ING Bank Slaski S.A. (ING) Earnings Call Transcript & Summary

April 26, 2023

Warsaw Stock Exchange PL Financials Banks shareholder_meeting 136 min

Earnings Call Speaker Segments

Aleksander Galos

executive
#1

Good afternoon, and I would like to welcome everyone who has come here to attend our General Meeting of Shareholders, and I would like to also say hello to all those following the transmission in front of their computers and using their electronic devices. I would like to greet the guests attending the management board and everyone else. It is my duty to open our general meeting. I am the Chairman of the Supervisory Board, Aleksander Galos. And I hereby open our meeting. The first task we have involves election of the Chairman of the meeting, and we shall proceed to this now. We will have to hold a vote, including a remote vote. So please let us have the representative of the respective company, the service provider to tell us how the vote will proceed.

Unknown Attendee

attendee
#2

Ladies and gentlemen, good afternoon. And today's general meeting, you will be using a system based on tablets. And on your tablets, you shall vote in the following manner. When the voting is rolled, you will see information on the screen about the vote currently in progress. And you will see the title and you will see the type, whether it's secret ballot or open ballot. And then you will see, apart from the title of the solution, you will see a number of buttons -- decision-making buttons. Your task is to choose your decision and confirm it. And then the vote will be recorded and counted in the system. During the vote, if you choose a decision from the first screen, which -- on the second screen, before confirmation and does not satisfy you, you may always choose the back button if you're not satisfied with the decision you see displayed on the second screen. And you can then retrace your steps make another decision and cast your vote again, well, differently. Obviously, the system also provides a speed voting option, which is available too. And so thank you. If there are any questions, we are here we are attending too. We will be helping you, and I wish you a fruitful session. Thank you. Just one more note. Obviously, the system, respectively, provides secrecy or openness of the ballots depending on type of ballots.

Aleksander Galos

executive
#3

Thank you very much. The next task consisting electing the Chairman, I will submit Tomasz Dragowski, proxy of ING Bank and as the Chairman of the meeting. Mr. Dragowski, does he consent to this? Thank you very much. And so Mr. Tomasz Dragowski has consented to be a candidate. Are there any other candidates submitted from the room, from the floor or from elsewhere? If there are none, we shall pass the first vote on the election of the Chairman of our meeting, and I hereby roll a vote on Tomasz Dragowski as candidate proxy of ING Bank NV. And the vote was my secret ballot. Has everyone cast their votes? If so, I shall now present the results for the candidate. 116,953,648 votes cast, no votes against, no abstentions. Congratulations, Mr. Tomasz Dragowski. And I do invite you to Chair our meeting.

Tomasz Dragowski

executive
#4

Good afternoon, ladies and gentlemen. My name is Tomasz Dragowski, and I have honor of Chairing this general meeting, and please allow me to -- to set up my working station. Dear ladies and gentlemen, we are at Item 3 of the agenda on the stating the general meeting has been convened in compliance with the law and that it is capable of passing resolutions. I have signed the attendance list. And this covers the shareholders participating in today's general meeting, both by being present here physically in the room and attending remotely through electronic means of communication. And today's general meeting is attended by shareholders representing 116,953,648 shares, representing the same number of votes authorizing the holders to the same number of votes, which is 89.89% of the total number of votes. And as far as formalities are concerned, the general meeting was convened on the 21st of March in accordance with Article 399 Paragraph 1, the articles of the Code of Commercial Companies and partnerships by way of a notice. Notice published on the website of the bank www.ing.pl, as well as by transmission of the current report #7/2023, containing the notice on convening the general meeting and the draft resolutions. And some of these draft resolutions were subsequently amended. Now consequently, I hereby declare that the general meeting was convened correctly and that it is capable of adopting valid resolutions. Now passing to the next item on the agenda and then the presentation of the agenda of the general meeting. I would like to present this so that we are certain as to what we are deliberating on the year. So the general meeting was convened in the way I mentioned earlier and the agenda placed in the notice contains the following items. The opening of the General Meeting, item 1. Item; 2, appointing the Chair of the General Meeting; 3, stating the general meeting has been convened in compliance with the law and is capable of passing resolutions; item 4, presenting g the agenda of the General Meeting; item 5, presenting the Management Board reports on operations of the Bank and Bank Group in 2022 including the report on non-financial information as well as financial statements for the year 2022; Item 6, presenting the update on the status of the incentive scheme for identified staff at the Bank; item 7, presenting the Supervisory Board reports for 2022; item 8, presenting the update on amendments to Supervisory Board Bylaw; item 9, passing solutions on the following. Reviewing and approving the annual financial statements of ING Bank Slaski S.A. for the period starting on the 1st of January 2022 and ended on the 31st of December 2022; item 2, reviewing and approving the management board report and operations of the ING Bank Slaski S.A. Group in 2022, including the report on operations of ING Bank Slaski S.A.; including the statement on the application of corporate governance rules as well as reviewing and approving the report on nonfinancial information of ING Bank Slaski S.A. Group for 2022, including nonfinancial information of ING Bank Slaski S.A. Item 3, reviewing and approving the annual consolidated financial statements of the ING Bank Slaski S.A. Group for the period started on the 1st of January 2022 and ended on the 31st of December 2022; Item 4, accepting ING Bank Slaski S.A. Supervisory Board report for 2022. Item 5, the opinion of the Supervisory Board's report on the ING Bank Slaski S.A. Supervisory Board and Management Board members' remuneration in 2022 and to the assessment of the Bank's remuneration policy. Item 6, acknowledging fulfillment of duties by the Members of the Bank Management Board in 2022. Number 7, acknowledging fulfillment of duties by the Members of the Supervisory Board in 2022; number 8, distribution of profitable 2022; number 9, e Charter of ING Bank Slaski Spólka Akcyjna; number 10, amending the Charter with regard to authorizing management both to increase the share capital within the limits of the authorized capital and to exclude the pre-emptive rights; number 11, changes to the composition of the Supervisory Board; and number 12 assessing satisfaction by members of the Supervisory Board of the requirements referred to in Article 22aa of the Banking Law Act (suitability assessment); and number -- and Item 10, finally closing of the general meeting. So this is the agenda, the agenda we shall follow. If there are no comments or reservations to the agenda I have presented here, we shall pass to the next item. I would just like to inform you that during the deliberations, we are accompanied by members of the bank's authorities and members of the Management Board and the Supervisory Board. And we also have here a representative of the company's auditor, KPMG. Now, passing to further items concerning presentation of information and of statements and reports. I hereby suggest that we examine Items 5 and 6 in one go. Item 5 is presentation of the Management Board report on activities of the bank and activities of the group, and nonfinancial information, financial statements for 2022. And Item 6, this is presenting an update of the status of the incentive scheme for identified staff of the bank. And this is with reference to both items. The President of the Management Board will speak. Mr. Bartkiewicz, President, the floor is yours.

