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our
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the
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which
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that
the
translation
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representation
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PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k., ul. Polna 11, 00-633 Warsaw,
Poland, T: +48 (22) 746 4000, F: +48 (22) 746 4040
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. with registered
office at ul.
Polna 11, 00-633 Warsaw, entered into National Court Register by the District Court for the
Capital City of Warsaw, XII Commercial Division of the National Court Register under KRS No
0000750050, Tax ID No (NIP) 5260210228.
Independent Statutory Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of Santander Bank Polska S.A.
Report on the audit of consolidate
d financial statements
In our opinion, the annual consolidated financial statements:
•
give a true and fair view of the consolidated financial position of Santander B
ank Polska S.A. (the
“Parent Company”) and its subsidiaries (together the “Group”) as at 31 December 2025 a
nd the
Group’s consolidated
financial performance and consolidated cash flows for the year then e
nded in
accordance with the applicable International Financial Reporting
Standards as adopted by the
European Union and the adopted accounting policies;
•
comply in terms of form and content with the laws applicable to the Group and the Parent Compa
ny’s
Articles of Association
.
Our opinion is consistent with our additional report to the Audit and Compliance Committee of the Parent
Company (“Audit Committee of the Parent Company”) issued on the date of this report.
We have audited the annual consolidated financial statements of Santander Bank Polska S.A. Group
which comprise:
•
the consolidated statement of financial position as at 31 December 2025;
•
the consolidated income statement for the financial year then ended;
•
the consolidated statement of comprehensive income for the financial year then e
nded;
•
the consolidated statement of changes in equity for the financial year then e
nded;
•
the consolidated statement of cash flows for the financial year then ended, a
nd
•
the additional notes to consolidated financial statements comprising material accoun
ting policy
information and other explanatory information.
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Independent Statutory Auditor’s Report
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the
International Standards on Auditing as adopted by the resolutions of the National Council of Statutory
Auditors and the resolution of the Council of the Polish Agency for Audit Oversight (“NSA”) and pursuant
to the act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (the “Act on Statutory
Auditors”) and the Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the
statutory audit of public interest entities and repealing Commission Decision 2005/909/EC (the “EU
Regulation”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the
audit of the consolidated financial statements section.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with the ethical requirements of the EU Regulation that
are relevant to audits of financial statements of public interest entities, the ethical requirements of the
Act on Statutory auditors that are relevant to audits of financial statements in Poland and “the Handbook
of the International code of ethics for professional accountants (including International independence
standards) (the “Code of ethics”) as adopted by resolution of the National Council of Statutory Auditors
as applicable to audits of financial statements of public interest entities. We have also fulfilled our other
ethical responsibilities in accordance with ethical requirements of the EU Regulation, ethical
requirements of the Act on Statutory Auditors and the Code of ethics. During the audit, the key statutory
auditor and the audit firm remained independent of the Group in accordance with the independence
requirements set out in the Act on Statutory Auditors and in the EU Regulation.
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Independent Statutory Auditor’s Report
Our audit approach
The overall materiality threshold adopted for our audit was set at PLN
412,500 thousand, which represents
approximately
5% of the profit
before tax from continuing operations.
We have audited the financial statements of the Parent Company and
financial information of subsidiaries whose financial situation and
financial results, in our opinion, have a material impact on the
consolidated financial statements.
•
Estimating the allowances for expected credit losses for loans and
advances to customers
•
Estimating the cost of legal risk related to the portfolio of mortgage
loans in Swiss franc (CHF)
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where the Parent
Company’s Management Board made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits we also addressed the risk of management override of
internal controls, including among other matters, consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the consolidated financial statements as a whole, as set out in the
table below. These, together with qualitative considerations, helped us to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
4
Independent Statutory Auditor’s Report
misstatements, if any, both individually and in aggregate on the consolidated financial statements as a
whole.
