan Principles. This regulation was updated in 2025 in line with
evolving market standards and regulations.
In 2025, we assessed an exposure of the Business and Corporate Banking customer subject to CSDR in terms of its alignment with the Taxonomy. The financing
has been classified under activity 7.7 “Acquisition and ownership of buildings”, contributing to the climate change mitigation objective. The Taxonomy-
alignment was confirmed by the Second Party Opinion. The exposure meets the criteria for substantial contribution as the financed property is among the 15%
most energy-efficient residential buildings in Poland in terms of primary energy demand (PED), in accordance with the data provided by the Ministry of
Development and Technology. At the same time, the “do no significant harm” (DNSH) requirements have been met, as confirmed through the assessment of
physical risks and climate resilience, which included the analysis of exposure, vulnerability and planned adaptation measures in line with the Taxonomy
guidelines. The investment also meets the minimum safeguards, including the requirements relating to human rights, business ethics and compliance. As at
31 December 2025, the above exposure totalled PLN 211.2m.
In the Taxonomy disclosure for 2024, one transaction of the special purpose vehicle of CRSD customer was identified as Taxonomy-aligned, based on the
certification made by the ESG Panel. The transaction is still active and managed by the Corporate and Investment Banking Division. As part of the transaction,
a loan of PLN 237.6m was granted. As at 31 December 2025, its carrying amount was PLN 136.7m. The assessed activity is electricity generation from wind
power, which contributes to climate change mitigation. The verification of the “do no significant harm” (DNSH) principle and compliance with the minimum
safeguards is described in detail in the previous annual report.
Assessment of Taxonomy eligibility and Taxonomy alignment of exposures to households
We identified the following finance for households as Taxonomy-eligible: home loans and cash loans for environmentally sustainable purposes, including
improvement of energy efficiency of buildings, renewable energy systems, motorbikes, passenger cars and vans up to 3.5t, granted on or after 1 January 2022.
Such loans for households are presented in the quantitative disclosure tables under “loans collateralised by residential properties”, “building renovation loans”
and “motor vehicle loans” as Taxonomy-eligible products contributing to climate change mitigation (CCM).
As part of reporting for 2025, the Taxonomy-aligned products included only mortgage loans granted to personal customers of Santander Bank Polska S.A. for
purchase of residential properties that:
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→ met the criterion of substantial contribution based on the analysis of energy performance certificates obtained from customers and recorded in the Bank’s
systems since 2024 as well as historical data from the central register of energy performance of buildings (including certificates issued in Poland since
2015);
→ were positively verified in terms of physical risks.
According to existing regulations, the criterion for substantial contribution to climate change mitigation is considered to be met for residential buildings
constructed before 31 December 2020 if the building is among the 15% most energy-efficient buildings in the country or region in terms of primary energy
demand (PED). According to the analysis of PED distribution conducted in Q3 2025 by the Ministry of Development and Technology based on the central
register of energy performance of buildings, top 15% energy-efficient buildings built before 31 December 2020 (which have energy performance certificates
in place) have PED below 73.2 kWh/(m
2
*year) in the case of single-family houses and below 83.18 kWh/(m
2
*year) in the case of multi-family houses.
For buildings built after 31 December 2020, the criterion of substantial contribution to climate change mitigation is met if the EP ratio is at least 10% lower
than the threshold set for nearly zero-energy buildings, which, according to the national legislation (Notice of the Minister of Infrastructure of 12 April 2002
on the technical conditions to be met by buildings and their locations), means below 63 kWh/(m
2
*year) for single-family houses and below 58.5 kWh/(m
2
*
year) for multi-family houses.
We verified compliance with the “do no significant harm” principle in relation to climate change mitigation by analysing the exposure of the financed properties
to physical risks based on their address and data obtained from an external database containing information on the presence or absence of material
climate-related risks in the respective area.
We chose not to analyse the minimum safeguards in relation to mortgage loans as it is virtually impossible to verify the underlying rules in the case of
properties purchased by consumers on the secondary market. Likewise, such analysis is not feasible in the case of properties bought on the primary market or
developed and managed by consumers themselves as it would need to cover a wide range of contractors, manufacturers of components or lessors of
construction machines. Furthermore, the requirements set out in Commission Notice no. C/2024/6691 on the interpretation and implementation of certain
legal provisions of the Disclosures Delegated Act under Article 8 of the EU Taxonomy Regulation regarding the assessment of compliance with the minimum
safeguards by manufacturers of goods purchased by consumers do not directly apply to properties and the examples of minimum safeguards verification
provided in the notice refer primarily to manufacturers of goods such as photovoltaic panels or electric vehicles.
As there is no established uniform market practice in this respect, it cannot be ruled out that, in future reporting periods, the methodological assumption for
not performing a specific assessment of compliance with the minimum safeguards for these exposures may be revised.
We concluded that Taxonomy-eligible financing for other purposes of households was not Taxonomy-aligned in full, as it was not possible to obtain sufficient
documentary evidence of compliance with the minimum safeguards and certain technical screening criteria. In line with Commission Notice no. C/2024/6691,
in order to disclose a loan granted to a retail customer for the purchase of a product as Taxonomy-aligned, a credit institution should not only establish if the
product meets the relevant technical screening criteria, but also obtain documentary evidence that the producer complies with the minimum safeguards. As
there are no systemic solutions in place for gathering information about producers and certain product features (e.g. SPF in the case of heat pumps), it is not
possible to assess the Taxonomy alignment of exposures presented in the quantitative disclosures under building renovation loans.
Local governments
The scope of disclosure includes loans to local governments for investment purposes, including for financing residential properties, and other.
As part of the assessment of exposures to local governments, one exposure related to the financing of a bus depot was identified as Taxonomy-eligible. The
transaction was not considered to be Taxonomy aligned.
Voluntary disclosures
In the Business and Corporate Banking segment, one specific purpose transaction with non-CSRD customer was identified in 2024 and assessed as complying
with the technical screening criteria of the Taxonomy and the minimum safeguards. As part of the transaction, a loan of PLN 115m was granted and was still
active in 2025. The gross carrying amount as at 31 December 2025 was PLN 112,3m. The assessed activity is the acquisition and ownership of buildings, which
contributes to climate change adaptation. The verification of technical screening criteria concluded that the customer had assessed physical climate risk
relevant to its operations using external databases. It identified the main threats and took measures to increase resilience.
The compliance with the minimum safeguards, technical screening criteria and DNSH criterion was evidenced by multiple reports, legal documents, certificates
and the Second Party Opinion. The analysis presented in the documentation was assessed by the Bank as reasonable, relevant and performed with due
diligence.
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In line with the amended law, we present the above exposure in the GAR numerator on a voluntary basis.
Compliance with Regulation (EU) 2020/852 in the financial undertaking’s business strategy, product
design processes and engagement with clients and counterparties
One of the priorities of the Total Responsibility area of the Group’s business strategy is to support customers in their sustainable transition.
The direction of this transition is linked with climate goals of the EU Taxonomy, namely: adaptation to and mitigation of climate changes. We support our
clients by engaging in dialogue on the assessment of their investments in terms of alignment with the EU Taxonomy, in particular with the criteria for
substantial contribution to environmental objectives. It is particularly important in the case of such customers as managers of older commercial properties
who look to improve energy efficiency of the buildings.
An important step towards transformation of the energy system in Poland is to support projects related to renewable energy sources and other low-carbon
solutions delivered by customers which currently generate energy mainly from conventional sources. Santander Bank Polska S.A. actively contributes to that
process.
We steadily increase the value of lending granted for environmentally sustainable purposes. Such purposes include renewable energy sources, improvement
of energy efficiency of buildings and electromobility.
For more information, see Sustainability Statement, section 2.4. “Actions and resources in relation to climate change policies (E1-3)”.
According to the SFICS assumptions described above, Taxonomy-aligned environmentally sustainable finance is a sub-group of transactions that meet the
internal criteria. In 2025, the value of the latter finance was PLN 10,156 m (PLN 8,669 m in 2024), and increased by 17% YoY, reflecting a dynamic growth of
the Bank’s investments in sustainable projects. In 2025, GAR (stock) was 3.28% (based on turnover) and 3.56% (based on CapEx).
Taxonomy-aligned activities and the sustainable development agenda
Due to the high level of difficulty of the Taxonomy assessment of credit institutions as well as strict technical screening criteria and other conditions which must
be met to classify financing as Taxonomy-aligned, the quantitative Taxonomy disclosures of Santander Bank Polska Group have not precisely reflected the
extent of measures taken by the Group as part of its sustainable development agenda. The results of the initiatives supporting environmental sustainability
and energy transition are presented in more detail in the Sustainability Statement, section 2.4. “Actions and resources in relation to climate change policies
(E1-3)”.
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3. Social information
3.1 Our people – own workforce (ESRS S1)
3.1.1 Impacts, risks and opportunity management
Material impacts in the area of own workforce
The results of the double materiality assessment clearly indicate that topics of working conditions, equal treatment and equal opportunities as well as
employee data protection are material to our business:
→ Working conditions
In the working conditions area, we identified the importance of flexible solutions to create work-life balance, as well as promote the health and well-
being of employees by initiatives that support workplace safety and comfort.
IRO identifier
Type of IRO
Description and location of impacts
S1.I1
Impact
Flexible working conditions that enable employees to achieve work-life balance.
S1.I2
Promoting employee health and well-being through appropriate monitoring and best practices,
as well as health and safety initiatives.
S1.I3
Potential harm to employees through exposure to longer working hours, controversies related to
corruption and human rights violations, or proven breaches.
S1.I4
Protection of employees through adequate wages and benefits, positive impact on employees’
wages in connection with adjusting wages to current economic situation in Poland.
→ Equal treatment and opportunities for all
Equal treatment includes measures to equalise salaries, increase the proportion of women in senior positions and promote professional development
through training.
IRO identifier
Type of IRO
Description and location of impacts
S1.I5
Impact
Upskilling the employees through training and professional development initiatives.
S1.I6
Gender pay gaps and the participation of women at all levels of employment.
→ Other work-related rights
In the context of other labour-related rights, we focused on the need to ensure employee privacy in connection with the use of advanced IT infrastructure
and data management systems.
IRO identifier
Type of IRO
Description and location of impacts
S1.I7
Impact
Lack of employee privacy protection due to the database infrastructure and data management
software used by the Bank to host and manage all operations.
Policies related to own workforce (S1-1)
Our employees play a key role in the implementation of the Group's strategy and objectives, so we listen to their voice and we try to get their point of view. In
the "We help you achieve more" strategy for 2024-2026, employees are at the centre of our activities and it highlights their importance to the long-term
success of the Group. As part of the strategic direction Total Experience, we developed an integrated Total Experience (TX) approach – a way of designing
solutions, combining customer experience (CX) and employee experience (EX).
When working on the Transition Plan, we did not identify any material impacts on employees that might result from transition-related activities. We will
continue with these analyses as we further develop our Transition Plan. As the Group, we did not identify material negative impacts on our employee resources
that would be widespread or systemic – due to the nature of our business, the risk of occurrence of things such as child labour, forced labour or serious
industrial accidents is really low.
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Policies regarding the management of impacts, risks and opportunities related to the Group's own workforce
(MDR-P)
The primary and overarching document we use to achieve our strategic objectives in the employee area is the Human Resources Management Corporate
Framework, which outlines the process of managing the 'employee life cycle' within the organization. This life cycle includes recruitment, hiring, adaptation,
training, development, goal setting, performance appraisal, remuneration, succession, and, where appropriate, termination of employment.
In addition, the management of impacts on own workforce is governed by various policies, with key ones applying across the Group. Disclosures in the Own
Workforce section refer to all employee resources of the Group, with a particular focus on employees under employment contracts. Nonetheless, it is worth
emphasising that the Group's policies, in particular those related to human rights, ethical conduct, respect, inclusion and diversity, also extend to other
categories of non-employees who are part of own workforce. This includes the self-employed, employees hired by employment agencies and those working
under civil law contracts. In this way, as the Group, we ensure that all team members, regardless of their form of employment, are treated with equal care
and respect. These policies promote decent working conditions, equal treatment and the creation of a working environment based on ethical values.
Policies that are confidential and intended for internal use are available to employees via the intranet. Policies that are public in nature are made available
through the Bank and the Group subsidiaries' websites, which ensures transparency and access to information. Each policy has an assigned owner within each
of the Group subsidiaries, these staff members being responsible for the implementation of respective regulations and the delivery of obligations arising from
such policies.
The implementation of each policy is described in detail in sections related to the respective areas. The Management Board is responsible for implementing
the policies (unless otherwise stated in their text). The policies implemented and described below address all identified material IROs.
Policy
Description of content/ policy area
Scope of application of the
policy or exclusions
General Code of Conduct
The Code requires all Group employees to adhere to the principles of ethics, integrity and
equal opportunities, regardless of their form of employment. It prohibits discrimination,
promotes equal treatment and provides a system for reporting irregularities. The Code
emphasises social responsibility, safe working conditions and employee development.
The Code was accepted by the Supervisory Board, was adopted by a resolution of the
Management Board and is available on the Bank's website and intranet.
Addressed IRO:
S1.I1, S1.I2, S1.I3, S1.I4
Group
Corporate Culture Policy of
Santander Bank Polska
Group
The policy defines the organisational culture within the Group. It defines the values,
behaviours, principles and standards of conduct that shape the way the Group and its
employees operate. The said policy was adopted by the Management Board’s resolution
and is available on the Bank’s intranet.
Addressed IRO:
S1.I1, S1.I2, S1.I3, S1.I4, S1.I5, S1.I6
Group
Respect and Dignity Policy
The policy defines guidelines and standards for a safe, supportive working environment
by addressing bullying, discrimination and other forms of unethical behaviour in
employee relations. The Bank undertakes preventive measures as well as education and
intervention activities to ensure compliance with the said policy.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S1.I5, S1.I6
Group
Health, Safety and
Wellbeing Policy
This policy sets out the guidelines and standards to be followed to protect health and life
and ensure the highest levels of safety and wellbeing of employees, promote healthy
lifestyles and create long-term value for employees and local communities.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S1.I1, S1.I2, S1.I3, S1.I4
Bank
(The Group subsidiaries
have an occupational
health and safety system in
place, but it is not
regulated in the form of a
policy)
Diversity Policy with regard
to the composition of the
Bank’s Management Board
This policy sets out criteria, principles and measures to ensure diversity in the
composition of the Management Board.
It was implemented by a resolution of the Supervisory Board and is an internal document.
Addressed IRO:
S1.I6
Bank
Remuneration Policy of
Santander Bank Polska
Group.
This policy sets out framework standards for remuneration, which reduces the risk of
wage inequality and promotes equal treatment. The Management Board and Supervisory
Board are responsible for approving that document.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
Group
(regulation adjusted to the
profile and scope of
activities of each Group
subsidiary)
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S1.I6, S1.I4
Training Policy
This policy describes the operating framework and criteria for developing, reviewing,
implementing, overseeing and modifying training and development activities; supporting
the Group's cultural and business transformation strategy; and promoting learning
management and knowledge transfer, as well as innovation and skills development
needed by employees now and in the future.
The said policy was adopted by the Management Board’s resolution and is available in
the Bank’s intranet.
Addressed IRO:
S1.I5
Group
(excluding Santander TFI)
Performance Management
in Santander Bank Polska
Group
This policy outlines the Group's performance management model for all employees. It
also sets out the framework, tools, terms and terminology for performance management
and indicates the scope of application and expectations of the individuals and units
involved in the process.
The policy was implemented by way of an ordinance of the Management Board member
in charge of the Business Partnership Division and published on the Bank’s intranet.
Addressed IRO:
S1.I3, S1.I1
Group
Whistleblowing Policy and
Internal Reporting
Procedure (Whistleblower
Protection)
The Whistleblowing Policy, together with the Internal Reporting Procedure
(Whistleblower Protection), sets out the rules for the functioning of the system for
reporting violations by employees (and other persons related to the Bank in a work-
related context), including violations of law, ethical standards and internal regulations.
The system ensures confidentiality, the possibility of anonymous reporting and
protection against reprisals against whistleblowers.
The said policy was accepted by the Supervisory Board, was adopted by the Management
Board’s resolution and is available on the Bank’s intranet.
The procedure was accepted by the Supervisory Board, was adopted by way of a
resolution of the Management Board and is available on the Bank's website and intranet.
Addressed IRO:
S1.I3
Group
Responsible Banking and
Sustainability Policy
With regard to labour issues, the policy addresses the provision of decent working
conditions, equal opportunities, anti-discrimination and anti-harassment, compliance with
health and safety regulations and protection of personal data. The policy supports the right
to association, fair wages and work flexibility, promoting work-life balance. The policy is
based on international standards, including: Equator Principles of the International Finance
Corporation, Universal Declaration of Human Rights, United Nations Global Compact
Initiative, UNEP FI Principles for Responsible Banking, UN Sustainable Development Goals,
UN Guiding Principles on Business and Human Rights, OECD Guidelines for Multinational
Enterprises, and the International Labour Organisation (ILO) Fundamental Conventions.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S1.I3, S1.I7
Group
For more details about our internal ESG regulations, please see https://esg.santander.pl/serwis/en/esg-policies/. This includes policies on labour matters,
whose content is available in full or in summary form.
Respect for human rights
The respect and protection of human rights in the Group are governed by, among other things, the Responsible Banking and Sustainability Policy. The policy
emphasises the relevance of our commitments to stakeholders and explain processes of applying social, environmental and corporate governance standards
in accordance with the Responsible Banking Model. The policy sets out, among other things, the principles, commitments, objectives and strategy in relation
to employees and other stakeholders, as well as to social issues, diversity, respect for human rights and the prevention of illegal activities (including child
labour, forced labour and human trafficking).
In the area of relations with employees, we are committed to:
→ ensuring fair employment conditions that enable a work-life balance, attracting the best talent;
→ promoting professionalism, equal opportunities in terms of access to work and promotion; fair remuneration;
→ preventing discrimination and practices that violate the personal dignity of employees;
→ rejecting any forced labour or child labour;
→ guaranteeing freedom of association and negotiation with the employer;
→ ensuring health and safety for employees.
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As part of our activities, we apply mechanisms aimed at preventing human rights violations (including the equal treatment policy, training on ethics and
compliance issues – more in the section “Preventive and educational activities”). In addition, the Group has whistleblowing mechanisms in place – for details,
see the section entitled “Reporting violations”.
Involvement of employees and procedures for engaging workers' representatives (S1-2)
At the Bank, as well as across the whole Group, we are in constant dialogue with employees. We periodically gather employee opinion through engagement
surveys, questionnaires and interviews. We communicate information through internal tools such as the intranet, newsletters, bulletins and mailings. Every
quarter, Management Board and members of the top management of the Bank meets with employees to summarise the past three months. Team-building
meetings, workshops and training sessions are organised and used to build commitment, dialogue and information sharing within the Group. We encourage
all employees to be involved in activities that foster sustainable development in the spirit of inclusion and declare the active listening necessary to improve
cooperation and respect the right of association and collective bargaining.
Ways of employee engagement
Improving the employee experience (including increasing engagement) is part of the Bank's three-year strategy “We help you achieve more 2024-2026” (Total
Experience).
Santander Bank Polska has adopted the EX (Employee Experience) management model, with a dedicated unit (Employee Experience Competence Centre)
reporting directly to the member of the Management Board in charge of the Business Partnership Division. The unit combines research, service design, and
management expertise in the field of employee experience at the Bank. In accordance with the Brand, Customer and Employee Experience Management (TX)
Policy, the Head of the Employee Experience Competence Centre is the business owner of the employee experience (EX) process in the Bank (strategy,
development directions, solutions etc.), and as such is responsible for the monitoring of the implementation and efficiency of that process as well as for its
optimisation at the central level. Heads of divisions and respective excellence centres as well as process owners handle the alignment of these assumptions
and target delivery at the local/functional level.
Surveys taking place at the Bank:
The Bank conducts a comprehensive and regular employee engagement survey (till 2025: “Your Voice”). The response rate in the 2025 survey was 92% (vs.
87% in 2024). The survey is conducted with the strong commitment and sponsorship of the management team, including members of the Management Board
and the CEO. Before each survey, an intensive communication campaign is conducted to encourage employees to participate in it. The Bank has an established
model for working with survey results across the entire organisation:
→ at the bank-wide level – addressing employee survey results within cross-functional working groups, addressing pain points and reinforcing factors that
are rated highly by employees (Hot and Gain Spots).
→ at the level of all divisions within the Bank – a model comprising the role of People Partner in each business division, appointed by the member of the
Management Board in charge of that division, and a team supporting the People Partner. Their task is to analyse the survey results for a given division
and to create and implement an action plan for the Division.
After the survey, reports are created, including an in-depth analysis of quantitative results and an analysis of comments – both from the perspective of the
Bank as a whole and individual units and topics. The research translates into the reorganisation of work within Gain&Hot Spots as multidisciplinary teams of
experts aimed at improving and strengthening the employee experience. Across the entire organisation, the survey results are communicated and the main
directions for engagement survey work for the coming months are set.
The Bank also conducts other surveys with employees, including:
→ employee life cycle surveys – they measure employee satisfaction at various stages of the employee life cycle, including onboarding surveys;
→ surveys related to mapping employee experiences – they obtain the data necessary for us to carry out a given mapping project;
→ surveys related to processes, initiatives and tools – thanks to them, we learn about the needs and opinions of employees involved in particular initiatives;
→ testing solutions and concepts – this allows us to learn about the needs and opinions of employees who are potential users of the tested solutions;
→ certification surveys – they provide independent and objective certifications based on quantitative and qualitative research to assess organisational;
culture, engagement and employee satisfaction (including: Great Place to Work, Top Employer).
Since the end of 2024, the Bank has been operating the Kolab co-creation platform, which allows employees to actively participate in the process of designing
and testing solutions aimed at both employees and customers.