Brunon Bartkiewicz

executive
#5

Good afternoon, ladies and gentlemen. Sorry for my voice. Unfortunately, I am unwell, but I just had to be here. It is a privilege to be here and to present the Management Board's report because this is according to my calculation, this is the 30th ordinary Annual General Meeting of Shareholders, and I have this pleasure to present this report in 1994, actually. So this is quite a sentimental journey back in time for me. In 2022, we managed to essentially achieve all the goals we had set ourselves in the strategy of the bank, and that was mainly about priority tasks. We present this year, the priority objectives. So this is an increase in client activity and digitization of our customers. This is treated by us as an element of the strategic challenge to make sure that customers can monitor and understand the consequences of the financial activities better. And we also achieved other objectives or the commercial objectives, sales objectives we managed to achieve, which will, obviously -- however, there were some distortions, some distortions with some turbulence also affecting our economy. Element of stability or financial stability of the bank, liquidity elements, risk management, including nonfinancial risk management. A lot of attention was dedicated to that, but also we've got a lot of success. So I believe that the objectives were met also in this respect. Sustainable development, our objectives related to the updated environmental declaration also in this field, a lot has been achieved, and we present it in more detail in our reports in our statements. There are still quite a few challenges in terms of defining, in terms of regular questions. And as you know, progress is huge in this field, and there are a lot of new challenges. However, we are -- we have been able to also complete these tasks to a large extent. So I could go on for quite a long time, but I do refer you to the information available on our website. The bank keeps growing, is growing faster than the market. So obviously, the increase in the market share has been contributing to this. This is not an element of a race, but it's an element of the business model, which just assumes this. And this actually was translated into better dynamism we saw here with the pace of growth. And this led to a gross profit in 2022, which the bank achieved. And I would just like to remind you we tend to forget this as time passes. Around PLN 2 billion charged to the profit and loss due to 2 circumstances. So actually, there were 2 items that actually led to the effect of charging to profit and loss. And according to recently published information maybe guidelines of the financial supervision authority. And this will be actually the matter of a separate resolution, distribution of profit for 2022, supplementary information to Item 6. This is a reference to your decision from last year. Those -- on the formula of the incentive scheme, and this was based on actual shares, not phantom shares. And the bank actually managed to implement all the regulatory elements and basically, the financial supervision authority gave consent to this, yes, it was this year actually, on the 13th of March. So there is an investment company that will be implementing this and supporting us in the purchase of shares through our incentive scheme which will already be more compliant, not only with the law, but also this -- with the actual provision of do but also this period of the law. Thank you very much.

Tomasz Dragowski

executive
#6

Thank you, Mr. President. So the shareholders should have any matters to be raised with regard to what Mr. President has just mentioned. Please, the floor is yours, take the floor. But to attend these to the meeting, have no remarks. I suggest that we proceed to further items of the agenda that are also suggests to elaborate upon unlock. Are the Item 7 presenting Advisory Board report for 2022 and Item 8 presenting on the management of the Supervisory Board Bylaw. The information industry report is going to be presented by the Chairperson by the Supervisory Board, Aleksander Galos; Mr. Chairman, the floor is yours.

