ING BANK ŚLĄSKI SA Resolutions of the Ordinary General Meeting

2014-04-10 Report No. 11/2014:

Resolutions of the Ordinary General Meeting of ING Bank Śląski S.A.

The Management Board of ING Bank Śląski S.A. give public notice of thecontent of the resolutions passed by the Ordinary General Meeting of ING Bank Śląski S.A. held on 10 April 2014.

As part of item 2/ of the Meeting Agenda:

Resolution No. 1of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on electing the Chair of the General Meeting.

Pursuant to Article 409 §1 of the Commercial Companies and PartnershipsCode, the General Meeting of ING Bank Śląski S.A. elect Mr. Janusz Fiszer as the Chair of the Ordinary General Meeting.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

As part of item 6/ letter a) of the Meeting Agenda:

Resolution No. 2of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on reviewing and approving the Annual Financial Statements of ING Bank Śląski S.A. for the period started 1 January 2013 and ended 31 December 2013.

Pursuant to Article 395 §2 item 1 of the Commercial Companies andPartnerships Code Act of 15 September 2000 and Article 53 Section 1 of the Accounting Act of 29 September 1994, the General Meeting of ING Bank Śląski S.A. hereby approve the Annual Financial Statements of ING Bank Śląski S.A. for the period started 1 January 2013 and ended 31 December 2013 including:1/ the profit and loss account for the period started 1 January 2013 and ended 31 December 2013, with net profit of PLN 920.1 million,2/ the statement on total income for the period started 1 January 2013 and ended 31 December 2013,3/ the statement on financial standing made as at 31 December 2013, with total assets and liabilities and equity of PLN 83,670.5 million,4/ the statement of changes in equity for the period started 1 January 2013 and ended 31 December,5/ the cash flow statement for the period started 1 January 2013 and ended 31 December 2013,6/ accounting policies and additional explanatory notes.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter b) of the Meeting Agenda:

Resolution No. 3of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on reviewing and approving the Management Board's Report on the Operations of ING Bank Śląski S.A. in the year 2013, including Report on Observance of Corporate Governance Rules.

Pursuant to Article 395 §2 item 1 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby approve the Management Board's Report on the Operations of ING Bank Śląski S.A. in the year 2013.

At the same time, acting pursuant to §18 item 3) of the Bank's Charter,the General Meeting hereby approve the content of the ING Bank Śląski S.A. Management Board's Report on Observance of Corporate Governance Rules in 2013, which was developed in keeping with the requirements set forth in Resolution no. 1013/2007 of the WSE S.A. Management Board dated 11 December 2007 and § 91 section 5 item 4) of the Minister of Finance Ordinance of 19 February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent. The abovementioned report is a separate part of the Management Board's Report on the Bank's Operations in 2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter c) of the Meeting Agenda:

Resolution No. 4of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on reviewing and approving the Annual Consolidated Financial Statements of the Capital Group of ING Bank Śląski S.A. for the period started 1 January 2013 and ended 31 December 2013.

Pursuant to Article 395 §5 of the Commercial Companies and PartnershipsCode Act of 15 September 2000 and Article 63c Section 4 of the Accounting Act of 29 September 1994, the General Meeting of ING Bank Śląski S.A. hereby approve the Annual Consolidated Financial Statements of the Capital Group of ING Bank Śląski S.A. for the period started 1 January 2013 and ended 31 December 2013 including:1/ the consolidated profit and loss account for the period started 1 January 2013 and ended 31 December 2013, with net profit attributable to the shareholders of the dominant entity of PLN 961.5 million,2/ the consolidated statement on total income for the period started 1 January 2013 and ended 31 December 2013,3/ the consolidated statement on financial standing made as at 31 December 2013 with total assets and liabilities and equity of PLN 86,750.6 million,4/ the statement of changes in consolidated equity for the period started 1 January 2013 and ended 31 December 2013,5/ the consolidated cash flow for the period started 1 January 2013 and ended 31 December 2013,6/ accounting policies and additional explanatory notes.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter d) of the Meeting Agenda:

Resolution No. 5of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on reviewing and approving the Management Board's Report on the Operations of the Capital Group of ING Bank Śląski S.A. in the year 2013.

Pursuant to Article 395 §5 of the Commercial Companies and PartnershipsCode Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby approve the Management Board's Report on the Operations of the Capital Group of ING Bank Śląski S.A. in 2013.

