Evaluation of the Bank's standing on a consolidated basis, including the assessment of

adequacy and effectiveness  of the internal control system, risk management system,

compliance and the internal audit function

2

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

Poland's economic growth accelerated to 3.6 per cent in 2025 from 3.0 per cent in 2024,

mainly as a consequence of a rebound of investment projects after a drop in 2024. That

growth was driven by the lower interest rates and higher public investment projects, including

defence procurement. Gross fixed capital formation was up by 4.2 percent, following a decline

by 0.9 percent in 2024. Private consumption also accelerated and gained 3.7 percent in 2025

vs an increase by 2.9 percent a year earlier. While the growth of real disposable income was

not as dynamic as in 2024, it turned out to be higher than expected due to a faster decline in

inflation.

Last year was yet another year of falling inflation, which went down from 4.9 percent y/

y in Q1 2025 to 2.4 percent y/y in December 2025. That decline was related to the favourable

statistical pool in 2024 and the expiry of the pro-inflation impact of restoring VAT on food in

April 2024 and the partial release of energy prices in mid-2024. In addition, lower inflation

was driven by cheap fuels and lower growth rate in food prices. Services inflation remained

higher, but the growth rate in that category went down from 6.8 percent y/y in January to

5.2 percent y/y in December 2025. It was the result of the declining wage growth dynamics,

among other things. As a consequence, core inflation, excluding food prices and energy

prices, declined to 2.7 percent y/y in December 2025.

As inflation decelerated and reverted to the National Bank of Poland’s (NBP) target at

2.5 percent (+/- 1 p. p.), it was also possible for the central bank to ease its monetary policy.

Between May and December 2025, the reference rate was lowered by a total of 175bp, from

5.75 percent to 4.00 percent. For most of the year, the NBP Chairman Adam Glapiński and the

majority of the Monetary Policy Council (MPC) members stuck to hawkish rhetoric. They

accentuated the upside risks to inflation and declared a cautious stance when it came to the

monetary policy easing. That did not prevent them, however, from taking subsequent

decisions on interest rate cuts. In the official communication, the monetary policy authorities

declared that the interest rate cuts were not a cycle of monetary policy easing, and that

the decisions were taken from month to month; however, from July to December, interest

rates were cut by 25bps at each decision-making session of the MPC. With the inflation rate

dropping to the NBP’s target at the end of 2025 and its favourable outlook, there is still room

for further monetary policy easing; however, the scale of interest rate cuts in 2026 will be

visibly lower than in 2025. Early 2026, the MPC took a break from interest rate cuts so as to

evaluate the effect of earlier adjustments of the monetary policy, but the MPC declare that

they are ready to ease its policy further in the coming months.

In 2025, the results of the banking sector were very good – the sector’s net profit rose

by approx. 22% y/y, to nearly PLN 49 billion. It was possible, among other things, thanks to

the lower costs of provisions established by banks for the risk of the FX mortgage portfolio,

and higher net interest results of banks (+3% y/y) which were affected by growing client

3

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

volumes mitigating the growing operating expenses of banks (+7% y/y). The return on equity

(ROE) of the banking sector remained at a high level of more than 16% (+1 p.p. y/y). Even

though the banks’ offer of deposit interest rates was lower than a year earlier, it still induced

clients to deposit their funds in term deposits, while the falling market interest rates

contributed to the growing demand for loans, particularly consumer loans – their sale was up

by 25% y/y and mortgage loans, which were up by 8% y/y. Meanwhile, the sale of corporate

loans grew by 6% y/y.

In 2025, banks continued their efforts to enable their clients who held FX-mortgages to

enter into bank settlement agreements, whether in line with the proposal of the PFSA

Chairman or based on their own mediation models. As a consequence, in 2025, banks

continued to establish provisions for legal risk related to that lending portfolio, however, at a

lower level than in 2024.

In light of the above-mentioned factors impacting the condition of the Polish economy

and the banking sector, in 2025 ING Bank Śląski S.A. Group achieved net profit of PLN 4,633

million, up by 6% from 2024. ING Bank Śląski Group's net profit was mainly driven by:

• higher result on other income (+ PLN 364 million y/y, +140% y/y),

• higher net interest income (+ PLN 146 million y/y, +2% y/y),

• higher net commission income (+ PLN 65 million y/y, +3% y/y),

• the decrease in the total risk costs of the bank and the legal risk costs of FX mortgage

loans by PLN 194 million y/y (-19%), which was related to an improvement in the

corporate portfolio quality,

with an increase in the bank's overheads (including bank levy) by PLN 387 million y/y (+8%).