Aleksander Galos

executive
#7

Welcome, again. So I'm here to provide the report of Supervisory Board activity for 2022. It's a rather extensive document. 100 pages of those as provided in materials. A theme obviously provide you with a brief version still rather extensive, especially since there are some requirements that I'm obliged to fulfill. I am here to speak of about 9 spheres, including the self-assessment of internal regulations concerning the functioning of the Supervisory Board and complementation of this report as provided in the report of the Supervisory Board for 2022. So I would like to inform ladies and gentlemen, that a full assessment including the individual appraisal items are obviously available on the website of the General Shareholder Meeting where a complete set has been rendered available as Supervisory Board of ING Bank Slaski acting according to the chart and right law pursuant to the provisions of the statute of the Supervisory Board. I assume for the term of office that started on 15 April 2021. So the report actually lapses as on the date of the meeting to approve the report for 2023. As on 31st of December 2022, the Supervisory Board composition was Aleksander Galos, Chairman; Malgorzata Kolakowska, Deputy Chairperson; Michal Szczurek, Deputy Chairperson; Aris Bogdaneris, Member; Stephen Creese, Member of the Supervisory Board according to the Code of Good Practices of stock-listed companies, the criterion of independence is actually met the number of Supervisory Board member, 3 out of 7. These are: Dorota Dobija and Monika Marcinkowska and I, Aleksander Galos. According to the practice applied by the bank, all the Supervisory Board members filed declaration independence each year, especially with regard to the provisions of [indiscernible] on experts. And a public supervision as well as on the lack of actual links to the shareholder having at least 5% of total number of shares in the company. By that means the Supervisory Board confirms there are no circumstances that might affect the performance of the creative independence of individual members. The website of the company contains the [indiscernible] of all individual members of the Supervisory Board and the participation in individual committee. I would just like to notice that there are persons appointed as members of the Supervisory Board, all of them having expertise and the right experience and knowledge, allowing them to perform supervision over the bank's operations. The Supervisory Board acts according to the schedule of meetings and [indiscernible] plan. In 2022, the subjects of individual meetings concerned our current business market brought in by the Management Board, supervision of the bank's operations as well as all major matters that required supervision of the Board. The agenda of the meeting is also including current information on the further effect of the coronavirus pandemic on the bank's operations as well as the effect of the war in Ukraine or matters related from the ESG sphere. There were permanent presence of the management Board members on the meetings of the Supervisory Board as well as those that are experts on expertise compliance, as well as other visitors invited responsible for the content that is related to their expertise. The Supervisory Board also paid attention to the adequate and efficient risk management system as well as adequate management -- inter-management control system. The Supervisory Board was supervising both systems, the organization and was performing periodical assessment of the functioning. Last year, the Supervisory Board was positively assessing the adequacy and efficiency of the operational risk management system for 2021. As regards to the internal control system is concerned, last year, the Supervisory Board assessed positivity the adequacy and efficiency of the system. Including provided positive assessment on the adequacy and efficiency of the center of expertize and its operations, as well as the part of internal Auditing. Detailed information on the appraisal of the bank's operations, the situation, including assessment of individual systems, including internal control systems as well as risk management systems, compliance and internal audit, as I already mentioned, are provided in the full report of the Supervisory Board provided at the website. In 2022, the members of the Supervisory Board paid a lot of fine and effort to performing the obligations, meetings or board stationery, in person and in a hybrid mode. 117 resolutions were made. All meetings were convened and handled with a very high attendance. Regardless of individual meetings, regulatory ones. The Supervisory Board members very constant, contact with the management Board of the bank, taking part and are pronouncing their opinion on all the major opinions. Over the year, the members of the Supervisory Board were also participating in in-house training sessions organized by the bank. Supervisory Board members were also involved in the choice of the external audit and supervised by finance, accounting and HR spheres for the bank taking account of data concerning the governance and risk management of the bank. I would like to also stress the Supervisory Board received extensive information from the management board on the operations of the bank, the functioning, plans, progress and the pursuit of individual targets as well as all other circumstance that had an effect on its operations and the current asset standing. The information included also the information held by the Management Board, including affiliates and subsidiaries. Since October last year, there was a new Article 3, and 1 of the commercial companies in Partnerships code, the scope of the information was adapted accordingly. The Supervisory Board says the Management Board to have performed their duties correctly, including those 3 obligations that resulted from the commercial companies and partnerships code. As far as the committees of the Supervisory Board and the competences, recommendations and opinions were issued accordingly, as requested by the management Board. As far as the performance of the competencies of the Supervisory Board, there are 3 committees, audit, remuneration and the committee of risk management. All the committees perform consulting and advisory functions for Management Board. And Chairpersons of the individual committees provide reports of the meeting individual. I would like to briefly introduce the Audit Committee, supports the Supervisory Board as far as the monitoring of financial reporting process as well as monitoring and supervision of internal and external audit, as well as the systems of management within the bank and its affiliates and subsidiaries. According to the requirements of the applicable law of the May 2017, the Chairperson of the committee and the whole committee performs and meets the criteria of independence [indiscernible] also is a professor, which confirms her knowledge and expertise on the matters of financial reporting. The audit company was supporting the Supervisory Board in the performance of individual task by providing recommendations and opinions for the meetings and next to the members of the committees. There are also members of the Board and other components bodies of the bank participating in the meetings of the committee. All the committee meetings were organized and held in such a mode that they could actually provide the recommendations officially with high attendance. Under the committee's operations, the individual being is provided according to the bank's requirements and current conditions, especially with regard to the following of activity, ensuring compliance with the law, acting offends and crime, know your customer program assessment of operations. The Remuneration and Nomination Committee was supporting the Supervisory Board in terms of the remuneration policy and HR policy, especially success satisfaction serving turnover as well as bonus and remuneration policies. According to the recommendations of EBA on the remuneration policy on director 2013 of the European Union, most of the members of the remuneration and nomination committees have the studies of independent members. In 2022, the works of the committee were focused on the following spheres: active supervision of the process of assessment of the operations of the management board members. Supervisory board members are the key persons, monitoring the adequacy and efficiency of the banks recruitment and employment policy assessment for the efficiency adequacy of the remuneration policy of the bank, analysis of the information concerning the assumptions of the remuneration policy for the year 2022, 2023. The risk committee, the last one was supporting the Supervisory Board in the supervision of the implementation of the risk management policy in the bank's operations by the top management. Next to the members of the committee, there were also members of the management board, constantly present at the committee's meetings as well as Director of the Operational Risk Management Department and managers of individual in-house departments of the bank, including the compliance department as well as representative of the auditor under the risk level monitoring process, a permanent item in the agendas of the meeting for the risk report, the components of which featured report of the loan and credit risk, market risk, financial hedging and management model risk-related operations. So I'd like to sum it up that the Supervisory Board highly praises, highly values the operations of all the comities and their operations. The Chairperson of the Supervisory Board would like to thank members of individual committees for their availability, accessibility and readiness to support the Supervisory Board, especially with regard to considering individual places on the rolling basis in between individual regular meetings. Now I would like to summarize the assessments of individual Supervisory Board reports for the operations of last year. The first is the assessment of the annual financial statements of the bank for the year 2022, based on the regulations in regard to them having learned -- having read and become familiar with the financial statements of ING Bank Slaski for 2022, as well as the report of independent auditor on the financial year ended on the 31st of December 2022, that is KPMG. The Supervisory Board of the ING Bank Slaski, firstly, would like to announce that the financial statements of ING Bank Slaski for 2022, as provided by the Management Board, has been prepared with regard to all the major items and it's diligently expressing the asset, equity and capital situation of the company as well as the cash flows and balances from the 1st of January by 31st of December last year, according to all the regulations on financial statements. It complies with all the accounts, books of accounts as well as the actual state of matters. Secondly, having the foregoing in mind, the Supervisory Board recommends that this financial statement should be approved. And I'm talking about financial statements for the year 2022. Now with regard to the assessment for the consolidated financial statements of the Capital Group of ING Bank Slaski for the last year. The report of management Board and operations of the Capital Group of ING Bank Slaski in 2022, covering the report of the operations of ING Bank Slaski, including the corporate governance report on the nonfinancial information of ING Bank Slaski for 2022, covering the information that are of nonfinancial nature, information from the bank. In accordance with the regulations in force, including Acton Accountancy having become familiar with the annual consolidated the financial expenses of the ING, and the report of the management board on the operations of the capital group and the bank itself in the year 2022, including a declaration on the application of the rules of corporate governance and the report on nonfinancial information of ING Bank Slaski in 2022, covering information of nonfinancial nature of ING Bank Slaski as well the report of an independent expert auditor with regard to the annual financial statements for the financial year ended on the 31st of December 2022, drawn up by KPMG. The Supervisory Board of ING Bank Slaski, firstly, would like to state that the consolidated financial statements of ING Bank Slaski are: For 2022, will develop correctly material aspect presented further and clearly, the properly and financial standing of the group as of 31st December 2022. The financial results and cash flows for the accounting period from the 1st of January to 31st of December 2022, in line with the relevant and applicable regulations on financial statements and comply with the ledgers, documents and the actual state of first. Secondly, the Supervisory Board would like to state that the Management Board report on the operations of ING Bank Slaski as -- in 2022, covering the operations of the ING Bank Slaski including the Management Board statement on the application of corporate government rules provides significant information about the property and financial stating of ING Bank Slaski and its group as of the 31st of December, including the assessment of performance, indication of risk factors and description of threats and that it was developed in line with the effective regulations on report and operations, and that it complies with ledgers documents and the actual state of matters. Thirdly, the Supervisory Board would like to announce that the report on the nonfinancial information of ING Bank Slaski S. A. and its group for 2022, covering nonfinancial information of ING Bank Slaski satisfies the disclosure requirements for nonfinancial information as per