Subvenciones

Price of ING Bank Śląski S.A. Shares

In 2008, the price of ING Bank Śląski S.A. shares on the Warsaw Stock Exchange was similar to the prices of other bank companies.

Despite good financial results of the Polish banking sector, WIG-Banks sub-index went down by 44.8% in 2008. Decrease of the market value of the banks resulted mostly from the change of the investors’ attitude to the financial sector, growing aversion to investment risk on the world markets, and anxiety about the future financial results of the banking sector.

Throughout 2008, trading in the shares of ING Bank Śląski S.A. totalled PLN 1,645 million, which was 13.1% of the Bank’s stock exchange value as at the year-end. During 2008, the price of the Bank’s shares at session closing was within the range from PLN 346.0 (price of 27 October) up to PLN 755.0 (at the first session in 2008 - on 2 January).

On 31 December 2008, the price of the share of ING Bank Śląski S.A. amounted to PLN 430.0, lower by 40.7% than on the last day of 2007 quoting. The market value of the Bank was PLN 5.6 billion, which was reflected in the following ratios: P/BV of 1.3 and P/E of 8.3.

Change of the ING Bank Śląski share price in 2008 (28 December 2007=100.0%) 40 50 60 70 80 90 100 110 Dec- 07 Jan- 08 Feb- 08 Mar- 08 Apr- 08 May- 08 Jun- 08 Jul- 08 Aug- 08 Sep- 08 Oct- 08 Nov- 08 Dec- 08 in %

WIG-Banking ING Bank Śląski WIG

Shareholding Structure of ING Bank Śląski S.A.

The share capital of ING Bank Śląski S.A. amounts to PLN 130,100,000 and is sub-divided into 13,010,000 ordinary shares of the face value of PLN 10 each. There are no limitations as to transferring ownership right and exercising right to vote on account of shares held. The Bank’s shares do not grant special control powers towards the issuer either.

Throughout 2008, the shareholding structure of ING Bank Śląski S.A. was not subject to any significant change and was as presented in the table below:

Name of Shareholder

Number of shares and votes at GSM

Share in equity and total votes at

GSM

Number of shares and votes at GSM

Share in equity and total votes at GSM

31 December 2008 31 December 2007.

ING Bank N.V. 9,757,500 75.00% 9,757,500 75.00%

Commercial Union OFE BPH CU WBK 884,798 6.80% 696,926 5.36%

Other 2,367,702 18.20% 2,555,574 19.64%

Total 13,010,000 100.00% 13,010,000 100.00%

ING Bank N.V. is the strategic investor of ING Bank Śląski S.A. ING Bank N.V. is a member of ING Group, a global financial institution, offering banking, insurance and asset management to clients in more than 50 countries. In terms of market value, ING is among the top twenty financial institutions in the world.

ING Group has been present on the Polish market since 1991. ING business representation operating in Poland is – besides the Benelux countries and USA – the biggest and widest. Apart from banking operations, ING Group is also active in Poland on other core markets of the financial services including, but not limited to: insurance, investment funds, as well as leasing and factoring services.

As at the report publication date, ING Bank Śląski S.A. did not have any information on agreements whereby there could be changes in proportion of the shares held by the existing shareholders in the future.

Ratings

ING Bank Śląski S.A. co-operates with the following rating agencies: Fitch Ratings and Moody's Investors Service. The Fitch Ratings agency issues ratings for the Bank under the agreement, whereas Moody’s Investors Service makes the Bank’s assessment based only on the information available to the public.

On 5 June 2008, Fitch Ratings Ltd. agency informed the Bank Management Board about sustaining the rating awarded in 2007 for ING Bank Śląski S.A. Then, on 28 October 2008, the Bank Management Board was notified about the change of the long-term rating outlook for ING Group from Stable to Negative. The Agency justified it with the deteriorating macro- economic and market conditions, and their potential impact on the results of the Group, which – in turn – was reflected in rating outlook for ING Bank N.V. being the dominant entity of the Bank, and – by reference - the rating outlook for ING Bank Śląski S.A. from Stable to Negative.

Shortly after the end of 2008, on 28 January 2009, Fitch agency lowered long-term rating for ING Bank Śląski S.A. from AA- to A+, and granted Stable outlook for that rating. At the same time, short-term rating for ING Bank Śląski S.A. was lowered from F1+ to F1. Like before, lowering of the rating for ING Bank Śląski S.A. resulted from the change of rating for the dominant shareholder of the Bank, ING Bank N.V.

In 2008, Moody’s agency sustained their rating for ING Bank Śląski S.A. at the unchanged level. On 28 January 2009, Moody’s Investors Service Ltd agency lowered rating for ING Bank Śląski S.A. for long-term deposits in home currency from A1 to A2. Other ratings were sustained. The above change was connected with the verification of rating for ING Bank N.V.

Moody’s Investors Service Ltd.

Long-term deposits in foreign currencies A2

Long-term deposits in home currency A2

Short-term deposits P-1

Financial strength of the Bank D+

Long-term and short-term deposits rating outlook Stable

Fitch Ratings Ltd.

Long-term liabilities A+

Outlook for sustaining the above rating Stable

Short-term liabilities F1

Individual rating C

IX. ORGANISATION AND INFRASTRUCTURE DEVELOPMENT AT CAPITAL