AGM Information • Apr 1, 2025
AGM Information
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to be held under Article 399 §1 of the Commercial Companies and Partnerships Code in conjunction with Article 4021 §1 of the Commercial Companies and Partnerships Code
in the auditorium of ING Bank Śląski S.A. Head Office in Katowice at ul. Sokolska 34, with the following proposed agenda:


Shareholders representing at least 1/20 of the Company's share capital may request that certain items be placed on the agenda for the General Meeting. Such requests should be submitted to the Management Board of ING Bank Śląski S.A. not later than on 8 April 2025 and should contain grounds for the request or a draft resolution concerning the proposed agenda item. The requests may be submitted in the written form to the registered office of ING Bank Śląski S.A. at ul. Sokolska 34, 40-086 Katowice, Bank Management Board Bureau, or in the electronic form to be sent only to the following email address: [email protected]
Shareholders should prove that they hold an appropriate number of shares as of the date of filing a request by attaching a certificate of deposit or a certificate of the right to participate in the Bank's General Meeting (such documents are not required in a situation where the shareholder's status and the right to participate in the Bank's General Meeting may be established by the Bank on the basis of a list prepared by the entity maintaining the securities depository). In the case of shareholders who are legal entities or organisational units without legal personality, the right to act on behalf of the entity should also be confirmed by attaching a valid copy from the register relevant for that person/unit.
Shareholders who send the requests via electronic means of communication are required to send the above mentioned documents in the PDF format.
Requests sent by shareholders using electronic means of communication in the manner other than via the above mentioned electronic mail address or without fulfilling the requirements set out above shall not have any legal consequences for the Bank, and therefore shall not be recognized.
2. Right to submit draft resolutions concerning items put on the agenda or items to be put on the agenda prior to the date of the General Meeting (Article 4022item 2 letter b) of the Commercial Companies and Partnerships Code)
Prior to the date of the General Meeting, shareholders representing at least 1/20 of the share capital are entitled to submit draft resolutions on matters included in the agenda of the General Meeting or issues which are to be included in the agenda; such drafts may be submitted either in the written form to the registered office of ING Bank Śląski S.A. at ul. Sokolska 34, 40-086 Katowice, Bank Management Board Bureau, or via electronic means of communication (in the mode and to the email address specified in item 1 above). The draft resolutions should present a rationale.
Draft resolutions sent by shareholders using means of electronic communication in the manner other than via the electronic mail address given in item 1 above or without fulfilling the requirements set out in the said item shall not have any legal consequences for the Bank, and therefore shall not be recognized.
Draft resolutions of the General Meeting on matters put on the agenda of the General Meeting should be submitted by shareholders no later than three (3) days before the General Meeting.
3. Right to submit draft resolutions concerning the matters included in the agenda during the General Meeting (Article 4022 item 2 letter c) of the Commercial Companies and Partnerships Code)


During the General Meeting, each shareholder entitled to participate in the General Meeting may present draft resolutions concerning the matters included in the agenda. The draft resolutions should present a rationale.
Shareholders may participate in the General Meeting and exercise voting rights in person or by proxy. A template power of attorney and a template vote by proxy form are available on the following website: http://www.ing.pl in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025". The Company does not require shareholders to extend powers of attorney by means of the above form. At the same time, the Company Management Board hereby give notice that should shareholders extend powers of attorney together with instructions as to the manner of voting to their representative, the Company shall not verify whether or not the proxies exercise the voting rights in line with the instructions provided by the shareholders. Therefore, the Company Management Board hereby advise that the voting instruction should only be given to the proxy.
The right to vote should be granted to the proxy in the written or electronic form. Granting of rights to vote in the electronic form does not require affixing the qualified electronic signature.
When granting a power of attorney in the electronic form, shareholders are required to send ING Bank Śląski S.A. a notice of granting power of attorney in the electronic form to the following email address: [email protected] on 28 April 2025, by 1:00 p.m. CET at the latest.
When sending an electronic notice of granting a power of attorney, shareholders or persons authorised to participate in the General Meeting shall send the following information in addition to the documents referred to in item 1 using the electronic email address referred to above:
The documents referred to in items 2) and 3) can be presented by the proxy also directly before the General Meeting at the shareholders' registration point.
The above provisions shall apply to the electronic notice of revoking a power of attorney accordingly.
Notices provided by shareholders in the manner other than via the electronic mail address given above or without fulfilling the requirements set out above shall not have any legal consequences for the Bank and therefore shall not be recognized.
Shareholders shall be allowed to participate in the General Meeting upon presenting an identity card. Proxies shall present an identity card and a valid power of attorney granted in the written or electronic form (proxies shall present the printout of the power of attorney).