Valid votes were cast out of 102.981.212 shares representing 79.15% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 102.981.212 including:102.981.212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter e) of the Meeting Agenda:

Resolution No. 6of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge fulfilment of duties by Ms. Małgorzata Kołakowska - President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 7of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Mirosław Boda - Vice-President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 8of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Michał Bolesławski - Vice-President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 9of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Ms. Joanna Erdman - Vice-President of the Management Board between 01.04.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 10of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Ignacio Juliá Vilar - Vice-President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 11of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Ms. Justyna Kesler - Vice-President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 12of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Vice-President of the Bank Management Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Oscar Edward Swan - Vice-President of the Management Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

As part of item 6/ letter f) of the Meeting Agenda:

Resolution No. 13of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Chair of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Ms. Anna Fornalczyk - Chair of the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 14of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Deputy Chair of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Brunon Bartkiewicz - Deputy Chair of the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 15of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Secretary to the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Wojciech Popiołek - Secretary to the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 16of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Member of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Roland Boekhout - Member of the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 17of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Member of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Ralph Hamers - Member of the Supervisory Board between 01.01.2013 and 19.04.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 18of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Member of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Nicolaas Jue - Member of the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 19of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Member of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Ad Kas - Member of the Supervisory Board between 19.04.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 20of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on acknowledgement of fulfilment of duties by the Member of the Supervisory Board in the year 2013.

Pursuant to Article 395 §2 item 3 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby acknowledge the fulfilment of duties by Mr. Mirosław Kośmider - Member of the Supervisory Board between 01.01.2013 and 31.12.2013.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by secret ballot.

As part of item 6/ letter g) of the Meeting Agenda:

Resolution No. 21of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on distribution of profit for the year 2013.

Pursuant to Article 395 §2 item 2 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby distribute the profit of ING Bank Śląski S.A. for the year 2013 in accordance with the following specification:in PLN1. gross profit 1,140,100,503.402. fiscal charges 220,037,968.863. net profit 920,062,534.54a) reserve capital 297,622,534.54b) general risk reserve 50,000,000.00c) dividend 572,440,000.00Valid votes were cast out of 110,351,212 shares representing 84.82% of the share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter h) of the Meeting Agenda:

Resolution No. 22of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on dividend payout for the year 2013.

Referring to Resolution no. 21 of the Ordinary General Meeting of INGBank Śląski S.A. of 10 April 2014 regarding distribution of profit for the year 2013, and in accordance with Article 347 and 348 of the Commercial Companies and Partnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby resolve as follows:

§11. ING Bank Śląski S.A. shall pay out final dividend for 2013in the total amount of PLN 572,440,000.00, that is PLN 4.40 per share in gross terms, in accordance with the following principles:1) 14 May 2014 shall be the date of record upon which the shareholders of record are entitled to the upcoming dividend payment,2) payment date shall be 3 June 2014,3) dividend shall be paid out on terms and conditions set out in the Procedure for Dividend Payout as adopted by way of Resolution no. 22 of the General Meeting of ING Bank Śląski S.A. on 8 April 2010.2. All shares issued by the Bank, i.e. 130,100,000 shares, shall be covered by the dividend payout.

§2The General Meeting oblige the Management Board of theCompany to execute this resolution.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter i) of the Meeting Agenda:

Resolution No. 23of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on division of Centrum Banku Śląskiego Sp. z o.o.

Pursuant to Article 541 of the Commercial Companies and PartnershipsCode Act of 15 September 2000, the General Meeting of ING Bank Śląski Spółka Akcyjna with its registered office in Katowice ("ING Bank Śląski S.A.") hereby resolve as follows:

§ 11. It is resolved that the company called Centrum BankuŚląskiego Sp. z o.o. with its registered office in Katowice, ul. Chorzowska 50, entered in the register of entrepreneurs of the National Court Register kept by the District Court Katowice-Wschód in Katowice, the 8th Commercial Division of the National Court Register under KRS number: 0000047713, Tax ID No. (NIP): 9542206197 ("Company under Division") shall be divided in the manner specified in Article 529 § 1 item 1) of the Commercial Companies and Partnerships Code, in that all assets of the Company are transferred to ING Bank Śląski S.A. and Solver Sp. z o.o. (the acquiring companies), on terms and conditions specified in the Division Plan referred to in § 1 section 5 below (the "Division").2. The Division shall be made in the form of a division by takeover (under Article 529 § 1 item 1) of the Commercial Companies and Partnerships Code) to be conducted in the following manner:2.1. The Division described in the Division Plan shall be effected by transferring all assets of the Company under division to ING Bank Śląski S.A. and Solver Sp. z o.o. (the acquiring companies). As a result of the Division, the Company under Division shall be removed from the National Court Register.2.2. The division manner of assets of the Company under division corresponds to the breakdown in the existing organisational structure consisting of two organised parts of an enterprise. The Company under division consists of two internal units within the internal organisation of the Company under Division, namely: the Main Unit (Zakład Główny) located in the Company under Division office in Katowice, operating since 1 July 2010 under the name Centrum Banku Śląskiego Sp. z o.o. (hereinafter the "Main Unit") and an organisational unit of the Company under Division located in Warsaw and operating under the name: Centrum Banku Śląskiego Sp. z o.o. - Filia Warszawa (Warsaw Branch) (hereinafter the "Warsaw Branch") established with effect from 1 June 2013 by resolution of the Management Board of the Company under Division dated 10 May 2013.2.3. The Main Unit is the organizationally, functionally and financially independent set of tangible and intangible assets, as well as liabilities of the Company under division, intended to carry out certain business tasks on the co-called Silesian market, that is rental of commercial space in the office building located at ul. Chorzowska 50 in Katowice (hereinafter the "Chorzowska Office Building") (including, in addition to office space, the garage hall), providing management services for ING Bank Śląski S.A. of office building located at ul. Sokolska 34 in Katowice and providing other services for the bank. The detailed scope of activities performed by the Main Unit is included in List no. 1 to the Division Plan. The Main Unit may also be a separate enterprise performing the tasks independently, in accordance with Article 551 of the Civil Code.2.4. The Warsaw Branch is the organizationally, functionally and financially independent set of tangible and intangible assets, as well as liabilities of the Company under Division, intended to carry out certain business tasks on the co-called Warsaw market, that is rental of commercial space in the office building located at ul. Powsińska 64a in Warsaw and 15 garage spaces located in the adjacent building (hereinafter the "Powsińska Office Building"). The detailed scope of tasks performed by the Warsaw Branch is included in List no. 2 to the Division Plan. The Warsaw Branch may also be a separate enterprise performing the tasks independently, in accordance with Article 551 of the Civil Code.2.5. As a result of the Division, the assets of the Company under Division in the form of the Main Unit shall be transferred to ING Bank Śląski S.A., and ING Bank Śląski S.A. shall assume the rights and obligations of the Company under Division associated with the Main Unit.2.6. As a result of the Division, the assets of the Company under Division in the form of the Warsaw Branch shall be transferred to Solver Sp. z o.o., and Solver Sp. z o.o. shall assume the rights and obligations of the Company under Division associated with the Warsaw Branch.2.7. The Company under Division shall be dissolved without the winding-up proceedings on the day of its removal from the National Court Register (hereinafter the "Division Day"). Removal of the Company under Division from the register shall take effect ex officio, immediately after the registration of the increase in the share capital of Solver Sp. z o.o.3. Since ING Bank Śląski S.A. is the sole shareholder of the Company under Division, and having regard to Article 550 of the Commercial Companies and Partnerships Code, there shall not be any increase in the share capital of ING Bank Śląski S.A. in order to issue shares in exchange for the part of the assets of Centrum Banku Śląskiego Sp. z o.o. transferred to ING Bank Śląski S.A. in the form of an organised part of an enterprise of Centrum Banku Śląskiego Sp. z o.o. - the Main Unit.4. As a result of the Division, the share capital of Solver Sp. z o.o. shall be increased from PLN 9,562,000.00 to PLN 15,292,500.00 by the amount of PLN 5,730,500.00 through the issue of 11,461 new shares with a nominal value of PLN 500.00 each. In exchange for the transfer of the part of the assets of Centrum Banku Śląskiego Sp. z o.o. in the form of an organised part of an enterprise of Centrum Banku Śląskiego Sp. z o.o. - the Warsaw Branch to Solver Sp. z o.o., ING Bank Śląski S.A. as the sole shareholder of Centrum Banku Śląskiego Sp. z o.o. shall receive all new shares in the increased share capital of Solver Sp. z o.o. Each of the shares in the increased share capital of Solver Sp. z o.o. shall be acquired by ING Bank Śląski S.A. at a price of PLN 797.87, and excess value over the nominal value (share premium) amounting to PLN 3,413,888.07 shall be added to the supplementary capital of Solver Sp. z o.o. In order to compensate for the differences arising from the settled share exchange ratio, ING Bank Śląski S.A. shall contribute to Solver Sp. z o.o. an additional payment in total amount of PLN 80.66.5. Detailed manner of performing the Division is determined in the Division Plan as agreed by Centrum Banku Śląskiego Sp. z o.o., ING Bank Śląski S.A. and Solver Sp. z o.o. on 11 February 2014.

§ 2The General Meeting of ING Bank Śląski S.A. hereby giveconsent to the Division Plan of the Company under Division as enclosed herewith.