Overall Group materiality
Approximately 5% of the profit before tax from continuing
operations
Rationale for the materiality
benchmark applied
We chose profit before tax
from continuing operations
as the
benchmark because, in our view, it is the benchmark against
which the performance of the Group is most commonly
measured by users, and is a generally accepted benchmark.
We adopted the level of 5% because based on our professional
judgement they are within the range of acceptable quantitative
materiality thresholds.
We agreed with the Audit Committee of the Parent Company that we would report to them
misstatements of the consolidated financial statements identified during our audit above PLN 20,625
thousand, as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
How we tailored our Group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
We have audited the financial statements of the Parent Company and the financial information of
subsidiaries whose financial situation and financial results, in our opinion, have a material impact on the
consolidated financial statements.
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
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Independent Statutory Auditor’s Report
How our audit addressed the key audit matter
Estimating the allowances for expected
credit losses for loans and advances to
customers
In accordance with the provisions of
International Financial Reporting Standard 9,
Financial Instruments, (“IFRS 9”) the Parent
Company’s Management Board is required
to determine expected credit loss (“ECL”)
that may occur over either a 12 month
period or the remaining life of a financial
asset, depending on the classification of
individual assets into risk categories
("stages"), taking into account the impact of
future macroeconomic conditions on the
level of credit risk allowances.
The Group’s loan portfolio consists of
exposures assessed for expected credit
losses:
•
on an individual basis for individually
significant credit exposures; and
•
with the use of statistical models
which estimate allowances for credit
losses for each
of the homogenous
portfolios identified by the Group.
Expected credit losses as at 31 December
2025 amounted to PLN 4,136,933 thousand
in the portfolio of loans and advances to
customers with a gross book value of PLN
166,974,657 thousand.
The Parent Company’s Management Board
monitors the correct functioning of the
models, among others by comparing the
As part of the procedures performed, we updated our
understanding of the Group’s policies and procedures
related to the estimation of allowances for expected
credit losses.
We tested the effectiveness of controls applied by the
management related to the recognition and
measurement of credit losses including, among others,
controls over:
•
the completeness and accuracy of input data
used;
•
verification of the models of probability of
default (PD), loss given default (LGD) and other
parameters;
•
the application of future macroeconomic
scenarios, forecasted macroeconomic variables
and the probabilities applied for particular
scenarios.
As part of the work on statistical models, we performed
the following procedures, for which we engaged our
internal credit risk modelling specialists:
•
assessment whether the Group’s methodology
related to the estimation of expected credit
losses is in line with the requirements of IFRS
9, in particular applying the criteria to identify
significant increase in credit risk, default
definition, PD and LGD parameters and
including forward-looking information when
calculating expected credit losses;
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Independent Statutory Auditor’s Report
results estimated by the models to actual
credit losses (backtesting procedures) and
performing periodic quantitative validation of
the models.
In the models of expected credit losses, the
Group uses large amounts of data, therefore
the completeness and reliability of data may
significantly affect the accuracy of
allowances for credit losses.
We considered allowances for expected
credit losses for loans and advances
portfolio as a key audit matter due to:
•
high degree of uncertainty related to
the estimation of the allowance for
expected credit losses due to
dynamic changes in the economic
environment, which affect the credit
risk parameters used in the models
for estimating expected credit losses;
•
judgement used by the Parent
Company’s Management Board in
modelling future scenarios and
forecasting macroeconomic
variables;
•
the complexity of the audit
procedures and the audit evidence
obtained due to the complexity of the
calculations and the amount of data
used to estimate the allowances for
expected credit losses.
Note 2.6 Use of estimates, Note 2.8 Material
accounting policy information, Note 4 Risk
management and Note 22 Loans and
advances to customers in the consolidated
•
challenging key judgments and assumptions,
including macroeconomic scenarios and the
probability-weightings assigned to particular
scenarios;
•
independent tests of the selected credit risk
parameters.