Employee engagement and consideration of their perspectives are supported by systemic solutions:
→ EX Health Check is a simple tool for business owners and product owners designed to incorporate the employee perspective when creating new
initiatives.
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→ EX in strategic initiatives scoring – a project prioritisation criterion that incorporates the employee perspective into strategic initiatives (including agile,
hybrid, and non-agile projects with strategic relevance).
Trade unions
We take care of relations with our employees among others by organising regular meetings with trade union representatives. This cooperation also includes
consultations and providing opinions on regulations required by law that affect working conditions. We also strive to keep this dialogue open to current needs
and expectations, which is why we are in constant contact with trade union and Employee Council representatives. We did not identify any groups that would
be particularly vulnerable to impacts or marginalised.
Processes for remediation of negative and channels for raising concerns by own workforce (S1-3)
In our Group, we prioritise the wellbeing of our employees and strive to create a working environment that is transparent, safe and open to dialogue. Aware
of the potential challenges in a dynamic financial environment, we implemented comprehensive procedures to identify, report and effectively address
concerns about working conditions (IRO: S1.I3, S1.I7).
Whistleblowing Policy
Our Group has a Whistleblowing Policy and an Internal Reporting Procedure (whistleblower protection), which are overseen at the Bank by the Compliance
Department. In accordance with these documents, we operate a comprehensive system that enables employees to report irregularities such as violations of
the law, internal procedures or ethical standards. The system operates in accordance with the Banking Law Act and the Whistleblower Protection Act. The
purpose of the regulations is, among other things, to ensure effective and uniform whistleblowing procedures that enable consistent reporting of information
to management bodies. Regulations ensure that initiatives are in place to promote the usage of whistleblowing channels, their availability, information to our
staff on whistleblowing statistics and lessons learned from investigations, and a regular review of the operation of the whistleblowing system by internal
audit.
When a violation in the area of employee relations is confirmed, we take action to eliminate negative behaviour. Responsibility for compliance with the
regulations rests with all employees, supported by appropriate communication and educational activities (an example is the mandatory e-learning course
“Show respect – Be Fair”). The Management Board is responsible for the adequacy and effectiveness of procedures for employees to report violations.
The Bank maintains a register of whistleblowing reports, which includes all reports received through whistleblowing channels. This allows for the analysis of
received reports, taking actions in response to them and formulating development recommendations at the organisation-wide level.
Whistleblowing channels
Information on whistleblowing channels is widely available on the intranet. In addition, we build the awareness through e-learning courses and articles on
the intranet.
As the Group, we provide employees with the opportunity to report violations in individual companies, both anonymously and openly, using various channels
– for the Bank’s staff members, these are:
1. KLAKSON application – online form available on the intranet 24/7.
2. Ethical helpline – operated by the compliance unit on weekdays.
3. Email address – an email account used exclusively for this purpose.
4. Postal mail – correspondence addressed to the compliance unit or directly to the Bank's Management Board.
The system ensures the anonymity of reporting, the protection of the reporter's identity and the possibility to provide detailed information on violations, such
as descriptions of events, evidence or other documents. The system has mechanisms in place to ensure the protection of employees making notifications:
→ confidentiality – the whistleblower's data are protected at every stage,
→ no retaliation – no retaliation against persons making reports,
→ anonymity – the possibility to submit reports without revealing one's identity.
The whistleblowing channels indicated above are intended in particular for persons employed by the Bank under an employment contract or a civil law
contract, including top management and members of the Bank's management and supervisory bodies. The Group’s companies have their own reporting
channels.
Employees can also use a relationship helpline for consultation on difficult incidents in employee relations area. The Group also has trade unions to which
employees can report problems and, as the Group, we engage in dialogue with them and respond to reported issues.
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Monitoring
The management of the whistleblowing channel at the Bank is coordinated by the Compliance Unit, and in the Group's companies it is handled by dedicated
units. In order to ensure that the whistleblowing processes operate as intended by our regulations, we evaluate their functioning by periodic internal audits.
In addition, they are subject to regular external audits. At Santander Bank Polska, the Ethics and Relations Office analyses employee whistleblowing in the
area of employee relations and, on this basis, makes recommendations on preventive measures. One example is the “Lessons learned from intervention”
project, in which the Ethics and Relations Office conducted a series of webinars for the management. The meetings concerned challenges and conclusions
from investigations in the area of employee relations.
We check whether employees are aware of whistleblowing mechanisms and whether they trust them to be effective. Once a year, we conduct an anonymous
survey addressed to all employees regarding compliance with ethical principles, which includes questions on whistleblowing channels and trust in these
channels.
Preventing and combating discrimination and diversity, and inclusion in the workplace
As we declare in the General Code of Conduct and the Respect and Dignity Policy, we want to make sure that the Group is a safe place to work, where employees
can be themselves and have equal opportunities (IRO: S1.I3). We do not tolerate any form of discrimination, bullying, harassment or other behaviour that
violates human dignity. We respond to any unequal treatment related to gender, age, sexual orientation, gender identity, race, religion, nationality or other
protected characteristics. The Respect and Dignity Policy is the cornerstone of our initiatives aimed to prevent discrimination and inequality in the workplace.
Taking action on material impacts on own workforce, and approaches to mitigating material risks and
pursuing material opportunities related to own workforce, and effectiveness of those actions (S1-4)
(MDR-A)
In 2025, we took number of actions stemming from our strategy to prevent negative impacts, contribute to positive ones, minimize risks and take advantage
of opportunities arising from our operations. Taking care of our employees is a priority for us, which is why we are taking actions on a continuous basis and
will continue and adjust them in the years to come (for more details on ongoing activities and initiatives in the area of our own employee resources, see
Chapter IV “Development Strategy” and Chapter V “Relations with Employees”.
Safety of the working environment
We regularly monitor the working environment at each job position and carry out risk assessment reviews. These cover risks affecting the safety and health
of employees, such as psychological, ergonomic, health or other workplace-related risks. Our activities are aimed at creating a safe and healthy working
environment that goes beyond standard legal requirements (IRO: S1.I1, S1.I2).
Competence development and equal opportunities
We create and implement training initiatives that are accessible to all employees and targeted at specific groups according to their needs. These activities
support personal and professional development, helping employees to achieve individual business objectives in line with the Bank's organisational culture
and risk management principles (IRO: S1.I5). Employees and managers are introduced to a model that includes strategy, corporate culture and elements of
risk management.
Activities in the area of competence development
In the Group, we offer various forms of development. We post information on the intranet site regarding:
→ training initiatives and development opportunities available to employees,
→ tools to manage their own professional development,
→ educational and inspirational materials to support personal and professional development.
Employees have access to training platforms which offer a wide range of customised online courses and opportunities for development in technical, soft and
leadership skills. We deliver comprehensive training programmes including:
→ bank-wide initiatives that promote growth in key areas for the Group,
→ leadership training to support the development of management and leadership skills,
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→ programmes for branch networks that respond to the specific needs of employees in these structures,
→ training for selected groups of employees, designed on the basis of a detailed analysis of their development needs.
Equal treatment and diversity
We promote equal opportunities and diversity in the workplace (IRO: S1.I5, S1.I6). We support employee networks and interest clubs that bring together
people with shared values and interests. These networks and clubs foster personal and professional development and increase employees' sense of belonging
and commitment.
Prevention and education
We conduct preventive and educational activities that help prevent undesirable behaviours, strengthen ethical culture and support the creation of a safe and
respectful working environment (IRO: S1.I3, S1.I5, S1.I6). These measures help to reduce social risks and to strengthen the organisation's positive impact on
workplace relations:
→ Mandatory e-learning course "General Code of Conduct". This course is provided to all employees to increase awareness of compliance with the law,
internal procedures, and ethical standards. In addition to the sections regarding, among others, the code of ethics and corporate behaviour, conflicts of
interest, criminal risk and prevention of bullying, discrimination and corruption, this training also provides information on whistleblowing channels.
→ Mandatory e-learning course “Show respect – be fair”. This training raises awareness of undesirable behaviour in the work environment, such as
bullying, discrimination and harassment, and teaches how to respond and where to look for support when it occurs.
→ Information and education campaigns. We regularly publish articles and organise webinars, educational meetings and workshops to promote a culture
of respect and integrity in our workplace.
→ Employee relations helpline. At the Bank, we provide employees with a tool for consulting difficult situations in employee relations, supporting our
colleagues in resolving problems and fostering collaboration.
Monitoring the effectiveness of measures
We continuously analyse the effectiveness of our actions through indicators of participation in initiatives and employee satisfaction surveys (IRO: S1.I1 – S1.I7).
The processes for monitoring and identifying necessary mitigants are described in sub-chapter S1-3.
The main tool for assessing the employee experience is the engagement survey (until 2025: “Your Voice” survey). In 2025, we conducted one round of the
survey (as scheduled). The participation rate reached 92% and we received more than 60k comments (compared to 87% participants and 42k comments in
2024).
After the survey, reports are created, including an in-depth analysis of quantitative results and an analysis of comments – both from the perspective of the
Bank as a whole and individual units and topics. The research translates into the reorganisation of work within Gain&Hot Spots as multidisciplinary teams of
experts aimed at improving and strengthening the employee experience. Survey results were published across the Bank and the main directions for work in
the upcoming months were set (as follow-up on findings from the survey).
To be able to monitor effectiveness as part of Hot and Gain Spots, periodic meetings of the EX Forum with the Management Board and the Quality Spot Reviews
are organised, which provide an opportunity to review the status of actions and set further work plans to successively improve the employee experience.
3.1.2 Metrics and targets
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities (S1-5)
In the Group, we set goals that allow us to monitor and manage the impact of our activities on employees. These goals help minimise material negative
impacts, strengthen positive effects, and manage material risks and opportunities in employee relations. Both employee representatives and the teams
themselves participate in setting goals, and sharing their opinions and needs through consultations, surveys and focus groups.
The goals that result from the strategy are subject to an appropriate management processes – planning, Management Board approval, monitoring and periodic
review, taking into account external factors, including regulations, and the operational performance of the Bank. In addition to this, the Group also has
operational measures in place, which we treat as developing indicators and which may also meet the requirements of MDR-T in the future.
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Targets resulting from strategy (MDR-T)
In the area of own workforce, we have set the following targets:
→ Share of women in managerial positions (IRO: S1.I6)
The Bank aims at ensuring diversity in managerial positions and adequate gender representation; hence, it monitors the share of women in managerial
positions. The target applies to the Bank along with Santander Leasing and Santander Factoring (employees in middle and senior management positions).
In early 2025, we revised and reformulated the objectives, therefore we used 2024 as the baseline. The share of women in managerial positions in 2025
was 53.5% vs. 55.0% in 2024. The target set for 2027 is 56.5%. The deviation results from natural changes in the headcount and attrition in managerial
positions throughout the year. We undertake activating initiatives to meet the target set for 2027.
→ Equal pay measured by Equal Pay Gap (IRO: S1.I6)
The Bank aims to ensure equal pay for the same job or jobs of equal value (IRO: S1.I6). Therefore, in addition to calculating the overall gender pay gap
(unadjusted pay gap – see more details in the “Remuneration Metrics” subchapter), we also measure the Equal Pay Gap (EPG). This goal applies to Bank
employees. Its measurement captures the difference in average pay between men and women in the same jobs (taking into account employment level
and location). It includes positions where at least three employees are employed, and the least represented gender constitutes a minimum of 20% of
the workforce. The EPG is calculated as a weighted average across various aggregations, where an aggregation is defined as a combination of business
unit, location, and job classification category. As a result, the indicator reflects the adjusted pay gap, differing from the unadjusted pay gap presented in
section S1-16 (the unadjusted pay gap vs. total remuneration was at 30.77% vs. 32.18% in 2024). The EPG indicator does not take into account the
proportion of women among employees at different salary grades. We measure progress towards this goal using a separate indicator concerning the
proportion of women in management positions (see the previous paragraph). The baseline year is 2023, when the EPG target was adjusted as part of the
Bank’s new strategy planning. The target set for 2027 is to keep the EPG at or below 1.70%.
2023 actual
2024 actual
2025 actual
2027 – plan
Equal pay measured by EPG
1.17%
0.50%
-0.12%
<1.70%
Negative indicator as at YE 2025 means that the remuneration of female employees was slightly higher than that of male employees with the same job role.
The progress of the aforementioned targets is monitored on a quarterly basis as part of the Bank's strategy and sustainability strategy progress reports,
presented to the ESG Committee, the Management Board and the Supervisory Board. The scope and level of ambition of the targets is reviewed in the annual
planning processes and can be adjusted taking into account the trajectory of the Group's strategic objectives to date and external factors.
The above target values set for 2027 have not changed in the current financial year.
Operational metrics
In addition to the strategic objectives outlined in the section above, the Bank's units responsible for specific measures implement internal operational metrics.
They are used to monitor the effectiveness of activities and the degree to which set objectives are being achieved.
Description of the metric
Metric
IRO identifier
Effective post-accident investigations
% of accident investigations completed on time
S1.I2
Effective inspections of working
conditions
% of completed audits
S1.I2
Creating a culture of caring for health
% of registered participants in initiatives
S1.I2
Effective delivery of information and
knowledge to employees
status of implementation of mandatory e-learning
annual training completion level
timely training completion level
mandatory training completion level
completion level of optional risk training – Number of training hours
level of completion of optional risk training – Number of trainees
S1.I5
Promoting the employment of people
with disabilities
% of Bank employees with disabilities
S1.I1
Aiming to reduce the gender pay gap
Gender Pay Gap (unadjusted gender pay gap indicator)
S1.I6
Aiming to increase the representation of
women in leadership positions at
Promontorio, Faro and Solaruco (PFS)
% of women at senior managerial level (PFS)
S1.I6
Effective implementation of the
Whistleblowing Policy and Internal
Reporting Procedure (whistleblower
protection)
the number of notifications made through whistleblowing channels during the year
per 100 employees.
S1.I3
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Effective implementation of the Group's
Corporate Culture Policy
Average engagement score and eNPS, both values are comprised of the following four
factors:
1) Recommend: measures the likelihood of an employee recommending the Group as
a place to work.
2) Loyalty: measures the likelihood of an employee remaining with the Group if they
receive a similar job offer from another employer.
3) Belief: measures the likelihood of an employee recommending the Group's
products and services to family and friends.
4) Job satisfaction: measures overall job satisfaction.
S1.I1
S1.I2
S1.I3
S1.I4
S1.I5
S1.I6
S1.I7
Effective implementation of the Work
Performance Management in Santander
Bank Polska Group policy.
% of employees undergoing evaluation have completed annual assessment
% of newly recruited employees with assigned mandatory targets
% of employees with a correct target structure
S1.I5
We set the operational objectives of the units, including those directly affecting employees, on the basis of the Group's strategic goals. Periodic surveys are
conducted at the Bank level to assess our progress – we have named them the TX Barometer. Employees are involved in setting and monitoring the
achievement of objectives – we have described in detail how this is done in the section “Involvement of employees and procedures for working with employees'
representatives”.
Characteristics of the undertaking’s employees (S1-6)
As at 31 December 2025, there were 10,729 employees working under employment contracts in the Group, the largest number of whom were employed by
the Bank. In addition, 4,327 non-employees provided work for the Group within the meaning of ESRS standards.
The figures below refer to the headcount as at 31 December 2025 and they do not include the subsidiaries of Santander Consumer Bank.
10 729 Group employees, including:
10 388 in the Bank
361 in Santander Leasing
129 in Santander Factoring
92 in Santander TFI
In the Group, we have adopted the principle that employees working for more than one Group subsidiary are included in the reporting as follows:
→ For Group consolidation: Each employee is counted only once, regardless of the number of companies in which they are employed. This eliminates double
or multiple counting of the same person in the Group structure.
→ For the data of individual Group subsidiaries, an employee is counted for every company in which he or she is formally employed. Consequently, the total
number of employees in all companies differs from the number of the employees of the Group.
Number of employees by gender and contract type as at 31 December 2025 of a given year*
Group
Women
Men
Total
2024
2025
2024
2025
2024
2025
Employed for an indefinite term
6,918
6,276
3,443
3,101
10,361
9,377
Fixed-term employees
1,013
825
585
527
1,598
1,352
Total number of employees
7,931
7,101
4,028
3,628
11,959
10,729
Total number of FTEs
7,628
6,719
3,799
3,353
11,427
10,072
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Full employment means working full-time, which according to Article 129 §1 of the Labour Code, is eight hours per day and average of 40 hours in an average
five-day working week in the adopted reference period.
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Number of employees by gender and FTE as at 31 December of a given year*
Group
Women
Men
Total
2024
2025
2024
2025
2024
2025
Full time
7,457
6,626
3,731
3,313
11,188
9,939
Part time
474
475
297
315
771
790
Aggregated
7,931
7,101
4,028
3,628
11,959
10,729
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Number of employee leavers (persons) and turnover rate in a given reporting year
Number of attritions among employees
Employee turnover rate
2024
2025
2024
2025
Women
1,150
931
14.40%
11.80%
Men
529
522
13.10%
12.80%
Aggregated
1,679
1,453
14.00%
12.14%
The turnover rate is the number of employee departures divided by the average number of employees during the year.
Neither in 2024, nor in 2025 did we note any significant fluctuations in the number of employees in the Group, and those that did occur were due to standard
employee turnover. The number of leavers includes all employees who terminated their employment during the reporting period and may include employees
who changed employment within Group subsidiaries. The methodology for calculating the turnover rate is based on the comparison of the number of
employee departures to the average headcount in the Group during the reporting period.
Characteristics of non-employees in the undertaking’s own workforce (S1-7)
We have defined non-employees as persons who work for the Group but are not employed under a standard employment contract. This category includes:
→ Self-employed – individuals running their own business and providing services under contracts with a Group subsidiary.
→ Persons employed by employment agencies – individuals who work for a Group subsidiary but are formally employed by external temporary
employment agencies.
→ Persons on civil law contracts – individuals who perform work on the basis of specific-task contract or commission agreement concluded directly with a
Group subsidiary and are not in an employment relationship with that company within the meaning of the Labour Code.
Number of non-employees in the Group's own workforce by type of employment as at 31 December of a given reporting year*
Number of people: 2024
Number of people: 2025
Self-employed
1,904
2,418
Persons employed by work agencies
584
0
Persons on civil law contracts
4,526
1,909
Aggregated
7,014
4,327
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Collective bargaining coverage and social dialogue (S1-8)
There are no collective agreements in the Group. By employee representatives, we mean persons elected by employees to represent their interests, e.g. within
employee councils or trade unions. Under Polish law, employees may be represented by trade unions (Trade Union Act of 23 May 1991) or through other
forms of representation, e.g. an employee council, if the conditions of the Act of 7 April 2006 on Informing and Consulting Employees are met. As at 31
December 2025, there were five trade union organisations in the Bank and a different employee representation body at Santander Leasing.
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In light of the Trade Unions Act (Article 7), trade unions represent employees on two levels:
1. collective matters only (agreement/consultation on regulations concerning all employees), and in this respect it can be assumed that in collective
matters, trade unions in contact with the employer represent the entire employee population, and on the second level
2. in individual matters, i.e. exclusively in relation to their members and persons who have submitted an individual request to a given organisation.
In accordance with applicable law, in the latter case, the Bank does not collect data on the number of employees represented by trade unions in individual
matters. An employee may belong to more than one trade union organisation.
Participation of employees covered by collective bargaining agreement and trade union representation
2024
2025
% of employees covered by (at least one) collective bargaining agreement
0.00%
0.00%
% of employees covered by workers’ representation through trade unions or other forms of
employees’ representation
97.60%
94.69%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Diversity metrics (S1-9)
In accordance with the ESRS requirements, we have defined top management as employees on two levels below the management and supervisory bodies,
namely the Management Board and the Supervisory Board of the Bank as a parent company. This definition also includes members of Management Boards of
our Group subsidiaries and persons under their direct authority.
Diversity of the Management Board and top management by gender in the Group as at 31 December of a given reporting year.*
Women
Men
Total
2024
2025
2024
2025
2024
2025
Number of people in the Management Board of the Bank’s
parent entity
2
3
8
6
10
9
Percentage breakdown
20%
33.33%
80%
66.67%
100%
100%
The number of top executives (one and two levels below
the administrative and supervisory bodies of the Group)
77
61
125
89
202
150
Percentage breakdown
38.10%
40.67%
61.90%
59.33%
100.00%
100.00%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Age distribution of employees in the Group as at 31 December of a given reporting year.*
Number of employees
Percentage breakdown
2024
2025
2024
2025
Employees under 30 years of age
1,819
1,623
15.20%
15.13%
Employees aged between 30 and 50
7,724
6,709
64.60%
62.53%
Employees over 50 years of age
2,416
2,397
20.20%
22.34%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Adequate wages (S1-10)
All employees in the Group receive remuneration at least at the level of the national minimum wage (IRO: S1.I4).
According to the ESRS definition, adequate pay refers to remuneration that ensures a decent standard of living for employees and their families, covering basic
needs, while enabling savings and active participation in society.
The EU Directive 2022/2041 provides additional guidelines for adequate minimum wages aimed at improving workers' living standards in Member States.
Poland is currently transposing this directive into national legislation.
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As the Group, we have adopted the national minimum wage (as stipulated in the Minimum Wage Act of 31 December 2002) as our reference point. As at 30
December 2025, the minimum wage in Poland was PLN 4,666 gross per month and the minimum hourly rate was PLN 30.50.
Social protection (S1-11)
All employees in our Group are covered by full social protection – they are protected against loss of income as a result of major life events such as illness,
unemployment, accidents at work, disability, parental leave and retirement (IRO: S1.I4). This protection is provided by both public schemes and additional
benefits offered by the Bank and individual Group subsidiaries (e.g. group insurance).
