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MESSAGE _ENGLISH VERSION_
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2024-03-21
Current report no. 19/2024
Subject: Management Board's recommendation re distribution of profit for
2023 and decision on Dividend Reserve created pursuant to resolution no.
6 of the Annual General Meeting of 22 March 2021
In connection with current reports no. 7/2024 of 21 February 2024 and
no. 18/2024 of 19 March 2024, the Management Board of Santander Bank
Polska S.A. _Bank_ hereby informs you that on 21 March 2024 it issued a
recommendation on the distribution of profit for 2023 and the Dividend
Reserve created pursuant to resolution no. 6 of the Annual General
Meeting of 22 March 2021 _resolution no. 6_.The recommendation was
positively reviewed by the Bank's Supervisory Board.
In line with the decision taken, the Bank's Management Board recommends
that profit of PLN 4,672,978,361.27 earned in 2023 be distributed as
follows:
- PLN 3,504,071,577.06 - to be allocated to the dividend for
shareholders;
- PLN 87,042,000.00 - to be allocated to the capital reserve;
- PLN 1,081,864,784.21 is to be kept undistributed.
Moreover, the Management Board recommends that PLN 1,056,637,506.76 out
of the Dividend Reserve created pursuant to resolution no. 6 be
allocated to the dividend for shareholders.
The Management Board recommends that 102,189,314 _say: one hundred two
million, one hundred eighty-nine thousand and three hundred fourteen_
series A, B, C, D, E, F, G, H, I, J, K, L, M, N and O shares give
entitlement to the dividend to be paid out from the profit earned in
2023 and from the Dividend Reserve _Dividend_. The dividend will total
PLN 4,560,709,083.82 _of which PLN 3,504,071,577.06 represents 74.99% of
the net profit earned in 2023 and PLN 1,056,637,506.76 represents the
amount allocated from the Dividend Reserve_.
The Dividend per share will be PLN 44.63.
The Dividend record date will be 16 May 2024.
The Dividend will be paid out on 23 May 2024.
The Bank's Management Board and Supervisory Board will present this
proposal along with the recommendation at the next Bank's Annual General
Meeting.
The Bank hereby informs you that:
1_ Pursuant to Article 349 § 1 of the Commercial Companies Code and §
50_4_ of the Bank's Statutes, and based on Management Board resolution
no. 227/2023 of 16 November 2023 and Supervisory Board resolution no.
144/2023 of 16 November 2023, on 29 December 2023, the Bank paid interim
dividend of PLN 2,375,901,550.50 _Interim Dividend_ to its shareholders.
The Interim Dividend included 102,189,314 shares _one hundred two
million one hundred eighty-nine thousand and three hundred fourteen_ of
series A, B, C, D, E, F, G, H, I, J, K, L, M, N and O shares. The
Interim Dividend per share was PLN 23.25 and the record date for the
Interim Dividend was 22 December 2023.
2_ The Interim Dividend was paid from the Dividend Reserve created by
force of resolution no. 6/2021, to which the Annual General Meeting, by
force of resolution no. 6 of 19 April 2023, earmarked the amount of PLN
2,376,685,525.50, i.e. part of the net profit earned by the Bank in the
accounting year from 1 January 2022 to 31 December 2022, and it does not
reduce the Dividend to be paid out to shareholders.
When taking its decision, the Management Board took into account the
current macroeconomic environment as well as the recommendations and
current guidance of the Polish Financial Supervision Authority _KNF_,
including that outlined in the KNF's letter of 20 February 2024, of
which the Bank informed the market in its current report no. 7/2024 of
21 February 2024 as well as that outlined in the letter of 19 March 2024
confirming the possibility to pay a dividend from the Dividend Reserve
of which the Bank informed the market in its current report no. 18/2024
of 19 March 2024.
Legal basis:
Article 17 _1_ of the MAR
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RB: Rekomendacja Zarządu dotycząca podziału zysku za 2023 r. oraz Kapitału dywidendowego
utworzonego na podstawie uchwały nr 6 Zwyczajnego Walnego Zgromadzenia z dnia 22
marca 2021 r.