In the area of the individually assessed exposures, we
performed the following procedures:
•
we selected a sample taking into account
various risk criteria based on our professional
judgement;
•
for selected loans and advances we checked
the correct stage classification as at the
balance sheet date;
•
for selected impaired loans and advances
(stage 3) we tested the assumptions used in
the expected credit loss allowances’
calculation, particularly expected scenarios and
probabilities assigned to them and the timing
and amount of expected cash flows, including
cash flows from repayments and realisation of
collaterals.
Moreover, we performed the following procedures:
•
we reconciled selected input data used for
determining default parameters and estimating
expected credit losses;
•
in relation to individual portfolios, we verified,
on the sample basis, the assignment of
exposures to appropriate stages based on
selected quantitative parameters;
•
we performed a recalculation of expected credit
losses for selected loan portfolios;
•
we performed analytical procedures over
provision coverage of the credit portfolio, its
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Independent Statutory Auditor’s Report
financial statements provide information on
the models and assumptions used and the
level of allowances for the expected credit
losses in the portfolio of loans and advances
to customers.
changes in 2025 and transfers between stages
in 2025;
•
we analysed the results of the Management
Board of the Parent Company's sensitivity
analysis of the level of allowances for expected
credit losses due to deterioration or
improvement of risk parameters.
Additionally, we assessed adequacy and
completeness of disclosures in the consolidated
financial statements in accordance with applicable
accounting standards.
Estimating the cost of legal risk related to
the portfolio of mortgage loans in CHF
As at the balance sheet date, the Group had
a portfolio of mortgage loans denominated in
or indexed to the Swiss franc (CHF), in the
total gross book value of PLN 2,358,619
thousand before taking into account the
adjustment for the reduction of contractual
cash flows due to legal risk in the amount of
PLN 2,350,380 thousand and a portfolio of
mortgage loans in PLN that were previously
mortgage loans denominated or indexed to
CHF in the gross book value of PLN 283,348
thousand before taking into account the
adjustment for the reduction of contractual
cash flows due to legal risk in the amount of
PLN 221,208 thousand. As described in the
Note 47 Legal risk connected with CHF
mortgage loans in the consolidated financial
statements, the loan agreements based on
which these loans were granted, contain
As part of our audit procedures, we assessed whether
the accounting approach applied by the Group is in line
with the International Financial Reporting Standards as
adopted by the European Union. Our audit procedures
were mainly aimed at assessing the model and the
particular assumptions adopted by the Parent
Company’s Management Board that had a significant
impact on the level of estimated provisions.
In particular, we carried out the following procedures:
•
we discussed with the Parent Company’s
Management Board and specialists involved in
estimating the provision, including the Group's
external legal experts, the assumptions made,
taking into account historical observations,
including information on court judgments,
completed court cases and the current number
of new claims and settlements, as well as the
existing and possible legal decisions, in
particular the decisions of the CJEU;
8
Independent Statutory Auditor’s Report
clauses questioned by customers in courts
due to abusiveness. A negative trend for
banks in relation to court judgments is
observed (with the dominant line of
jurisprudence declaring the invalidity of loan
agreements), which affects the increase in
the number of court cases brought by banks’
clients. At the same time, banks decide to
offer voluntary settlements. The Group also
developed settlement proposals and
presented them to particular groups of
clients, which was also taken into account in
the applied model for estimating the costs of
legal risk.
The Group estimated the impact of this
situation on the recoverability of the
assumed cash flows resulting from the
concluded agreements for the active
portfolio of mortgage loans in CHF based on
paragraph B5.4.6 of IFRS 9 by adjusting the
gross carrying amount of the portfolio by
reducing contractual cash flows from
mortgage loans denominated or indexed to
CHF and recognized a provision for the legal
risk of the CHF loan portfolio in accordance
with IAS 37 Provisions, Contingent Liabilities
and Contingent Assets for fully repaid loans
and when the gross carrying amount of the
active loan was lower than the value of the
identified risk. The level of deduction of the
gross carrying amount of the active portfolio
estimated as at 31 December 2025 and the
level of provisions created amounted to PLN
2,571,589 thousand and PLN 2,194,704
thousand, respectively, and the costs of
legal risk recognized in the consolidated
•
we assessed the scenarios adopted by the
Group in terms of the expected number of
lawsuits against the Group, prepared, among
others, based on the number of currently filed
lawsuits against the Group based on the built
statistical model (so-called behavioural model).