In addition, the Bank and Group subsidiaries offer their employees social protection. This includes benefits such as:
→ free private medical care for employees and preferential terms of membership for their families;
→ the possibility of joining group life insurance for employees and their family members on preferential terms with the option of subsidised or free group
insurance;
→ participation in employee capital plans;
→ flexi work solutions, including the possibility of remote work and no fixed working time;
→ support in difficult life situations, e.g. in the form of psychological aid or non-refundable benefits from the Company Social Benefits Fund.
Persons with disabilities (S1-12)
As the Group, we support the employment of people with disabilities and attach great importance to creating a friendly and supportive working environment
(IRO: S1.I1). In accordance with ESRS S1-12, as a Group we report the percentage of employees with a disability certificate broken down by gender. This
information is collected on the basis of certificates provided voluntarily by employees.
In Polish law, the definition of a person with a disability can be found in the Act of 27 August 1997 on Vocational and Social Rehabilitation and the Employment
of Persons with Disabilities. Such persons are entitled to special rights such as reduced working hours, additional breaks or adaptation of the workstation,
which, as the Group, we provide to all employees with a disability certificate.
Number and percentage of employees with a disability certificate as at 31 December of a given reporting year.*
Women
Men
Total
2024
2025
2024
2025
2024
2025
Number of employees with a disability certificate
159
146
49
39
208
185
Percentage of employees with a disability certificate
1.90%
2.01%
1.20%
1.05%
1.70%
1.69%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Training and skills development metrics (S1-13)
As the Group, we consider employee development to be a prerequisite for our market success. In each Group subsidiary, we have prepared customised training
courses to suit its business characteristics and the needs of the organisation (IRO: S1.I5).
In 2025, the number of training hours and the average number of hours per employee in the Group reflected our commitment to developing employee
competence. The training programmes encompass the development of both professional skills and those related to responsible management, sustainability
and compliance with legislation. As the Group, we ensure that all employees, regardless of gender, have equal access to training, reflecting our commitment
to equal opportunities, inclusion, and professional development.
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Number of training hours provided to Group employees, by employment category and gender. Status as of 31 December 2025*
Women
Men
Total
Number of training
hours completed
Average no. of
training hours per
employee
Number of training
hours completed
Average no. of
training hours per
employee
Number of training
hours completed
Average no. of
training hours per
employee
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
Senior
management
4,584
1,577
58.00
25.85
5,578
1,865
41.90
20.96
10,162
3,442
47.90
22.95
Middle
management
19,169
33,071
21.30
39.09
13,740
18,540
21.00
31.37
32,909
51,611
21.10
35.92
Other
employees
267,628
237,255
38.50
38.30
128,950
94,421
39.70
32.03
396,577
331,676
38.90
36.28
Total / average
291,381
271,903
36.70
38.29
148,267
114,826
36.80
31.65
439,647
386,729
36.80
36.05
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
The number of reviews actually conducted per employee during the reporting period is calculated as the number of reviews conducted relative to the number
of Group employees.
Percentage of employees who participated in regular performance and career development reviews, broken down by gender and
employment category. Status as at 31 December of a given reporting year*
Women
Men
Total
2024
2025
2024
2025
2024
2025
Senior management
87
56
150
75
237
131
Middle management
856
815
622
559
1,478
1,374
Other employees
6,038
5,334
2,962
2,590
9,000
7,924
Total number of employees who participated
in performance and career development reviews
6,981
6205
3,734
3,224
10,715
9,429
% of employees who participated in annual
performance and career development reviews
88.00%
87.38%
97.70%
88.86%
89.60%
87.88%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
Health and safety metrics (S1-14)
In 2025, we did not record serious or fatal accidents in the Group. Work-related hazards that could pose a serious risk include bank robbery, traffic accident,
fire, terrorist attack and electrocution (IRO: S1.I2). In 2025, none of these hazards resulted in serious injury to our employees. Due to data collection limitations,
we do not have complete information on potential accidents or injuries involving non-employees, but no such incidents were reported to us.
Accidents (incidents) at work. Status as at 31 December of a given reporting year
2024
2025
Number of fatalities as a result of work-related injuries and work-related ill health
0
0
Number of recordable work-related accidents
39
33
Rate of work-related accidents per million hours worked
2.06
1.80
Number of cases of recordable work-related ill health
0
1
Number of days lost due to work-related injuries and work-related ill health
1,012
796
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The following table presents key indicators related to occupational health and safety (OHS) in the Group. The data includes both the number and rates of
occupational accidents and related health issues during the reporting period:
→ Number of fatalities as a result of work-related injuries and work-related ill health – this indicator includes the number of individuals who died as a result
of work-related injuries or as a result of work-related ill-health. This data includes both employees and others working at the undertaking's locations,
provided that the incidents were work-related and duly reported.
→ Number of recordable work-related accidents – the number of accidents that occurred in the course of performing work duties and which, in accordance
with current legislation, must be reported to the relevant authorities.
→ Rate of recordable work-related accidents – this rate measures the number of reportable accidents per million hours worked by employees.
→ Number of cases of recordable work-related ill health – the number of cases of work-related ill health that must be reported under the law. Includes
cases of occupational diseases such as musculoskeletal disorders, circulatory problems.
→ Number of days lost due to work-related injury and work-related ill health – the number of days on which employees were absent due to work-related
injury or ill health. Full calendar days are included, regardless of whether they were working days, weekends or public holidays. The methodology for
collecting this data is limited because of the way in which cases are reported and documented, as well as because of data protection issues.
Work-life balance metrics (S-15)
As the Group, we make effort to ensure that our employees are supported in balancing work and family responsibilities (IRO: S1.I1, S1.I2, S1.I3). In 2025, all
employees were fully entitled to various forms of family-related leave, including maternity, paternity, parental and carer's leave. These types of leave include
time spent caring for newborn children, absences for providing care to family members, or children who are ill.
In this section of the report, we present data on the percentage of employees entitled to take these leaves and the percentage of those who actually took
them in 2025, divided by gender. This data helps us to understand how our family-friendly policies are put into practice and how we support employees in
maintaining their work-life balance.
Employees who took family-related leave in a given financial year by gender*
Women
Men
Total
2024
2025
2024
2025
2024
2025
Percentage of employees entitled to family-related leave
100%
100%
100%
100%
100%
100%
Percentage of employees who took a family-related leave**
30.70%
32.21%
16.40%
18.00%
25.90%
27.40%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
** The calculation of this metric includes maternity, paternity, parental, childcare, adoption, and caregiver leave.
At the Bank and in Group subsidiaries, we use solutions that support employees' work-life balance. These are solutions that go beyond legal requirements,
such as flexible working hours, hybrid working and additional hours or days off. For example, at the Bank we use solutions such as:
→ Flexible working hours for parents of children under eight, as well as the possibility to temporarily reduce working hours,
→ Hybrid working: remote working of two to three days per week (for positions where it is possible),
→ Additional days/hours off: one additional day off for staff members with a min. five-year length of service with the Bank/Group company (provided that
they have no outstanding leave as at 1 January), “two hours for the family” for all employees.
Remuneration metrics (unadjusted pay gap and total remuneration) (S1-16)
The table below presents data on the unadjusted pay gap in the Group as at 31 December 2025 (IRO: S1.I6). The unadjusted pay gap compares the pay of men
and women employed at different grades and positions and in different locations. This indicator therefore presents a different value than the Equal Pay Gap
(EPG) given in section S1-5 (at -0.12% as at 31 December 2025). The EPG metric compares the pay of women and men performing the same jobs, in the same
units, locations and in the same grades. As such, this is an indicator of the adjusted pay gap. The unadjusted pay gap compares the pay of men and women
employed at different grades and positions and in different locations.
The unadjusted pay gap was calculated in accordance with ESRS requirements. It takes into account the average gross hourly wage of all employees under
employment contracts during the reporting period. Basic salary refers to the gross base salary explicitly stated in the employment contract. Full remuneration,
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on the other hand, includes both other fixed components of remuneration (e.g. allowances, fixed benefits) and variable components (e.g. bonuses, awards, or
commissions).
Unadjusted pay gap as at 31 December of a given reporting year
2024*
2025
Pay gap for basic remuneration
33.18%
30.15%
Pay gap for full remuneration
34.00%
30.77%
* Figures recalculated due to the change of metric calculation methodology. The respective figures presented in the Statement for 2024 were: Pay gap for basic
remuneration 33,94%, Pay gap for full remuneration: 34.50%.
In 2025, we changed the calculation methodology for the unadjusted pay gap versus 2024. We applied a methodology developed in cooperation of the banking
sector with the Polish Bank Association, so that the indicators reported by banks have a uniform interpretation and are consistent with the European Banking
Authority (EBA) guidelines. The major change is that the indicators are now based on employee remuneration as at 31 December of a given reporting year
(previously the calculation included changes in the remuneration amount over the course of the year) and exclude outliers, such as technical employment,
which could distort the true picture of employee remuneration. In addition, the calculations do not include staff members recruited after 30 September.
Annual total remuneration ratio
The total renumeration ratio reflects the relationship between total annual renumeration of the highest-paid person in the Group and the median of the total
annual renumeration of all employees (with the exception of this highest-paid person). It takes into account all components of the highest-paid person’s
remuneration (fixed and variable) awarded in 2025. This ratio is presented in two options with respect to the variable remuneration granted to the top-earning
individual in 2025 for the year 2024:
→ including the portion deferred for five years and subject to additional conditions,
→ and including only the non-deferred portion of the variable remuneration (paid in cash).
Total remuneration ratio
2024*
2025
Remuneration ratio with the deferred portion of the variable remuneration payable to the top-
earning individual
59,11
56.57
Remuneration ratio which recognises only the non-deferred portion of the variable remuneration
payable to the top-earning individual
33.26
31.60
* Figures recalculated due to the change of metric calculation methodology. The respective figures presented in the Statement for 2024 were: Remuneration ratio with the
deferred portion: 73.77; Remuneration ratio with the non-deferred portion only: 40,82.
The change in the value of the recalculated total remuneration ratio results from the application of the revised methodology, as explained above in the
disclosure on the unadjusted pay gap.
Incidents, complaints and severe human rights impacts (S1-17)
In 2025, there occurred two incidents involving discriminatory behaviour in the Group. Internal investigations were conducted in both cases and confirmed the
validity of reported complaints. Consequently, we analysed the root causes of these incidents and took corrective and preventive measures (in accordance
with applicable procedures) to ensure equal treatment and a safe working environment. No fines, penalties or compensation were imposed on the Group as
a result of employee complaints (IRO: S1.I3, S1.I7).
the reporting period, we did not record any complaints filed with external bodies (to National Contact Points for the OECD Guidelines for Multinational
Enterprises).
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2024
2025
Number of registered and confirmed cases of discrimination, including harassment
0
2
Number of complaints filed by employees through complaint channels, taking into account discrimination
or other violations
15
39
Number of complaints filed with National Contact Points for the OECD Guidelines for Multinational
Enterprises
0
0
Total amount of fines, penalties and compensation paid as a result of discrimination incidents, including
harassment and other complaints of labour rights violations
0
0
Number of severe human rights incidents
0
0
Number of severe human rights incidents connected to the workforce that are cases of non-compliance
with the UN Guiding Principles on Business and Human Rights, the International Labor Organization
Declaration, or the OECD Guidelines for Multinational Enterprises
0
0
Total amount of fines, penalties and compensation for damages resulting from human rights incidents
connected to the undertaking's workforce
0
0
3.2 Our customers – consumers and end-users (ESRS S4)
3.2.1. Managing impacts, risks and opportunities
Material impacts and risks in the area of consumers and end-users
Customer relations are a priority for us, which is reflected in the results of the double materiality assessment. In terms of consumers and end-users, impacts
and risks were identified in the following areas:
→ Information-related impacts for consumers and/or end-users
As the Group we have an impact on retail customer awareness, information quality and data protection, the complaints and enquiries process and price
transparency. We also identify in those areas risks related to cyber-attacks and other security breaches due to human error, insufficient price transparency
or the claims process.
IRO identifier
Type of IRO
Description and location of impacts and risks
S4.I1
Impact
Educating retail customers on online threats and ways to mitigate them.
S4.I2
Quality of information and data protection are not guaranteed for vulnerable customers
regarding how their data is used, stored, and shared, or ensuring that customers sufficiently
understand how their data is managed.
S4.I3
Customer inquiries, complaints, and claims are not addressed or do not result in necessary
changes and modifications due to the lack of systems and processes.
S4.I4
Lack of price transparency for customers as the Bank set unfair prices without prior notice or
justification.
S4.I5
Lack of customer privacy protection due to the database infrastructure and data management
software used by the Bank to host and manage all operations.
S4.I6
High trust among Polish customers in data security reflects the positive impact of banks on data
protection.
S4.R1
Risk
Risk of cyber-attacks threatening the privacy of customer data
S4.R2
Risk of severe security breaches caused by malicious practices or human errors by employees,
such as the use of unauthorized software, technical user violations, or data exfiltration and
leaks.
S4.R3
Risk to vulnerable customers resulting from the breach of data protection regulations.
S4.R4
Risk of not addressing customer inquiries, complaints, and claims due to ineffective systems.
S4.R5
Potential lack of price transparency for customers as the Bank set unfair prices without prior
notice or justification.
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→ Social inclusion of consumers or end-users
In this area, ensuring access to our products and services for all customers, including those belonging to the most vulnerable groups, is essential. We
also make an impact by providing financial education and fraud protection.
IRO identifier
Type of IRO
Description and location of impacts
S4.I7
Impact
Products and services unavailable to vulnerable customers because the inclusive and accessible
products/services are not identified as such in the catalogue.
S4.I8
Failure to ensure financial well-being for customers (through easy-to-use and accessible
financial services) due to the lack of product modifications or failure to monitor if they are
effective.
S4.I9
Insufficient coverage and utility of products for the entire population and/or contributing to
barriers in access to financial products due to product and service design process.
S4.I10
Failure to provide additional conditions for vulnerable customers in debt collection or recovery
processes due to improper identification.
S4.I11
Financial abuse of vulnerable customers due to a lack of preventive transaction monitoring for
individuals with legal guardians.
Policies related to consumers and end-users (S4-1)
The ESRS S4 standard refers to the consumers and end-users, which in the light of the Group's activities means the customers who use our financial products
and services. Customers, alongside employees, are at the heart of our activities and are the foundation of our 2024-2026 strategy.
Consumers and end-users are individuals who make use of bank accounts, loans, investment products or advisory services, but also our branches or online
banking. We are committed to ensuring that our products and services meet their needs and comply with the standards of quality, security and transparency.
We are aware that as a Group we depend on our customers – they are the basis of our business model and their trust is our top priority. In order to manage
this dependency, the Group has risk management systems in place described in more detail in Chapter XI “Risk Management”, and we undertake a number of
measures regarding the monitoring of customer experience, the protection of their data, and the transparency of products and services – these measures are
described in more detail in dedicated subchapters.
In the double materiality analysis process, we did not identify any material impacts that would be common and systemic. The identified impacts are related
to the nature of the business. As the Group, we do not offer products or services that:
→ are inherently harmful to humans or increase the risk of chronic diseases;
→ have a negative impact on human rights in terms of freedom of expression.
In order to manage these impacts and risks, the Group has a number of policies in place to help us achieve our strategic objectives. We also carry out many
activities, the effectiveness of which we measure on an ongoing basis.
Policies for managing impacts, risks and opportunities in customer relationships
These policies apply to the entire Group, with the exception of Santander Factoring, which does not provide services to individual customers. The management
of this area is addressed by transversal policies (concerning all stakeholders), and those that address specific elements of activity directly related to the
management of impacts, risks, and opportunities in relation to customers.
All of the Group subsidiaries serving individual customers have the Brand, Customer and Employee Experience Management (TX) Policy in place, which is a key
document governing the management of material risks and opportunities related to customers. The said policy does not currently make specific provisions for
particular groups of consumers, such as low-income, elderly or digitally excluded individuals, but its application takes into account the needs of such groups
as part of overall operational activities. The policy is an internal document; however, the Bank's general approach to customer service and consumer
relationship management is communicated on an ongoing basis through:
→ the Bank's website,
→ information sheets and handouts made available to customers,
→ communication activities carried out through various channels, such as social media or e-mailing campaigns.
Other policies are also in place in the Group to support the management of impacts, risks and opportunities in customer relations, including those addressing
data protection, price transparency, counteracting digital exclusion, and ethical sales. Detailed information is presented in the table below this section. The
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Bank as well as certain Group subsidiaries (Santander TFI, Santander Leasing) apply the Consumer Protection Policy at Santander Bank Polska S.A. It describes
the principles we follow with regard to:
→ fair treatment of consumers;
→ a customer-centric model for products and services;
→ transparent communication with consumers;
→ responsible pricing policy.
This policy defines vulnerable customers and indicates the processes in which solutions for vulnerable customers are developed. It describes how we protect
consumers from excessive debt through responsible lending and what we do to eliminate and prevent barriers to access to products, services and information.
Finally, it touches on the issue of consumer financial education, including that in general and on banking products. We apply the principles of this policy at the
stage of product and service design, communication and customer service. The compliance function is responsible for ensuring that the Bank's decision-making
bodies, including the Management Board and relevant committees, receive the information necessary for effective supervision of consumer protection issues.
According to the Consumer Protection Policy at Santander Bank Polska S.A., a vulnerable customer is a consumer who, due to his or her personal situation, is
more exposed to negative effects or financial or personal losses than others. Indicators that a consumer may be vulnerable include, but are not limited to:
disability, age-related limitations, incapacity to work, serious illness, low level of education, difficult economic or personal circumstances. We take sensitivity
criteria into account in the design of products and services and in key processes that have a material impact on consumers, such as fraud management,
complaints handling, lending and debt recovery. Employees undergo training on how to deal with vulnerable customers and how to design accessible products
and services. It is monitored by the compliance function and the Management Board.
We also apply the Product and Service Commercialisation Policy. It describes the acceptance process of new or modified products and services of the Group,
as well as the process of monitoring throughout their life cycle. With this policy we protect consumers and mitigate the risks associated with our products and
services, including compliance, conduct and reputational risks. In line with this policy, we strive to offer products and services tailored to our customers’ needs
and we promote good sales practices. The document sets out the decision-making process that precedes the release of products and services for sale. This
includes both feedback from the relevant specialist units and decision-making, in which the Local Product Marketing and Monitoring Committee (LMMC) plays
a key role. Our policy for the commercialisation of products and services describes the principles that relate to:
→ fair treatment of customers;
→ training to ensure that employees have adequate knowledge of the products and services they sell and the associated risks;
→ educating customers to help them choose right products and services and understand how they work;
→ protection of customers' personal data;
→ prevention of financial fraud;
→ responsible implementation of innovation (without loss to customers);
→ policies on employee remuneration designed to protect customers, including linking employee performance appraisal to the quality and effectiveness
of service in relation to risk management and control.
List of policies for managing impacts, risks and opportunities in relations with customers (MDR-P)
Policy
Description of policy content
Scope of application of
the policy and exclusions
Brand, Customer and
Employee Experience
Management Policy
(TX Policy)
The objective of the policy is to effectively manage the experience of prospective and
existing customers (consumers and end-users). It contains a description of the process
of managing the experience of prospective customers and the existing ones. That’s why
the policy applies to all employees and collaborators, with its implementation tailored
to the responsibilities of each unit.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I8, S4.I9
Group
(Santander Factoring and
Santander Leasing will
have the updated
document implemented by
May 2026)
Responsible Banking and
Sustainability Policy
The policy emphasises our commitment to creating value for customers (consumers and
end-users) by promoting responsible banking practices that take into account
environmental, social and governance aspects. The 2025 update emphasised the role of
financial inclusion and sound finances.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I7, S4.I9
Group
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Brand and Marketing Policy
This policy sets out the criteria for defining and regulating strategy and for executing
and controlling the brand and marketing management function.
The purpose of the policy is to establish the rules for the operation of the marketing
function, to ensure the consistency of the brand and to establish the rules of
cooperation within the global Santander Group in the field of marketing and branding.
The document sets out uniform principles, responsibilities and key processes in the area
of brand management, marketing and communication addressed to all stakeholder
groups.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I4, S4.R5
Group
“5 Cybersecurity Rules” Policy
This policy promotes responsible use of IT resources by the Bank's employees, based on
five key principles of cybersecurity. It is intended to minimise the risk of data loss or
leakage (including the information on consumers and end-users) and to protect IT
resources against cyber threats.
The policy was implemented by Ordinance of the Chairman of the Operational Risk
Management Committee and is available on the Bank’s intranet.
Addressed IRO:
S4.I1, S4.I2, S4.I5, S4.I6; S4.R1, S4.R2, S4.R3
Group
Policy for handling complaints,
inquiries and cause analysis
The document defines the principles related to the handling of problems reported by
current and potential customers (enquiries, complaints reported through various
channels by consumers and end-users) and to the analysis of the causes of complaints.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I3, S4.R4
Bank
General Code of Conduct
It defines ethical standards and rules of conduct to be followed by all Group employees,
including in relations with various stakeholder groups (e.g. in the context of the sale of
banking products and services, gifts and invitations, and conflicts of interest).
The Code was accepted by the Supervisory Board, was adopted by a resolution of the
Management Board and is available on the Bank's website and intranet.
Addressed IRO:
S4.I4
Group
Consumer Protection Policy
This policy sets out the rules for consumer protection, including sensitive consumers.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I7, S4.I10, S4.I11, S4.R3
Bank, Santander Leasing,
Santander TFI
Product and Service
Commercialisation Policy
The process of acceptance of new or modified products (offered to all customer groups)
and services of the Group, as well as the process of their monitoring in their life cycle.
The Management Board and the Supervisory Board are responsible for the policy.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S4.I9
Group
For more details about our in-house ESG regulations, please see https://esg.santander.pl/serwis/en/esg-policies/. This includes policies on matters relating
to our responsibility towards our customers. The content of these documents is available in full or in summary form.