the applicable law. And fourthly, having regard to the above, the Supervisory Board resolved to recommend that the general meeting approved the annual consolidated financial statement of ING Bank Slaski S.A. as a group. And the management board report on the operations of ING Bank Slaski S.A. Group for 2022, covering the report on the operations of ING Bank Slaski S.A. including management board statements on the application of corporate government rules as well as on the report on nonfinancial information of ING Bank Slaski and its group for 2022, including nonfinancial information of ING Bank Slaski. I'd like to move to the Supervisory Board assessment of the division of profits. So pursuing to article 382 Paragraph 3.2 and [indiscernible] 31(1) of the Commercial Companies and Partnerships Code of 15th September, having agreed to Management Board motion regarding distribution of profit and by the Bank Supervisory Board does not raise any objections that results to recommend that the General Meeting passes a resolution as per the management board motion. Now the assessment of the bank standing on a consolidated basis, including assessment of adequacy and effectiveness of the internal control system, risk management system, compliance and internal audit function. The Supervisory Board assesses that the system of risk management in the group is adequate and efficient. Covering all the types of risk in the processes of identification, reporting, they use techniques and measures that are adequate. The main risk management goals have been met and what they provided is independence of the organization as far as risk management matters, as well as the right HR resources necessary to perform the task. In 2022, ING Bank Slaski comply with all the safe operations, requirements and capital adequacy. Last year, ING Bank Slaski also streamlined the risk management processes. On top of that, the internal system, the internal control system are functioning in the previous year, actually secured the bank against nonfinancial risk, market risk, liquidity risk and risk of adequacy. In the Supervisory Board's opinion, increasing the scale of operations pursued by the bank over the recent years has been successful. As evidenced by the financial and commercial results achieved, the success of the strategy to date justify the bank's intention to continue it in the next year while maintaining an adequate level of capital. Certainly, 2023, in light of the ongoing Ukraine and Russian conflict will be marked by further uncertainty. While returning to robust economic growth will still have to be weighted for. Bearing this in mind, the role of the banks, including ING Bank Slaski, the stabilizers of the Polish economy, it's all the more important. The other item is the assessment of the application of the corporate governance rules as laid down and the exchange rules and regulations, current and interim information made by securities issuers as well as only regulations provided by the issuers of bonds and the assessments on ING's application in 2022. There was of corporate governance for financing institutions. Good practices of companies listed on the stock exchange were accepted for application by the Management Board of ING Bank Slaski by the Supervisory Board and by the general meeting. The Supervisory Board as part of its assessment states that the documents published by the bank, the information concerning the application of corporate governance, principles included in one or the other things in the appropriate section of the website are appropriate conforming to the state of -- current state of affairs. And so the Supervisory Board assessed the information published by the company as to the corporate government's rules application as exhausted and including the comments there to and that they contain sufficient subject-related information within the application of the corporate governance principles. Consequently, the Supervisory Board as it says that the bank has applied the corporate government principles has properly fulfilled its closure duties to the application. As laid down in the exchange rules and integrations on current and interim disclosures made by securities issuers. Consequently, the Supervisory Board has assessed that in 2022, the bank was applying the principles of corporate governance for supervised institutions in proper manner. Next item, assessment of the rationality of ING Bank Slaski as expenditure born in connection with the policy concerning charitable and sponsorship initiatives in 2022. Based on the information provided by the bank Management Board, the Supervisory Board concludes that in 2022, ING Bank Slaski S.A. was involved in the foreign charter social activities assistance to Ukraine. Climate education, financial education, business development, modern technology and sustainable development. Support and education for children and teenagers, promotion of an education in Polish contemporary art. The bank carried out those actions on some incorporation with social partners and cut of 2 corporate foundations. ING for Children Foundation and ING Polish Art Foundation. The activities were implemented as part of ING Bank Slaski's ESG strategy for 2022, 2024. In 2022, in relation to the inflation on Ukraine and the huge need for providing immediate assistance refugees, ING Bank Slaski S.A. undertook additional activities for refugees and affected person, special support for children from Ukraine. In total, the charitable donations in 2022, ING Bank Slaski donated nearly PLN 2,200 million as well as the donation to 2 corporate foundations in ING for Children and Polish Art Foundation. Thus, on behalf of the whole Supervisory Board, I do encourage you to familiarize yourselves Supervisory Board report on the charitable activity, which is extremely important and significant at our bank. I also encourage you to visit our website with the website of the 2 foundations for children and Polish Art Foundation, where you can find the detailed descriptions of the activity of the 2 foundations. I'd like to emphasize that, at the bank, there is also a sponsorship policy of ING Bank Slaski setting for the path for activity and a set of rules and procedures clearly indicating how to proceed and report on every activity. At the bank, there is also a policy for donations of ING Bank Slaski, which applies to all donations, financial donations, charitable donations with regards to donating funds to the expert center compliance center and the committee for donations. And the procedure for also -- and the donations is regulated by the in-kind donations area. And this ensures process-based approach to donations and the use for charitable and social actions. So this information makes it possible to conclude that the policy with regard to charity and donation of ING Bank Slaski was pursued in a reasonable manner and taking into account the social needs and the Supervisory Board assesses the outlays borne by the bank as reasonable and appropriate. The company -- the bank operator transparent and effective information policy, details of social charitable and responsive activities launched by bank or published in the management board's annual report. Supervisory Board of ING Bank Slaski would like to express its appreciation to the management board of ING Bank Slaski and the ING employees, and thank them for all their help and support for the victims and refugees, especially children from Ukraine. The Supervisory Board appreciates not only the significant financial assistance and various support activities, but above all, the personal commitment on the part of many ING employees. Now I will pass information on the degree of implementation of the diversity policy for ING Bank Slaski Management Board and Supervisory Board in 2022. At this point, I wanted to say that as far as the subject matter criteria are concerned, we ensure the selection of people who have diversified knowledge and experience which are mutually complementary across the management board. And the policy also encourages to achieve the best results and use the differences between competencies, professional experience, also diversifying in terms of gender and age. And the Supervisory Board finds that the bank implemented correctly, the diversity policy assumptions accepted. Now an update on the implementation status of remuneration policy at Bank Slaski in 2022 with regard to remuneration of Supervisory Board and management board remuneration. The policy is in line with the long-term interest and values of ING Bank Slaski, and it does contribute to effective risk management and to the company's stability. Details concerning the remuneration of the Supervisory Board and Management Board members can be found in the report drafted in accordance with Article 90G of the act on public offering and the conditions of introducing financial instruments into the organized trading system and on public companies. The Supervisory Board finds that in 2022, the bank implemented correctly the principles of the remuneration policy adopted. And the final assessment as of the report on the remuneration of Supervisor Board and Management Board members, it takes into account the provisions of the law of 1995 on public offering and on conditions of introducing financial instruments into organized trading and public companies. And this is subject to assessment by statutory auditor. The full statutory auditor's reports can be found on the general meetings webpage, and you can find it and read it. The Supervisory Board finds that the remuneration policy for Supervisory Board and Management Board members is in line with the long-term values and interest of ING Bank Slaski, and it does contribute to effective risk management and the company's stability. And now assessment of the adequacy of internal regulations of bylaws concerning the Supervisory Board's function. And the basis underlying this is provided by the internal regulations, the charter of ING Bank Slaski, the bylaws of the Supervisory Board, the bylaws of the committee for remuneration, and among others, also Risk Committee bylaws and others. So the above regulations are subjected to regular reviews, at least, once a year. And as part of these reviews, analysis is performed of the need to introduce amendments in particular, including changes in the regulatory environment of the bank, and aimed at streamlining the function of the Board. Consequently on the basis of the reviews and taking into account the amendments made, the Supervisory Bank of ING Bank Slaski finds that the internal regulations concerning its functioning are adequate and make it possible to effectively, appropriately and efficiently suitable activities. And taking into account the above, it needs to be concluded that in 2022, the Supervisory Board supported the management board with regard to all matters related to the bank and to the bank's activity. The Supervisory Board confirms that in the whole of 2022, it performed the constant and uninterrupted supervision over the bank's activity in line with its competencies and with the legal requirements concerning public limited companies. The Supervisory Board is well prepared to pursue its competencies to fulfill its tasks in accordance with the charter. And exercising supervision over the bank in all material areas of its activity. All members of the Supervisory Board exercised due diligence in the performance of the duties using their knowledge and experience with regards to supervision of a joint stock company. Members of the Supervisory Board performed their duties in fair manner and with integrity and in a diligent manner. And all the members of the Supervisory Board were able to dedicate enough time to the performance of their duties. Now cooperation of the Management Board went on smoothly, the Management Board presented the required information, the clear and exhaustive -- And the Supervisory Board would like to thank the Management Board for developing and delivering the information documents and reports in a manner, ensuring efficient performance of task with Supervisory Board. The Board would like to thank the management board, in particular, for the effective delivery of the strategy in 2022 despite the unfavorable, volatile and of an unpredictable market and the economic conditions. Bearing the above in mind, the Supervisory Board would like to express deep appreciation for the actions taken by the bank's Management Board, not only to ensure further development of the bank, but also of the society and large and local communities. Especially the Supervisory Board would like to thank the Management Board and especially all the employees and of the Children's Foundation employees in particular, for the proactive approach and for the support activities are undertaken and pursued in connection with the outbreak of the war in Ukraine. The Supervisory Board would like to thank the Management Board and the bank's employees for their appropriate approach to customer service, to customer experience and for the invaluable care and concern about other colleagues, especially those affected by the war and by the continued pandemic, in particular. And these measures are also seen on the part of other employees of the whole community of our bank, and I would like to express my gratitude for this. As I've already mentioned, this was nearly a brief review. This was only in a nutshell. You shall find the full text of the report if you visit the portal of our general meeting and sum it up, now bearing in mind the results obtained and the whole activity. The Supervisory Board requests that acknowledgment of fulfillment of duties in 2022 be granted to members of the management world. Thank you very much.