We conducted an assessment of the
assumptions made in the behavioural model;
•
we assessed the assumptions adopted by the
Group based on historical data to estimate the
likelihood of future settlements and the level of
losses incurred due to them;
•
we obtained directly from the Group’s external
legal experts their assessment of the expected
scenarios of the resolution of court cases
together with an assessment of the probability
of these scenarios broken down into
homogeneous portfolios identified by the
Group, grouped on the basis of individual
clauses in contracts;
•
in cooperation with our internal legal experts,
we analysed the documentation and legal
opinions received directly from the Group's
external legal experts for the purposes of
assessing the risk of losing the court
proceedings, as well as the probabilities of
particular scenarios of the court verdicts and
settlements;
•
we analysed the method of estimating the value
of probable losses for each scenario assumed
by the Group based on the historical data;
•
we assessed the adequacy of the model used
by the Group to estimate the costs of legal risk
(including checking the correctness and
completeness of the data constituting the basis
9
Independent Statutory Auditor’s Report
income statement amounted to PLN
1,596,631 thousand.
Estimation of the cost of legal risk related to
the portfolio of mortgage loans in CHF is
complex and requires a significant degree of
judgement due to the high degree of
uncertainty of the assumptions made by the
Parent Company’s Management Board in
the model to calculate the cost of legal risk,
including forecasted number of lawsuits in
the future, as well as possible court
settlement scenarios and estimated levels of
expected losses on their basis.
Due to the uncertainty as to the assumptions
described above, as well as the significant
value of the portfolio of loans denominated
and indexed to CHF and significant impact
of the cost of legal risk on the Group’s result,
we considered this area to be the key audit
matter.
Note 47 Legal risk connected with CHF
mortgage loans in the consolidated financial
statements contains detailed information on
the assumptions adopted in the model to
calculate the costs of legal risk related to the
portfolio of mortgage loans in CHF and
possible alternative results presented in as
part of the estimation sensitivity analysis as
well as current and possible legal decisions,
including decisions of the Court of Justice of
the European Union (“CJEU”).
for the calculation and confirming the
mathematical correctness of the calculation).
Moreover, we assessed the adequacy and
completeness of the disclosures in the consolidated
financial statements in accordance with the applicable
accounting standards.
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Independent Statutory Auditor’s Report
Responsibility of the Management and Supervisory Board of the Parent
Company for the consolidated financial statements
The Management Board of the Parent Company is responsible for the preparation of the annual
consolidated financial statements that give a true and fair view of the Group’s financial position and
financial performance, in accordance with International Financial Reporting Standards as adopted by the
European Union, the adopted accounting policies, the applicable laws and the Parent Company’s
Articles of Association, and for such internal control as the Parent Company’s Management Board
determines is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is
responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting
unless the Parent
Company’s Management Board either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The Parent Company’s Management Board and members of the Supervisory Board are obliged to
ensure that the consolidated financial statements comply with the requirements specified in the
Accounting Act of 29 September 1994 (“the Accounting Act”). Members of the Supervisory Board] are
responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the NSA will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to influence economic decisions of users
taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Group’s future profitability nor the
efficiency and effectiveness of conducting its affairs by the Parent Company’s Management Board, now
or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
11
Independent Statutory Auditor’s Report
•
identify and assess the risks of material misstatement of the consolidated financial statements, w
hether
due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opin
ion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override o
f internal control;
•
obtain an understanding of internal control relevant to the audit in order to d
esign audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opin
ion on the
effectiveness of the Group’s internal control;
•
evaluate the appropriateness of accounting policies used and th
e reasonableness of accounting
estimates and related disclosures made by the Parent Company’s Managemen
t Board;
•
conclude on the appropriateness of the Parent Company’s Managemen
t Board’s use of the going
concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability to continu
e
as a going concern. If we conclude that a material uncertainty exists, we are required to draw a
ttention
in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such
disclosures are inadequate, to modify our opinion. Ou
r conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events o
r conditions may cause the
Group to cease to continue as a going concern;
•
evaluate the overall presentation, structure and content of the consolidated finan
cial statements,
including the disclosures, and whether the consolidated financial
statements represent the underlying
transactions and events in a manner that achieves fair presentation;
•
plan and perform the group audit to obtain sufficient appropriate audi
t evidence regarding the financial
information of the entities or business units within the Group as a basis for forming an opin
ion on the
consolidated financial statements. We are responsible for the direction, supervi
sion and review of the
audit work performed for the purpose of the group audit. We remain solely responsible fo
r our audit
opinion.