As a consequence, the bank’s costs (including bank levy) to income ratio increased by 1.2 p.p.

to 42.9%. In line with the decline in the risk costs, the cumulative cost of risk margin also

changed, and amounted to 0.48% at the end of 2025 compared to 0.64% at the end of 2024.

The provision coverage ratio of Stage 3 and POCI loans and other receivables increased

slightly y/y, notably by 0.4p.p., thus arriving at 49.2%.

The Supervisory Board exercise oversight over the bank’s operations by keeping watch

over the bank’s adherence to the relevant regulations in the area of accounting, finance and

reporting of public companies. The powers of the Supervisory Board also include supervision

of the individual risk management processes at ING Bank Śląski S.A. with the support of the

Risk Committee and Audit Committee. Based on the recommendations of those Committees,

the Supervisory Board accept and approve, among other things, the risk management

strategy for the bank's activities, the main principles of the risk management policy, as well

as the level of risk appetite. Further, the Supervisory Board monitor the utilisation of internal

limits vis-à-vis the bank’s current strategy.

4

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

The Risk Committee support the Supervisory Board in monitoring the risk management

process, including (non-financial) operational risk, liquidity risk, credit risk and market risk. The

Committee also supervise the risk management process as well as the assessment of internal

capital, capital adequacy, and of the risk of capital-related models and other models. The

Committee voice their opinion about the overall readiness of the bank to take the risk in the

current- and long-term perspective. In addition, the Committee periodically approve the

interim qualitative- and quantitative information on capital adequacy of the Bank Group

disclosed by the bank on a quarterly basis. The Chair of the Risk Committee, who is also an

independent member of the Supervisory Board, holds regular meetings with individuals in

charge of the various risk areas, as well as with the Director of the Internal Audit Department

and the Centre of Expertise Lead III – Compliance. During the meetings, issues relevant to the

bank's day-to-day operations are discussed.

Monitoring of the financial reporting process is among the tasks of the Audit

Committee. In that context, the Audit Committee periodically analyse the bank financial

statements and the results of their audit. Further, the Chair of the Audit Committee, who is

also an independent member of the Board, holds periodic meetings with the Vice-President of

the Management Board in charge of the CFO Division during which the Chair is updated on the

interim financial results of the bank prior to their publication. The Chair of the Audit

Committee also holds periodic meetings with the Director of the Internal Audit Department

on the specifics of the internal audit function and the Centre of Expertise Lead III – Compliance

on issues concerning compliance risk management. The Audit Committee actively participate

in the process of selecting an entity authorised to audit financial statements and attest the

company, and analyse the results of the auditor's work while keeping watch over its

independence and effectiveness. In addition, the Audit Committee monitor the adequacy and

effectiveness of the internal control and internal audit system, and assess the effectiveness of

the measures used to mitigate risks, including compliance risks, and the quality of the

management of those risks.

The Supervisory Board also has a Remuneration and Nomination Committee, which

monitors, among other things, the situation on the labour market in terms of remuneration,

employee turnover processes, Management Board succession plans, as well as the results of

employee satisfaction surveys. The Committee regularly monitors the remuneration system

in place at the bank, including the salary and bonus policy. The Chair of the Remuneration

and Nomination Committee, who is also an independent member of the Supervisory Board,

holds periodic meetings with key HR function holders.

In 2025, following the resignation of Mr Stephen Creese as a member of the Supervisory

Board as of 31 August 2025,  which affected the composition of the Risk Committee, and the

resignation of Ms Aneta Hryckiewicz-Gontarczyk as a member of the Supervisory Board as of

5

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

24 September 2025, which affected the composition of the Remuneration and Nomination

Committee and of the Risk Committee, the Supervisory Board, on 25 September 2025,

amended the compositions of the Remuneration and Nomination Committee and of the Risk

Committee of the Supervisory Board. Thus,

• since 25 September 2025, the Remuneration and Nomination Committee have worked

in the following composition: Ms Monika Marcinkowska, Committee Chair, as well as Ms

Dorota Dobija and Ms Małgorzata Kołakowska, Committee members. Ms Monika

Marcinkowska and Ms Dorota Dobija have the status of independent members of the

Supervisory Board,

• since 26 September 2025, the Risk Committee have worked in the following

composition: Ms Dorota Dobija, Committee Chair, as well as Committee Members: Ms

Małgorzata Kołakowska, Mr Arkadiusz Krasowski, Ms Monika Marcinkowska and Mr

Michał Szczurek. Ms Monika Marcinkowska, Ms Dorota Dobija and Mr Arkadiusz Krasowski

have the status of independent members of the Supervisory Board,

In 2025, the Supervisory Board focused on changes on the Management Board of ING

Bank Śląski S.A. which took place throughout the year. Following the expiry of the Bank