Tomasz Dragowski

executive
#8

Thank you, Mr. Chairman. If there is a need to discuss the information presented, then please take the floor. I'd like to ask the people who would like to take the floor to speak. If there are no people wishing to speak, we shall pass to Item 9 on the agenda, which is a number -- a series of votes on resolutions 1 to 12. And I would like to point out that all resolutions, the wording is in line with the drafts published with the notice on convening the general meeting as part of report #7 of the 21st of March 2023, with the amendments made in subsequent reports, #10 of 7th April and #11 of 13th April. Bearing this in mind, I would like to suggest that we refrain from reading the individual drafts as part of the vote, so that we can make our session more smooth. Well, of course, bear in mind what I said is that in every case, each resolution submitted to vote to is exactly as was provided to the shareholders in draft. As part of the notices, I mentioned, they are also available as documents in -- under the tab concern in our general meeting on the company's website. And on top of that, the functionality of the tablets used for voting, the tablets also have a feature that enables you to view the draft resolutions from the level of the device. So if there are no motions to the contrary or objections, we shall proceed by voting on the resolutions without reading them out in full. So if there are no votes against, I'd like to thank you for having accepted this mode of proceeding. So with regard to that, let's proceed to the first resolution, Item 9.1. Resolution to the matter solution #2, resolution of the Ordinary General Meeting of ING Bank Slaski Spólka Akcyjna of the 26th of April 2023, on reviewing and approving the annual financial statements of ING Bank Slaski for the period started on the first of January and ended on 31st of December 2022. Obviously, provided in the draft resolution as rendered available in the aforementioned form. We shall now vote on an open vote procedure. If there are no votes against or any reservations to the draft resolution, I hereby declare that you should vote -- you should cast your votes now. [Voting]

Tomasz Dragowski

executive
#9

Just for the sake of explanation, this waiting time is just necessary to determine that the persons taking part in the general shareholders meeting by remote means can actually cast the votes. I hereby close the vote and request that the report on the voting results be provided. So there have been 116,953,648 votes for, representing 89.89% of the share capital. All those for, no against, no abstentions. I declare that the resolution has been adopted. For Item 9.2, we show a vote on the resolution of the general ordinary meeting of ING Bank Slaski of the 26th of April 2023. On reviewing approving the Management Board report on the operations of the group in 2022, covering the report of operations, including the statement on the application of corporate governance principles as I was reviewing and approving the report on nonfinancial information of ING Bank Slaski S.A. for 2022, including nonfinancial information of ING Bank Slaski S.A. This resolution is going to be designated as resolution #3. If there are no reservations, remarks to the draft resolution, I would like to now suggest that we proceed to voting. I open ballot, please cast your votes on this resolution, and this is an open ballot. [Voting]

Tomasz Dragowski

executive
#10

I hereby close the vote. I'd like to announce that there have been 116,953,788 votes cast, represent the same number of shares and 89.89% of the share capital. All the votes being for no votes against and no abstention. I declare the resolution to have been adopted. Item 9.3, under this item, we shall be voting on resolution #4 of the Ordinary General Meeting of ING Bank Slaski Spólka Akcyjna of the 26th of April 2023 on the reviewing and approving the annual consolidated financial statements of the ING Bank Slaski Group for the period started on the 1st of January and ended on the 31st of December 2022. If there are no remarks or reservations to the wording of the resolution, I suggest that we proceed to an open vote on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#11

I might close the vote. There have been 116,953,684 votes cast, representing a number of shares and 89.89% of the share capital with all the votes for, no votes against, no abstentions. I declare the resolution to have been adopted. The subject of item 9.4 is voting on the resolution of the ordinary regional meeting of ING Bank Slaski of the 26th of April 2023. All accepting. The report of the Supervisory Board of the ING Bank Slaski for the year 2022. This shall be a resolution 5. Let me just stress that the original draft resolution as provided in report #7 of 21st of March was subsequently amended with regard to the standpoint of the National Board, and that was provided in current report 11 of 13th of April. So the subject of the voting will be the wording of the amended resolution and the report according to the opinion issued subsequently. If there are no remarks and reservations, I hear by open the vote. Please cast votes now. Let me just remind you that this is an open ballot. [Voting]

Tomasz Dragowski

executive
#12

I have closed the vote. I'd like to declare that there have been 116,950,405 votes cast. Out of all the valid votes, 116,953,405 valid votes representing the same number of shares and 89.89% of the share capital with no votes against and 3,243 abstentions. I therefore declare this resolution to have been adopted. Let's proceed to Item 9.5, under which we shall be voting on the resolution of the ordinary general meeting of ING Bank Slaski the 26th of April 2023. On the opinion to the Supervisory Board's report on the remuneration of the members of the Supervisory Board and Management Board of ING Bank Slaski S.A. and to the assessment of bank's remuneration policy. If there is no need to discuss the matter and wording of the resolution, I hereby announce an open ballot to vote for resolution #6. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#13

I hereby close the vote. In this vote, vote on the resolution, there have been 116,953,405 valid votes cast, represent the same number of shares and 89.89% of share capital with 112,608,030 votes for, 4,345,618 votes against the resolution and no abstentions. I hereby declare the resolution to have been adopted. Moving on to item 9.6, assuming a cycle of voting on the resolutions on HR management matters, namely acknowledgment of the fulfillment of duties. In total, there will be 8 resolutions. The first to be voted is the resolution on -- and the resolution #7 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023. On the acknowledgment of the fulfillment of duties by the President of the Bank's Management Board in 2022. Obviously, we are talking about Mr. Brunon Bartkiewicz. The resolution assumes that his measurement of duties is acknowledged and he is released. If there is no need for any discussion under this item, I hereby ordering a secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#14

