This document is a free translation of the Polish original. Terminology current

in Anglo-Saxon countries has been used where practicable for the purposes

of this translation in order to aid understanding. The binding Polish original

should be referred to in matters of interpretation.

Independent Auditor's Report

To the General Shareholders’ Meeting and Supervisory Boardof Bank Handlowy w Warszawie S.A.

Report on the Audit of the Annual Consolidated Financial Statements

 Opinion

We have audited the accompanying annual consolidated financial statements of Bank Handlowy w Warszawie S.A. Group (the “Group”), whose parent entity is Bank Handlowy w Warszawie S.A. (the „Parent Entity”), which comprise:

—   the consolidated statement of financial position as at 31 December 2021;

and, for the period from 1 January to 31 December 2021:

—   the consolidated statement of profit or loss;

—   the consolidated statement of comprehensive income;

—   the consolidated statement of changes in equity;

—   the consolidated statement of cash flows;

and

—   notes comprising a summary of significant accounting policies and other explanatory information;

(the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements of the Group:

—   give a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of its consolidated financial performance and its consolidated cash flows for the financial year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (“IFRS EU”) and the adopted accounting policy;

—   comply, in all material respects, with regard to form and content, with applicable laws and the provisions of the Parent Entity's articles of association.

Our audit opinion on the consolidated financial statements is consistent with our report to the Audit Committee dated 22 March 2022.

Basis for Opinion

We conducted our audit in accordance with:

—   International Standards on Auditing as adopted by the National Council of Statutory Auditors as National Standards on Auditing (the “NSA”); and

—   the act on statutory auditors, audit firms and public oversight dated 11 May 2017 (the “Act on statutory auditors”); and

—   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 repealing Commission Decision 2005/909/EC (the “EU Regulation”); and

—   other applicable laws.

Our responsibilities under those regulations are further described in the Auditor’s Responsibility for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Ethics

We are independent of the Group in accordance with International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”) as adopted by the resolution of the National Council of Statutory Auditors („NCSA”), together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Poland and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During our audit the key statutory auditor and the audit firm remained independent of the Group in accordance with requirements of the Act on statutory auditors and the EU Regulation.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. They are the most significant assessed risks of material misstatements, including those due to fraud. Key audit matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon we have summarised our response to those risks. We do not provide a separate opinion on these matters. We have determined the following key audit matters:

Allowances for expected credit losses for amounts due from customers and provisions for undrawn credit facilities and guarantees issued

The book value of amounts due from customers amounted to PLN 21,327.6 million as at 31 December 2021 and PLN 21,914.2 million as at 31 December 2020. Allowances for expected credit losses as at 31 December 2021 amounted to PLN 888.7 million in comparison to PLN 997.7 million as at 31 December 2020. Provisions for undrawn granted financial and guarantee commitments amounted to PLN 33.9 million as at 31 December 2021 and PLN 47.4 million as at 31 December 2020. Net result on allowances for expected credit losses in 2021 amounted to PLN (38.8) million, and in 2020 PLN (190.3) million. The items listed above were presented in the consolidated financial statements in Note 13 “Provisions for expected credit losses on financial assets and provisions for off–balance sheet commitments”, in Note 22 “Amounts due from customers”, in Note 31 “Provisions” and in Note 3 “Risk Management”, in subsection “Credit risk”.

