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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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Integrated Annual Report
of ING Bank Śląski S.A. 2019

Shares and shareholding structure of ING Bank Śląski S.A

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Shareholding structure

ING Bank Śląski S.A. is a subsidiary of ING Bank N.V. which as at 31 December 2019 held a 75% stake in the share capital of ING Bank Śląski S.A. and 75% of the overall number of votes at the General Meeting – the figures that have not changed since March 2005. The remaining shares in the Bank (25.0%) are in free float. They are held by institutional investors, especially Polish pension funds and domestic and foreign investment funds, and by individual investors. As at the 2019 yearend, Aviva Otwarty Fundusz Emerytalny (Open-End Pension Fund) Aviva Santander was the largest among them. As per the annually reported assets structure of the fund, as at 31 December 2019 it had a 8.40% stake in the share capital and in the 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 2019, the value of ING Bank Śląski S.A.’s share capital as well as the majority shareholder’s stake in the share capital remained unchanged.

Shareholding structure of ING Bank Śląski S.A.
31 December 2019 31 December 2018
Shareholder Number of shares and votes at GM Stake
in share capital and in overall number of votes at GM
Number of shares and votes at GM Stake
in share capital and in overall number of votes at GM
ING Bank N.V.
(subsidiary of ING Groep N.V.)
97,575,000 75.00% 97,575,000 75.00%
Aviva Otwarty Fundusz Emerytalny
Aviva Santander*
10,923,351 8.40% 10,732,305 8.25%
Other 21,601,649 16.60% 21,792,695 16.75%
Total 130,100,000 100.00% 130,100,000 100.00%

* As per the annually reported assets structure of Aviva Otwarty Fundusz Emerytalny Aviva Santander as at 31 December 2018 and as at 31 December 2019.

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 38 million clients. The ING Group companies have over 54 thousand employees and pursue business in more than 40 countries in Europe, North and South Americas, the Near East, Asia and Australia. The ING 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, the ING Group developed, leveraging both on organic growth as well as mergers and acquisitions. During the financial crisis, in 2008–2009 the Group received state aid (later repaid in 2009–2014) conditioned by a restructuring programme. The restructuring involved the separation of banking operations from insurance and investment ones that should be divested. The restructuring of the ING Group 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 the 2019 yearend, there were only two shareholders with capital holdings of over 3%. These were: BlackRock Inc. (5.03%) and Artisan Investments GP LLC (3.01%). In 2019, the ING Group generated the net profit of EUR 4,781 million compared to EUR 4,703 million in 2018. The assets totalled EUR 892 billion. As at the 2019 yearend, the assets of the ING Bank Śląski Group accounted for 4.2% of the ING Group’s assets. Our net profit, on the other hand, represented 8.1% of the ING Group’s net profit.

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

Shares and share capital

In line with the Charter, ING Bank Śląski S.A.’s share capital is divided into 130,100,000 shares with a par value of PLN 1 per share. The shares in the Bank are ordinary bearer shares. No additional special controlling rights are attached thereto. The Bank Charter does not impose any restrictions on transferring the ownership of the shares issued by the Bank or exercising voting rights; further, it does not contain any stipulations whereunder share-based equity rights shall be separated from share ownership.

Moreover, the Charter authorises the Management Board to increase the share capital by an amount of up to PLN 26 million (i.e. to issue up to 26 million shares) until 21 April 2020 (authorised capital) and to exclude the pre-emptive right for the issue of the shares under the authorised capital. The amendment to the Charter was entered into the National Court Register on 22 May 2017. The Management Board decisions concerning fixing an issue price and excluding the pre-emptive right shall be approved by the Supervisory Board.

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

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