Actions on material impacts on consumers and end-users and applying approaches to manage material
risks and opportunities related to consumers and end-users, and the effectiveness of these actions (S4-
4) (MDR-A)
In 2025, we took a number of actions to manage material impacts related to consumers and end-users. We are implementing these activities on a continuous
basis and will continue and adjust them in the years to come.
Customer experience management (S4.I8, S4.I9)
Taking care of customer satisfaction is one of the key elements of our strategy. This dimension describes the Total Experience strategic direction, in which we
have adopted the Net Promoter Score (NPS) and First Choice as the main metrics of customer experience. We manage it systematically, in accordance with
the Brand, Customer and Employee Experience Management Policy (TX Policy) applicable within the Group. The Policy is closely linked to other internal
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regulations (policies and procedures), creating requirements that are designed to help protect customers and prevent potentially negative impacts on
customers and end users, even in the event of termination of business relationships.
In accordance with the provisions of the policy, we conduct regular surveys. Our knowledge about customers is also enriched by other sources, such as: tactical
and operational surveys conducted on an ongoing basis or for specific needs, project research, and contact channel research. In addition, we analyse customer
feedback based on meetings and conversations, complaints, comments on social media, telephone and in-person reports, and analytical data from the Bank's
systems. These insights support customer experience management. The Bank also obtains information about the requirements of customers with individual
needs.
Based on this information, each of the business segments defines priorities and develops an annual action plan. We identify both positive and negative impacts
on customers in order to manage them accordingly. Progress towards customer satisfaction goals is monitored on a quarterly basis including with the
involvement of the Management Board.
The TX Policy not only describes the process of managing customer satisfaction in the Bank, but also formalises a set of mandatory customer-centric standards.
They concern communication and simplicity of language, service across all channels, research, designing solutions for customers, process management and
designing digital solutions compliant with WCAG. The role of standards is to continuously improve the quality and consistency of the potential customer
experience, regardless of the communication channel they choose.
As the Group, we have adopted an approach that we call Total Experience. In line with our strategy, we aspire to be a market leader in terms of service quality,
focused on the needs and expectations of customers and potential customers. The standards we have adopted include:
→ the "Compass" product and service design standard, which is based on modern customer-centric principles of design;
→ the “Rzecz jasna” (“Clear Thing”) standard of simple communication, which we have implemented both in the process of exchanging information with
customers and internally;
→ customer service standard: Customer Delight (Kanon Zachwytu), which requires that more and more focus is placed on combining digital solutions with
in-branch customer service;
→ a process management standard that emphasises simple and intuitive business processes;
→ digital UX standard, which includes guidelines for designing digital solutions also for people with individual needs;
→ a customer satisfaction survey standard that allows for objectivity and a consistent methodological approach in customer surveys.
Customer service standards apply to every stage of the customer relationship cycle – from the moment of interest in our offer to the end of the business
relationship. In accordance with the Santander Bank Polska S.A.’s Information Policy, we are committed to reliable, comprehensive and timely communication
to customers, both current and potential, in terms of the services and products offered, as well as information about the Bank's financial condition. The key
objective of the Bank’s communication with customers is to ensure that they understand the Bank’s principles and offering to be able to take informed and
responsible decisions about using the specific products on offer. We inform our customers about changes in our products and services, in compliance with
statutory and contractual deadlines, Bank's range of products and services and rules for using products and services, and we respond to our customers'
inquiries and doubts.
Selected principles of customer service standards in the Group:
We communicate with customers in a
simple and understandable way
We support the financial education
of customers and inform them
about the cybersecurity rules
We respect the diversity of our customers
and support people with disabilities
– so that everyone feels comfortable
in our Group
We help customers even
in matters unrelated to the Bank.
We go the extra mile to do
more than they expect
We recommend modern
and eco-friendly solutions for
paperless operations
We provide information about
charitable activities and encourage customers to
join in
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Human rights in relation to customers
As part of our commitment to protect human rights in relations with customers and end-users, as a Group, we rely on the General Code of Conduct and the
Responsible Banking and Sustainability Policy. The latter document includes a comprehensive approach to managing issues related to human rights,
sustainable development and stakeholder responsibility.
In the area of customer relations, as a Group, we are committed to:
→ Equal treatment of customers: regardless of their origin, gender, age, religion or social status, all customers are treated fairly and equally, in accordance
with the principles of responsible banking.
→ Privacy and personal data protection: a key element of the policy is to guarantee the security of customer data, in accordance with the law, including the
GDPR (as implemented under Polish law), and international privacy standards.
→ Responsible marketing: we strive to present our products in a fair, transparent and understandable manner, in accordance with the principles of ethics
and transparency.
In addition, our human rights policies and activities are aligned with international standards, such as:
→ United Nations Guiding Principles on Business and Human Rights;
→ Universal Declaration of Human Rights;
→ OECD Guidelines for Multinational Enterprises;
→ Principles for Responsible Banking (UNEP FI).
In 2025, at the Group level we recorded 10 breaches that resulted in warnings issued by the President of the Personal Data Protection Office, including one
order to delete personal data. These decisions did not have financial effects. The Bank implemented appropriate remedy measures.
In 2024, the President of the Personal Data Protection Office issued 9 warnings to the Bank. These decisions did not have financial effects. The Bank appealed
7 of them, and accepted 2 of them and implemented appropriate remedial measures.
The Group has policies in place to manage its impact on consumers and end users, including human rights. These processes include responsible sales practices,
data protection, and complaint reporting and handling mechanisms—details of which are provided later in this statement.
Transparent communication
We understand that transparent communication is one of the key elements of effective cooperation with the customer (IRO: S4.I2, S4.I4, S4.R5). We know
how important it is to communicate effectively, have clear rules and regulations and listen to the voice of the customer and learn from them (IRO: S4.I3, S4.R4).
In the Group, the standards for communication with customers are defined by:
→ Brand and Marketing Policy, which sets out uniform principles, responsibilities and key processes in the area of brand management, marketing and
communication.
→ Brand, Customer and Employee Experience Management (TX) Policy, which defines a communication system to provide customers with a consistent
experience related to the Santander brand.
In the creation of information materials, marketing communication and organisation of events, we are guided by the principle of honest and complete
information about the Bank's and the Group's products. We create communication with customers in a clear, simple and understandable way, taking into
account the characteristics of the target group, including all mandatory information resulting from regulations and standards set by financial supervisory
authorities. Information and advertising materials concerning the products and services offered by the Bank are prepared and made available in accordance
with the applicable regulations and fair competition principles.
The Bank is a signatory of the Code of Banking Ethics and the Banks' Declaration on the Plain Language Standard. We systematically introduce the principles
of plain language in contracts and other documents to make them more understandable and readable for customers. When preparing communication, we are
guided by the principles of consistency, coherence, transparency and neutrality.
We align communication, marketing, and sales practices with applicable law and the ethical standards. We are committed to:
→ informing about significant changes in regulations and guidelines (in the form of messages in the mobile and web application);
→ monitoring the implementation of regulatory projects;
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→ applying procedures for the approval of new products and significant changes in products;
→ verifying model contracts, communication and advertising, procedures and training, and periodically monitor processes and products.
The general rules for preparing and verifying marketing materials are also set out in the Manual of Advertising and Marketing Communication of Santander
Bank Polska S.A. Detailed standards for a given product group are included in the guidelines developed by the Legal and Compliance Division. The basic
principle is that the marketing material should be reliable, honest, true and written in an understandable and simple language, adapted to the recipient. Before
publication, each material is verified to ensure that it meets the standards described in the guidelines. In addition, training and workshops are held periodically
for units preparing marketing communication to strengthen the knowledge and skills of employees.
At the Bank, we are also aware of the fact that customers' decisions to purchase products are increasingly dictated by the desire to reduce adverse effects on
the environment or to have a positive impact on it. We want to provide customers with reliable and honest information that they can rely on when making
purchasing decisions. Therefore, we apply the Sustainability Communication and Advertising Guidelines. Advertising materials relating to our products and
services are reviewed for greenwashing by business and compliance units to ensure that the change does not create a risk of misleading customers.
As part of our efforts to improve the quality of communication, the Bank conducts regular language audits to assess the degree of simplicity of the language
used in both internal and external communication. The audit covers all of the Bank’s communication prepared in-house and addressed to customers and staff
members. It is based on the PLI (Plain Language Index), which measures the compliance of the content with the principles of simple and understandable
language. We analyse representative samples of texts, including content published on the intranet, formal documents, agreements, responses to complaints
and materials available on the Bank's website. This process identifies areas for improvement, in particular in terms of eliminating banking jargon and using
more accessible wording. Bank documents that are prepared in accordance with the simple communication standard and tested for accessibility receive the
“Accessibility and Plain Language” seal. In 2025, we focused on the simplification of information about the Bank’s key products and services (e.g. account,
cash loan, mortgage loan, credit card, e-banking, mobile banking application). We will carry on with this initiative also in 2026.
We are constantly striving to improve our employees' competencies with respect to simple communication. The plain-language standard is fostered by
language consultants who build the employees’ awareness of simple communication in their areas of responsibility as well as verify the texts created by staff
members. We launched a dedicated simple-communication site on the Bank’s intranet, while the document consultation process has been regulated in the
Brand, Customer and Employee Experience Management Policy (TX Policy).
These activities are in line with the Bank's strategy, which is aimed at transparent and friendly communication with customers and improving the experience
related to the use of financial products and services.
Security of services, transactions and customer data
Due to the nature of our business, we process significant amounts of customer personal data and other confidential and sensitive information. Maintaining
standards of customer data security is one of the key areas for us to build trust in the strategic direction of "Total Responsibility” (IRO: S4.I1, S4.I5, S4.I6, S4.R1,
S4.R2, S4.R3, S4.I11).
In our Group, we have implemented a number of regulations relating to the principles of protecting the security of services, transactions and customer data.
The overarching one is the Principles of Corporate Governance in the Field of Cybersecurity. These are the rules, tasks, and responsibilities, but also the
processes and elements of supervision for managing this area for all Group subsidiaries. In addition, we implemented in the Group the 5 Principles of
Cybersecurity Policy, which aims to promote responsible use of the Internet and IT resources by our employees. We know that every employee has a part to
play in the protection of personal data, which is why the policy is available on the intranet and all employees, regardless of seniority, are obliged to know its
provisions. The implementation of this goal is monitored by regular phishing tests, which provide a practical educational element for employees – thus, they
learn how to identify the techniques used by cybercriminals.
We meet national and EU standards for data protection against cyber threats. The Security Information Management System has the certificate of compliance
with the ISO/IEC 27001:2013 standard. It covers the supervision of information security in the Group's business environment and the assessment of specific
requirements concerning information security and IT systems.
We monitor regulations and technologies related to IT security and adapt our systems to changing conditions on an ongoing basis. This allows us to
continuously improve our internal transaction systems and tools that our customers use on a daily basis.
The security of customer data is our priority, which is why we strive to raise awareness of today's cyber threats. As a Bank, we conduct regular education
campaigns, using various communication channels, including those that reach customers who are less active on the Internet:
→ Online and mobile banking educational campaigns – CRM campaigns are carried out every month targeting individual customers and SMEs.
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→ "Don't believe in fairy tales" (Nie wierz w bajki dla dorosłych) campaign – we regularly publish cyber-educational posts on social media (Facebook,
Instagram, TikTok) and – if necessary – additional cybersecurity alerts. They reach our customers and other Internet users. We also expanded the project
to include educational on-site events at Work Cafes, fairy tales about cyber threats for entrepreneurs, and a fairy tale for callers waiting on the helpline.
→ Website and support tools – we regularly update the security website and promote the use of the CyberRescue tool.
→ Programme for seniors – the Santander Bank Foundation has launched the “Independent and Safe Seniors Online” initiative, which is a continuous
programme.
→ Nationwide campaigns – we cooperate with the Polish Bank Association, for example on the nationwide campaign “Watch out for cybercriminals – don't
let yourself get robbed” ("Uważaj na cyberprzestępców – nie pomagaj się okraść"), and with the Warsaw Institute of Banking, on cyber-educational
activities addressed to young people and students.
Activities addressed to employees:
→ Adaptation program: we implement a monthly training program in the field of cybersecurity for new employees of the Branch Network, Business Support
Centre, and Multichannel Communication Area.
→ Education on the intranet: we regularly publish content on the intranet about current cyber threats and cyber events at the Bank.
→ Phishing tests: hands-on tests allow employees to enhance their ability to identify suspicious messages.
→ CyberOctober: During the Cybersecurity Month, we organized webinars and other educational initiatives with experts.
Inclusive banking
In the Group, we adapt our offer, services, and communication systems to meet the needs of all customers (IRO: S4.I7, S4.I8, S4.I9, S4.I10, S4.I11). Services
are provided in traditional branches, in digital channels and via the network of self-service devices. Accessibility is steadily improved as part of the Barrier-free
Banking programme run by the Bank since 2010. Its purpose is to ensure access to the Bank’s products and services for people with various needs, including
people with disabilities. All branches and partner outlets adhere to the Barrier-free Banking Standards. Branches and partner outlets are equipped with mini
magnifying glasses and signature frames for visually-impaired or blind customers. Moreover, some branches are equipped with Totupoint sound markers that
assist people with visual impairments by helping them easily locate the branch entrance and familiarise themselves with the layout of the premises.
Customers who cannot read or write can confirm their statements of will with the assistance of a branch advisor. At the Bank’s branches, partner outlets and
remote channels, customers can connect online with an advisor who speaks the Polish Sign Language.
Branches are designed and modernised in accordance with accessibility guidelines. Solutions used there include, among other things, portable induction loops
and independent access for wheelchair users or people with individual needs.
Remote channels – including online and mobile banking, as well as the www.santander.pl portal– are developed and tested for accessibility for all customers,
including people with disabilities.
In accordance with the Act on accessibility for persons with special needs, the Bank provides non-personalised templates of agreements and regulations at
the customer’s request in the following formats: an audio recording, a video-recording translated into the Polish sign language, a Braille printout or a large-
font printout. The Bank has also been introducing accessible PDF documents, i.e. digital files in the format that makes them easy to read for people who use
assistive technologies (among other solutions).
Legal and administrative proceedings involving customers
In 2024 and 2025, there were legal and administrative proceedings relating to our business in the context of customer rights (IRO: S4.R3, S4.R4, S4.R5). The
pending court cases mainly concerned historically granted CHF-denominated and CHF-indexed mortgage loans. These matters are described in detail in
Chapter X “Financial Performance in 2025”.
In addition, in 2025, similar to 2024, there were administrative proceedings of the Office of Competition and Consumer Protection (UOKiK) against the Bank,
which concerned:
→ the principles of processing unauthorized payment transactions/ customer reports of unauthorized payment transactions;
→ determination of whether the templates of consumer agreements used by the Bank contain any prohibited clauses on changes to fees and charges for
banking operations or modification of other agreement conditions during the life of the agreement;
→ early repayment of mortgages, in which the Office of Competition and Consumer Protection examines whether banks settle correctly with consumers.
The proceedings concern settlement after full or partial repayment of a mortgage loan.
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Processes for engaging with consumers and end-users about impacts (S4-2)
The cooperation with customers in our Group is regulated by the Brand, Customer and Employee Experience Management (TX) Policy, which sets out the rules
for diagnosing customer needs, improving their experience, as well as monitoring and reporting progress. The Management Board is responsible for the
implementation and execution of this policy, but the operational responsibility for individual initiatives is decentralised (IRO: S4.I8, S4.I9).
To manage customer impact, we want to understand their needs and the quality of the experience we provide. The diagnosis of customer needs is carried out
through various forms of information collection, which we use to improve the quality of our services. Sources of information include:
→ Strategic research, which identifies trends and values important to customers, is taken into account in the process of initiative planning to improve their
experience.
→ Supporting research, conducted on a continuous basis or for specific projects, to monitor customer sentiment and socio-economic developments.
→ Design research, carried out in accordance with the Compass standard, which allows for the identification and verification of hypotheses regarding
customer needs, target groups and usability of products and services.
→ Data collected from other touchpoints, such as complaints, social media comments, phone calls, in-person reports, and analytics from banking systems.
All these activities are aimed at ongoing monitoring and adapting the Group's products and services to the needs of our customers. Customers are involved in
the various stages of product and service design – exploration, design, testing, and monitoring. We ask for customer opinions as part of ongoing research (e.g.
in relational or benchmarking research) and research related to specific initiatives. We make the results of the research available to employees, including in
the form of the "Voice of the Customer" dashboard, reports, databases and repositories, webinars and newsletters, along with recommended actions. In
addition, the Bank implemented the research and design standard "Compass" explaining how and at which points along the design path research should be
conducted.
Customer needs, aspirations, problems and requirements are the basis for our initiatives. One of the key metrics we use to check satisfaction and the extent
to which we meet customer expectations is the Net Promoter Score (NPS), which is used in all companies of the Group that serve individual customers.
Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
(S4-3)
We strive to ensure that all our products and services benefit consumers and end-users, but we recognise that not all activities or processes are without the
risk of negative impacts. Therefore, within the Group, we pay particular attention to providing our customers with easy access to effective mechanisms for
reporting concerns and complaints, as well as transparent remedial procedures (IRO: S4.I3, S4.R4). Customer queries and complaints are resolved on a case-
by-case basis (in line with the valid legislation as well as the Bank’s best practices and top standards), considering the individual circumstances of the customer
and with special attention paid to the needs of vulnerable customers.
The Bank has implemented the Policy for handling complaints, inquiries and cause analysis, which covers the receipt of complaints, allocation of tasks to units,
evaluation of complaints, communication with customers, complaint monitoring, controls and analysis of the reasons for complaints and recommendations.
The compliance function is responsible for the interpretation of this policy, and the Management Board – for approval of the same.
All Group subsidiaries offer contact channels enabling consumers to raise concerns and obtain answers quickly and in accordance with top standards of
customer service. Detailed information on complaint procedures and available channels for reporting concerns is available on the websites of each Group
subsidiary. The channels for accepting and processing complaints are described in the terms and conditions of individual products (and for loans, in loan
agreements). These are for instance:
→ Online forms available on the websites of the Group subsidiaries;
→ Telephone helpline, available in Poland and from abroad;
→ Mobile apps and online banking services;
→ Traditional branches of the Bank and Group subsidiaries as well as partner outlets where it is possible to file a complaint in person;
→ Video calls and chat for the hearing-impaired (service available on the Bank's website);
→ E-Delivery (e-Doręczenia) system;
→ Email addresses for filing reports and complaints;
→ Traditional postal correspondence, in which customers can send their messages in writing to the address specified by the particular Group subsidiary.
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In 2025, customers were asked to file their complaints via the e-Delivery channel – a third-party system operated by the Polish Post (pursuant to the Act of 18
November 2020 on electronic delivery). Other contact channels provided by the Bank for complaint-raising purposes refer to the Act of 5 August 2015 on
processing complaints by financial market entities, on the Financial Ombudsman and on the Financial Education Fund.
The process of registering and monitoring complaints in the Group differs depending on the Group's entity, but all activities are conducted in accordance with
the applicable laws and internal regulations. For each entity, the process of registering reports is precisely defined, which allows for effective monitoring of
their progress and ensuring timely responses. The Bank's customers can receive a response in the form of a letter or a message sent via online or mobile
banking. They are informed about each stage of the process (receiving the complaint, closing the case and providing the response) by text messages. In the
event of a longer complaint evaluation time (more than five and ten days), customers receive additional SMS notifications. Comprehensive information on the
complaint process (methods of filing complaints, rules and deadlines, methods of response, documents, appeals, out-of-court dispute resolution and
complaint handling in the Polish Sign Language) is available on the Bank's website.
The Bank ensures that persons with disabilities can lodge their complaints. The Bank has adapted the electronic channels of contact to meet the needs of
persons with disabilities as well as provides the services of Polish sign language interpreters (in remote channels and at the branches) and instructional videos
which present the complaint-filing-and-processing procedure in the Polish sign language. Persons with disabilities and/or vulnerable customers may use all
available channels of contact to file their complaint.
In 2025, the Bank continued its efforts to shorten the response time to complaints and improve the quality of communication. Thanks to automation, simple
cases are resolved faster, which streamlines the service process. Responses to complaints are prepared in an accessible, understandable way, free from
banking jargon – in accordance with accepted simple language standard. If the complaint is not accepted, the Bank informs customers about the appeal process
– internally to the Customer Care Officer, or to external institutions.
At the Bank, all customer complaints are registered and monitored in the Bank's internal complaint system. The system enables a thorough analysis of
notifications, response time and effectiveness of resolution. This allows us to identify areas for improvement. To ensure the effectiveness of the process, we
analyse complaint trends and incidents that cause an increase in the number of complaints. We collect and analyse information from various sources, such as:
reports and root-cause analyses of complaints and errors, organisational units that receive and process the complaints, and reports on comments posted in
social media. When necessary, corrective plans or initiatives aimed to improve the customer experience (also for vulnerable customers) are developed as a
follow-up on the analysis and communicated to the relevant units. Information about the complaint process is reported quarterly to the Management Board
and the Supervisory Board and discussed once a year at the meetings of the Management Board and the Audit and Compliance Committee.
We take action to ensure remedial measures are put in place when we identify a negative impact on customers. The Customer Care Office has a key role in
this regard, dealing with more complex cases, including the third and subsequent complaint on the same issue. The Office also responds to reports from
regulators and institutions, such as the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego), Financial Ombudsman (Rzecznik Finansowy)
or the Banking Arbitrator (Arbiter Bankowy). If the complaint is found to be valid, customers will get a refund.
We take care that our complaint process is in line with the Group's customer service standards – we try to ensure that customers trust the channels for
reporting breaches and guarantee that there is no retaliation.