We communicate with the Audit Committee of the Parent Company regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the Audit Committee of the Parent Company with a statement that we have complied
with relevant ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
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Independent Statutory Auditor’s Report
From the matters communicated to the Audit Committee of the Parent Company, we determine those
matters that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other information, including the report on operations
Other information comprises:
•
a Management Board Report on Santander Bank Polska Group
Performance in 2025 (including a
Report on Santander Bank Polska S.A. Performance) (“the Report on the opera
tions”) together with
the corporate governance statement and the consolidated sustainability statement o
f Santander Bank
Polska Group for 2025 which are separate parts of the Report on the operations
,
•
other documents included in the Annual Report for the financial year e
nded 31 December 2025
(together “Other Information”).
Other information does not include the consolidated financial statements and our auditor’s report
thereon.
Responsibility of the Management and Supervisory Board of the Parent Company
The Management Board of the Parent Company is responsible for the preparation of the Other
Information in accordance with the law.
The Parent Company’s Management Board and the members of the Supervisory Board are obliged to
ensure that the Report on the operations including its separate parts complies with the requirements of
the Accounting Act.
Statutory auditor’s responsibility
Our opinion on the consolidated financial statements does not cover the Other Information.
In connection with our audit of the consolidated financial statements, our responsibility under NSA is to
read the Other Information and, in doing so, consider whether the Other Information is materially
inconsistent with the information in the consolidated financial statements, our knowledge obtained in our
audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified
a material misstatement in the Other Information, we are obliged to inform about it in our audit report.
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Independent Statutory Auditor’s Report
In accordance with the requirements of the Act on Statutory Auditors, we are also obliged to issue an
opinion on whether the Report on the operations, to the extent not related to sustainability reporting, has
been prepared in accordance with the requirements of Article 49 of the Accounting Act and para. 73 of
the Regulation of the Minister of Finance dated 6 June 2025 on current and periodical information
submitted by issuers of securities and conditions for considering as equivalent the information required
under the legislation of a non-Member State (“Regulation on current information”) and Article 111(1–2) of
the act of 29 August 1997 – the Banking Law (“the Banking Law”), is consistent with information
included in consolidated financial statements and to issue a statement as to whether, in the light of the
knowledge about the Group and its environment obtained during the audit, any material misstatements
have been identified in the Report on the operations, to the extent not related to sustainability reporting,
and an indication of what any such material misstatement is.
Moreover, we are obliged to issue an opinion on whether the Group provided the required information in
its corporate governance statement.
In addition, we are required to audit the financial information included in chapter X of the Report on the
operations in accordance with the scope described in this audit report and the requirements of the
Banking Law.
Statement on the Other information
We declare that, based on the knowledge of the Group and its environment obtained during our audit:
•
we have nothing to report regarding identification of material misstatements i
n the Other information;
•
that we have not identified any material misstatements in the Report on the operations, to th
e extent
not related to sustainability reporting.
Opinion on the Report on the operations, to the extent not related to sustainability reporting
Based on the work we carried out during our audit, in our opinion, the Report on the operations, to the
extent not related to sustainability reporting:
•
has been prepared in accordance with the requirements of Article 49 of the Accoun
ting Act and para.