I hereby close the vote. And I find that 116,953,648 valid votes have been cast, 89.89% of the share capital. And all these votes have been cast for the resolution without any votes against, and without any abstention. So I hereby find that Mr. Bartkiewicz has been acknowledged as having fulfilled his duty. So congratulations. Next resolution we will vote on is resolution #8 of the Ordinary General Meeting of ING Bank Slaski of 26th of April 2023 on acknowledge fulfillment of duty by the Vice President of the Bank's Management Board in 2022. And the resolution concerns acknowledgment of fulfillment of duties by Joanna Erdman, Vice President of the Bank's Management Board. So if there is no need to discuss the resolution, please cast your votes in a secret ballot, which I order with regard to this resolution. [Voting]

Tomasz Dragowski

executive
#15

I hereby close the vote. In the vote on the resolution, 116,953,648 valid votes have been cast, corresponded to the same number of shares, constitute 89.89% of the share capital. All these votes have been cast for the resolution, no votes against, no abstentions. So I hereby find that the resolution has been adopted. Congratulations to Madam Vice President, Joanna Erdman. Next resolution, Resolution #9 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023 on acknowledging fulfillment of the duties by the Vice President of Bank Management Board in 2022. And this concerns Mr. Marcin Gizycki, Vice President of the Management Board. If there is no need to discuss this resolution, I hereby order the vote. Please cast your vote in a secret ballot on this resolution. [Voting]

Tomasz Dragowski

executive
#16

I hereby close the vote. In the vote on the resolution on acknowledgment for fulfillment of duties by the Vice President of the Bank, Marcin Gizycki, 116,953,648 votes have been cast, constitute the same number of shares, constitute 89.89% of share capital. All those have been cast for the resolution with no votes against and no abstention. I hereby find that the resolution has been adopted and fulfillment of duties by Mr. Marcin Gizycki, Vice President, has been acknowledged. Congratulations. Next resolution is #10. Resolution #10 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023, and acknowledging fulfillment of duties by the Vice President of the Bank's Management Board, Ms. Bozena Graczyk. If there is no need to discuss the resolution, I hereby order vote by secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#17

I hereby close the vote. In the vote, 116,953,648 votes have been cast, correspond to the same number of shares, accounting for 89.89% of the share capital. All these votes have been cast for the resolution with no votes against and no abstentions. So I hereby find that the resolution on acknowledgment of fulfillment of duties to Vice President, Bozena Graczyk has been adopted. Congratulations. Now another resolution #11 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023. On acknowledging fulfillment of duties by the Vice President of the Bank's Management Board, Ms. Ewa Luniewska. Obviously, concerning the fulfillment of duties in 2022. Unless there is some need to discuss this resolution, I hereby order vote. Please cast your votes by secret ballot on this resolution. [Voting]

Tomasz Dragowski

executive
#18

I hereby close the vote. Now 116,953,648 valid votes have been cast, corresponding to the same number of shares, constituting 89.89% of the share capital. All of these votes have been cast for this resolution. No votes against and no abstentions. So hereby find that the General Meeting has acknowledged the fulfillment of duties by Vice President, Ewa Luniewska. Congratulations. Next resolution, resolution #12. This is a resolution of ING Bank Slaski for casting Ordinary General Meeting of the 26th of April '23 on acknowledging fulfillment of duties by the Vice President of the Bank's Management Board, Mr. Michal H. Mrozek, in 2022. Unless there is a need to discuss this, we should pass -- to do vote, please cast your votes now in secret ballot. [Voting]

Tomasz Dragowski

executive
#19

I hereby close the vote. 116,953,648 valid votes have been cast, corresponding to same number of shares, 89.89% of the share capital. All these votes have been cast for the resolution, namely 116,953,648 with no abstentions and no votes against. So I hereby find that the resolution has been adopted. And Vice President, Michal H. Mrozek, the fulfillment of his duties has been acknowledged. Congratulations. We shall now pass to Resolution #13 of the Ordinary General Meeting of ING Bank Slaski for casting of 26th of April 2023. On acknowledging fulfillment of duties by the Vice President of the Bank's Management Board, Mr. Slawomir Soszynski. Unless you need to discuss this resolution, I hereby order a vote on this resolution. Please cast your votes now by secret ballots. [Voting]

Tomasz Dragowski

executive
#20

I hereby close the vote. 116,953,648 valid votes have been cast, corresponding to the same number of shares, consisting of 89.89% of the share capital. 116,953,648 votes for -- all votes have been cast for the resolution with no abstentions and no votes against. So I hereby find that the resolution on acknowledgment of fulfillment of duties by Mr. Slawomir Soszynski, Vice President has been adopted. Congratulations. And the last resolution on acknowledgment of fulfillment of duties by the members of the Management Board is Resolution #14 of the Ordinary General Meeting of ING Bank Slaski on 26th of April 2023 on acknowledging fulfillment of duties by the Vice President of the Bank's Management Board, Ms. Alicja Zyla. This concerns the year 2022. Unless you need to discuss the resolution, I hereby order a vote by secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#21

I hereby close the vote. 116,953,648 valid votes have been cast, corresponding the same number of shares, constituting 89.89% of the share capital. All these votes have been cast for the resolution with no votes against and no abstentions. So I hereby find that the resolution on acknowledging fulfillment of duties by Vice President, Ms. Alicja Zyla has been adopted. Congratulations. So thus we have concluded the series of votes on acknowledgment of fulfillment of duties by members of the Management Board. And now Item #9.7. We have 8 resolutions on the acknowledge of fulfillment of duties by Supervisory Board members. So the first resolution to be voted on is resolution #15 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023. On acknowledging fulfillment duties by the Chairman of the Supervisory Board, Mr. Aleksander Galos. This concerns the fulfillment of his duties in 2022. Unless there is a discussion on this resolution, I hereby order a vote by secret ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#22

I hereby close the vote. 116,953,648 votes have been cast constituting the same number of shares, constitute 89.89%. 116,950,272 votes were cast for the resolution, 3,376 votes against the resolution and no abstention. So I hereby find that the resolution of the Ordinary General Meeting on acknowledging fulfillment of duties by the Chairman of the Supervisory Board, Mr. Aleksander Galos, has been adopted. Congratulations. Another resolution #16 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023, concerns acknowledging fulfillment of duties in 2022. By the first Deputy Chair of Supervisory Board, Ms. Malgorzata Kolakowska. Unless you need to discuss the resolution, I hereby order a secret vote on this draft and please cast your votes now. [Voting]

Tomasz Dragowski

executive
#23

I hereby close the vote. 116,953,648 valid votes have been cast, corresponding to the same number of shares, constituting 89.89% of the share capital. 116,950,272 votes cast for the resolution. 3,376 votes against the resolution, no abstentions. I hereby find that the resolution on acknowledging fulfillment of duties by the first Chair of the Supervisory Board, Ms. Malgorzata Kolakowska has been adopted. Congratulations. Now we shall pass to the vote on Resolution #17 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023, on acknowledging fulfillment of duties by Mr. Michal Szczurek, Deputy Chair of the Supervisory Board in 2022. Unless you need to discuss the resolution, we shall pass to the vote. So I hereby order vote by secret ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#24