2024
2025
Number of complaints from customers and end-users in the reporting period
254,407
239,962
Justified Complaint Ratio (%)
21.74%
18.83%
Average Complaint Response Time (days)
5.18
3.72
The average complaint response time for our Group is calculated as a weighted average of the number of days it takes to process a complaint, weighted by
the total number of complaints received from consumers and end-users during the reporting period. The complaints referred to various areas of business
activity, depending on the Group company. In the Bank, the most frequent issues were related to: fees and commissions (including account maintenance fees
and card fees), fraudulent transactions and CDM transactions. As regards Santander Consumer Bank, the main “pain point” were loan agreements. In the other
companies of the Group, issues related to insurance and fee calculation processes prevailed.
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3.2.2. Metrics and targets
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities (S4-5)
The most important objectives we have set for our customers stem from the "Total Experience" direction in our strategy. These are:
→ A unique corporate culture where customer and employee experience are equally important.
→ A unique process of creating solutions with users – we are an organization that focuses on human needs, which is our competitive advantage, we provide
pragmatic value and a positive emotional relationship with customers and employees.
Information about the identification of opportunities, setting of operational targets and metrics as well as the units involved in the process is presented in
the section “Material impacts, risks and opportunities and their interaction with strategy and business model” (SBM-3).
We measure the progress of achieving these objectives on a quarterly basis using strategic indicators and operational indicators contributing to strategic
indicators. We set goals in a one-year and three-year perspective. Thanks to this, we can identify deviations from the plan and react to them in a timely manner.
The results are discussed at the meetings of the Management Board and the Supervisory Board.
Our strategic goal (MDR-T) is to achieve a TOP 2 position in the Net Promoter Score (NPS) for the banking sector in Poland. (IRO S4.I12)
This target relates to the Bank's individual customer segment and is set for 2026, in line with the time horizon of the “We help you achieve more” strategy.
This indicator measures the loyalty and satisfaction of the Bank's customers through benchmark surveys and serves as an important measure of the strategy.
It allows for an analysis of the overall customer experience and their willingness to recommend the Bank’s services. NPS is measured on a scale of 0-10, where
promoters are responses of 9-10 and detractors are responses of 0-6. 2023 was taken as the base year with an NPS score of TOP 3. Progress is measured
quarterly. This purpose is carried out in accordance with the plan – in 2025, the Bank maintained its TOP3 position (just like in 2024).
We conduct benchmark-, relational- and transactional surveys and image research on an ongoing basis and with the use of samples that provide an adequate
basis for analysis and conclusions. These benchmark surveys are intended to provide the picture of the Bank against its peer group. In relational research, we
monitor similar areas as in the benchmark study, but with larger samples and with the possibility to identify customers. Transactional surveys are addressed
to customers who have recently contacted a customer advisor, visited a branch or partner outlet, or called out helpline. Image research shows the respondent’s
perception of the brands they are familiar with (i.e. the qualities associated with such brands). Among other things, this exercise provides a valuable insight
into the effectiveness of marketing campaigns. Our benchmarking and relational research also includes periodical surveys on the quality of contact channels.
This way we can measure changes in the customers’ assessment of these channels. The condition of digital channels (mobile application and transaction
service platform) is monitored periodically through internal research and customer feedback in the above-mentioned channels. Beside the satisfaction surveys,
we also conduct regular mystery shopping surveys to check the quality of customer service.
We develop other operational metrics in the area of customer experience (CX):
Description of the metric
Metrics – IRO identifier
Analysis of customer requests and complaints, which help us monitor customer
satisfaction and indicate key challenges in service, products and services.
S4.R4; S4.R5; S4.I8; S4.I9; S4.I10; S4.I11; S4.I3; S4.R3
The outcome of relational, transactional research and brand image research.
S4.I9; S4.I11
Monitoring the quality of processes and services provided to customers in
branches, ATMs, and digital channels.
S4.I5; S4.I7; S4.I8; S4.I9; S4.I10; S4.I11; S4.R1; S4.R2
We regularly track the performance of metrics, analyse trends in requests and customer feedback to assess the impact of the measures we implement. We
use the results of the analysis to design new solutions, which are tested as part of the policy with the involvement of customers. These changes include both
improvements in service processes and modification of the product offer, always taking into account the feedback of our customers.
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3.3. Our social environment – affected communities (ESRS S3)
3.3.1 Managing impacts, risks and opportunities
Material impacts in the area of affected communities
In the area of affected communities, we have identified the following material impacts:
→ Communities’ economic, social and cultural rights
These are indirect impacts through the business customers we serve, in particular those to whom we provide financing. This impact includes matters
related to human rights and may be related to customers who operate in industries with high environmental and social risk, or those that act contrary to
the law or ethical standards.
IRO identifier
Type of IRO
Description and location of impacts
S3.I1
Impact
Human rights are not guaranteed due to the financing of activities which involve well-known
past and recurring incidents, without a prior validation processes
S3.I2
Failure to recognise human rights or adverse impact on human rights due to insufficient
assessment and/or monitoring of financed projects
S3.I3
Lack of protection for affected communities due to the absence of monitoring mechanisms and
compliance reviews for funds used in sectors and/or activities with a high risk of environmental
and social impacts
S3.I4
Financing of the customers engaged in activities deemed as illegal, contrary to the Bank's
policies and ethical standards, which could pose risks to society
Policies related to affected communities (S3-1)
Communities that the Group has an impact on through the business customers it finances or serves:
→ Local communities affected by investment projects financed by the Group (e.g. mining or industrial plants).
→ Communities affected by the Group's business customers who operate in high-risk industries for the society and environment or conduct activity with
positive impact on society.
→ Communities affected by the Group's business customers who do not comply with ethical standards or community rights (e.g. human rights).
The Group’s direct impact on communities results mostly from our corporate social responsibility agenda. An integral element of the Group's strategy for
2024-2026, in which we commit to supporting society through education, counteracting financial exclusion and implementing social activities.
As part of our policies and standards, we strive to minimize the negative impact on communities, while strengthening activities that generate positive effects
for them. We place great value on compliance with international standards on human rights and the principles of social responsibility.
The key policies that govern our approach to managing impacts on communities are those related to human rights, counteracting the negative effects of
investments, and involvement in the life of local communities.
Human rights are addressed first and foremost in the Responsible Banking and Sustainability Policy. It confirms that we support and respect the human rights
of our employees, customers, suppliers, shareholders, investors and local communities. With regard to human rights, we act with due diligence to identify,
prevent, mitigate and respond to potential risk triggered by violation of human caused by financial and investment activity. In terms of communities, the policy
confirms that we take actions to:
→ Identify environmental impacts, risks, and opportunities as part of the analysis of financing and investment activities.
→ Establish environmental and social criteria in the evaluation of suppliers by including contracts clauses that promote compliance and ethical treatment.
→ Support communities by delivering the Group’s social agenda.
The policy refers to international conventions and standards, such as:
→ United Nations Universal Declaration of Human Rights,
→ United Nations Guiding Principles on Business and Human Rights,
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→ conventions of the International Labour Organization (ILO),
→ Ten Principles of the UN Global Compact,
→ OECD Guidelines for Multinational Enterprises,
→ Equator Principles.
The matters regulated by this policy are contemplated by the ESG Committee and the ESG Forum. In 2025, we recorded no serious human rights issues, nor
incidents related to affected communities.
Policies to manage material impacts, risks and opportunities related to communities (MDR -P).
Policy
Description of policy content
Scope of application of the
policy and exclusions
Environmental and Social
Risk Management Policy
Describes the Group's policy on investing, providing financial products and services
to customers operating in sectors such as oil and gas, energy production and
transmission, mining, metals, soft raw materials. The policy is supervised by the ESG
Risk Management Office. It also introduces the procedure on project management in
compliance with the Equator Principles, applicable in the Bank.
The policy was adopted by a resolution of the Management Board and is available on
the Bank's website and intranet.
Addressed IRO:
S3.I3, S3.I4
Bank, Santander Factoring,
Santander TFI (Santander
Leasing implemented their
own regulation in this regard)
Responsible Banking
Corporate Framework
Define common principles, roles and responsibilities, key processes as well as
governance and supervision structure for responsible banking activities.
The document was adopted by way of the Management Board’s resolution and is
available in the Bank’s intranet.
Addressed IRO:
S3.I1, S3.I2, S3.I3, S3.I4
Group
Responsible Banking and
Sustainability Policy
The Policy defines the principles, directions of action and processes for the
environmental, social and governance issues. It describes, amongst other, the
Group’s dialogue with stakeholders or its social agenda activity.
The document was adopted by the Management Board’s resolution and is available
in the Bank’s website and intranet.
Addressed IRO:
S3.I1, S3.I2, S3.I3, S3.I4
Group
Sensitive Activity Policy
In September 2025, the Bank’s Management Board adopted this policy and revoked
the previously applicable ones: Sensitive Sectors Financing Policy, Donations Policy
and Policy for Financing Political Parties. With regard to impact on communities, the
new document states that
• Customers from certain sensitive sectors, where reputational risk is
increased, are subject to detailed assessment. The Policy applies to
industries like the gambling and sports betting industry, the cannabis
industry and the tobacco industry.
• We offer donations in accordance with the adopted social agenda of the
Group. The Policy defines types of organisations which may receive a
donation (e.g. NGO), as well as principles and process of donating funds.
The Policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
S3.I3, S3.I4
Bank, Santander Factoring,
Santander TFI (Santander
Leasing is implementing its
own regulations in this regard)
Defense Sector Policy
It regulates the Group’s relations with entities operating in the defence sector. The
document highlights the need to observe international treaties (including on human
rights) and sanction regulations. The policy also lists categories of controversial
arms that will not be financed by the Bank.
The Policy was adopted by the Management Board’s resolution and is available in
the Bank’s intranet.
Addressed IRO:
S3.I1, S3.I3, S3.I4
Bank, Santander Factoring,
Santander TFI (Santander
Leasing implemented their
own regulations in this regard)
Reputational Risk
Management Policy
The document describes how we manage the risks associated with a negative impact
on the Group’s image, including issues of perception by key stakeholders.
The Policy was adopted by the Management Board’s resolution and is available in
the Bank’s intranet.
Addressed IRO:
S3.I1, S3.I3, S3.I4
Group
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For more details about our in-house ESG regulations, please see https://esg.santander.pl/serwis/en/esg-policies/. This includes policies on impacts on affected
communities, whose content is available in full or in summary form.
Taking action on material impacts on affected communities, and approaches to managing material risks
and pursuing material opportunities related to affected communities, and effectiveness of those actions
(S3-4) (MDR-A)
The Group engages in responsibly managing the impact of our activities on communities. This impact can be direct, as in the case of our social activities, or
indirect, through the business customers we serve, particularly those to whom we provide funding for. In 2025, we took many actions in this capacity.
Impact on communities through customers
Our impact on communities (via our business customers) is managed in two ways:
→ we finance companies that pursue social goals to have positive impact on communities and
→ we manage the risk associated with serving companies, to mitigate negative impact on communities (IRO: S3.I1, S3.I2, S3.I3, S3.I4).
We support the development of companies that have a positive impact on communities through the financing we provide in line with our Sustainable Finance
and Investment Classification System (SFICS). Social-wise, this includes areas such as education, healthcare, affordable housing, transportation (including
public transport and infrastructure), water and sewage services and telecommunications infrastructure. Financing provided in 2025 primarily focused on the
development of healthcare and educational facilities.
We also provide financing that has a positive impact on communities in partnership with public institutions. For example, we signed an agreement with the
European Investment Bank Group, through which the Bank and Santander Leasing provide financing supporting two goals:
→ developing the activities of entrepreneurs from the SME sector, who may have difficulty obtaining loans (thus reducing the risk of financial exclusion),
→ developing women's entrepreneurship by financing small, medium and large companies owned, managed, or supporting women's professional
development.
The cost of this type of financing for customers is reduced. The Leasing Company received Risk Sharing Award 2025 in recognition of this activity.
In order to minimise potential negative impact on communities, we focus our initiatives on the risk management in three main areas:
→ community impacts associated with the investment projects we fund (IRO: S3.I2),
→ impacts on communities related to the activities of business customers we manage in relation to environmental and social risk (IRO: S3.I1, S3.I3, S3.I4),
→ impacts on communities related to the activities of business customers we manage in relation to reputational risk (IRO: S3.I1, S3.I3, S3.I4).
As regards the financing of investment projects, we follow the Equator Principles (i.e. the leading international standard for ESG risk management). The Bank
has a procedure in place which, for projects financed by the Corporate and Investment Banking Division, implements the Equator Principles into a specialised
process of assessing the environmental and social risk of projects. In addition, our internal regulations: Responsible Banking and Sustainability Policy and the
Environmental and Social Risk Management Policy are rooted in the Equator Principles. These principles are voluntary guidelines for financial institutions and
concern the identification, assessment and management of environmental and social risks when financing projects.
The Equator Principles define specific financing parameters that should be included in the study. These criteria apply to the total investment cost of the project
(from USD 10m of total cost, regardless of the value of financing from the Bank), the project phase and the type of financing. We require our customers to
provide relevant documents to carry out a due diligence analysis, including in the area of human rights, for compliance with the UN Guiding Principles on
Business and Human Rights. Then, as part of the environmental and social risk management process, we require our customers to inform the local community
about the potential adverse impacts of the project and mitigation options, to make documentation available, to establish a grievance mechanism and to
conduct a process of informed public consultation before construction begins. If material potential risks are identified, our customers manage them by
implementing an Environmental & Social Action Plan (ESAP). This is prepared by an independent consultant in cooperation with the banks financing the project.
For projects with a high potential risk, the Bank requires monitoring reports, at contractually defined intervals, also prepared by an independent consultant,
which are verified by the Bank. These issues are managed by the ESG risk unit and its opinions are taken into account by decision-makers in the credit process.
This process requires the Bank's involved units to collect relevant documentation and is subject to an internal control mechanism. Our effectiveness is
measured by the number of investment projects assessed against the Equator Principles.
Environmental and social risks associated with the customer are evaluated in accordance with internal procedures of the Bank. They apply to the Corporate
and Investment Banking Division [CIBD] customers and the Business and Corporate Banking Division [BCBD] customers who are subject to the Environmental
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and Social Risk Management Policy or, in accordance with that policy, conduct activities considered sensitive by the Bank. When analysing the ESG risk, we
consider the impact of the customer activity on affected communities. In the CIBD customers process, we verify whether these customers have appropriate
policies, procedures or processes in place to prevent negative impacts on communities that result from the activities of the customer or its suppliers. Through
media monitoring, we also examine whether customers implement the provisions of their documents in practice. We periodically monitor the environmental
and social risks associated with the activities of our existing customers (during the relationship). We also make such assessment before granting financing to
new customers. The success of these activities is measured by the completion of all planned assessments. When we identify negative impacts on stakeholders,
we engage in dialogue with the customer to better identify such impact and propose mitigation measures where necessary. This information is an integral
part of the lending process. However, we do not directly verify the effectiveness of our actions by assessing how customers minimized the negative impact of
their activities on communities.
In 2025, we launched the process of assessing environmental and social risk also for the BCBD customers. The process is at the pilot stage and will be
developed going forward. Additionally, customers not included in the pilot programme are subject to a simplified process.
In terms of reputational risk management, we monitor the activities of our business customers and the associated reputational risks for the Group. In
accordance with the Reputational Risk Management Policy, the process is carried out by relevant units of the first and second line of defence and is supervised
by the member of the Bank's Management Board in charge of the Legal and Compliance Division. For this purpose, we perform media coverage monitoring,
amongst others. As part of this process, we verify whether the company or investment project is controversial among the local community and take into
account controversies related to respect of human rights or the social impact of the customer or financed project in the decision-making process. Such cases
are assessed by the reputational risk unit, and the opinion may be positive, conditional positive or negative. Negative opinion:
→ may lead to the decision not to engage with the customer,
→ is taken into account in financing applications when a decision is made by the relevant body (e.g. credit committee), for new products or an existing
exposure.
One of the metrics we use to monitor our activities is the number of customers or transactions reviewed by the reputational risk unit. We do not evaluate the
effectiveness of these activities in terms of how our business customers have minimized their negative impact on the communities in which they operate. The
reputational risk unit conducts quarterly monitoring of the activities of the Bank's business units. This applies to cases where, as a result of a conditional
positive opinion, a business unit implements and reports on additional activities to which it is obligated (e.g. providing additional documents, obtaining a
customer’s stance on a given matter, or monitoring the media coverage).
In 2025, we adopted a new operational regulation at the Bank, which specifies criteria for assessing reputational risk with respect to customers and
transactions. This document includes, among others, an assessment of customer’s environmental, social and governance (ESG) practice.
Corporate Social Responsibility initiatives
Our social activities aim to have a positive, direct impact on communities. They are addressed primarily to the residents of Poland. We undertake social
initiatives in priority areas within the Total Responsibility pillar, mainly with respect to:
→ The development of entrepreneurship, professional competences and education. They are mainly aimed at entrepreneurs, students and other young
people. In this area, in 2024 and 2025, we offered, among others, Santander Foundation scholarship programme for students, assistance in entering the
labour market and professional competence-building (including foreign language learning) in the form of training and educational materials available
on the Santander Open Academy platform.
→ Financial education. We provide this education mainly for children and young people (and their guardians), including through the “Finansiaki” project,
which has been developed over the past few years,
→ Education in the field of cybersecurity. It is aimed at customers and the general public. We conduct our activities via internet and mobile banking
channels, on the Bank's website, as well as on social media (including the “Don't believe in fairy tales” campaign) and in cooperation with NGOs
(Cyberattack Defenses – a grant programme launched by Santander Foundation).
→ Increasing access to financial services. These initiatives are addressed to people who are underbanked or otherwise at risk of financial exclusion. We
offer them appropriately designed financial services and service channels, including partner outlets and ATMs in smaller towns, accounts for children
under 13 and the “Cashless Poland” programme. As of 2025, thanks to cooperation with the EIB, we also provide preferential financing to entrepreneurs
from the SME sector who have difficulty accessing financing.
→ Social support through the activities of the Santander Foundation. These are mainly aimed at local communities and people in difficult circumstances.
This group of activities covers areas such as youth activities, social assistance, health care, humanitarian aid or environmental protection. Examples of
projects: employee volunteering, subsidies programmes (“Here I live, here I make eco-friendly changes”, etc.) and other charity initiatives (“Flicker Club”,
whereby we renovate and equip social rooms in hospitals for children, etc.).
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→ Support for cultural events (including sponsoring of Malta Festival [theatre and music festival] and scholarships for students of Reina Sofía Music School
in Madrid).
Our social action agenda refers to the international Business for Societal Impact Standards. Those actions are oriented towards the UN Sustainable
Development Goals. Mostly, they contribute to the following goals: Good quality education (SDG 4) and Good health and quality of life (SDG 3). Other goals
include: Ending Poverty (SDG 1), Less Inequality (SDG 2), Economic Growth and Decent Work (SDG 8), Climate Action (SDG 13) and Partnerships for the Goals
(SDG 17). Results of the Group’s social agenda actions achieved in 2025 are described below (see section S3-5).
We measure the effectiveness of social programs primarily by their reach, thus by the number of social support beneficiaries and people reached by the
educational content. We also monitor the amount of funds that the Group allocates to social purposes. These activities are supervised by the Head of the
Communication and Brand Experience Area and their results are reported to the ESG Committee on a quarterly basis.
In 2026, the Bank plans to continue actions initiated in 2025 in accordance with the adopted strategy (including Total Responsibility as the strategic direction).
This also applies to actions related to our direct impact on communities and indirect impact through our business customers (IRO: S3.I1, S3.I2, S3.I3).
Processes for engaging with affected communities about impacts (S3-2)
Communities that we affect through customers have limited options to contact us, like filing complaints, which is a result of banking secrecy, because the
Banking Law Act prohibits us to share information about our customers. As a general rule, communities are thus not aware of the business relationship
between us and our customers who affect them. When it comes to working with affected communities, we therefore focus on the requirements we set for
our customers (IRO: S3.I1 - S3.I4).
In the case of investment projects financed by the Bank in line with the Equator Principles, we oblige customers to consult with the local community and to
share appropriate documentation revealing any potential adverse impacts of the project on the environment and community. Our customers consult with
stakeholders and then incorporate the results of these consultations into their operations. The process takes place at an early stage of the project, before
construction begins. For projects with a high potential risk of negative environmental or social impacts, we require customers to hire an independent, qualified
consultant. Their task is to evaluate the public consultation process in terms of legal requirements, to ensure taking the consultation results into account in
the customer's further operations.
When managing reputational risk, we monitor whether our customers' actions are controversial, including community protests. Where this is the case, we
check whether the customer has fulfilled its public consultation obligations, whether it is implementing a policy or plan for communicating with stakeholders,
and whether it is participating in meetings with local communities (IRO: S3.I1, S3.I3, S3.I4).
Goals and actions of the Group’s social agenda are developed in response to community needs. Priority targets and initiatives, such as those defined in the
Bank’s strategy, recognise the of publicly available information on social challenges and needs in Poland. Additionally, we conduct opinion polls at the request
of the Bank in order to gain a deeper understanding of the current needs and plan the specific initiatives accordingly. We also take into account the employees’
opinions when preparing volunteer projects, and we cooperate with non-governmental organisations that have the expert knowledge of specific areas and
dedicated tools. In 2025, we implemented a new internal regulation setting out the principles of making cooperation agreements and joining sustainability-
related and ESG partnership initiatives. This includes participation in sectoral organisations and cooperation with other NGOs. We also conduct surveys to
analyse community needs. Regular surveys focus on:
→ needs regarding accessibility of financial services (in the context of eliminating financial exclusion) and financial health (status) care,
→ financial education needs,
→ priorities of potential donors regarding the social causes they would like to support.