73 of the Regulation on current information and Article 111(1–2) of the Banking Law;
•
is consistent with the information in the consolidated financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Group included information set out in para.
72.7 (5) of the Regulation on current information. In addition, in our opinion, information specified in
14
Independent Statutory Auditor’s Report
paragraph 72.7 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
consolidated financial statements.
Report on other legal and regulatory requirements
Report on the compliance of the marking up of consolidated financial
statements with the requirements of the European Single Electronic Format
(“ESEF”)
In connection with the audit of consolidated financial statements we have been engaged by the Parent
Company’s Management Board as part of our audit engagement letter to conduct a reasonable
assurance engagement to express an opinion whether the consolidated financial statements of the
Group as at and for the year ended 31 December 2025 prepared in the single electronic format
contained in the file named SantanderBankPolskaS-2025-12-31-1-pl.xbri (the “consolidated financial
statements in the ESEF format”) were marked up in accordance with the requirements of the article 4 of
the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory technical
standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Description of a subject matter and applicable criteria
The consolidated financial statements in the ESEF format were prepared by the Parent Company’s
Management Board to comply with the technical requirements regarding the specification of a single
electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the marking up of consolidated
financial statements in the ESEF format with the requirements of the ESEF Regulation and the
requirements of this regulation, in our view, constitute appropriate criteria to form an opinion.
Responsibility of the Management Board and the Supervisory Board of the Parent Company
The Parent Company’s Management Board is responsible for the preparation of the consolidated
financial statements in the ESEF format in accordance with the technical requirements regarding the
specification of a single electronic reporting format which are set out in the ESEF Regulation. This
responsibility includes the selection and application of appropriate markups in XBRL using taxonomy
specified in the ESEF Regulation. The responsibility of the Management Board of the Parent Company
also includes designing, implementing and maintaining internal controls relevant for the preparation of
the consolidated financial statements in the ESEF format which are free from material non-compliance
15
Independent Statutory Auditor’s Report
with the requirements of the ESEF Regulation and their marking-up in compliance with these
requirements.
Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial
reporting process, which also includes the preparation of the consolidated financial statements in
accordance with the format that is compliant with legal requirements.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement,
whether the consolidated financial statements prepared in the ESEF format were marked up, in all
material respects, with the requirements of the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements
other than Audit and Review 3001PL – “Audit of financial statements prepared in the single electronic
reporting format” (“KSUA 3001PL”) and where relevant with the National Standard on Assurance
Engagements 3000 (R) in the wording of the International Standard on Assurance Engagements 3000
(Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’
(“KSUA 3000(R)”).
These standards require that we plan and perform procedures to obtain reasonable assurance whether
the consolidated financial statements in the ESEF format were marked up, in all material respects, in
compliance with the specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement
performed in accordance with KSUA 3001PL and, where relevant, in accordance with KSUA 3000 (R)
will always detect the material misstatement (significant non-compliance with the requirements).
The selection of the procedures depends on the auditor's judgement, including the auditor's assessment
of the risk of material misstatements, whether due to fraud or error. In performing the assessments of
this risk, the auditor shall consider the internal control related to the preparation of the consolidated
financial statements in the ESEF format in order to plan appropriate procedures to provide the auditor
with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the
internal control system was not carried out in order to express an opinion on the effectiveness of its
operation.