Management Board’s term of office, and also considering the resolution passed on 3

September 2024 on the appointment of Mr Michał Bolesławski to the position of the Bank

Management Board President upon the completion of the General Meeting approving the

2024 financial statements, and also the obtainment, on 20 December 2024, of the Polish

Financial Supervision Authority’s approval of Mr Michał Bolesławski to the position of the Bank

Management Board President, the Supervisory Board appointed, on 29 April 2025, the Bank

Management Board for another term of office, upon obtaining positive recommendation of

the Remuneration and Nomination Committee for the individual candidates to become Bank

Management Board Members. The following persons were appointed to the Bank

Management Board for a new term of office: Mr Michał Bolesławski, President of the

Management Board in charge of the CEO Division; Ms Joanna Erdman, Vice-President of the

Bank Management Board in charge of the CRO Division; Mr Marcin Giżycki, Vice-President of

the Bank Management Board in charge of the Individual Clients Divisions and of the Private

Banking Clients and Investment Division; Ms Bożena Graczyk, Vice-President of the Bank

Management Board in charge of the CFO Division; Mr Marcin Kościński, Vice-President of the

Bank Management Board in charge of the Business Clients Division; Mr Michał H. Mrożek, Vice-

President of the Bank Management Board in charge of the Wholesale Banking Division;

Mr Maciej Ogórkiewicz, Vice-President of the Bank Management Board in charge of the CIO

Division, and Ms Alicja Żyła, Vice-President of the Bank Management Board in charge of the

COO Division. Ms Ewa Łuniewska was also appointed to the Management Board. Ms Łuniewska

took up the position of the Vice-President of the Bank Management Board in charge of the

6

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

Private Banking and Investment Division on 9 May 2025, that is on the day on which the

amendment in §26(1) of the Bank Charter covered in Resolution No. 28 of the Ordinary

General Meeting on 29 August 2025 was entered in the register of entrepreneurs at the

National Court Register (KRS).

Subsequently, the Supervisory Board also made further changes on the Management

Board while keeping in mind positive evaluations and recommendations of the Remuneration

and Nomination Committee in that regard at all times. Following the resignation tendered by

Ms Ewa Łuniewska on 12 December 2025 from her function as the Bank Management Board

Member, effective as of 31 December 2025, having received the advice of the President of the

Bank Management Board and based on the recommendation of the Remuneration and

Nomination Committee issued in relation to the suitability assessment conducted, the

Supervisory Board appointed on 12 December 2025 Mr Wojciech Sieńczyk to be the Vice-

President of the ING Bank Śląski S.A. Management Board in charge of the Private Banking and

Investment Division, effective as of 1 January 2026.

Furthermore, in 2026, following the resignation tendered by Mr Michał H. Mrożek on 8

January 2026 from his function as the Bank Management Board Member, effective as at the

end of that day, having received the advice of the President of the Bank Management Board

and based on the recommendation of the Remuneration and Nomination Committee issued

in relation to the suitability assessment conducted, the Supervisory Board appointed on 8

January 2026 Ms Agnieszka Wolska to be the Vice-President of the ING Bank Śląski S.A.

Management Board in charge of the Wholesale Banking Division, effective as of 1 April 2026.

Also on 8 January 2026, based on the Committee’s recommendation issued in relation to the

suitability assessment conducted, the Supervisory Board entrusted Mr Marcin Kościński with

temporary supervision of the Wholesale Banking Division, beginning 9 January 2026 until the

new Management Board member takes up her function, that is until 31 March 2026.

The Supervisory Board assess that the risk management system at ING Bank Śląski S.A

Group is adequate and effective. It covers all areas of the bank’s operations and of the ING

Bank Śląski S.A. Group’s operations, cooperation with outsourcers, customers and partners.