Key audit matter		Our response
Amounts due from customers measured at amortized cost are presented including impairment allowances based on the expected credit loss model, within a horizon of 12 months or the entire life of the exposure. In the process of estimating allowances, identification of impairment triggers and a significant increase in credit risk is crucial. The impairment triggers and significant increase in credit risk are identified mainly on the basis of payment delinquencies, economic and financial standing of the debtor and current probability of default level as compared to the date of initial recognition of a given exposure. Allowances for expected credit losses are estimated individually and collectively for homogenous loan portfolios using statistical methods on the basis of risk parameters. Significant assumptions for the portfolio method are risk parameters such as probability of default (PD), loss given default (LGD), exposure at default (EAD) or criteria/ allocation thresholds to risk categories (stages), which are determined for homogenous groups of loan exposures based on historical data taking into account adjustments for expectations about future economic conditions. The measurement of the allowance for expected credit losses requires the Parent Entity’s Management Board to use significant judgments and make significant assumptions, including considering the implications of the COVID-19 pandemic, which is continued for another year, particularly with respect to projections of future economic conditions, identification of impairment triggers, significant increase in credit risk and the application of data to calculate the parameters of statistical model. Moreover, for amounts due from customers that are assessed on an individual basis, significant judgments and assumptions relate to recovery scenarios and collateral valuation. A relatively small change in these assumptions and other relevant model parameters could have a significant impact on the Group's allowances expected credit loss estimate. We considered this area to be a key audit matter because estimating the allowances		Audit procedures conducted with the support of our internal financial risk management and IT specialists included i.a.: ·         critical assessment of the accounting policy for the recognition of impairment losses on amounts due from customers in terms of compliance with the requirements of applicable financial reporting standards; ·         critical assessment of the design and implementation of relevant internal controls (including general IT system controls) applied in the process of estimating allowances for expected credit losses (including monitoring of collateral values) as well as testing the effectiveness of these controls; ·         analysis of the appropriateness of the Group's identification of impairment triggers and significant increase in credit risk for the purpose of classification into stages, taking into account qualitative and quantitative criteria; ·         critical analysis of the methodology for estimating risk parameters and the allowances for expected credit losses on both individual and portfolio basis in terms of compliance with the requirements of the relevant accounting standards and market practice; ·         critical assessment of significant assumptions and input data used in the expected credit losses models for individual key credit risk parameters used on the portfolio basis, such as in particular transfer logic between stages, probability of default (PD), exposure at default (EAD) or loss given default (LGD), or the impact of forecasts of future economic conditions on risk parameters; ·         independent recalculation of selected risk parameters and allowances for expected credit losses for a selected sample of exposures; ·         for significant amounts due from customers assessed individually for a selected sample – assessment of the appropriateness of identification of significant increase in credit risk and

for expected credit losses involves significant inherent risks of error and fraud and significant uncertainty of estimate and, considering the size of the loan portfolio, has a material impact on the consolidated financial statements.

impairment triggers and for impaired assets – critical assessment of relevant assumptions adopted by the Group in the calculation of the allowances, including the amount and period of recovery and independent recalculation of impairment allowances; ·         an assessment of the completeness and appropriateness of disclosures in the financial statements regarding significant judgments and estimates of expected credit losses, also including a sensitivity analysis of the level of expected credit losses relative to key assumptions used in the model.

Impairment of goodwill
The carrying amount of goodwill amounted to PLN 1,031.3 million as at 31 December 2021 and PLN 1,031.3 million as at 31 December 2020. The amount of goodwill was presented in the consolidated financial statements in Note 24 “Intangible assets”, in Note 25 “Impairment test for goodwill”.
Key audit matter		Our response
In accordance with relevant financial reporting standards the Group performs a goodwill impairment at least once a year. The goodwill impairment test is performed at the level of cash-generating units ("CGUs") to which goodwill has been allocated. The book value of CGUs is then compared to recoverable amount. The carrying amount of these CGUs is then compared with their recoverable amount. The recoverable amount is estimated generally based on the value in use of the CGUs, which represents the present value of estimated future cash flows including the residual value. Estimation of value in use is a complex process and requires significant judgments and assumptions regarding future cash flows, discount rates, including risk free rate, market risk premium, beta parameter and growth rate in the residual period. The estimates used in the goodwill impairment test relate to future events and are subject to significant risk of variability due to changing economic conditions and further due to the increased uncertainty		Our audit response included among others: ·         with support of our internal valuation specialists, an assessment whether the model used by the Group to estimate value in use of the given CGUs complies with requirements of the relevant standards; ·          review of the reasonableness of the key assumptions adopted by the Group by comparing them to historical results and the budget realisation in previous periods; ·         with support of our internal valuation specialists: ­   evaluation of the rationale of the macroeconomic assumptions adopted by the Group by comparing to market data, including assumptions regarding the discount rate (risk free rate, beta parameter, market risk premium) and growth rate in the residual period; ­   evaluation of the mathematical correctness of selected calculations presented in the test and the logical consistency of the model;

arising from the impact of the COVID-19 pandemic on the economy.