Quality management and ethical requirements
We apply the National Standard on Quality Control 1 in the wording of the International Standard on
Quality Management (PL) 1 – “Quality Management for Firms that Perform Audits or Reviews of
Financial Statements, or Other Assurance or Related Services Engagements” as issued by the
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Independent Statutory Auditor’s Report
International Auditing and Assurance Standards Board and adopted by the resolution of the Council of
the Polish Agency for Audit Oversight (“NSQC 1”). In accordance with the requirements of NSQC 1, we
operate a system of quality management including documented policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
When performing the engagement, we have complied with the independence and other ethical
requirements in the Code of ethics. The Code of ethics is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behaviour. We also
complied with other independence and ethical requirements that apply to this assurance engagement in
Poland.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the
consolidated financial statements in the ESEF format were marked-up, in all material respects, in
compliance with the applicable requirements. Our procedures included in particular:
•
obtaining an understanding of the process of preparation of the conso
lidated financial statements in the
ESEF format, including the process of selection and application by the Group of the XBRL tags and
ensuring the compliance with the ESEF Regulation, including understand
ing the mechanism of the
internal control system related to this process;
•
reconciliation, on a selected sample, of the marked-up information contained in the consol
idated
financial statements in the ESEF format to the audited consolidated financial statements;
•
evaluating of compliance with the technical standards regarding the specification o
f a single electronic
reporting format, including the use of XHTML, using a specialised IT tool and with the suppo
rt of an IT
expert assessment;
•
evaluating the completeness of marking up the consolidated financial sta
tements in the ESEF format
using the XBRL tags;
•
evaluating the appropriateness of the use of XBRL tags selected from the taxonomy define
d in the
ESEF Regulation and whether the extension markups were used app
ropriately where no suitable
element in taxonomy defined in the ESEF Regulation has been identified;
•
evaluating the appropriateness of anchoring of the extension eleme
nts to the ESEF taxonomy from the
ESEF regulation.
We believe that the evidence we have obtained is sufficient and appro
priate to provide a basis for our
opinion.
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Independent Statutory Auditor’s Report
Opinion
In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF
format were marked-up, in all material respects, in compliance with the requirements of the ESEF
Regulation.
Information on compliance with prudential regulations
The Management Board of the Parent Company is responsible for complying with the applicable
prudential regulations set out in separate legislation, and in particular, for correct determination of the
capital ratios.
The capital ratios as at 31 December 2025 have been presented in point 9 of chapter XI of the Report on
the operations and include Tier 1 capital ratio and the total capital ratio.
We are obliged to inform in our report on the audit of the consolidated financial statements whether the
Group has complied with the applicable prudential regulations set out in separate legislation, and in
particular, whether the Group has correctly determined its capital ratios. For the purposes of the said
information, the following legal acts are understood as separate legislation: Regulation (EU) no.
575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for
credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended
(“CRR”), the Banking Law and the Act of 5 August 2015 on macro-prudential supervision over the
financial system and on crisis management in the financial system (“the Act on macro-prudential
supervision”).
It is not the purpose of an audit of the consolidated financial statements to present an opinion on
compliance with the applicable prudential regulations specified in the separate legislation specified
above, and in particular, on the correct determination of the capital ratios, and therefore, we do not
express such an opinion.
Based on the work performed by us, we inform you that we have not identified:
•
any cases of non-compliance by the Group with the applicable prudential re
gulations set out in
separate legislation referred to above, in the period from 1 January to 31 December 2025
;
•
any irregularities in the determination by the Group of the capital ratios as at 31 Decemb
er 2025 in
accordance with the separate legislation referred to above;
which would have a material impact on the consolidated financial statements.
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Independent Statutory Auditor’s Report
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services that we provided to the
Parent Company
and its controlled entities within the European Union are in accordance with the
applicable laws and regulations in Poland and that we have not provided non-audit services that are
prohibited under Article 5(1) of the EU regulation and Article 136 of the Act on Statutory Auditors.
The non-audit services which we have provided to the Parent Company and its controlled entities during
the period from the beginning of the audited period to the date of issuing this report are disclosed in the
Report on the operations.
We were first appointed to audit the annual consolidated financial statements of the Group by resolution
of the Supervisory Board of the Parent Company dated 22 March 2016 and re-appointed by resolution
dated 11 December 2024. We have been auditing the Group’s consolidated financial statements without
interruption since the financial year ended 31 December 2016, i.e. for ten consecutive years.
The Key Statutory Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka
z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of audit firms with the
number 144., is Maciej Wałęga.
Original report is signed in Polish
No. in the registry 90147