Cooperation processes with the affected communities are carried out by the relevant organisational units responsible for respective matters, including (IRO:
S3.I1 - S3.I4):
→ units responsible for reviewing media content and information from NGOs as part of reputation risk management,
→ units implementing the Bank’s ESG risk management policies in the context of ensuring that local communities are able to voice their opinions and
concerns about the activities of the Bank’s business customers,
→ units implementing and coordinating the Group’s social activities (including ESG and sponsorship teams and organisational units that liaise with
Santander Foundation),
→ units carrying out (potential and current) customer research and marketing research, in the case of social activities linked to business objectives,
→ units coordinating membership and collaborating with sustainability organisations on behalf of the Bank.
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The implementation of these processes is supervised by the managers of these units, who are either heads of areas or members of the Management Board.
Processes to remediate negative impacts and channels for affected communities to raise concerns
(S3-3)
In the context of corrective actions, we have not identified cases where the Group had a material direct and negative impact on communities either in 2024 or
in 2025. Such a potential negative impact may occur in relation to the activities of our business customers. Due to the nature of our business relationship with
them, we have limited influence on their activities, including remediation. Nevertheless, we monitor whether and how such actions are implemented (IRO:
S3.I1 - S3.I4).
With regard to the financing of investment projects within the Corporate and Investment Banking Division [CIBD], the application of the Equator Principles
prevents the Bank from having a negative indirect impact. Customers mitigate potential negative effects by implementing an action plan (ESAP –
Environmental & Social Action Plan). This is prepared by an independent consultant in cooperation with the banks financing the project. However, if such an
impact cannot be avoided, we strive to ensure that customers minimise the impact on the community and implement appropriate countermeasures, both in
the social and environmental areas. Customers whose projects are evaluated using the Equator Principles methodology are contractually obliged to inform us
of negative environmental and social events related to the investment. Agreements envisage sanctions or conditions for the disbursement of subsequent
tranches of financing related to customer's compliance with the relevant standards (also specified in the agreement). At the same time, we require these
customers to have a grievance mechanism in place for the affected community for each investment project. The customer is obliged to inform the community
about this mechanism as part of the stakeholder engagement process.
In the process of assessing the customer's environmental and social risks, we also verify if the customer has put in place mitigation measures in the event of
a negative impact and what the customer’s stance on the issue is. Such verification takes place in connection with the periodic review of the CIBD customers
subject to the Environmental and Social Risk Management Policy. Information about possible negative impacts and the corrective measures implemented by
the customer is taken into account when making a credit decision.
When managing reputational risk, we monitor whether the customer carrying out controversial activities has offered compensation to affected communities
and whether it is committed to community engagement. We conduct annual reviews, as well as ad hoc reviews if we identify a significant reputational factor
on the customer’s side. If we assess that the customer’s business requires corrective action, the compliance function commits the business unit to periodic
reviews, the frequency of which depends on circumstances of the specific case. The business unit carries out media monitoring combined with direct dialogue
with the customer.
Our employees (and contractors) may also use the whistleblowing channels. Individual customers may file their complaints, comments, and other queries via
dedicated electronic channels. For more information, see section G1-1. Other stakeholders can use the dedicated email address (kontakt@santander.pl), make
comments and suggestions by letter or phone, or in person at any branch or partner outlet. They are used for communication on various matters. ESG-related
issues, including reports from local communities, are not a separate, distinct category of matters. In such cases, the report is forwarded to the appropriate
Bank unit, similarly to other types of matters.
The termination of a business relationship through contract termination by the Bank is regulated by the law, banking regulations and the terms of agreements
concluded with customers. If a customer is found to have violated their obligations, particularly the provisions of the agreement, decisions on further actions
are made appropriately, considering the nature and severity of the breach. These actions may include suspending the disbursement of subsequent financing
tranches, increasing the margin, or terminating the contract. A customer's negative impact on affected communities may constitute a violation of specific
contractual obligations. An example includes agreements related to investment projects assessed under the Equator Principles methodology. Additionally, a
customer’s negative impact on the community may serve as a basis for ending the business relationship in ways other than termination, such as refusing to
extend financing.
In 2025, we carried out activities that support the use of corrective measures. The process of assessing environmental and social risks was extended to cover
the Business and Corporate Banking Division [BCBD] customers as well. We have published summaries of policies on the Bank’s website that address our
potential impact on communities so that they are aware of our standards in this area. These actions complement internal processes, including those related
to customer monitoring and customer remediation of potential damages.
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3.3.2 Metrics and targets
Targets related to managing impacts, risks and opportunities related to affected communities (S3-5)
Within the Group, we set strategic goals that allow us to monitor and manage the impact of our activities on communities. They concern our direct impact.
These goals are subject to planning, approval, monitoring, and periodic review processes. The social responsibility strategy is developed, among other factors,
based on stakeholder consultations, including representatives of civil society. In addition to strategic goals, we use operational metrics, which, as the strategy
evolves, may be adapted to MDR-T requirements and classified as objectives in the future.
Regarding community engagement efforts, the Bank has set a strategic goal (MDR-T) related to the number of beneficiaries of financial inclusion initiatives.
This goal supports our social impact strategy, which aims, among other things, to reduce financial exclusion, and is linked to the implementation of the
Responsible Banking and Sustainability Policy. It relates to increasing access to basic financial products and services, such as accounts, transactions, payments,
digital services or financing for unbanked individuals or those with insufficient access to banking services. The goal is executed by ensuring access to a network
of partner outlets and ATMs in areas where the Bank does not have physical branches. These initiatives are carried out using an internal methodology that is
based on international standards (mainly: UNEP FI).
The indicator refers to the Bank and covers only people newly integrated into the financial system during the year. The baseline year is 2023, when the goal
was revised and incorporated into the Bank’s new strategy. In 2023, the metric value was 145,849 beneficiaries. Within the 2024-2027 planning horizon
(aligned with the Bank’s strategic planning process), the target is to reach a total of 660,070 people.
2024-2025 result
2024-2027 plan
Number of beneficiaries of financial inclusion
377,788
660,070
The progress of performance against the goal is monitored on a quarterly basis as part of sustainability strategy progress reports, presented to the ESG
Committee, the Management Board and the Supervisory Board. The level of ambition of the targets is reviewed in the annual planning processes, taking into
account the trajectory of the Group's strategic objectives as well as plans and possibilities as to future activities. The target value set for 2027 has not changed
in the current financial year. The target has been progressing on schedule.
Currently we have been tracking such operational measures (applicable to the Bank and the Group):
Target
Metric
IRO identifier
Support for society through
educational programmes and
community investments
Number of beneficiaries of financial education
(including cybersecurity courses)
n/a
Number of beneficiaries of social support
n/a
Value of investments for community.
n/a
Building stakeholder trust through
our social responsibility and
stakeholder trust through awareness
Socially responsible bank image: This NPS indicator reflects the
perception of the Bank by current and potential customers compared
to its direct competitors. It addresses the social responsibility
dimension of the Bank’s image.
n/a
Minimising negative impact on
communities through the Group's
business customers
Number of investment projects assessed in accordance with the
Equator Principles, including % of projects with high environmental
and social risk
S3.I2
Number of customers/ transactions assessed by the reputational risk
unit
S3.I1, S3.I3, S3.I4
Results of selected measures (MDR-M) in reporting periods:
2024*
2025
Number of beneficiaries of social support
1,065,673
598,348
Number of beneficiaries of financial education
744,604
833,810
Amount of social investment (PLN)
10,605,734
8,781,184
*Full numbers. The Statement for 2024 contained rounded numbers.
Metrics assumptions:
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→ The number of social support beneficiaries includes Group support in the form of financial and material contributions and employee volunteering. The
number is based on the reach of individual initiatives, in line with accepted methodologies for reporting social metrics. We avoid double counting so that
particular beneficiary benefiting from different activities under one initiative is only included once. In the absence of the tools to determine the exact
number of beneficiaries of an initiative, we use an estimation method that involves subtracting 30% of people from its total reach. We report on the
beneficiaries of a social initiative after it has been completed, when the beneficiaries have already benefited from the support (which we provide to them
directly or through social partners). The types of initiatives implemented are described in section S3-4. This metric does not apply to initiatives concerning
financial education.
→ The number of beneficiaries of financial education also includes education in the field of cybersecurity. It can be directed at our customers as well as
the general public, using various channels and educational tools. The beneficiary is a person who has familiarised themselves with at least 50% of the
educational content. We also avoid the double counting of beneficiaries (as above).
→ The amount of social investment refers to activities in the field of social support and financial education. It applies only to funds provided by the Group,
excluding donations mobilised among customers or other stakeholders. For expenses subject to VAT, we take net amounts into account. We report on
the amount of social investments when the Group's expenses are accounted for.
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4. Governance information – Business conduct (G1)
4.1. Governance
Material impacts and risks in business conduct
In the area of business activity and business conduct, according to the conducted double materiality analysis, topics such as the following are of key importance
to us:
→ Corporate culture
Impacts related to corporate culture include efforts to conduct business responsibly, taking into account the interests of employees, society and the
environment.
IRO identifier
Type of IRO
Description and location of impacts
G1.I1
Impact
Acting responsibly by considering not only the interests of investors and the Bank but also the
impacts on employees, society, and the environment, including paying taxes.
G1.I2
Failure to uphold commitments to respect human rights due to the absence of appropriate
governance structures, communication channels, and scalability.
G1.R1
Risk
Risk arising from the absence of adequate governance structures, internal regulations, and
scalability to manage and address ESG issues.
→ Protection of whistleblowers
In the area of whistleblower protection, it is crucial to ensure confidentiality and effective whistleblowing channels, which fosters transparency and trust.
IRO identifier
Type of IRO
Description and location of impacts
G1.I3
Impact
Protecting the confidentiality of whistleblower information through an effective communication
system where the Bank provides uniform information to authorities via robust, unified rules and
procedures in whistleblowing channels.
G1.I4
Increase in recurring incidents due to the lack of internal measures to effectively address issues
reported through complaint channels and the failure to implement continuous improvements.
→ Management of relationships with suppliers, including payment practices
Risks include supplier relationship management, where non-compliance with requirements such as operational resilience (e.g. DORA) can lead to
business interruptions.
IRO identifier
Type of IRO
Description and location of impacts
G1.R2
Risk
Risk resulting from the failure to implement operational resilience solutions, such as compliance
with DORA (Digital Operational Resilience Act) requirements across the entire value chain.
→ Corruption and bribery
The impact in this area is related to combating all forms of corruption and bribery – failure to take effective action may expose the organisation to
reputational and financial losses.
IRO identifier
Type of IRO
Description and location of impacts
G1.I5
Impact
Combating all forms of corruption.
The area of political influence and lobbying activities (G1-5) was not considered material in the double materiality analysis, as the Group is not engaged in
activities that involve funding political parties, engaging in lobbying or undertaking other activities aimed at exercising political influence. Consequently,
disclosures in this regard are not applicable to our business.
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Business conduct policies and corporate culture (G1-1)
Business conduct policies (MDR-P)
Corporate governance in the Group defines the principles of the bodies and key systems and processes, and shapes appropriate relations with the Bank's
shareholders, customers and other stakeholders. The adopted principles build market confidence in the Group and indirectly support the sustainability and
credibility of the domestic capital market. We place particular emphasis on the professionalism and ethical profile of the members of the management and
supervisory bodies, as well as on transparency and utmost diligence in operations.
At Group subsidiaries, corporate governance is based on applicable laws such as the Code of Commercial Companies and the Banking Law, as well as
supervisory guidelines, including the Corporate Governance Principles for Supervised Institutions developed by the Polish Financial Supervision Authority
(PFSA). In the case of the Bank, documents such as the 'Best Practice for GPW Listed Companies', Recommendation Z on internal governance principles in
banks issued by the PFSA and the Code of Banking Ethics of the Polish Bank Association also play a key role. These standards and guidelines ensure consistency
of operations, transparency and the top quality of management within the Group.
A full description of the Bank's corporate governance is provided in Chapter XII “Statement on Corporate
Governance in 2025”.
As the Group, we have developed and implemented internal regulations that set out policies for business conduct. These policies are made available to
employees via the intranet, during the onboarding process via training and induction materials, and through an internal knowledge base. The Management
Board and, in some cases, the Supervisory Board are usually responsible for their implementation. Among the key documents are:
Policy
Description of policy content
Scope of application of the
policy and exclusions
Corporate Culture Policy of
Santander Bank Polska
Group
The policy defines the organisational culture within the Group. It defines the values,
behaviours, principles and standards of conduct that shape the way the Group and its
employees operate.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
G1.I1, G1.I2
Group
Respect and Dignity Policy
Sets out principles for countering bullying, harassment and discrimination and promoting
fairness to ensure a safe and decent working environment for all employees and
stakeholders.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
G1.I1
Group
General Code of Conduct
Defines ethical standards, compliance and accountability principles that apply to all
employees, promoting integrity, transparency and the prevention of conflicts of interest
in the Bank's operations.
The Code was adopted by a resolution of the Management Board and is available on the
Bank's website and intranet.
Addressed IRO:
G1.I1, G1.I2
Group
Conflicts of Interest Policy
It describes the process for identifying and managing conflicts of interest, in particular
with a view to meeting the requirements set out in legislation.
The policy was accepted by the Supervisory Board, was adopted by way of a resolution of
the Management Board and is available on the Bank's website and intranet.
Addressed IRO:
G1.I2, G1.R1
Group
Anti-Bribery and
Corruption Policy (ABC
Policy)
The key component of the Group's anti-corruption standard. The policy sets out the
minimum requirements for managing the risk of bribery and corruption linked to the
actions of employees, third parties, and in dealings with customers. The document is
aligned with current legal requirements and reaffirms that neither the Bank nor the
Group have tolerance for any breaches relating to bribery or corruption.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
G1.I5
Group
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Whistleblowing Policy and
Internal Reporting
Procedure (whistleblower
protection)
This Policy, together with the Procedure (protection of whistleblowers), indicates the
principles and procedures for safely reporting violations of laws, regulations or ethical
standards within the organisation, considering the prohibition of retaliation. The
regulations set out the rules for reporting information on notifications to the relevant
Bank authorities.
The said policy was accepted by the Supervisory Board, was adopted by the Management
Board’s resolution and is available on the Bank’s intranet.
The procedure was accepted by the Supervisory Board, was adopted by way of a
resolution of the Management Board and is available on the Bank's website and intranet.
Addressed IRO:
G1.I3, G1.I4
Group
Policy on cooperation with
suppliers and outsourcing
The policy sets out communication principles to ensure equal access to clear, accurate,
truthful and up-to-date information for all stakeholders.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
G1.R2
Group (excluding Santander
Factoring, Santander TFI
implemented its own
regulations in this regard)
Information policy
The document sets out communication principles to ensure equal access to clear,
accurate, truthful and up-to-date information for all stakeholders.
This policy was adopted by the Management Board’s resolution available in the Bank’s
intranet and on the Bank’s website.
Addressed IRO:
G1.I1
Group (excluding Santander
Factoring; Santander Leasing
implemented its own
regulations in this regard)
Procurement Policy of
Santander Bank Polska S.A.
The document sets uniform standards for operations within the framework of purchasing
processes by introducing applicable regulations and procedures in this area.
The said policy was adopted by the Management Board’s resolution and is available on
the Bank’s intranet.
Addressed IRO:
G1.R2
Group (excluding Santander
Factoring that has
implemented its own
regulations in this regard)
For more details about our in-house ESG regulations, please see https://esg.santander.pl/serwis/en/esg-policies/. This includes policies concerning issues
related to business conduct. The content of these documents is available in full or in summary form.
Business conduct activities (MDR-A)
The Bank implements a number of activities that stem from the policies described above and serve to prevent impacts, contribute to positive ones, minimize
risks and take advantage of opportunities in the area of business conduct. They are continuous in nature, which means that they will be continued and
developed in future years. The following subchapters detail the initiatives and actions taken in 2025 in areas such as corporate culture, protection of
whistleblowers, managing practices with suppliers, and combating all forms of corruption.
Our corporate culture
In the Group, we adhered to the idea of the “Santander Way” which defines the purpose and ways in which we operated. Our three corporate values – Simple,
Personal, Fair – described how we approached customers to whom we offered financial services, and employees working in Group subsidiaries (IRO: G1.I1,
G1.R1).
The day-to-day operation of the Group was supported by a set of desirable corporate behaviours. Their acronym: T.E.A.M.S defined our priorities.
As the Group, we act ethically, following the values and principles written down in our key document, the publicly available General Code of Conduct, applicable
to all companies. We defined in the Code detailed principles of ethical work in our organisation, present examples of behaviour desirable in specific situations
and clearly communicate the consequences of violating ethical standards. The Code's standards are addressed to all employees of the Bank under an
employment contract or those who cooperate with us under civil law contracts, including top management and members of the Bank's management and
supervisory bodies. The corporate culture assessment process is carried out in accordance with the Corporate Culture Policy of Santander Bank Polska Group.
The assessment includes an analysis of how values are perceived among key stakeholders, and in customer satisfaction surveys.
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Selected aspects addressed by the provisions of the Code:
→ corporate culture – the Santander Way approach and the T.E.A.M.S. slogan;
→ whistleblowing channels,
→ equality of opportunity and prohibition of discrimination;
→ an inclusive and respectful work environment;
→ preventing conflicts of interests;
→ processing of confidential information and personal data;
→ behaviour in the media and during public appearances;
→ procedures applicable on securities markets;
→ maintaining fair and responsible relations with peers;
→ cybersecurity;
→ responsible use of social media;
→ financial information: reliable and transparent;
→ control of staff expenditure;
→ intellectual and industrial property rights;
→ sale of bank products and services;
→ contacts with suppliers and intermediaries;
→ third party gifts and invitations;
→ prevention of financial crime;
→ cooperation with public authorities.
All employees are required to read and comply with the General Code of Conduct. The principles described in the document are presented during onboarding
training for new employees, such as the obligatory training: “General Code of Conduct, the anti-corruption programme and prevention of the risk of criminal
liability”. They are also recalled periodically during mandatory training courses for all employees. The Code is subject to annual reviews.
Mechanisms for identifying, reporting and investigating violations
At the Group we have implemented a whistleblowing system that ensures that internal and external stakeholders can report violations and irregularities
through dedicated communication channels. This system is an integral part of our corporate culture, supporting adherence to the ethical standards and
principles of social and business responsibility (IRO: G1.I2, G1.I3, G1.I4, G1.I5).
Employees can report issues relating to, among other things, violations of the law, internal procedures or ethical standards in accordance with the
Whistleblowing Policy. Reports can be made both anonymously and openly using the KLAKSON application, the ethical helpline, dedicated email address and
traditional mail. Details of this process are described in the “Our employees” section. In addition, based on the provisions of the Internal Reporting Procedure
(whistleblower protection)', both employees and other persons who are bound to the Bank by their employment context can report violations of the law as
defined in the Whistleblower Protection Act, via email address, traditional mail or during a meeting.
Reports are handled in accordance with the Whistleblowing Policy and the Internal Reporting Procedure (whistleblower protection), the provisions of which set
forth the principles for preventing conflicts of interest at the stage of investigating reported cases, maintaining confidentiality and anonymity, non-retaliation,
and regular audits of the functioning of the whistleblowing model.
Individual customers can report complaints, remarks and problems: online (via the e-banking system or mobile app, as well as using the online form), by
phone, in person at any branch or partner outlet and by letter. The hearing-impaired can also use the option of video chat with the help of a sign language
interpreter. For more on this, please see the Our customers” section.
Other stakeholders can use the dedicated email address, make comments and suggestions by letter or phone, or in person at any branch or partner outlet. For
more on this topic, see the section “Affected communities”.
In 2025, we received 143 reports via whistleblowing channels maint ained by Santander Bank Polska Group
(including to “ethics” and “whistleblower” mail boxes, by letter, through the app, and an ethical helpline).
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Reports via Group’s whistleblowing channels
2024
2025*
Total number of cases reported via whistleblowing channels
165
143
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
At the Bank, as authorised by the Bank's Management Board, the Chief Compliance Officer is responsible for the operation of the whistleblowing procedures,
and designated employees of the compliance function are authorised to receive and follow up on reports, as well as report the results of investigations to the
Management Board on a quarterly basis.
The member of the Management Board in charge of the Legal and Compliance Division will provide updates to the President of the Management Board and
the Supervisory Board at least once every six months of material reports from whistleblowing channels. Material reports are understood to include, among
other things matters that:
→ concern specific individuals in the Bank,
→ concern persistent, repeated or major irregularities in the application of procedures or in the execution of processes, which may pose a risk of criminal,
civil or administrative liability of the Bank or expose the Bank to regulatory sanctions,
→ contain information causing a high reputational risk for the Bank and the Group.
The Supervisory Board assesses the adequacy and effectiveness of the procedures as required, but at least once a year.
The whistleblowing system in Group subsidiaries also operates in accordance with the Whistleblowing Policy. The companies have adapted this system to the
specific nature of their business and structure. They provide a variety of channels, such as applications, dedicated mailboxes, helplines or traditional mail. All
Group subsidiaries provide the opportunity to report violations anonymously and openly; they also apply measures to protect whistleblowers from retaliation,
maintain registers of reports, and communicate the results of investigations to management or supervisory bodies.
In 2025, educational activities continued, which suppo rted employees in reporting irregularities and building
an ethical culture in the workplace, such as:
→ a communication campaign, promoting ethical attitudes, the “Speak Up” culture and how to report
violations and irregularities,
→ educational activities of th e Ethics and Relations Offic e for management staff, including meetings,
articles and educational materials – based on an analysis of employee reports concerning employee
relat ions,
→ a series of articles and webinars on how to recognise and respond to violations in employee
relat ions.
Regular internal communication is also conducted to raise employee awareness of various areas of eth ics,
including a series o f articles entitled “News from Whistleblowing Channels”.
Conflicts of interest
The Group's conflict of interest policies are based on the regulations implemented in the Bank as the parent company. Conflict of Interest Policy at Santander
Bank Polska S.A. clarifies the provisions of the General Code of Conduct, imposing on all employees the obligation to prioritise the interests of the Group,
customers and other stakeholders over their private interest at all times (IRO: G1.I1, G1.I5).
