Information on the Bank and the Capital Group
1. Key Bank data
ING Bank Śląski S.A. (”Parent company”, “parent entity”, “Bank”) with the headquarters in Katowice, Sokolska Str. 34, was entered into the entrepreneurs National Court Register managed by the Commercial Department of the Regional Court in Katowice under the reference number KRS 5459.The parent entity statistical number is REGON 271514909, and the taxation identification number is NIP 634-013-54-75.
2. Scope and duration of operations
ING Bank Śląski S.A. offers a broad range of banking services rendered for individual and institutional clients in line with the scope of services outlined in the Bank’s charter. The Bank runs operations both in the home currency and in foreign currencies. The Bank is also active on the domestic and foreign financial markets. The scope of services offered by the Bank was expanded with leasing and factoring operations, following the acquisition in 2012 of new companies. Additionally through subsidiaries the Group operates brokerage services, real estate, leasing of real estate and advisory and acts as a financial intermediary as well as provides other financial services. The duration of the parent entity and entities forming the Capital Group is indefinite.
3. Share capital
The share capital of ING Bank Śląski S.A. is PLN 130,100,000 and is divided in 130,100,000 ordinary bearer shares with a par value of PLN 1.00 each. Shares of the Bank are quoted on the Warsaw Stock Exchange (sector: banks).
4. Shareholding structure of ING Bank Śląski S.A.
ING Bank Śląski S.A. is a subsidiary of ING Bank NV, which as at 31 December 2014 held 75% share in the share capital of ING Bank Śląski S.A. and 75% shares in the total number of votes at the General Shareholders Meeting. ING Bank NV belongs to the Capital Group, herein referred to as ING Group.
As at the date 31 December 2014, the shareholders owning 5% and more votes at the General Shareholders Meeting of ING Bank S.A. were:
|No.||Entity||Number of shares
|% of total number
of shares and votes
at General Meeting
|1||ING Bank NV||97,575,000||75.00|
|2||Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK||7,370,000||5.66|
5. Entity authorised to audit financial statements
Entity authorised to audit financial statements is KPMG Audyt Spółka z ograniczoną odpowiedzialnością Sp.k. with registered office in Warsaw.
6. Capital Group of ING Bank Śląski S.A.
ING Bank Śląski S.A. is the parent company of the ING Bank Śląski S.A. Group (“Capital Group”, “Group”). As at 31 December 2014, the composition of ING Bank Śląski S.A. Capital Group was the following:
*) The capital group of ING Lease Polska Sp. z o.o. is composed of 10 special purpose vehicles wherein ING Lease Polska Sp. z o.o. holds 100% of shares.
**) UdB S.A. holds 100% of shares of Nowe Usługi S.A. company incorporated in H1 2014 (the company is not fully operative yet).
***) In 2014, the Group reclassified shares in the associated entity to the category of assets held for sale.
Division of Centrum Banku Śląskiego Spółka z ograniczoną odpowiedzialnością company
In 2014, the Centrum Banku Śląskiego Spółka z o.o. company in which the Bank holds 100% stake was divided by acquisition. Following the Division Plan, all assets of CBŚ Spółka z o.o. were transferred to ING Bank Śląski S.A. and Solver Spółka z o.o., while the share capital of Solver Spółka z o.o. was raised from PLN 9,562.0 thousand to PLN 15,292.5 thousand through formation of 11,461 new shares of face value of PLN 500.0 each. For transferring a part of CBŚ Spółka z o.o.’s assets to Solver Sp. zo.o. (the organised part of the enterprise), ING Bank Śląski S.A. as the only partner to CBŚ Spółka z o.o. took up all the new shares in the increased share capital of Solver Sp. z o.o. on 01 July 2014, thus increasing its percentage stake in its capital from 82.3% to 88.93%.
30 June 2014 was the last day of functioning of CBŚ Spółka z o.o. which under the Court Decision was removed from the National Court Register without liquidation proceedings, following the executed Division Plan. As of 1 July 2014, the assets and liabilities of Centrum Banku Śląskiego Spółka z o.o. company became part of the balance sheets of ING Bank Śląski S.A. and Solver Sp. z o.o. The aim of the CBŚ Spółka z o.o. restructuring operation was to optimise real property management costs in the ING Bank Śląski S.A. Capital Group.
7. Approval of 2013 consolidated financial statements
The annual consolidated financial statements of the ING Bank Śląski S.A. Group for the period from 1 January 2013 to 31 December 2013 were approved by the General Meeting on 10 April 2014.