JSF_INGBSK_SzB-2024-12-31-0-en.xhtml

Independent Statutory Auditor’s Report on the Audit of

Separate Annual Financial Statements of

ING Bank Śląski S.A.

for the financial year ended 31 December 2024

Forvis Mazars Audyt Sp. z o.o.

ul. Piękna 18

00-549 Warsaw

Forvis Mazars Audyt Sp. z o.o.

Sąd Rejonowy dla m. st. Warszawy, XII Wydział Gospodarczy KRS nr 0000086577, kapitał zakładowy: 1 268 000,00 PLN,

NIP: 5260215409, REGON: 011110970

INDEPENDENT STATUTORY AUDITOR’S REPORT

ON THE AUDIT OF SEPARATE ANNUAL FINANCIAL STATEMENTS

Translation of the document originally issued in Polish

To the General Shareholders’ Meeting and the Supervisory Board of ING Bank Śląski S.A.

Report on the Audit of Separate Annual Financial Statements

Opinion

We have audited the separate annual financial statements of ING Bank Śląski S.A (“the Bank”), which

comprise the separate statement of financial position as at 31 December 2024, the income statement, the

statement of comprehensive income, the statement of changes in equity, the cash flow statement for

the financial year from 1 January to 31 December 2024 and accounting policy and additional notes

(“separate financial statements”).

In our opinion, the accompanying separate financial statements:

• give a true and fair view of the property and financial position of the Bank as at 31 December 2024,

and of its financial result and its cash flow for the financial year then ended in accordance with the

applicable International Financial Reporting Standards as adopted by the European Union and the

adopted accounting principles (policy);

• comply with the applicable legislation and with the provisions of the Bank’s Articles of Association

as to the form and content;

• have been prepared based on the accounting books kept properly, in accordance with Chapter 2

of the Accounting Act of 29 September 1994 (the Accounting Act” - Journal of Laws of 2023, item

120 as amended).

The present opinion is consistent with the additional report to the Audit Committee that we issued on

7 March 2025.

Forvis Mazars Audyt Sp. z o.o. 3

Basis for Opinion

We conducted our audit in accordance with National Standards on Auditing as per International Standards

on Auditing adopted by resolution of the National Council of Statutory Auditors no. 3430/52a/2019 of

21 March 2019 regarding national standards on auditing and other documents, as amended and resolution

of the Council of the Polish Agency for Audit Oversight no. 38/I/2022 of 15 November 2022 on national

standards on quality control and National Standard on Auditing 220 (Revised) (“NSA”), as well as

according to the Act on Statutory Auditors, Audit Firms and Public Supervision of 11 May 2017 (“the Act

on Statutory Auditors” - Journal of Laws of 2024, item 1035 as amended) and Regulation (EU) No

537/2014 of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and

repealing Commission Decision 2005/909/EC (“EU Regulation” - Official Journal of the European Union

L 158/77 of 27 May 2014, as amended). Our responsibility under those standards has been further

described in “Statutory Auditor’s Responsibility for the Audit of the Financial Statements” section of our

report.

We are independent of the Bank in accordance with the International Code of Ethics for Professional

Accountants (including International Independence Standards) of the International Ethics Standards Board

for Accountants (“the IESBA Code”), adopted by resolution of the National Council of Statutory Auditors

No. 3431/52a/2019 of 25 March 2019 on the principles of professional ethics for statutory auditors, as

amended, and other ethical requirements which are applicable to the audit of financial statements in

Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code. During the audit the key statutory auditor and the audit firm remained independent of the

Bank in accordance with the independence requirements specified in the Act on Statutory Auditors and

EU Regulation.

We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in the auditor’s professional judgment, were of most significance

in the audit of the separate financial statements for the current reporting period. These include the most

significant assessed risks of material misstatement, including the assessed risks of material misstatement

due to fraud. These matters were addressed in the context of our audit of the separate financial statements

as a whole and in forming our opinion thereon, and we summarized our responses to these risks, and,

where deemed appropriate, presented the most important observations related to these risks. We do not

provide a separate opinion on these matters.

Key Audit Matter

How our audit responded to this matter

Impairment for expected credit losses on loans

and other receivables to customers

In accordance with the International Financial

Reporting Standard 9 Financial Instruments ("IFRS

9"), the Bank's management should determine the

value of expected credit losses that may occur

during the 12-month period or the remaining life of

the financial asset, depending on classification of

individual assets into risk categories ("stages")

We critically analyzed the design and implementation of the

process for assessing credit risk and estimating expected

credit losses and verified the effectiveness of the controls

implemented by the Bank for identifying and estimating

expected credit losses.

We performed a reconciliation of the base of loans and other

receivables to customers with the Bank's general ledger to

confirm the completeness of the recognition of loans and

other receivables to customers that are the basis for the

Forvis Mazars Audyt Sp. z o.o. 4

taking into account the impact of future

macroeconomic conditions on the level of expected

credit losses.

