About report

For the second time now, the ING Bank Śląski S.A. Group has compiled the annual report in line with the best global practices of integrated reporting. To help readers use the interactive tools, we prepared a user guide with key features. We encourage you to watch a short animated video before reading the report.

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Shareholding structure

ING Bank Śląski S.A. is a subsidiary of ING Bank N.V., which as at 31 December 2017 had a 75% stake in the share capital of ING Bank Śląski S.A. and a 75% stake in the overall number of votes at the General Meeting – the number has not changed since March 2005. The remaining shares of the Bank (25.0%) are in free float. They are held by institutional investors, mainly Polish pension funds as well as domestic and foreign mutual funds, and by private investors. As at 2017 yearend, Aviva Otwarty Fundusz Emerytalny (Open-End Pension Fund) Aviva BZ WBK was the largest among them. As per annually reported assets structure of that Fund, as at 29 December 2017, it had a 7.99% stake in the share capital and overall number of votes at the General Meeting. As at the date hereof, the Bank does not have any information about any other shareholder going over the threshold of 5% of the company’s equity.

Throughout 2017, the value of ING Bank Śląski S.A. share capital as well as the majority shareholder’s stake in the share capital remained unchanged.

Shareholding structure of ING Bank Śląski S.A. (%)

1As per annually reported assets structure of Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, as at 29 December 2017;

2As per annually reported assets structure of Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, as at 30 December 2016;

1As per annually reported assets structure of Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, as at 29 December 2017;

2As per annually reported assets structure of Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK, as at 30 December 2016;

Profile of the controlling shareholder

ING Bank N.V. is a member of ING Group – a global group of financial institutions offering retail and corporate banking services to over 37 million clients. ING Group companies have over 51 thousand employees and pursue business in over 40 countries in Europe, North and South Americas, in the Near East as well as in Asia and Australia. ING Group pursues business in four areas:

  • Market Leaders – businesses in the Netherlands, Belgium and Luxembourg;
  • Challengers – businesses in Germany, Austria, Spain, Italy, France, Australia and Czech Republic;
  • Growth Markets – businesses in Poland, Romania, Turkey and Asia as a well as through
  • a global corporate banking network dedicated to strategic clients – Wholesale Banking.

 

A Dutch financial institution, ING Groep N.V., is the ING Group’s parent company. It was incorporated in 1991 through the merger of a Dutch insurance company, Nationale-Nederlanden, with a Dutch bank, NMB Postbank Groep. In subsequent years, ING Group developed leveraging on both the organic growth as well as mergers and acquisitions. During the financial crisis, in 2008 and 2009 the Group received state aid (later repaid in 2009-2014) conditioned by a restructuring programme. Restructuring assumed inter alia a separation of banking from insurance and investments that should be divested. ING Group restructuring was finalised in April 2016.

ING Groep N.V. is a public company, listed on the stock exchanges in Amsterdam, Brussels and New York. Its shareholding is dispersed. As at 2017 yearend, there were only two shareholders with capital holdings of over 3%. These were: BlackRock Inc. (5.07%) and Artisan Investments GP LLC (3.01%). In 2016, ING Group posted net profit of EUR 4,905 million vis-a-vis EUR 4,651 million in 2016. Assets totalled EUR 846 billion. As at 2017 yearend, the total assets of ING Bank Śląski S.A. accounted for 3.6% of the ING Group’s assets. Our net profit represented 6.7% of the net profit of ING Group.

More information about the controlling shareholder is available on the website.

Shares and share capital

In line with the Charter, the Bank’s share capital is divided into 130,100,000 shares with the face value of PLN 1 each. Bank shares are ordinary bearer shares. No additional special controlling rights are attached thereto. The Bank Charter does not impose any restrictions on transferring ownership of shares issued by the Bank, exercising voting rights or any stipulations whereunder share-based equity rights are separated from share ownership.

Pursuant to Resolution No. 27 of the ING Bank Śląski S.A. General Meeting of 21 April 2017, the Bank Charter was amended, whereby the Management Board was authorised to increase the share capital by the amount of up to PLN 26 million (i.e. the issue of 26 million shares at maximum) until 21 April 2020 (authorised capital) and to exclude the pre-emptive right for the issue of shares under authorised capital. Charter amendment was entered into the National Court Register on 22 May 2017. The Management Board decisions concerning issue price fixing and pre-emptive right exclusion shall be approved by the Supervisory Board.

As at the report’s publication date, ING Bank Śląski S.A. did not have any information about agreements which might change the ratio of shares held by existing shareholders in the future.

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