·         assessment of the accuracy and completeness of disclosures included in the consolidated financial statements in terms of goodwill and goodwill impairment testing as required by the relevant financial reporting standards

Responsibility of the Management Board and Supervisory Board of the Parent Entity for the Consolidated Financial Statements

The Management Board of the Parent Entity is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards, as adopted by the European Union, the adopted accounting policy, the applicable laws and the provisions of the Parent Entity's articles of association and for such internal control as the Management Board of the Parent Entity 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 Management Board of the Parent Entity 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 Management Board of the Parent Entity either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

According to the accounting act dated 29 September 1994 (the “Accounting Act”), the Management Board and members of the Supervisory Board of the Parent Entity are required to ensure that the consolidated financial statements are in compliance with the requirements set forth in the Accounting Act. Members of the Supervisory Board of the Parent Entity are responsible for overseeing the Group’s 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 auditors’ 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 NSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

The scope of audit does not include assurance on the future viability of the Group or on the efficiency or effectiveness with which the Management Board of the Parent Entity has conducted or will conduct the affairs of the Group.

As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

—   identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

—   obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;

—   evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board of the Parent Entity;

—   conclude on the appropriateness of the Management Board of the Parent Entity’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 continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report on the audit of the consolidated financial statements to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report on the audit of the consolidated financial statements. However, future events or conditions may cause the Group to cease to continue as a going concern;

—   evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

—   obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee of the Parent Entity 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 provide the Audit Committee of the Parent Entity 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.

From the matters communicated with the Audit Committee of the Parent Entity, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current reporting period and are therefore the key audit matters. We describe these matters in our auditors’ report on the audit of the consolidated financial statements 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

The other information comprise:

—    the Letter of the President of the Management Board;

—   the report on activities of Bank Handlowy w Warszawie S.A. and the Capital Group of Bank Handlowy w Warszawie S.A. in 2021 (the “Report on activities”), including the corporate governance statement and the statement of the Management Board regarding accuracy and fairness of the statements presented, which is a separate part of the Report on activities;

—   Non-Financial Statements of Bank Handlowy w Warszawie S.A. and the

Capital Group of Bank Handlowy w Warszawie S.A. for the year ended 31 December 2021 referred to in art. 49b paragraph 9 of the Accounting Act;

—   Information of the Management Board of Bank Handlowy w Warszawie SA on the selection of the audit firm to audit annual financial statements of the Bank and the Capital Group of the Bank;

—    Assessment of the Supervisory Board with justification concerning the Management’s Report on activities and Financial statements for 2021;

(together the “Other information”).

Responsibility of the Management Board and Supervisory Board

The Management Board of the Parent Entity is responsible for the Other information in accordance with applicable laws.

The Management Board and members of the Supervisory Board of the Parent Entity are required to ensure that the Report on activities, including the corporate governance statement and the report on non-financial information referred to in art. 55 paragraph 2c of the Accounting Act are in compliance with the requirements set forth in the Accounting Act.

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 was to read the Other information and, in doing so, consider whether the Other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Other information, we are required to report that fact.

In accordance with the Act on statutory auditors our responsibility was to report if the Report on activities was prepared in accordance with applicable laws and the information given in the Report on activities is consistent with the consolidated financial statements.

Moreover, in accordance with the requirements of the Act on statutory auditors our responsibility was to report whether the Group included in the statement on corporate governance information required by the applicable laws and regulations, and in relation to specific information indicated in these laws or regulations, to determine whether it complies with the applicable laws and whether it is consistent with the consolidated financial statements and to inform whether the Group prepared a separate report on non-financial information.