Determining the amount and timing of recognition

of expected credit losses requires the use of

significant judgment and significant and complex

estimates, including primarily in terms of the

parameters of credit risk in the models for

calculating expected credit losses.

The estimate of the allowance for expected credit

losses takes into account the issue of the impact of

changing macroeconomic conditions of the

economy. This estimate required the application by

the Bank's Management Board additional

assumptions and expert adjustments, which take

into account the uncertainties associated with the

current and future macroeconomic environment

and reflect risk factors that were not included in the

Bank's models.

We considered this area to be a key audit matter

because the estimation of the impairment for

expected credit losses involves significant inherent

risks of misstatements as well as uncertainty in the

estimates made and requires the Bank's

management to exercise significant judgment and,

given the size of the loan portfolio, has a material

impact on the financial statements.

Note III.3.1. Estimation of expected credit losses

for financial assets and Note II.2 Credit risk

included in the "Risk and capital management"

chapter provide details on the methods and models

used and the level of impairment for expected

credit losses on loans and other receivables to

customers.

impairment for expected credit losses, as well as the value of

the impairment.

We performed analytical procedures for the coverage of the

loan portfolio with expected credit losses and their changes,

as well as the transfer of exposures between stages.

We evaluated the Bank's impairment methodology for

compliance with the requirements of IFRS 9 and

Recommendation R, in particular with regard to the

application of the criteria for identifying a significant increase

in credit risk, the definition of default, the credit risk

parameters adopted and the consideration of the impact of

future macroeconomic conditions (forward looking

information) on the level of expected credit losses.

For the portfolio of loans and other receivables to customers

assessed using the collective method:

• we conducted an analysis of the methodology used

to calculate the impairment for expected credit

losses for exposures evaluated using the collective

method, including the adequacy of the risk

parameters used by the Bank,

• we conducted an independent verification of the

calculation of impairment for expected credit losses

for the entire population of loans,

• we conducted an assessment of the verification of

models based on historical data (so-called back-

tests),

• we verified the approach and assumptions adopted

to create adjustments changing model parameters

or estimates of expected credit losses and assessed

their validity.

For the portfolio of loans and other receivables to customers

assessed using the individual method:

• we conducted an analysis of the correctness of the

impairment identification process and classification

into stages,

• on a selected sample of credit exposures, we

reviewed documents on the borrower's financial

situation and verified the correctness of the

assignment to the appropriate stage,

• for selected impaired loans and advances (stage 3),

we tested the assumptions used in calculating

expected credit losses, in particular the expected

Forvis Mazars Audyt Sp. z o.o. 5

scenarios and the probabilities assigned to them, as

well as the timing and amounts of expected cash

flows, including cash flows from repayments and

realization of collateral.

We also assessed the adequacy and completeness of

disclosures regarding the impairment for expected credit

losses in the separate financial statements.

Impact of the legal risk of CHF-indexed

mortgage loans

The estimate of the impact of the legal risk of CHF-

indexed mortgage loans resulting in the recognition

of adjustments to the gross carrying value of these

loans or related litigation provisions is complex and

requires a significant degree of judgment in

determining the possible scenarios, as well as with

respect to the assumptions made regarding the

number of expected lawsuits, the likelihood of their

resolution with consideration of the possibility of a

court settlement, and the amount of loss if the Bank

loses a lawsuit or enters into a court settlement.

The Bank's estimates in this regard are based on

historical observations indicating considerable

uncertainty about the number of lawsuits that will

be filed in court in the future or settlements

concluded.

Note III.3.3 Legal risk related to the portfolio of

mortgage loans indexed to the Swiss franc

exchange rate details the assumptions used to

calculate the adjustment to the gross carrying

value of CHF-indexed mortgages and related

provisions for litigation, as well as possible

alternative results presented as part of the

sensitivity analysis of the estimate.

In terms of estimating the amount of the impact of the legal

risk of CHF-indexed mortgage loans, our audit procedures

were mainly directed at evaluating the model and the various

assumptions made by the Bank's Management Board that

have a significant impact on the level of estimated legal risk

costs. In particular, we carried out the procedures described

below:

• we assessed the accounting policy and methodology

for calculating the estimated loss recognized on

mortgage loans in CHF resulting from legal risk,

• we assessed the functioning and effectiveness of

internal controls in carrying out and accepting the

CHF loss estimate,

• we carried out a critical evaluation of the model for

estimating the impact of legal risk on CHF-indexed

mortgage loans and the various assumptions,

• we held discussions with the Bank's Management

Board and specialists, including the Bank's lawyers,

on the assumptions made, taking into account

historical observations, including information and

events subsequent to the balance sheet date, past

and possible legal settlements, in particular

settlements of the Court of Justice of the European

Union (CJEU),

• we analyzed the Bank's documentation for the

purpose of estimating the statistical probability of

realization of the various scenarios of possible

settlements,

• we verified the assumptions adopted by the Bank

based on historical data for estimating the probability

of future settlements and the level of losses realized

because of them,

• we analyzed the calculation of the value of potential

losses under the various scenarios adopted by the

Bank based on historical data,

Forvis Mazars Audyt Sp. z o.o. 6

• we verified the model used by the Bank to estimate

the impact of legal risk, verified the correctness and

completeness of the data underlying the

calculations, and confirmed the mathematical

correctness of the calculations,

• we analyzed events after the balance sheet date and

their impact on the estimate of provisions,

• we analyzed the register of customer complaints,

with a particular focus on issues related to and

mortgage loans indexed to CHF.

We also assessed the adequacy and completeness of the

disclosures regarding the impact of legal risk on CHF-

indexed mortgage loans in the separate financial statements.

Responsibilities of the Management Board and Supervisory Board for the Separate

Financial Statements

The Bank's Management Board is responsible for preparing, based on the accounting books properly kept,

the separate financial statements that give a true and fair view of the Bank’s property and financial position

and its financial performance in accordance with International Financial Reporting Standards as adopted

by the European Union and adopted accounting principles (policy), as well as with the relevant legislation

and with the provisions of the Bank’s Articles of Association. The Bank’s Management Board is also

responsible for such internal control as the Management Board determines is necessary to enable the

preparation of separate financial statements that are free of material misstatement, whether due to fraud

or error.

When preparing the separate financial statements, the Bank's Management Board is responsible for

assessing the Bank’s ability to continue as a going concern, as well as for disclosing, if applicable, matters

related to going concern and for adopting the going concern assumption as an accounting basis, unless

the Management Board either intends to liquidate the Bank or to cease operations or has no realistic

alternative but to do so.

The Bank's Management Board and members of the Supervisory Board are obliged to ensure that the

separate financial statements meet the requirements set out in the Accounting Act. Members of the

Supervisory Board are responsible for supervising the financial reporting process of the Bank.

Statutory Auditor’s Responsibilities for the Audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that

an audit conducted in accordance with the National Standards on Auditing will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these separate financial statements.

The scope of audit does not include assurance as to the future profitability of the Bank and effectiveness

or efficiency of running the Bank’s affairs by the Management Board at present or in the future.

Forvis Mazars Audyt Sp. z o.o. 7

According to National Standards on Auditing, we exercise professional judgement and maintain

professional scepticism throughout the audit, as well as:

• we identify and assess risks of material misstatement of separate financial statements, whether

due to fraud or error, we design and perform audit procedures responsive to those risks and we

obtain audit evidence which is sufficient and appropriate to provide a basis for our audit opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control;

• we obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the internal control in the Bank;

• we evaluate the appropriateness of the accounting principles (policy) used and the reasonableness

of the accounting estimates and related disclosures made by the Management Board of the Bank;

• we conclude on the appropriateness of the Bank’s Management Board’s use of the going concern

basis of accounting and, based on the audit evidence obtained, as to whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Bank’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures in the separate financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditor’s report. However, future events or conditions

may cause the Bank to cease to continue as a going concern;

• we evaluate the overall presentation, structure and content of the separate financial statements,

including the disclosures, and whether the separate financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical

requirements regarding independence and that we will communicate all relationships and other matters

that may reasonably be thought to bear on our independence, and, where applicable, related safeguards.

From the matters communicated to Audit Committee, we determine those matters that were of most

significance in the audit of the separate financial statements of the current period and are therefore the

key audit matters. We describe these matters in our auditor’s report unless law or regulation preclude their

public disclosure or when, in exceptional circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Other Information, including the Management Report

Other information includes:

• the Management Report on Operations of the ING Bank Śląski S.A. Group in 2024 (“the

Management Report”) with the Letter from the CEO and corporate governance statement, which

are separate parts of this Management Report,

Forvis Mazars Audyt Sp. z o.o. 8

• Letter from the Chair of the Supervisory Board,

• Representation of the Supervisory Board concerning the Audit Committee,

• Representation of the Supervisory Board concerning the Audit Firm,

• Assessment of the annual financial statements of ING Bank Śląski S.A. for 2024 prepared by the

Supervisory Board,

• Assessment of the ING Bank Śląski S.A. Group’s Operations in 2024 prepared by the Supervisory

Board

(together “Other Information”).

Under Article 55 (2a) of the Accounting Act the Management Report of the ING Bank Śląski S.A. Group

and of the Bank for 2024 were prepared jointly.

Responsibility of the Management Board and Supervisory Board

The responsibility for the preparation of the Other Information in accordance with the applicable regulations

lies with the Bank’s Management Board.