§ 3The General Meeting of ING Bank Śląski S.A. hereby giveconsent to the following proposed amendments to the Deed of Solver Sp. z o.o.:a) § 7 shall be worded as follows:"§ 7"The share capital of the Company amounts to PLN 15,292,500.00 (fifteen million two hundred ninety-two thousand five hundred zlotys) and is divided into 30,585 (thirty thousand five hundred eighty-five) shares with a nominal value of PLN 500.00 (five hundred zlotys) each."b) § 10 item 2) shall be worded as follows:"2) ING Bank Śląski S.A. with its registered office in Katowice - 27,200 (twenty-seven thousand two hundred) shares with a nominal value of PLN 500.00 (five hundred zlotys) each and total value of PLN 13,600,000.00 (thirteen million six hundred thousand zlotys)."§ 4The General Meeting of ING Bank Śląski S.A. hereby oblige the Management Board of ING Bank Śląski S.A. to take all actions within their powers necessary to implement this resolution and to carry out the Division of the Company under Division.§ 5This Resolution shall come into force on the date of its adoption.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter j) of the Meeting Agenda:

Resolution no. 24of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on amendments to the Charter of ING Bank Śląski S.A.

§ 1Pursuant to Article 430 §1 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. resolve on the following amendments to the Charter of the Bank:

1. § 8 section 2 item 11) shall be worded as follows:"11)providing payment services,"2. § 8 section 3 item 11) shall be worded as follows:"11) providing other financial services, including:a) underwriting services,b) leasing services,c) factoring services,d) forfeiting services,e) intermediation in respect of services set out in items a) to d) above,f) insurance brokerage,g) agency in securities lending and borrowing,"

§ 2The amendments to the Charter within the scope set out in §1 shall require permission of the Polish Financial Supervision Authority.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

Resolution no. 25of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on amendment to the Charter of ING Bank Śląski S.A.

§ 1Pursuant to Article 430 §1 of the Commercial Companies andPartnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. resolve on the following amendment to the Charter of the Bank:§ 8 section 2 item 7) shall be worded as follows:"7) issuing electronic money,"

§ 2The amendment to the Charter within the scope set out in § 1shall require permission of the Polish Financial Supervision Authority.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter k) of the Meeting Agenda:

Resolution No. 26of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on determining the number of the Supervisory Board Members.

Pursuant to Article 385 of the Commercial Companies and PartnershipsCode Act of 15 September 2000 and § 19 section 2 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby resolve that the Supervisory Board of the ING Bank Śląski Spółka Akcyjna shall consist of seven Members.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

As part of item 6/ letter l) of the Meeting Agenda:

Resolution No. 27of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Brunon Bartkiewicz as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 28of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Roland Boekhout as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 29of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Aleksander Galos as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 30of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Nicolaas Cornelis Jue as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 31of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Adrianus Johannes Antonius Kas as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 32of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Aleksander Kutela as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

Resolution No. 33of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on appointing the Supervisory Board Member for a new term of office.

Pursuant to Article 22 §2 of the Banking Law Act of 29 August 1997 and§19 section 1 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby appoint Mr. Antoni Reczek as a member of the Supervisory Board of ING Bank Śląski S.A.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:109,417,758votes "for",925,521 votes "against",7,933 "abstained" votes.The resolution was passed by secret ballot.

As part of item 6/ letter m) of the Meeting Agenda:

Resolution No. 34of the Ordinary General Meetingof ING BankŚląski Spółka Akcyjna of 10 April 2014on changing the remuneration of the Supervisory Board Members.

§ 1Pursuant to Article 392 §1 and Article 390 §3 of theCommercial Companies and Partnerships Code Act and §18 item 2 of the Bank's Charter, the General Meeting of ING Bank Śląski S.A. hereby resolve as follows:It is resolved that the Supervisory Board members shall receive the following remuneration for holding positions in the Supervisory Board:1) Chair - PLN 20,000 monthly,2) Chair of the Audit Committee - PLN 14,500 monthly,3) Deputy Chair, Secretary and Members chairing other Board Committees - PLN 12,500 monthly,4) Member - PLN 10,000 monthly.

§ 2This Resolution shall come into force upon adoption.

Valid votes were cast out of 110,351,212 shares representing 84.82% ofthe share capital of ING BankŚląski S.A.

The total number of valid votes was 110,351,212 including:110,351,212votes "for",0 votes "against",0 "abstained" votes.The resolution was passed by open ballot.

Legal grounds: §38 section 1 item 7) of the Ordinance of the Minister ofFinance dated 19 February 2009 on current and periodical information provided by securities issuers and conditions for recognising as equivalent the information required by law of a non-Member State (Journal of Laws No. 33, item 259, as amended).

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