ING Bank Slaski S.A. — M&A Activity 2016

Mar 7, 2016

2016-03-07 Report no. 09/2016: Second Notice of Intention to Divide INGSecurities Spółka Akcyjna.

Acting pursuant to Article 539 of the Commercial Companies andPartnerships Code Act of 15 September 2000 ("CCPC") and further tocurrent report no. 3/2016 of 3 February 2016 the Management Board of INGBank Śląski Spółka Akcyjna (hereinafter: "ING Bank Śląski S.A.") herebygive second notice to shareholders of intention to divide ING SecuritiesSpółka Akcyjna, a joint-stock company with its registered office inKatowice, 40-086 Katowice at ul. Sokolska 34, entered into theEntrepreneurs Register of the National Court Register kept by theDistrict Court for Katowice-Wschód in Katowice, the 8th CommercialDivision of the National Court Register, under number KRS 0000074974,(hereinafter: "ING Securities S.A.").

The division shall be completed by way of transferring the entire assetsof ING Securities S.A. onto ING Bank Śląski S.A. with the registeredoffice in Katowice, ul. Sokolska 34, 40-086 Katowice, entered into theEntrepreneurs Register of the National Court Register at the DistrictCourt for Katowice-Wschód in Katowice, the 8th Commercial Division ofthe National Court Register, under number KRS 0000005459 and onto NoweUsługi Spółka Akcyjna with its registered office in Katowice at ul.Chorzowska 50, 40-121 Katowice, entered in the Entrepreneurs Register ofthe National Court Register kept by the District Court forKatowice-Wschód in Katowice, the 8th Commercial Division of the NationalCourt Register under number KRS 0000511684, (hereinafter: "Nowe UsługiS.A."), pursuant to the procedure set out in Article 529 §1 item 1 ofCCPC (division by acquisition), on the terms and conditions laid down inthe Division Plan.

Following the division of ING Securities S.A., the brokerage serviceswhich have been provided to date via ING Securities S.A. and ING BankŚląski S.A. will be integrated within one entity (ING Bank Śląski S.A.).Services other than brokerage services which have been provided by INGSecurities S.A. will be transferred to Nowe Usługi S.A., a member of theING Bank Śląski S.A. Group.

The Division Plan of ING Securities S.A., as agreed by the ManagementBoards of ING Bank Śląski S.A., ING Securities S.A. and Nowe Usługi S.A.on 2 February 2016, together with the enclosures as referred to inArticle 534 §2 of CCPC, has been made available to the public on 3February 2016 under Article 535 §3 sentence 2 of CCPC on the website ofING Bank Śląski S.A. at:http://www.en.ingbank.pl/company-profile/investor-relations/general-meetingin the tab: General Meeting 2016, as well as on the website of INGSecurities S.A. athttp://www.ingsecurities.pl/main_o_domu_maklerskim.xml and on thewebsite of Nowe Usługi S.A. athttp://www.noweuslugi.pl/noweuslugipl/aktualnosci.

Further, the Management Board of ING Bank Śląski S.A. communicate thatunder Article 540 §31 of CCPC shareholders may familiarise themselveswith the following documents concerning the division of ING SecuritiesS.A.:1) Division Plan of ING Securities S.A.,2) Draftresolution of the General Meeting of ING Bank Śląski S.A. on thedivision of ING Securities S.A.,3) Draft resolution of the GeneralMeeting of ING Securities S.A. on the division of ING Securities S.A.,4)Draft resolution of the General Meeting of Nowe Usługi S.A. on thedivision of ING Securities S.A.,5) Draft amendments to the Statuteof Nowe Usługi S.A.,6) Determination of the value of assets ofING Securities S.A. prepared for the purposes of the division as at 1January 2016,7) The statement containing information on thefinancial position of ING Securities S.A. prepared for the purposes ofthe division as at 1 January 2016,8) The statement containinginformation on the financial position of Nowe Usługi S.A. prepared forthe purposes of the division as at 1 January 2016,9) Report of theManagement Board of ING Bank Śląski S.A. presenting the rationale forthe division of ING Securities S.A.,10) Report of the ManagementBoard of ING Securities S.A. presenting the rationale for the divisionof ING Securities S.A.,11) Report of the Management Board of NoweUsługi S.A. presenting the rationale for the division of ING SecuritiesS.A.,12) Financial Statements of ING Bank Śląski S.A. and theManagement Board Reports on Operations of ING Bank Śląski S.A. for thelast three financial years along with opinions and reports of thechartered auditor required by law,13) Financial Statements of INGSecurities S.A. and the Management Board Reports on Operations of INGSecurities S.A. for the last three financial years along with opinionsand reports of the chartered auditor required by law,14) FinancialStatements of Nowe Usługi S.A. and the Management Board Reports onOperations of Nowe Usługi S.A. for the last two financial years alongwith opinions and reports of the chartered auditor required by law, thatis for the entire period of the company's operations, and15)Opinion of the expert appointed by the Court pursuant to Article 537 ofCCPC on the Division Plan.

The above-referred documents were published electronically in theprintable form on the website of ING Bank Śląski S.A. at:http://www.en.ingbank.pl/company-profile/investor-relations/general-meetingin the tab: General Meeting 2016 on 3 February 2016 and for thedocuments referred to in items 12) through 15) hereof on 29 February2016 and will be kept there uninterruptedly up to and including 31 March2016, that is the date of the Ordinary General Meeting of ING BankŚląski S.A., whose agenda provides for passing a resolution on thedivision of ING Securities S.A.The convocation notice of the OrdinaryGeneral Meeting of ING Bank Śląski S.A. and draft resolutions were givenin current report no. 08/2016 of 4 March 2016.

This report is the second notice of ING Bank Śląski S.A. ManagementBoard, as provided for in Article 539 §1of CCPC.Legalgrounds: Article 539 §1 of the Commercial Companies and PartnershipsCode Act of 15 September 2000 in conjunction with Article 56 section 1item 2 of the Act on Public Offering and Terms and Conditions ofIntroduction of Financial Instruments into the Organised Trading and onPublic Companies of 29 July 2005.