According to the Code, employees and company management are bound by, among other things:
→ prohibition against special treatment or offering special conditions of employment due to personal or family ties;
→ prohibition against deriving additional benefits from the position held in the Group, with the exception of explicitly permitted cases;
→ prohibition against participating in the approval of transactions or influencing transactions with parties related through economic or family ties acting as
beneficiaries or guarantors.
The Conflict of Interest Policy at Santander Bank Polska S.A. governs situations of conflict of interest, including:
→ between customers.
→ between the Bank and its customers.
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→ arising from the relationship between a Group subsidiary and the Bank acting as its parent,
→ between Group subsidiaries and members of their governing bodies,
→ with significant shareholders of Group subsidiaries,
→ between the Bank and its suppliers, third parties or major business partners,
→ between lines and/or business units of the Bank,
→ between two Group subsidiaries,
→ between members of the Bank's Supervisory Board or Management Board or between members of these bodies and other employees (e.g. due to non-
business relationships arising from kinship or affinity),
→ between the Bank and related parties other than those listed above.
In the Bank, potential conflicts of interest are assessed by experts from the Legal and Compliance Division. They may request certain data or information on
personal or professional circumstances that may affect the performance of employees' duties and their decisions.
Members of the Bank's Management and Supervisory Boards prevent conflicts of interest primarily by avoiding professional activities that may lead to their
occurrence. They are also not permitted to take part in the resolution of matters where a conflict of interest involving them has arisen or may arise. They are
furthermore obliged to inform the Bank of such situations. Potential conflicts of interest involving members of the Management Board and the Supervisory
Board are also considered when assessing the suitability of candidates for these bodies and as part of ongoing suitability assessments.
In accordance with generally applicable laws, the Bank discloses in its periodic financial statements to stakeholders:
→ memberships on management boards/ supervisory boards of other organisations,
→ ownership of shares in supplier companies and other stakeholders,
→ existence of controlling shareholders in the company,
→ related parties, their relationships and transactions, as well as outstanding receivables.
Information on the assessment of the suitability of the members of the Bank's Management Board and Supervisory Board is submitted to the PFSA. In line
with the Bank's suitability policies for members of its governing bodies, a reassessment of the time commitment required from a member of the Management
Board or Supervisory Board is conducted if they assume an additional directorship or starts to engage in other significant activities, including political
engagements. The suitability assessment of Supervisory Board members is carried out by the General Meeting and the documents are published on the
website.
In addition, the Bank complies with its legal obligation to disclose information about major shareholdings in accordance with the Public Offering Act. Disclosure
of conflicts of interest is also addressed in the 'Rules for investing in Financial Instruments by or on account of Subjected Persons in Santander Bank Polska
S.A. It requires those discharging managerial responsibilities and those closely associated with them to notify the Polish Financial Supervision Authority and
the Bank of every any transaction concluded on their account relating to the Bank's shares, the Bank's debt instruments, derivatives or other financial
instruments linked thereto.
The Conflict of Interest Policy at Santander Bank Polska S.A. applies across the Bank and serves as the reference document to be adopted by other entities in
their actions related to issues contemplated in the policy. The Group subsidiaries are required to use this document as the foundation for all related policies,
procedures and regulations that they develop and implement in the field in question, while making any required changes to bring its provisions into line with
local policies, recommendations and orders issued by supervisory authorities.
Management of relationships with suppliers (G1-2) and payment practices (G1-6)
Relations with suppliers
In accordance with the Group's Responsible Banking and Sustainability Policy, we take care that ESG obligations are respected throughout the supply chain
(IRO: G1.R2). The management of supplier relations is based on the Purchasing Policy, the Supplier Cooperation and Outsourcing Policy and numerous
procedures related to supplier management. The procurement process involves a CSR survey, which bidders participating in tender procedures are required to
complete, and the results form part of the merit evaluation. In 2024, the Bank introduced a comprehensive ESG risk screening system for suppliers – a step
toward full integration of environmental, social and corporate governance criteria into the management of relations with suppliers. In 2025, we implemented
the ESG Code for Santander Bank Polska Suppliers, in which we indicate to our contractors our expectations of them in terms of minimum standards in
environmental, social and governance areas. The Code is available online on the Bank's Investor Relations website. In other Group subsidiaries, procurement
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and contract management procedures include elements of social responsibility, but we are implementing the above-mentioned measures exclusively at the
Bank for now.
The most important regulations related to the supply chain management of Group subsidiaries are as follows:
Santander
Bank Polska S.A.
Santander
Leasing S.A.
Santander
Factoring Sp. z o. o.
Santander
Consumer Bank
S.A.
Santander
TFI S.A.
Procurement Policy of Santander Bank
Polska S.A.
+
+
Procurement and
Supplier
Management
Procedure
+
Supplier Selection Procedure of Santander
Bank Polska
+
+
+
Policy on cooperation with suppliers and
outsourcing at Santander Bank Polska S.A.
+
Outsourcing and
Supplier
Management
Model
+
Responsible Banking and Sustainability
Policy
+
+
+
+
+
Supplier Management and Outsourcing
Procedure of Santander Bank Polska S.A.
+
+
+
+
* Santander Leasing has regulations modelled on the Bank’s documents – these include a supplier management procedure, a supplier cooperation policy and a purchasing
procedure.
We consider compliance with the principles of fair and equitable treatment, transparency and integrity in our dealings with suppliers. We expect our suppliers
to have policies on ethics and legal compliance, anti-corruption mechanisms and initiatives to ensure business integrity, health and safety standards,
workplace diversity and inclusion, as well as compliance with the UN Universal Declaration of Human Rights and the Ten Principles of the UN Global Compact.
When selecting suppliers, the Bank checks:
→ if they diversify their income and if they are not dependent on the Bank;
→ whether they have relevant certifications, e.g. on environmental protection and labour relations,
→ whether they apply ESG principles, have codes of ethics, have anti-corruption procedures and programmes and publish reports,
→ whether they operate ethically in financial matters, including paying employee contributions, taxes, and meet their obligations towards counterparties.
Ultimately, we want all Group subsidiaries to include social and environmental criteria in the supplier selection processes they carry out directly for their
operations. In 2025, some of the Group subsidiaries undertook such assessments.
Group subsidiaries that incorporated the sustainability criteria in their supplier selection procedure
Santander
Bank Polska S.A.
Santander
Consumer Bank
S.A.
Santander
Leasing S.A.
Santander
Factoring Sp. z o. o.
Santander
TFI S.A.
Stellantis
Social criteria
+
+
+
–
–
–
Environmental
criteria
+
+
+
–
–
–
Payment practices
In the Group, we do not have a formal, separate policy for preventing delays in payments to suppliers. Neither do we use standard payment terms – payments
to suppliers are made on the basis of contractual or statutory arrangements. Instead, we have implemented procedures and regulations for the circulation
and processing of accounting documents, as well as payment procedures to minimise the risk of delays (cf. G1.R2). Electronic document workflow systems
are in place throughout the Group to support fast and efficient processing of invoices and other accounting documents.
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Key indicators reflecting payment practices in a given reporting year
31 December 2024
31 December 2025
Average time to pay the invoice (days)
3
10.17
10.15
Percentage of payments made in accordance with agreed payment deadlines
4
96.38%
96.59%
Number of court cases concerning late payments
1
0
There are no supplier categories in the Group, so we report the indicators on payment practices together for all suppliers.
The Digital Operational Resilience Act (DORA), a EU regulation on digital resilience of financial institutions, has been in force since January 2025. It was even
before DORA was introduced that the Bank had been examined by an independent audit company in terms of compliance with the Regulation. We have been
actively participating both in the cooperation with the Group and within the DORA project teams at the Polish Bank Association. The Bank represents that it
currently operates in full compliance with DORA, and so does Santander TFI.
Prevention and detection of corruption and bribery (G1-3)
Anti-corruption/bribery
Corruption prevention issues are described in the General Code of Conduct in force across the Group (IRO: G1.I5). It is supplemented by the Anti-Bribery and
Corruption (ABC) Policy, which clarifies, among other things, training requirements in this area. All Group subsidiaries operate according to the zero-tolerance-
for-corruption principle, and the implemented regulations concern, among other things:
→ gifts and hospitalities, in particular those for public officials;
→ gifts and hospitalities for employees
→ relations with third parties,
→ application of additional control mechanisms;
→ whistleblowing channels.
Another element of the anti-corruption and anti-bribery system in the Bank and in Santander Consumer Bank is a set of specific rules clarifying the conditions
for accepting and offering gifts and invitations in relations with third parties, which are described in the Gifts and Hospitality Guidelines. This regulation
specifies which types of gifts and hospitality cannot be given or accepted, as well as the rules of conduct for permitted cases, including:
→ conditions (adapted to the type and value of the gift or hospitality) of the process for the acceptance of given or received gift/ hospitality are defined,
applicable to all Bank employees,
→ all gifts and hospitality accepted or given by Bank employees must be registered in the gifts and invitations register,
→ on a quarterly basis, we monitor the register according to the principles set out in the Guidelines and report the results,
→ potential corruption cases are referred to the unit responsible for counteracting corruption.
Investigation of potential corruption or bribery cases
Within the Group, investigation committees are appointed to look into cases related to corruption or bribery. Their composition should ensure the objectivity
and transparency of the proceedings (IRO: G1.I5). The composition of the committees is selected in each case in such a way as to eliminate potential conflicts
of interest, which allows for a fair and impartial analysis of reported cases. The committees’ work is conducted in accordance with the guidelines contained in
the Anti-Bribery and Corruption (ABC) Policy and other internal Group regulations. Thus, we ensure that each report on corruption or bribery is dealt with in a
fair manner, respecting the principles of confidentiality and professionalism, and that recommended corrective actions are implemented in accordance with
applicable standards.
3
Data on the average time to pay invoices in the Group has been calculated according to a methodology in which, at Group subsidiary level, the arithmetic average of
the number of days to pay invoices in the reporting period is taken. At the Group level, a weighted average is used, where the weight is the number of invoices paid
by each entity. With this method, the indicator takes into account the diversity of suppliers and provides a representative picture of payment practices.
4
Percentage indicator of the proportion of invoices paid by the deadlines set out in commercial agreements or arrangements with suppliers.
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In the Bank, information on the number of reports categorised as corruption or bribery received through whistleblowing channels is reported to the
Management Board and the Audit and Compliance Committee on a quarterly basis. In addition, these bodies receive an annual report that summarises the
efficiency of whistleblowing procedures. On this base, the Management Board assesses the adequacy and effectiveness of these procedures.
Anti-corruption training
Training on anti-bribery and corruption is mandatory for all Group employees (including members of the Management Board and Supervisory Board). The
training sessions are held online and (until the end of 2024) – in annual cycles. In 2025, in order to standardise the frequency of anti-corruption training and
AML and sanctions training, we changed the frequency to the ultimate two-year model. This change is reflected by the indicators (see below). The training
scope includes local regulations, ethical rules, anti-corruption policies, gifts, conflicts of interest, the corporate defence model and case studies. The Group
subsidiaries also provide additional training during onboarding or make materials available when regulations change. Data on training completion is
systematically collected and monitored.
Results of the Group's anti-corruption and ethics-related training programmes in 2024 and 2025*:
% of employees with a valid certificate
from the anti-corruption training
as at the end of 2024
% of employees with a valid certificate
from the anti-corruption training
as at the end of 2025
Group's top management – one level below the
Management Board *
91.4%
100%
Group's top management – two levels below the
Management Board **
90.1%
99.60%
Other Group employees ***
91.2%
99.40%
Total Group
91.2%
99.40%
* The figures for 2025 do not include Santander Consumer Bank or its subsidiaries, as they were no longer members of the Group as at 31 December 2025.
** Top management – defined as one or two levels below the management and supervisory bodies, which in the Group are the Management Board and the Supervisory
Board. This includes senior executives and managers in the Bank, as well as members of the management boards Group subsidiaries and individuals reporting directly
to these boards.
*** Employees on long-term absence were not included.
Metrics and targets
Business conduct targets (MDR-M, MDR-T)
Information about the identification of opportunities, setting of operational targets and metrics as well as the units involved in the process is presented in
the section “Material impacts, risks and opportunities and their interaction with strategy and business model” (SBM-3).
The Group’s ambitions in the area of business conduct are shaped by the Group’s strategy for 2024-2026 (in particular: the Total Responsibility direction). Our
top priority is to ensure compliance with applicable laws as well as standards of integrity and business ethics. As the Group that operates a strongly regulated
banking sector, we focus on maintaining full regulatory compliance and preventing violations which – with effective controls in place – occur only incidentally.
Consequently, we have not set any quantitative targets that would meet the definition of a target according to the ERS.
As at 31 December 2025, however, the Group has designated operational metrics whereby we monitor the effectiveness of our policies and activities for
material aspects concerning business conduct and corporate governance. They are measurable and they aim to monitor our effectiveness in conducting
business activity in compliance with the law, and good practices of fair and ethical business cooperation. These are:
Metric description
Metric
IRO identifier
Effective implementation of the Corporate Culture Policy of Santander Bank Polska Group
through the average score of the engagement survey and eNPS.
average engagement score
and eNPS.
G1.I1
Percentage of corruption reports and confirmed incidents effectively addressed and
resolved (in accordance with internal procedures) in a given year.
% of confirmed cases
G1.I5
Percentage of corruption alerts effectively addressed and resolved (in accordance with
internal procedures) in a given year in the context of establishing and maintaining
relationships with business partners.
% of confirmed cases
G1.R2, G1.I5
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Incidents of corruption or bribery (G1-4)
In the period from 1 January to 31 December 2025, the Group did not detect any cases of corruption and/or bribery (IRO: G1.I5), compared to the three
confirmed incidents detected between 1 January and 31 December 2024 – which proves that the Group’s procedures are effective in identifying and eliminating
irregularities. We have not identified any gaps in the existing procedures, but we continue to monitor their effectiveness and verify the scope of training in
counteracting corruption and bribery.
We have no information that of any final convictions for corruption and bribery during the reporting period. Likewise, there were no penalties imposed on the
Group for violations of anti-corruption and bribery laws. There were also no cases involving contracts with business partners that were terminated or not
renewed due to breaches related to corruption or bribery.
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5. Additional information
ESRS disclosure requirements covered by the entity's sustainability statement (IRO-2)
ESRS table
Index code
Name
Place in report section
ESRS 2
General disclosures
General Disclosures (Sustainability of the Group)
BP-1
General basis for preparation of Sustainability
Statements
General basis for preparation of the sustainability statement (BP-1)
BP-2
Disclosure in relation to specific circumstances
Disclosures in relation to specific circumstances (BP-2)
GOV-1
The role of the administrative, management and
supervisory bodies
The role of the Management Board and the Supervisory Board (GOV-1)
GOV-2
Information provided to and sustainability matters
addressed by the undertaking’s administrative,
management and supervisory bodies
Information provided to and sustainability matters addressed by the
undertaking’s management and supervisory bodies (GOV-2)
GOV-3
Integration of sustainability-related performance in
incentive schemes.
Integration of sustainability-related performance in incentive schemes
(GOV-3)
GOV-4
Statement on due diligence
Due diligence statement (GOV-4)
GOV-5
Risk management and internal controls over
sustainability reporting
Risk management and internal controls over sustainability reporting (GOV-
5)
SBM-1
Strategy, business model and value chain
Strategy, business model and value chain (SBM-1)
SBM-2
Interests and views of stakeholders
Interests and views of stakeholders (SBM-2)
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with
strategy and business model (SBM-3)
IRO-1
Description of processes to identify and assess material
impacts, risks and opportunities
Description of the process to identify and assess material impacts, risks
and opportunities (IRO-1)
IRO-2
Disclosure requirements in ESRS covered by the entity's
sustainability statement
Sustainability statement. (IRO-2)
ESRS E1
Climate change
Environmental information – climate change (ESRS E1)
ESRS 2 GOV-3
Integration of sustainability-related performance in
incentive schemes.
Integration of sustainability-related performance in incentive schemes
(GOV-3)
E1-1
Transition plan for climate change mitigation
Transition plan for climate change mitigation (E1-1)
ESRS 2 SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with
strategy and business model (SBM-3)
ESRS 2 IRO-1
Description of the processes to identify and assess
material climate-related impacts, risks and opportunities
Description of the processes to identify and assess climate-related material
impacts, risks and opportunities (E1.IRO-1)
E1-2
Policies related to climate change mitigation and
adaptation
Policies related to climate change mitigation and adaptation (E1-2)
E1-3
Action and resources in relation to climate policy
Actions and resources in relation to climate change policies (E1-3)
E1-4
Targets related to climate change mitigation and
adaptation
Targets related to climate change mitigation and adaptation (E1-4)
E1-5
Energy consumption and mix
Energy consumption and mix (E1-5)
E1-6
Gross Scopes 1, 2 and Total GHG emissions
Gross Scopes 1, 2 and 3 and Total GHG emissions (E1-6)
E1-7
GHG removals and GHG mitigation projects financed
through carbon credits
Other climate-related disclosures (E1-7, E1-8, E1-9)
E1-8
Internal carbon pricing
Other climate-related disclosures (E1-7, E1-8, E1-9)
Disclosure does not apply to the Group
E1-9
Anticipated financial effects from material physical and
transition risks and potential climate-related
opportunities
Other climate-related disclosures (E1-7, E1-8, E1-9)
Phase-in
ESRS S1
Own workforce
Our people – own workforce (ESRS S1)
ESRS 2 SBM-2
Interests and views of stakeholders
Interests and views of stakeholders (SBM-2)
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Index code
Name
Place in report section
ESRS 2 SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with
strategy and business model (SBM-3)
S1-1
Own workforce-related policies
Policies related to own workforce (S1-1)
S1-2
— Processes for engaging with own workers and
workers’ representatives about impacts
Involvement of employees and procedures for engaging workers'
representatives (S1-2)
S1-3
Processes to remediate negative impacts and channels
for own workers to raise concerns
Processes for remediation of negative and channels for raising concerns by
own workforce (S1-3)
S1-4
Taking action on material impacts on its own workforce
and using approaches to mitigate material risks and
exploit significant opportunities associated with its own
workforce, and the effectiveness of these actions
Taking action on material impacts on own workforce, and approaches to
mitigating material risks and pursuing material opportunities related to
own workforce, and effectiveness of those actions (S1-4)
S1-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material risks
and opportunities
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities (S1-5)
S1-6
Characteristics of the undertaking’s employees
Characteristics of the undertaking’s employees (S1-6)
S1-7
Characteristics of non-employees in the undertaking’s
own workforce
Characteristics of non-employees in the undertaking’s own workforce (S1-
7)
S1-8
Collective bargaining coverage and social dialogue
Collective bargaining coverage and social dialogue (S1-8)
S1-9
Diversity metrics
Diversity metrics (S1-9)
S1-10
Adequate wages
Adequate wages (S1-10)
S1-11
Social protection
Social protection (S1-11)
S1-12
Persons with disabilities
Persons with disabilities (S1-12)
S1-13
Training and skills development indicators
Training and Skills Development metrics (S1-13)
S1-14
Health and safety metrics
Health and safety metrics (S1-14)
S1-15
Work-life balance
Work-life balance metrics (S1-15)
S1-16
Remuneration metrics (pay gap and total remuneration)
Remuneration metrics (unadjusted pay gap and total remuneration)
(S1-16)
S1-17
Incidents, complaints and serious human rights impacts
Incidents, complaints and severe human rights impacts (S1-17)
ESRS S3
Affected communities (ESRS S3)
Our social environment – affected communities (ESRS S3)
ESRS 2 SBM-2
Interests and views of stakeholders
Interests and views of stakeholders (SBM-2)
ESRS 2 SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with
strategy and business model (SBM-3)
S3-1
Policies related to affected communities
Policies related to affected communities (S3-1)
S3-2
Processes for engaging with affected communities about
impacts
Processes for engaging with affected communities about impacts (S3-2)
S3-3
Processes to remediate negative impacts and channels
for affected communities to raise concerns
Processes to remediate negative impacts and channels for affected
communities to raise concerns (S3-3)
S3-4
Taking action on material impacts on affected
communities, and approaches to mitigating material
risks and pursuing material opportunities related to
affected communities, and effectiveness of those actions
Taking action on material impacts on affected communities, and
approaches to managing material risks and pursuing material opportunities
related to affected communities, and effectiveness of those actions (S3-4).