The principles of the risk management system are applied to all material risks. ING Bank Śląski

manages risk in a manner that is adequate given the risk size and risk profile by constant risk

identification, measurement or assessment, monitoring and control, including risk mitigation

and risk reporting, along with the assessment of the effectiveness of the risk mitigating

measures taken. As part of the risk control, the bank secures itself against the risk or

mitigates the risk by implementing adequate controls, a limit system and an adequate level

of provisions (write-downs), as well as capitals and liquidity buffers. The main objectives of the

risk management system were achieved in 2025 and the independence of the organisational

units for risk management is ensured, as well as adequate human resources necessary for

7

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

the effective performance of tasks by those units. In 2025, ING Bank Śląski S.A. satisfied all the

requirements of sound business operations and capital adequacy, and in particular:

• pursued prudent lending policy. The lending processes and procedures were compliant

with the regulatory requirements and best practices on the market. In 2025, the bank

took account of the economic situation in its lending policy and applied more restrictive

procedures towards sectors characterised by increased risk. The bank’s lending portfolio

was diversified with a significant share of high-quality loans granted to business

entities. Within the Bank Group, Stage 3 credit receivables represented 3.8% of the total

gross exposure (measured at amortised cost), which is significantly less than the

average for the entire banking sector (4.2% at the 2025 year-end);

• had in place procedures and systems in the market risk management area (for interest

rate or currency risk, among others) that meet the top market standards. Throughout

2025, individual market risk categories were managed actively so that their levels were

within the limits effective at the bank. The balance sheet structure of the bank was

balanced from the currency perspective; its distinctive feature is the low share of FX

receivables in the total mortgage receivables, among other things;

• maintained an adequate level of liquidity. In 2025, the regulatory limits were not

exceeded and the bank owed its secure liquidity position to one of the largest stable

household deposit bases among Polish banks; an important element of the bank's

liquidity management is the maintenance of an adequate liquidity buffer;

• effectively managed operational risks, including model risks, while meeting market

standards in that respect. The operational risk levels were not exceeded in 2025, and

the risk level for the entire bank was within the risk appetite. Ongoing risk level

monitoring and adequate management reporting were ensured;

• had an adequate level of own funds meeting supervisory requirements. In December

2025, the total capital ratio of the ING Bank Śląski S.A. Group was 14.98%, while the Tier

1 ratio stood at 14.18%;

• had clearly defined duties and responsibilities within its organisational structure for

the development and implementation of ESG risk management mechanisms, and

continued to develop and implement new methods and tools in that regard. The bank

had mechanisms in place to mitigate ESG risks as part of the KYC process and continued

to develop an ESG risk sensitive approach to RAS limits. The bank conducted the double

materiality assessment and the in-depth materiality assessments for traditional risks;

the bank also added the quantitative ESG risk assessment to ICAAP. The bank also has

mechanisms in place to manage ESG risk as part of its standard retail- and corporate

lending processes, and as part of its operational risk management, reputation risk

included. The bank developed an approach to collect the data necessary to manage ESG

8

Evaluation of ING Bank Śląski S.A. Group Operations in 2025

risks and continues to implement it successively. The bank also carried out works to

assess physical risk at the exact address level for the management of physical risk as

well as for the purpose of internal- and external reporting. In 2025, the bank took efforts

to fulfil the requirements of the EBA Guidelines on ESG risk management.

The internal control system in place at the bank adequately and effectively ensures the

achievement of the main objectives of the internal control system, which were achieved at a

high- or very high level in 2025. The system covers all organisational units of the bank broken

down into three lines of defence. The bank has in place a formalised reporting path for

reporting on the scale and nature of the identified irregularities and the status of corrective

actions and disciplinary measures taken. Corrective actions and disciplinary measures are

implemented in a timely- and effective manner. The independence of the Internal Audit

Department and of the Centre of Expertise – Compliance is ensured, and so are the adequate

human resources necessary for those units to perform their tasks effectively.

Given the moderate economic growth, as well as geopolitical- and regulatory

uncertainty, the Supervisory Board believe that the bank’s attention should continue to be

focused on maintaining an adequate capital level and on measures to ensure accessibility

and competitiveness in terms of products and customer service quality, such as:

• adequate capital management in order to ensure safe lending growth as well as

fulfilment of all current- and future regulatory requirements;

• further development of the product offer, including sustainable products and electronic

service channels;

• increasing lending, while maintaining a prudent assessment of customer risk, which will

contribute to maintaining a high quality portfolio and increasing interest income;

• maintaining an adequate level of stable deposits to provide the necessary liquidity for

lending expansion;

• improvement of cost effectiveness while maintaining high quality of processes through

optimal use of resources and benefits resulting from the increased scale of operations.

The Supervisory Board are of the view that the strategy pursued by the bank over the

last few years to increase the scale of its operations proved to be successful which is reflected

in the financial- and commercial results achieved by the bank. Consequently, the bank

intends to continue it next year while maintaining an adequate level of equity.