I hereby close the vote. 116,953,648 valid votes have been cast. So the same number of shares, constituting 89.89% of the share capital. First of all, the resolution 116,950,272 votes, against the resolution 3,376 votes, and no abstention. So I hereby find that the resolution on the acknowledgment on the fulfillment of duties by Deputy Chair of the Supervisory Board. Mr. Michal Szczurek has been adopted. Congratulations. Now we should pass to a vote on resolution #18 of the Ordinary General Meeting of ING Bank Slaski of the 26th April 2023 on acknowledging and fulfillment of duties by member of the Supervisory Board, Mr. Aris Bogdaneris, and this concerns the year 2022. Unless we need to discuss the resolution, I hereby order a vote on the resolution. Please cast your votes now in a secret ballot. [Voting]

Tomasz Dragowski

executive
#25

I hereby close the vote. 116,953,648 valid votes have been cast, corresponding to the same number of shares, constituted 89.89% of the share capital. First of all, the resolution, 116,950,272 votes, against resolution 3,376 and no abstention. So I hereby find that the resolution on acknowledging the fulfillment of duties by Mr. Aris Bogdaneris, the Supervisory Board has been adopted. Congratulations. Another resolution to be voted is Resolution #19 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023. On acknowledging the fulfillment of duties by the Stephen Creese and his duties in the 2022 as a member of the Supervisory Board. I see there is no discussion or remarks and reservations on this resolution. So I order a secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#26

I hereby close the vote. Let me report that there have been 116,953,648 votes cast represented the same number of shares and 89.89% of the share capital with 116,950,272 votes for, 3,376 votes against and no abstentions. I hereby announce that the resolution on acknowledging the fulfillment of duties by the member of the Supervisory Board, Mr. Stephen Creese has been adopted. Congratulations, Mr. Creese. Another resolution to be voted upon shall be resolution #20 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023. On the acknowledgment for the fulfillment of duties by a member of the Supervisory Board in 2022. This time by the duties of the -- performed by Dorota Dobija, a member of the Supervisory Board. If you have no questions or reservations there too, I have by order a secret ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#27

I would close the vote now. I report that 116,953,648 votes cast, representing the same number of shares and 89.89% of the share capital with 116,950,272 votes for, 3,376 votes against and no abstentions. I'd like to announce that the resolution on the acknowledgment of the fulfillment of duties by Ms. Dorota Dobija, a member of the Supervisory Board in the year 2022 has been successfully adopted. Congratulations. The next resolution to be voted upon is Resolution #21 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023. On acknowledging the fulfillment of duties by Ms. Monika Marcinkowska, the member of the Supervisory Board in 2022. If there are no reservations on need to discuss this resolution, I hereby order a secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#28

I hereby close the vote. And there have been 116,953,648 votes cast, representing the same number of shares, and 89.89% of shares, with 116,950,272 votes for, 3,376 votes against and no abstentions. I'd like to announce the resolution on acknowledging the fulfillment of duties by Monika Marcinkowska, Member of the Supervisory Board has been adopted. Congratulations. The last resolution on the releasing of duties of individual members of the Supervisory Board is Resolution #22 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023, on acknowledging the fulfillment of duties by Mr. Remco Nieland, as the member of the Supervisory Board in 2022. I don't see any remarks or reservations there too. I hereby order a secret ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#29

I close the vote now. 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital of the company. With 116,950,272 votes for, 3,376 votes against, and no abstentions. I hereby announce that the resolution on acknowledging the fulfillment of duties by Mr. Remco Nieland has been successfully adopted. That concludes -- this concludes 9.7. Now we pass to 9.8, distribution of the profit of 2022, and we shall vote on the Resolution #23 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023 on the distribution of the 2022 profit. The wording of the resolution. Just as a reminder, obviously, corresponds to the wording of the draft resolutions rendered available in the right format by the Bank on its website. I don't see any motion for discussion, any questions or remarks. So I hereby open the vote by open ballot on the resolution concerning the distribution of the profit for 2022. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#30

I hereby close the vote. I'd like to report that have been 116,953,648 valid votes cast representing the same number of shares and 89.89% of the capital -- share capital of the company with all the votes cast for the resolution. No votes against and no abstentions. I hereby announce that the resolution on the distribution of the 2022 profit, that is Resolution #23 has been successfully adopted. Let us proceed to Item 9.9. 3 resolutions shall be voted upon, all concerning amendments to the charter of the Bank, each pertaining to a different range of amendments. The rationale of all these amendments with regard to each of the charter solutions have been provided in the material surrender available to the shareholders. I don't see anybody motioning for any discussion or ask any questions. I would like to suggest that we should first vote on Resolution #24 of the Ordinary General Meeting of ING Bank Slaski on 26th April 2023, on amendments to the charter of ING Bank Slaski 2023 now. I hereby open the vote. Please cast your votes now. And this is going to be an open vote. [Voting]

Tomasz Dragowski

executive
#31

I hereby close the vote. I would like to report to you that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of share capital with all the votes that 116,953,648 votes cast for, no votes against and no abstentions. I would like to announce that this resolution on amending the charter of ING Bank Slaski has been successfully adopted. Another resolution we shall be voting for is Resolution #25 of the Ordinary General Meeting of ING Bank Slaski Spólka Akcyjna the 26th of April 2023. Amending charter of ING Bank Slaski. If there is no need to discuss or no questions to the wording of this resolution, one that stipulates the relevant amendments, I hereby order an open ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#32

I now close the vote. Let me remind you that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital with all the votes cast for the resolution that is 116,953,648 votes, no votes against, no abstentions. I'd like to announce that Resolution #25 on amend the charter of ING Bank Slaski has been successfully adopted. We shall now proceed to voting on Resolution #26 of the Ordinary General Meeting of ING Bank Slaski the 26th of April 2023, on amending the charter of ING Bank Slaski Spólka Akcyjna. If there are no questions or reservations there too, I hereby order an open vote on this resolution. Please, cast your votes now. [Voting]

Tomasz Dragowski

executive
#33

I now close the vote. And I'd like to report that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital of the company with all the votes cast for. That is 116,953,648 votes for, no votes against and no abstentions. I hereby declare that the resolution has been successfully adopted. We have vast exhausted Item 9.9. There's been 3 charter amending resolutions. We shall now proceed to Item 9.10, which also assumes there will be some resolutions concerning the amendment to the charter of the company be adopted. What I mean is Resolution #27 of the Ordinary General Meeting of NG Bank Slaski Spólka Akcyjna on the 26th of April 2023. Concerning amendment to the charter of NG Bank Slaski Spólka Akcyjna to authorize the Management Board to increase the share capital within the limits of the authorized capital and to exclude the preemptive rights. The wording of the resolution has already been provided to your attention, render available on the company's website, including the rationale there to -- with the rationale obviously explaining why it is obligatory, what is necessary to amend the provisions of the charter. I don't see any remarks, reservations or questions there, too. Therefore, I would like to order an open vote. Please cast your votes now, so that we can vote on Resolution #27. [Voting]

