ING Bank Slaski S.A. — M&A Activity 2018

Dec 18, 2018

2018-12-18 Report No. 34/2018: Conclusion of agreements aimed atacquisition of a 45%-stake in NN IP TFI S.A.

The Management Board of ING Bank Śląski S.A. ("Bank") give notice thaton 18 December 2018, the Bank together with its subsidiary, INGInvestment Holding (Polska) S.A. (formerly ING ABL Polska S.A.), signedwith NN Investment Partners International Holdings B.V. ("Seller") apreliminary purchase agreement ("Purchase Agreement") whereunder INGInvestment Holding (Polska) S.A. ("Buyer") undertakes to purchase 94,500shares of NN IP TFI S.A. ("NN TFI"), representing a 45%-stake in NN TFIshare capital and 45% of the total number of votes at the GeneralMeeting of NN TFI ("Transaction"). The price for 45% of shares of NN TFIset at PLN 177.2 million (in words: one hundred and seventy sevenmillion two hundred thousand zlotys) will be increased by the interestof 2.5% per year for the period from 1 January 2018 to the Transactionclosing date. The Buyer shall be entitled to receive dividend startingfrom the dividend paid out from 2018 net profit. The final purchaseprice will be adjusted as per the Purchase Agreement terms andconditions. The Bank shall give notice regarding the Transaction closingand the final price in a relevant current report. In line with thePurchase Agreement, the key condition precedent to the Transactionclosing is the absence of the Polish Financial Supervision Authority'sobjection.

The Bank expects the Transaction to be closed in Q2 2019. Furthermore,the Bank estimates that the Transaction will reduce the consolidatedTotal Capital ratio and Tier 1 ratio by approx. 15 bp.

Apart from the Purchase Agreement, the Bank, the Buyer, the Seller andNN TFI concluded the NN TFI Shareholders Agreement which sets out mainlythe terms of cooperation of NN TFI shareholders with regard to NN TFIcorporate governance after the purchase of NN TFI shares by the Buyerand the terms of implementation of joint ventures of the Bank and NN TFI.

Legal grounds: Article 17.1 of Regulation (EU) No. 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(MAR).