Opinion on the Report on Activities

Based on the work undertaken in the course of our audit of the consolidated financial statements, in our opinion, the accompanying Report on activities, in all material respects:

—   has been prepared in accordance with applicable laws, and

—   is consistent with the consolidated financial statements.

Opinion on the Statement on Corporate Governance

In our opinion, the corporate governance statement, which is a separate part of the Report on activities, includes the information required by paragraph 70 subparagraph 6 point 5 of the Decree of the Ministry of Finance dated 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent of information required by the laws of a non-member state (the “decree”).

Furthermore, in our opinion, the information identified in paragraph 70 subparagraph 6 point 5 letter c-f, h and letter i of the decree, included in the corporate governance statement, in all material respects:

—   has been prepared in accordance with applicable laws; and

—   is consistent with the consolidated financial statements.

Information about the Statement on Non-financial Information

In accordance with the requirements of the Act on statutory auditors, we report that the Group has prepared a separate report on non-financial information referred to in art. 55 paragraph 2c of the Accounting Act.

We have not performed any assurance procedures in relation to the separate report on non-financial information and, accordingly, we do not express any assurance conclusion thereon.

Statement on Other Information

Furthermore, based on our knowledge about the Group and its environment obtained in the audit of the consolidated financial statements, we have not identified material misstatements in the Report on activities and the Other information.

Report on Other Legal and Regulatory Requirements

 

Information on Compliance with Prudential Regulations

The Management Board of the Parent Entity is responsible for the Group’s compliance with the applicable prudential regulations defined in separate laws, in particular for the appropriate determination of the capital ratios.

Our responsibility was to inform in our auditor’s report whether the Group complies with the applicable prudential regulations defined in separate laws, in particular whether the Group appropriately determined the capital ratios presented in note 3 “Risk Management”.

The audit objective was not to express an opinion on the Group’s compliance with the applicable prudential regulations and therefore we do not express such an opinion.

Based on our audit of the consolidated financial statements of the Group, we inform that we have not identified any instances of non-compliance, in the period from 1 January to 31 December 2021, of the Group with the applicable prudential regulations, defined in separate laws, in particular with respect to the determination of the capital ratios as at 31 December 2021, that could have a material impact on the consolidated financial statements.

Statement on Services Other than Audit of the Financial Statements

To the best of our knowledge and belief, we did not provide prohibited non-audit services referred to in Art. 5 paragraph 1 second subparagraph of the EU Regulation and Art. 136 of the act on statutory auditors.

Services other than audit of the financial statements, which were provided to the Group and entities under the control of the Parent Entity in the audited period are listed in in point XII of the Report on activities.

Appointment of the Audit Firm

We have been appointed for the first time to audit the annual consolidated financial statements of the Group by resolution of the Supervisory Board dated 25 March 2017 and reappointed in the following years, including the resolution dated 7 December 2018, to audit the annual consolidated financial statements for the year ended 31 December 2021. Our period of total uninterrupted engagement is 5 years, covering the periods ended 31 December 2017 to 31 December 2021.

Opinion on compliance of the consolidated financial statements prepared in the single electronic reporting format with the requirements of the regulatory technical standards on the specification of a single electronic reporting format

As part of our audit of the consolidated financial statements we were engaged to perform a reasonable assurance engagement in order to express an opinion on whether the consolidated financial statements of the Group as at 31 December 2021 and for the year then ended prepared in the single electronic reporting format included in the reporting package named 3_skons_sprawozdanie_finansowe_2021.zip (the “consolidated financial statements in the ESEF format”) were tagged in accordance with the requirements specified in the Commission Delegated Regulation (EU) 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”).

Defining the Criteria and Description of the Subject Matter of the Service

The consolidated financial statements in the ESEF format have been prepared by the Management Board of the Parent Entity to meet the tagging requirements and technical requirements for the specification of a single electronic reporting format, which are defined in the ESEF Regulation. The subject of our assurance service is the compliance of the tagging of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation, and the requirements set out in these regulations are, in our opinion, appropriate criteria for our opinion.