S3-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material risks
and opportunities
Targets related to managing impacts, risks and opportunities related to
affected communities (S3-5)
ESRS S4
Consumers and end-users
Our customers – consumers and end-users (ESRS S4)
ESRS 2 SBM-2
Interests and views of stakeholders
Interests and views of stakeholders (SBM-2)
ESRS 2 SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
Material impacts, risks and opportunities and their interaction with
strategy and business model (SBM-3)
S4-1
Policies related to consumers and end-users
Policies related to consumers and end-users (S4-1)
S4-2
Processes for engaging with consumers and end-users
about impact
Engagement processes regarding impacts on consumers and end-users
(S4-2)
S4-3
Processes to remediate negative impacts and channels
for consumers and end-users to raise concerns
Processes to remediate negative impacts and channels for consumers and
end-users to raise concerns (S4-3)
S4-4
Taking action on material impacts on consumers and
end- users, and approaches to mitigating material risks
and pursuing material opportunities related to
Taking action on material impacts on consumers and end- users, and
approaches to mitigating material risks and pursuing material
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Index code
Name
Place in report section
consumers and end-users and effectiveness of those
actions
opportunities related to consumers and end-users and effectiveness of
those actions (S4-4)
S4-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material risks
and opportunities
Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities (S4-5)
ESRS G1
Business conduct
Governance information – Business conduct (G1)
ESRS 2 GOV-1
The role of the administrative, supervisory and
management bodies
The role of the Management Board and the Supervisory Board (GOV-1)
ESRS 2 IRO-1
Description of processes to identify and assess material
impacts, risks and opportunities
Description of the process to identify and assess material impacts, risks
and opportunities (IRO-1)
G1-1
Business conduct policies and corporate culture
Business conduct policies and corporate culture (G1-1)
G1-2
Management of relationships with suppliers
Management of relationships with suppliers (G1-2) and payment practices
(G1-6)
G1-3
Prevention and detection of corruption and bribery
Prevention and detection of corruption and bribery (G1-3)
G1-4
Confirmed incidents of corruption or bribery
Incidents of corruption or bribery (G1-4)
G1-5
Political influence and lobbying activities
Disclosure does not apply to the Group
G1-6
Payment practices
Management of relationships with suppliers (G1-2) and payment practices
(G1-6)
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Disclosure Requirement and related
datapoint
SFDR reference
Pillar 3 reference
Benchmark Regulation reference
EU Climate Law reference
ESRS 2 GOV-1
Board's gender diversity paragraph 21 (d)
Indicator number 13 of Table 1 of Annex
1
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 GOV-1
Percentage of board members who are
independent paragraph 21 (e)
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 GOV-4
Statement on due diligence paragraph 30
Indicator number 10 Table 3 of Annex 1
ESRS 2 SBM-1
Involvement in activities related to fossil fuel
activities paragraph 40 (d)(i)
Indicators number 4 Table 1 of Annex 1
Article 449a Regulation (EU) No
575/2013;
Commission Implementing Regulation
(EU) 2022/2453 (28), Table 1:
Qualitative information on
Environmental risk and Table 2:
Qualitative information on Social risk
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 SBM-1
Involvement in activities related to chemical
production paragraph 40 (d)(ii)
Indicator number 9 Table #2 of Annex 1
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 SBM-1
Involvement in activities related to
Controversial weapons paragraph 40 (d)(iii)
Indicator number 14 Table #1 of Annex 1
Article 12(1), Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 SBM-1
Involvement in activities related to cultivation
and production of tobacco paragraph 40(d)(iv)
Article 12(1), Delegated Regulation (EU)
2020/1816, Annex II
ESRS E1-1
Transition plan to reach climate neutrality by
2050 paragraph 14
Regulation (EU) 2021/1119, Article 2(1)
ESRS E1-1
Undertakings excluded from Paris-aligned
benchmarks paragraph 16 (g)
Article 449a
of Regulation (EU) No 575/2013;
Commission Implementing Regulation
(EU) 2022/2453 Template 1: Banking
book – Climate Change transition risk:
Credit quality of exposures by sector,
emissions and residual maturity
Delegated Regulation (EU) 2020/1818,
Article 12.1 (d) to (g), and Article 12.2
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ESRS E1-4
GHG emission reduction targets paragraph 34
Indicator number 4 Table #2 of Annex 1
Article 449a
Regulation (EU) No 575/2013;
Commission Implementing Regulation
(EU) 2022/2453 Template 3: Banking
book – Climate change transition risk:
alignment metrics
Delegated Regulation (EU) 2020/1818,
Article 6
ESRS E1-5
Energy consumption from fossil sources
disaggregated by sources (only high climate
impact sectors) paragraph 38
Indicator number 5 Table #1 and
Indicator number 5 Table #2 of Annex 1
ESRS E1-5 Energy consumption and mix
paragraph 37
Indicator number 5 Table #1 of Annex 1
ESRS E1-5
Energy intensity associated with activities in
high climate impact sectors paragraphs 40 to
43
Indicator number 6 Table #1 of Annex 1
ESRS E1-6
Gross Scope 1, 2, 3 and Total GHG emissions
paragraph 44
Indicators number 1 and 2 Table 1 of
Annex 1
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template 1:
Banking book – Climate change
transition risk: Credit quality of
exposures by sector, emissions and
residual maturity
Delegated Regulation (EU) 2020/1818,
Article 5(1), 6 and 8(1)
ESRS E1-6
Gross GHG emissions intensity paragraphs 53
to 55
Indicators number 3 Table 1 of Annex 1
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template 3:
Banking book – Climate change
transition risk: alignment metrics
Delegated Regulation (EU) 2020/1818,
Article 8(1)
ESRS E1-7
GHG removals and carbon credits paragraph
56
Regulation (EU) 2021/1119, Article 2(1)
ESRS E1-9
Exposure of the benchmark portfolio to
climate-related physical risks paragraph 66
Delegated Regulation (EU) 2020/1818,
Annex II
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ESRS E1-9
Disaggregation of monetary amounts by acute
and chronic physical risk paragraph 66 (a)
ESRS E1-9
Location of significant assets at material
physical risk paragraph 66 (c).
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 paragraphs
46 and 47; Template 5: Banking book –
Climate change physical risk: Exposures
subject to physical risk.
ESRS E1-9 Breakdown of the carrying value of
its real estate assets by energy- efficiency
classes paragraph 67 (c).
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 paragraph
34;Template 2: Banking book – Climate
Change transition risk: Loans
collateralised by immovable property –
Energy efficiency of the collateral
ESRS E1-9
Degree of exposure of the portfolio to climate-
related opportunities paragraph 69
Delegated Regulation (EU) 2020/1818,
Annex II
ESRS E2-4
Amount of each pollutant listed in Annex II of
the EPRTR Regulation (European Pollutant
Release and Transfer Register) emitted to air,
water and soil, paragraph 28
Indicator number 8 Table #1 of Annex 1
Indicator number 2 Table #2 of Annex 1
Indicator number 1 Table #2 of Annex 1
Indicator number 3 Table #2 of Annex 1
ESRS E3-1
Water and marine resources paragraph 9
Indicator number 7 Table #2 of Annex 1
ESRS E3-1
Dedicated policy paragraph 13
Indicator number 8 Table 2 of Annex 1
ESRS E3-1
Sustainable oceans and seas paragraph 14
Indicator number 12 Table #2 of Annex 1
ESRS E3-4
Total water recycled and reused paragraph 28
(c)
Indicator number 6.2 Table #2 of Annex
1
ESRS E3-4
Total water consumption in m3 per net
revenue on own operations paragraph 29
Indicator number 6.1 Table #2 of Annex
1
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ESRS 2- IRO 1 – E4 paragraph 16 (a) (i)
Indicator number 7 Table #1 of Annex 1
ESRS 2- IRO 1 – E4 paragraph 16 (b)
Indicator number 10 Table #2 of Annex 1
ESRS 2- IRO 1 – E4 paragraph 16 (c)
Indicator number 14 Table #2 of Annex 1
ESRS E4-2
Sustainable land / agriculture practices or
policies paragraph 24 (b)
Indicator number 11 Table #2 of Annex 1
ESRS E4-2
Sustainable oceans / seas practices or Policies
paragraph 24 (c)
Indicator number 12 Table #2 of Annex 1
ESRS E4-2
Policies to address deforestation paragraph 24
(d)
Indicator number 15 Table #2 of Annex 1
ESRS E5-5
Non-recycled waste paragraph 37 (d)
Indicator number 13 Table #2 of Annex 1
ESRS E5-5
Hazardous waste and radioactive waste
paragraph 39
Indicator number 9 Table #1 of Annex 1
ESRS 2- SBM3 – S1
Risk of incidents of forced labour paragraph 14
(f)
Indicator number 13 Table #3 of Annex I
ESRS 2- SBM3 – S1
Risk of incidents of child labour paragraph 14
(g)
Indicator number 12 Table #3 of Annex I
ESRS S1-1
Human rights policy commitments paragraph
20
Indicator number 9 Table #3 and
Indicator number 11 Table #1 of Annex 1
ESRS S1-1
Due diligence policies on issues addressed by
the fundamental International Labor
Organisation Conventions 1 to 8, paragraph 21
Commission Delegated Regulation (EU)
2020/1816, Annex II
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ESRS S1-1
Processes and measures for preventing
trafficking in human beings paragraph 22
Indicator number 11 Table #3 of Annex I
ESRS S1-1
Workplace accident prevention policy or
management system paragraph 23
Indicator number 1 Table #3 of Annex I
ESRS S1-3
Grievance/complaints handling mechanisms
paragraph 32 (c)
Indicator number 5 Table #3 of Annex I
ESRS S1-14
Number of fatalities and number and rate of
work-related accidents paragraph 88 (b) and
(c)
Indicator number 2 Table #3 of Annex I
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS S1-14
Number of days lost to injuries, accidents,
fatalities or illness paragraph 88 (e)
Indicator number 3 Table #3 of Annex I
ESRS S1-16
Unadjusted gender pay gap paragraph 97 (a)
Indicator number 12 Table #1 of Annex I
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS S1-16
Excessive CEO pay ratio paragraph 97 (b)
Indicator number 8 Table #3 of Annex I
ESRS S1-17
Incidents of discrimination paragraph 103 (a)
Indicator number 7 Table #3 of Annex I
ESRS S1-17 Nonrespect of UNGPs on Business
and Human Rights and OECD paragraph 104
(a)
Indicator number 10 Table #1 and
Indicator n. 14 Table #3 of Annex I
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU)
2020/1818 Art 12 (1)
ESRS 2- SBM3 – S2
Material risk of child labour or forced labour in
the value chain paragraph 11 (b)
Indicators number 12 and n. 13 Table #3
of Annex I
ESRS S2-1
Human rights policy commitments paragraph
17
Indicator number 9 Table #3 and
Indicator number 11 Table #1 of Annex 1
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ESRS S2-1 Policies related to value chain
workers paragraph 18
Indicator number 11 and n. 4 Table #3 of
Annex 1
ESRS S2-1 Non-respect of UNGPs on Business
and Human Rights principles and OECD
guidelines paragraph 19
Indicator number 10 Table #1 of Annex 1
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU)
2020/1818 Art 12 (1)
ESRS S2-1
Due diligence policies on issues addressed by
the fundamental International Labor
Organisation Conventions 1 to 8, paragraph 19
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS S2-4
Human rights issues and incidents connected
to its upstream and downstream value chain
paragraph 36
Indicator number 14 Table #3 of Annex 1
ESRS S3-1
Human rights policy commitments paragraph
16
Indicator number 9 Table #3 of Annex 1
and Indicator number 11 Table #1 of
Annex 1
ESRS S3-1
Non-respect of UNGPs on Business and
Human Rights, ILO principles or/and OECD
guidelines paragraph 17
Indicator number 10 Table #1 of Annex 1
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU)
2020/1818 Art 12 (1)
ESRS S3-4
Human rights issues and incidents paragraph
36
Indicator number 14 Table #3 of Annex 1
ESRS S4-1 Policies related to consumers and
end-users paragraph 16
Indicator number 9 Table #3 and
Indicator number 11 Table #1 of Annex 1
ESRS S4-1
Non-respect of UNGPs on Business and
Human Rights and OECD guidelines paragraph
17
Indicator number 10 Table #1 of Annex 1
Delegated Regulation (EU) 2020/1816,
Annex II Delegated Regulation (EU)
2020/1818 Art 12 (1)
ESRS S4-4
Human rights issues and incidents paragraph
35
Indicator number 14 Table #3 of Annex 1
ESRS G1-1
United Nations Convention against corruption
paragraph 10 (b)
Indicator number 15 Table #3 of Annex 1
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ESRS G1-1
Protection of whistleblowers paragraph 10 (d)
Indicator number 6 Table #3 of Annex 1
ESRS G1-4
Fines for violation of anti-corruption and anti-
bribery laws paragraph 24 (a)
Indicator number 17 Table #3 of Annex 1
Commission Delegated Regulation (EU)
2020/1816, Annex II
ESRS G1-4
Standards of anticorruption and anti- bribery
paragraph 24 (b)
Indicator number 16 Table #3 of Annex 1
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ESG glossary
DMA (Double Materiality Assessment) – an obligatory process introduced by EU sustainability reporting standards (CSRD/ESRS). Specifically, ESG issues are
analysed from two points of view: the company’s socio-environmental impact (the materiality of impact, “inside-out”) and the impact of sustainability issues
on the company's financial situation (financial materiality, “outside-in”).
Portfolio analyses – evaluation of the Group portfolio’s exposure to climate risk, for sectors considered as especially sensitive to climate change. These
analyses cover in particular such metrics, as: share of exposures /concentration of climate-sensitive sectors in the portfolio, carbon intensity, sensitivity to
physical and transition risks.
Bank – Santander Bank Polska S.A.
CSDDD (Corporate Sustainability Due Diligence Directive) – Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on
corporate sustainability due diligence; It imposes an obligation on large companies to conduct due diligence analyses in the area of human rights and
environmental protection throughout the supply chain.
CSRD (Corporate Sustainability Reporting Directive) – the Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 on
corporate sustainability reporting (CSRD); The underlying purpose is to expand and standardise obligatory corporate reporting on environmental, social and
governance (ESG) issues.
CSR (Corporate Social Responsibility) – voluntary initiatives taken by companies to improve the quality of life of communities and to benefit the environment
(such projects going beyond the legal obligations of these companies).
DEI (Diversity, Equity, Inclusion) – an abbreviation that refers to a set of principles and practices followed by organisations so as to create a fair, inclusive and
diverse working environment.
DORA – (Digital Operational Resilience Act) Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital
operational resilience for the financial sector (Regulation (EU) 2022/2554).
Affected communities – individuals or groups who live or work in an area where the Group can exert a direct impact (through its operations) or indirect impact
(through its value chain). This concept encompasses both local communities and the larger ones, for instance the population of an entire country (or specific
groups within that population).
ESG – an acronym used since 2005, which stands for: Environment, Social Responsibility and Corporate Governance. It is a set of environmental, social and
governance factors which serve as a basis for ratings and non-financial evaluations of business enterprises, countries and other organisations.
EFRAG – European Financial Reporting Advisory Group A private association providing technical advice to the European Commission in the form of draft
European Sustainability Reporting Standards and/or draft amendments to these Standards.
ESRS (European Sustainability Reporting Standards) – as per The Commission Delegated Regulation EU 2023/2772, a group of standards designed to help
companies report on their environmental and social impact and on corporate governance-related matters (ESG). These standards are intended to ensure a
greater transparency and comparability of ESG information, which is important both for investors and other stakeholders.
Group – Santander Bank Polska Group.
Circular economy – an economic system where: i) the value of products, materials and other economic resources is maintained for as long as possible; ii) the
use of such products, materials and resources in production processes and consumption is optimised so as to reduce their environmental impact; and iii) waste
generation and the release of hazardous substances at all stages of the product’s life cycle are minimised (inter alia, through waste hierarchy-based
management procedures)
Greenwashing – a marketing practice whereby a company or organisation builds an impression that its products, services or policies are more environmentally
friendly and sustainable than they actually are. Greenwashing is applied to mislead the consumers about the company's actual environmental efforts, with
the ultimate goal to boost the sales or improve the company's image. These practices may involve the use of green (ecologic) signage, vague or misleading
statements, or selective presentation of information.
Stakeholders – groups, institutions or individuals interested in the company's operations. Internal stakeholders include the company’s staff members and
shareholders. External stakeholders may include: customers, suppliers, market competitors, government authorities, the media, industry organisations and
non-governmental organisations.
ICAAP – internal capital adequacy assessment process applied in the banking sector in the context of risk management. The purpose is to ensure that banks
have adequate capital reserves to cover various types of risk (such as the credit risk, market risk, operational risk and ESG risk).
IRO (Impact, Risks & Opportunities) – an approach followed in the analysis of material ESG issues that helps organisations understand how environmental,
social and governance matters are related to their operations. The IRO framework focuses on three perspectives:
→ the organisation's influence on the environment and society (impact);
→ ESG risks that may threaten its business activity or negatively affect its value (risks);
→ ESG-related chances that can support growth, innovation and competitive advantages (opportunities).
ISO 26000 - an international standard developed by the International Organisation for Standardisation (ISO). It provides the guidelines on corporate social
responsibility in the social, environmental and economic area and covers a wide range of issues related to responsible corporate behaviour. The standard is
followed by organisations that wish to operate in a responsible and sustainable manner.
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Pay gap (or: gender pay gap, as applicable) – the difference in the average pay between specific groups of employees (usually: women and men), expressed
as a percentage of the pay of one of these groups.
Corporate Governance – a system of control mechanisms and procedures designed to guarantee that the company is managed properly. It covers the
management structures, decision-making processes, and policies and procedures designed to ensure that the company operates in the best interest of all
stakeholders (including shareholders, employees, customers and the society).
Value chain – all inter-connected operations, processes and entities that are involved at all stages of product/service lifecycle (procurement of raw materials,
production, logistics and distribution, sale, use and disposal). In the context of ESG, value chain management also includes the responsibility for the practices
applied by suppliers, partners and customers.
Network for Greening the Financial System (NGFS) – a network of central banks and supervisory authorities, established to help mobilise the financing for the
transition to a sustainable economy and to foster adequate management of environmental and climate risks in the financial sector.
Transition Plan – a document or group of actions that define how an organisation intends to transform its business model, operations and value chain in line
with climate-neutrality goals and sustainability requirements.
ESG rating – an independent evaluation of ESG management across the organisation. It is usually done by specialised rating- or analytics agencies based on
publicly available data, non-financial reports, regulatory documents and information sourced directly from the company in accordance with ESRS standards
and the CSRD directive.
Carbon footprint – the total amount of GHG emissions generated directly or indirectly by a given person, organisation, event or product. The carbon footprint
is measured in tonnes of carbon dioxide equivalent (tCO₂e).
EU Taxonomy – a common name for Regulation (EU) 2020/852 of the European Parliament and of the Council, which establishes a framework to facilitate
sustainable investments. The said regulation defines a sustainable economic activity and mitigates the greenwashing risk. The EU sustainable finance
taxonomy aims to build a common understanding of sustainable economic activity by introducing a standardised classification system.UNEP FI (United
Nations Environment Programme Finance Initiative) – a global initiative in the form of a partnership between the United Nations Environment Programme
(UNEP) and the financial sector, focused on integrating sustainable development into business practices. UNEP FI creates the leading international standards
for financial institutions, such as the Principles for Responsible Banking and the related Commitment to Inclusion and Financial Health.
WCAG – Web Content Accessibility Guidelines, an international standard. It is a set of recommendations for improving web accessibility for all users, regardless
of their ability, age, or the hardware or software they have.
Financial inclusion – initiatives focused on preventing the financial exclusion of natural persons and SMEs. The underlying purpose is to provide them with
affordable and effective access to financial services through appropriate channels. People at the risk of financial exclusion are those who are unbanked,
underbanked and with limited access to credit .
Green mortgages – mortgage loans that comply with the Bank’s in-house Sustainable Finance and Investment Classification System (SFICS) or EU Taxonomy.
Green finance – financial/investment products and services that meet the environmental criteria of the Bank’s in-house Sustainable Finance and Investment
Classification System (SFICS).
Green bonds – bonds allocated to finance the delivery of green projects (UoP), including those indicated by the ICMA and compliant with ICMA principles set
out in GBP (four components).
Green loans – a simplified name used in the double materiality analysis (DMA) process: credit facilities that meet the environmental criteria of the Bank’s in-
house Sustainable Finance and Investment Classification System (SFICS).
Sustainable development – a concept that describes the efforts taken to achieve a harmonious social, economic and environmental development which
recognises the needs of both the present generation and those of generations still to come.
Sustainable finance – financial instruments, products and services that finance green projects, social projects or a combination of green and social projects, in
accordance with the internal sustainable finance and investment classification system.
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XIV. Statement of the Management Board
True and fair presentation of the financial statements and compliance with regulations
To the best of the Management Board’s knowledge, the financial data for the current and comparative reporting periods presented in the financial
statements included in the Annual Report of Santander Bank Polska S.A. for 2025 and Annual Report of Santander Bank Polska Group for 2025 were
prepared in accordance with the applicable accounting policies and give a true and fair view of the state of affairs, financial situation and earnings of
Santander Bank Polska S.A. and Santander Bank Polska Group. The Management Board’s Report contained in this document shows a true picture of the
development, achievements, profitability and position of Santander Bank Polska S.A. and its Group (including description of the underlying risks and
uncertainties) in 2025. Consolidated sustainability statement of the Santander Bank Polska S.A. Capital Group for 2025, which is part of this report, has
been prepared in accordance with the Accounting Act, ESRS, and Article 8 of Regulation 2020/852, as well as the delegated acts issued pursuant to Article
8(4) of that regulation.
Selection of auditor
The audit firm responsible for auditing the separate and consolidated financial statements of Santander Bank Polska S.A. for 2025 and attestation of
sustainability reporting of Santander Bank Polska S.A. Group for 2025 was selected in compliance with the applicable legislation. The audit firm and the
members of the team conducting the audit and certification of sustainability reporting met the conditions to prepare an impartial and independent report
on the audit of the individual and consolidated annual financial statements and, respectively, and assurance report on the sustainability reporting in
accordance with applicable regulations, professional standards, and the principles of professional ethics. The Bank has a policy on selection of an audit
firm for auditing financial statements and providing assurance on sustainability reporting, as well as a policy on audit services and permitted non-audit
services not related to auditing or assurance on sustainability reporting (including services conditionally exempt from the prohibition on provision) by the
audit firm, an entity affiliated with the audit firm, or a member of its network. The Bank complies with the legal provisions relating to the rotation of audit
firms and the key statutory auditor, and the appropriate cooling-off periods.
The following persons have signed this Management Board Report with a qualified electronic signature.
Date
Name and surname
Position/Function
Signature
23.02.2026
Michał Gajewski
President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Andrzej Burliga
Vice President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Lech Gałkowski
Vice President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Artur Głembocki
Vice President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Magdalena Proga-Stępień
Vice President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Maciej Reluga
Vice President of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Wojciech Skalski
Member of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Dorota Strojkowska
Member of the
Management Board
Signed with a qualified electronic signature
23.02.2026
Magdalena Szwarc-Bakuła
Member of the
Management Board
Signed with a qualified electronic signature