The Bank’s Management Board and members of the Supervisory Board are obliged to ensure that the

Management Report along with the corporate governance statement, which is a separate part of this

Management Report, meets the requirements set out in the Accounting Act.

Statutory Auditor’s Responsibility

Our opinion on the audit of the separate financial statements does not cover the Other Information. In

connection with our audit of the separate financial statements, our responsibility is to read the Other

information and, in doing so, consider whether the Other Information is materially inconsistent with the

separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of

this Other Information, we are required to report that fact. In accordance with the Act on Statutory Auditors,

our responsibility is also to give an opinion whether the management report, to the extent not relevant to

sustainability reporting, has been prepared in accordance with applicable regulations and whether it

complies with the information contained in the separate financial statements. In addition, in accordance

with requirements of Article 111a (3) of the Act of 29 August 1997 Banking Law (Journal of Laws of 2024,

item 1646 as amended) (“Banking Law”), our responsibility is to audit information specified in Article 111a

(2) of the Banking Law contained in the Management Report. Moreover, we are obliged to issue an opinion

whether the Bank included the required information in the corporate governance statement.

Opinion on the Management Report

Based on the work performed during the audit, in our opinion, the Bank’s Management Report:

• has been prepared according to Article 49 of the Accounting Act and paragraph 70 of the

Regulation of the Minister of Finance of 29 March 2018 on Current and Periodic Information

Provided by Issuers of Securities and Conditions of Recognition of Information Required under the

Regulations of the non-EU Member State as Equivalent (“Regulation on Current Information” -

Journal of Laws of 2018, item 757 as amended) and Article 111a (2) of the Banking Law,

• is in line with information contained in the separate financial statements.

Forvis Mazars Audyt Sp. z o.o. 9

Information about sustainability reporting and its attestation

Sustainability reporting, referred to in Chapter 6c of the Accounting Act, which is a separate part of the

Report on activities (section Statement on sustainable development in the Report on activities), is subject

to a separate assurance engagement carried out by our audit firm and by the same key statutory auditor

who audits the separate financial statements.

Opinion on Corporate Governance Statement

In our opinion, the Bank included information specified in paragraph 70 (6) item 5 of the Regulation on

Current Information in the corporate governance statement. Moreover, in our opinion, information specified

in paragraph 70 (6) item 5 c-f, h and i of this Regulation comprised in the corporate governance statement

is compliant with the applicable provisions and information contained in the separate financial statements.

Other Information Statement

Moreover, according to our knowledge of the Bank and its environment obtained during the audit, we

declare that we have not identified any material misstatement in the Bank’s Management Report and the

Other Information.

Report on Other Legal and Regulatory Requirements

Information on Observing Applicable Prudential Regulations

The Bank’s Management Board is responsible for ensuring the compliance of the Bank’s operations with

prudential regulations, in which for the correct determination of capital ratios.

Our responsibility is to communicate in the auditor’s report whether the Bank complies with applicable

prudential regulations, defined in separate provisions, and in particular whether the Bank correctly

determined the capital ratios presented in "Risk and capital management" chapter in Note I.3.4 Capital

ratios.

The purpose of the audit of the separate financial statements was not to express an opinion on the Bank’s

compliance with applicable prudential regulations and therefore we do not express such an opinion.

Based on our audit of the separate financial statements we would like to inform you that we have not

identified any breaches of applicable prudential regulations by the Bank in the period from 1 January 2024

to 31 December 2024, defined by separate provisions, in particular with respect to the correctness of the

determination of capital ratios as at 31 December 2024, which could have a significant impact on the

separate financial statements.

Statement about Provision of Non-Audit Services

According to our best knowledge and belief we declare that non-audit services that we have provided to

the Bank and its subsidiaries comply with laws and regulations applicable in Poland and that we have not

provided any non-audit services that are prohibited pursuant to Article 5 (1) of the EU Regulation and

Article 136 of the Act on Statutory Auditors. Non-audit services that we have provided to the Bank and its

subsidiaries in the audited period were mentioned in section Selection of an entity authorized to audit

financial statements of the Bank’s Management Report.

Forvis Mazars Audyt Sp. z o.o. 10

Appointment of an Audit Firm

We were appointed to conduct the audit of the Bank’s separate financial statements based on the

resolution of the Supervisory Board of 9 December 2022. We have been auditing the separate financial

statements of the Bank continuously, starting from the financial year ended 31 December 2023, i.e. for 2

consecutive years.

The key statutory auditor responsible for the audit that was the base of this independent statutory auditor’s

report is Małgorzata Pek.

Acting on behalf of Mazars Audyt Sp. z o.o. with its registered office in Warsaw, ul. Piękna 18, entered on

the list of audit firms under no. 186, on behalf of which the key statutory auditor audited the separate

financial statements.

Małgorzata Pek

Key Statutory Auditor

No 13070

Warsaw, 7 March 2025