Tomasz Dragowski

executive
#34

I hereby close the vote. Now in the vote 116,953,648 valid votes have been cast, corresponding to the same number of shares, considering 89.89% of the share capital. Votes for the resolution, 99,936,469 votes; against the resolution, 17,017,179. No abstentions. So I find that the resolution has been adopted -- Resolution #27 has been adopted. Now we shall pass to Item 9.11 with some resolutions on changes to the composition of the Supervisory Board. And in this respect -- the shareholder ING Bank Slaski submitted proposals of candidates 2 persons supposed to become part of the Supervisory Board, Ms. Katarzyna Zajdel-Kurowska and Mr. Hans De Munck. And these candidates, along with the relevant consent forms to [ one of those ] candidates and professional resumes and appropriate documents are presented in the current report, and current report number #10 of 7th of April. And also the shareholder proposed to the appropriate resolutions concerning the election of these individuals to the Supervisory Board. And since given the current status, the number of supervisory board members determine that 7 was reduced by 1 as a result of the designation handed in by Mr. Aris Bogdaneris and the shareholders suggested 2 individuals be appointed to the Supervisory Board. Consequently, the Supervisory Board should contain 8 members. So the first proposal of a resolution, I would like to submit to a vote. On the basis of the submission by the shareholder will be the resolution on the determination of the number of Supervisory Board members. Resolution #28, which suggests that the composition be determined at 8 members. Unless there is a need to discuss -- unless there is -- there are any motions to the contrary. There is a motion. Yes, please.

Unknown Shareholder

shareholder
#35

Good afternoon. I am a shareholder of 2 entities. I would like to submit a motion that a break be or that because my instructions do not include any guidelines as to voting on this matter. So I would like to have clarity.

Tomasz Dragowski

executive
#36

Well, I understand that information on the fact that the agenda would include voting on 2 specific individuals and extending the [indiscernible] candidates was known and the manner of voting on the individual candidates was also known. However, what was not known was -- that resolution would be voted on changing the number of Supervisory Board members. This is appearing right now as far as I understand. This resolution was also presented in the set of resolutions proposed by the shareholder. But of course, if there is need to -- for a quick consultation, no it's not a very complex issue. It's more of a technical issue. But since my instructions are not precise in this respect, I would like to just specify it in more detail. 5 minutes. Will that be enough?

Unknown Shareholder

shareholder
#37

Yes, I do believe so.

Tomasz Dragowski

executive
#38

Okay. So technical break, 5 minutes.

Unknown Shareholder

shareholder
#39

I would also like to kind of request that you indicate the principles you are acting as a -- as a holder of 40 minutes -- yes, I represent 2 entities, 2 open-ended funds and [indiscernible] open-ended pension funds. Thank you.

Tomasz Dragowski

executive
#40

I understand that you have managed to establish this. I don't know. We've still got some time until the end of the 5-minute break. I don't know if anyone perhaps has also left the room. So maybe let's wait until 10 pass. Ladies and gentlemen, we have concluded our technical break. So we know everything now. Consequently, coming back to our subject matter, I would like to submit Resolution #28 of Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023 to the vote, to determine the number of members of the Supervisory Board as 8. And if there are no other motions to this, and I hereby order a vote -- an open vote. And please cast your votes now. [Voting]

Tomasz Dragowski

executive
#41

I hereby close the vote. 116,953,648 votes being cast, constituting the same number of shares, 89.89% of the share capital. First of all, 112,607,332, against 45,073, and abstentions 4,301,243. So I hereby declare the resolution adopted. So the composition of the Supervisory Board -- the Supervisory Board shall be composed of 8 members. We have expanded the composition of the Supervisory Board as part of Item 9.11. We have election of Supervisory Board members, the candidate submitted 2 candidates were submitted. Ms. Katarzyna Zajdel-Kurowska and Mr. Hans De Munck. Anyone of the present of the attendees would like to take the floor? Are there other motions? If there are none, I hereby submit to vote the draft resolution. Draft Resolution #29 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023, on changes to the composition of the Supervisory Board. With regards to the appointment of Katarzyna Zajdel-Kurowska and with regard to termination of -- satisfaction of the provisions of the Banking Law Act, this is suitability assessment. And just to remind you, trough resolution was presented in the report #10 of the 7th of April 2023, and it is also available with a whole set of updated drafts on the website of the Bank under the tab concerning the General Meeting. So I hereby open the vote by secret ballot on this resolution. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#42

I hereby close the vote. 116,953,648 valid votes have been cast, constituting the same number of shares, constituting 89.89% of the share capital. Votes for the resolution, 112,608,030, against 47,189 votes and abstentions, 4,298,429. So I find that the resolution on the appointment of Ms. Katarzyna Zajdel-Kurowska as a member of the Supervisory Board has been adopted. Congratulations. Another resolution voted on as part of the present item on the agenda is Resolution #30 of the Ordinary General Meeting of ING Bank Slaski of 26th April 2023, on the change of the Supervisory Board composition of the appointment in regard to the appointment of Mr. Hans De Munck as member of the Supervisory Board and also assessing this satisfaction of the appropriate requirements of the Banking Law Act suitability assessment. Just like in the case of the previous resolution, it's tough, accompanied information submitted in the current report #10 of 7th of April. Unless there are other motions, comments, need for discussion, I suggest we pass to vote. So please cast your votes now in -- by secret ballot on the resolution concerning the appointment of Mr. Hans De Munck To the company Supervisory Board. [Voting]

Tomasz Dragowski

executive
#43

I hereby close the vote. I'd like to report that there have been 116,953,648 value votes cast represent the same number of shares and 89.89% of capital -- share capital with 112,608,030 votes for, 47,189 votes against, and 4,298,429 abstentions. I would like to announce that the resolution on the changes the composition of Supervisory Board and appointing Mr. Hans De Munck as the member has been successfully adopted. This concludes Item 9.11, and we proceed to 9.12, which will be the adoption of Resolution #31 of the Ordinary General Meeting of ING Bank Slaski of the 26th of April 2023, on assessing the satisfaction by the members of Supervisory Board of the requirements referred to in Article 22A of the Banking Law Act is suitability assessment. According to the wording has provided and available to the shareholders, there is -- there are 6 persons and 6 members of the Supervisory Board listed in the draft resolution, all subject to the aforementioned assessment. They all comply with requirements -- applicable requirements provided in Article 22A of the Banking Law Act. There is no need for discussion on this resolution. I don't see any motions. I hereby order a secret ballot. Please cast your votes now. [Voting]

Tomasz Dragowski

executive
#44

I close the vote. And we report that having 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital, with 112,608,030 for, 47,618 votes against, as well as 4,298,000 abstentions. And therefore, I announced that the resolution has been successfully adopted. We have thus exhausted the agenda of this General Shareholder Meeting. And therefore, on the Item 10 of the agenda, I hereby announce that this General Meeting of the shareholders of ING Bank Slaski S.A. is closed. Having said that, I would like to thank you all for participating in the meeting and all the resolutions and decisions made. Thank you very much.

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