Responsibility of the Management Board and Supervisory Board of the Parent Entity

The Management Board of the Parent Entity is responsible for the preparation of consolidated financial statements in the ESEF format in accordance with the tagging requirements and technical conditions of a single electronic reporting format, which are specified in the ESEF Regulation. Such responsibility includes the selection and application of appropriate XBRL tags using the taxonomy specified in the this regulation.

This responsibility of the Management Board of the Parent Entity includes designing, implementing and maintaining internal control relevant to the preparation of the consolidated financial statements in the ESEF format that is free from material non-compliance with requirements specified in the ESEF Regulation, whether due to fraud or error.

The members of the Parent Entity’s Supervisory Board are responsible for overseeing the financial reporting process, including the preparation of financial statements in the format required by applicable law.

Auditor’s Responsibility

Our objective is to issue an opinion about whether the consolidated financial statements in the ESEF format were tagged in accordance with the requirements specified in the ESEF Regulation.

We conducted our engagement in accordance with the National Standard on Assurance Services Other than Audit or Review 3001PL “Audit of financial statements prepared in a single electronic reporting format” as adopted by the NCSA (“NSAE 3001PL”) and where applicable, in accordance with the International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial Information” as adopted by the NCSA as the National Standard on Assurance Engagement 3000 (Revised) (“NSAE 3000 (R)”). These standards requires that the auditor plans and performs procedures to obtain reasonable assurance about whether the consolidated financial statements in the ESEF format were prepared in accordance with specified criteria.

Reasonable assurance is a high level of assurance, but it is not guaranteed that the assurance engagement conducted in accordance with NSAE 3001PL and where applicable, in accordance with NSAE 3000 (R) will always detect material misstatement.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements, whether due to fraud or error. In making those risk assessments, the auditor has considered internal controls relevant to the preparation of the consolidated financial statements in the ESEF format in accordance with the specified criteria in order to design procedures that are appropriate, which provide the auditor with sufficient and appropriate evidence under the circumstances. The assessment of internal controls was not performed for the purpose of expressing an opinion thereon.

Summary of the Work Performed

Our procedures planned and performed included, among others:

—   obtaining an understanding of the process of preparing the consolidated financial statements in the ESEF format, including selection and application of XBRL tags by the Parent Entity and ensuring compliance with the ESEF Regulation, including an understanding of the mechanisms of internal control relevant to this process,

—   reconciling the tagged information included in the consolidated financial statements in the ESEF format to the audited consolidated financial statements,

—   assessing, by using a specialized IT tool  compliance with the regulatory technical standards regarding the specification of a single electronic reporting format,

—   assessing the completeness of tagging of information in the consolidated financial statements in the ESEF format with XBRL tags,

—   assessing whether the XBRL tags from the taxonomy specified in the ESEF Regulation were properly applied and whether the taxonomy extensions were used where the relevant elements were not identified in the core taxonomy specified in the ESEF Regulation,

—   assessing the correctness of anchoring of the applied taxonomy extensions in the core taxonomy specified in the ESEF Regulation.

Requirements of the Quality Control and Ethical Requirements, including Independence

The firm applies International Standard on Quality Control 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” as adopted by the NCSA as national standard on quality control, which requires us to implement and maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We have complied with the independence and other ethical requirements of the IESBA Code as adopted by the resolution of the NCSA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior as well as other independence and ethical requirements, applicable to this assurance engagement in Poland.

Opinion on Compliance with the Requirements of ESEF Regulation

Our opinion has been formed on the basis of, and is subject to, the matters outlined above.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance with the requirements of the ESEF Regulation.

In our opinion, the consolidated financial statements in the ESEF format as at 31 December 2021 and for the year then ended was tagged, in all material respects, in accordance with the requirements of the ESEF Regulation.

On behalf of audit firm
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
Registration No. 3546
Signed on the Polish original
Justyna Zań
Key Statutory Auditor
Registration No. 12750
Proxy
Warsaw, 24 March 2022