In addition, persons representing legal entities or organisational units other than legal entities shall present a valid copy of an entry in relevant registers, enlisting the persons entitled to represent those entities.
For the shareholders and proxies of the shareholders participating in the General Meeting with the use of means of electronic communication, the required documents, and also the manner and the date of their delivery have been specified in the enclosure herewith.
The Bank shall provide for the ability to participate in the General Meeting by electronic means of communication.
The terms and conditions of participation in the General Meeting with the use of means of electronic communication have been laid down in the Bylaw of participation in the ING Bank Śląski S.A. General Meeting with the use of means of electronic communication, passed by the Supervisory Board and published on the Company's website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025" as well as in the enclosure herewith.
Use of that form of participation in the General Meeting shall be possible via a link which shall be sent to the shareholder, after a positive verification of their eligibility, on 25 April 2025, by 5 p.m. at the latest.
The terms and conditions of participation in the General Meeting with the use of means of electronic communication have been laid down in the Bylaw of participation in the ING Bank Śląski S.A. General Meeting with the use of means of electronic communication, passed by the Supervisory Board and published on the Company's website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025" as well as in the enclosure herewith. Shareholders shall be able to make statements during the General Meeting debates via a text messenger software as provided thereby.
The Bank does not provide for the ability to exercise voting rights by mail.
The terms and conditions of participation in the General Meeting with the use of means of electronic communication, exercise of voting rights included, have been laid down in the Bylaw of participation in the ING Bank Śląski S.A. General Meeting with the use of means of electronic communication, passed by the Supervisory Board and published on the Company's website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025" as well as in the enclosure herewith.
During the debates of the General Meeting, a shareholder may ask questions and request Company information. The Management Board is required to provide the shareholder with requested information as far as it is necessary for the assessment of the matter included in the agenda.


The Management Board will refuse to provide information if it could be detrimental to the Company, its related company or its subsidiary, and through disclosure of technical, trade or organisational secrets of the enterprise in particular. A Management Board Member may refuse to provide information if it could lead to their liability under the criminal, civil or administrative laws.
A response is deemed given when the relevant information is available on the Company's website in the place dedicated to shareholders' questions and responses: on the website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025".
For important reasons, the Management Board may provide information in writing outside of the General Meeting. The Management Board is required to provide information within two weeks from the request filing at the General Meeting at the latest.
The registration date for the participation in the General Meeting is 13 April 2025.
The persons who meet the following requirements shall be granted the right to participate in the General Meeting of ING Bank Śląski S.A.:
ING Bank Śląski S.A. shall determine the list of shareholders authorized to participate in the General Meeting pursuant to the list drawn up by the Central Securities Depository of Poland (KDPW S.A.).
The list of shareholders authorized to participate in the General Meeting shall be made available for viewing at the registered office of ING Bank Śląski S.A. on 24, 25 and 28 April 2025. Shareholders shall have the right to request that the list of shareholders of record be sent to them to the address of electronic delivery or in the electronic form to the address they designate.
Persons entitled to participate in the General Meeting may obtain all the documents to be presented at the General Meeting as well as draft resolutions at the registered office of ING Bank Śląski S.A. at: ul. Sokolska 34, 40-086 Katowice, Bank Management Board Bureau, or on the Company's website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025".


ING Bank Śląski S.A. shall post any and all information concerning the General Meeting on the Company's website: http://www.ing.pl, in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025".
In case of any questions or doubts concerning your participation in the General Meeting, please contact the Company at the following email address: [email protected]
The Management Board hereby give notice that the General Meeting will be transmitted over the Internet by Unicomp-WZA Sp. z o.o. with its registered office in Warsaw. The meeting broadcast will be available at www.ing.pl in the section "English Info": "Investor Relations/ General Meetings/ General Meeting 2025". To view the transmission of the General Meeting, shareholders should have equipment that meets the following technical requirements:
Registration of attendees of the General Meeting at the Company's registered office will start at 11:00 a.m. on the day of the General Meeting.
Information on personal data processing by ING Bank Śląski S.A. is posted on the Company's website: http://www.ing.pl in the section: "English Info": "Data Privacy"
(https://en.ing.pl/data-privacy).
Management Board of ING Bank Śląski S.A.








I (We), the undersigned, being/representing the shareholder* of the Company: ING Bank Śląski S.A. with the registered office in Katowice:
…………………………………………………………………………………………………………………………………….………………………………
(shareholder details: full name/ business name, address/registered office)
hereby declare the intention to participate in the General Meeting ("GM") of the Company convened to take place on 29 April 2025 at 12:00 noon with the use of means of electronic communication.
I declare that as a shareholder I shall participate in the GM in that form in person*.
I declare that I am authorised to represent the shareholder as confirmed by the documents submitted to the Company and I shall participate in the GM in that form in person.*
I declare that I shall participate in the GM with the following number of shares: ……………………… / as specified in the list of shareholders eligible to participate in the GM of the Company prepared by the Central Securities Depository of Poland (KDPW).*
I accept the provisions of the Bylaw of participation in the ING Bank Śląski S.A. General Meeting with the use of means of electronic communication and all other terms and conditions and consequences of participation in the GM with the use of means of electronic communication as announced and published by the Company.
Details of the shareholder/ authorised representative of the shareholder eligible to participate in the GM with the use of means of electronic communication*:
| Forename and surname: ________ | |
|---|---|
| Address: ________ | |
| PESEL (personal identification) number: ________ | |
| ID card/ passport number* ________ | |
| Contact e-mail address/ for transmission of the login: ___ | |
| Contact phone number/ for transmission of the login password: _________ | |
_________________________________ _________________________________
_________________________________ _________________________________
Signature(s) of shareholders/ authorised representatives of the shareholder*:
forename and surname (position) forename and surname (position)
venue and date venue and date
*delete as appropriate

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