ING BANK SLASKI S.A. 2016-03-31 Report No. 13/2016: 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 the content of the resolutions passed by the Ordinary General Meeting of ING Bank Śląski S.A. held on 31 March 2016.
As part of item 2 of the Meeting Agenda:
Pursuant to Article 409 §1 of the Commercial Companies and Partnerships Code of 15 September 2000,
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 111,430,466 shares representing 85.64% of the share capital of ING Bank Śląski S.A.
The total number of valid votes was 111,430,466 including: 111,430,466 votes "for",
0 votes "against",
0 "abstained" votes.
The resolution was passed by secret ballot.
As part of item 7 letter a) of the Meeting Agenda:
Pursuant to Article 395 §2 item 1 of the Commercial Companies and Partnerships 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 01 January 2015 and ended 31 December 2015 including:
the income statement for the period started 01 January 2015 and ended 31 December 2015, with net profit of PLN 1,140.0 million,
the statement on total income for the period started 01 January 2015 and ended 31 December 2015,
the statement on financial standing made as at 31 December 2015, with total assets and liabilities and equity of PLN 106,105.9 million,
the statement of changes in equity for the period started 01 January 2015 and ended 31 December 2015,
the cash flow statement for the period started 01 January 2015 and ended 31 December 2015,
accounting policies and additional notes.
Valid votes were cast out of 111,430,466 shares representing 85.64% of the share capital of ING Bank Śląski S.A.
The total number of valid votes was 111,430,466 including: 111,387,202 votes "for",
0 votes "against",
43,264 "abstained" votes.
The resolution was passed by open ballot.
As part of item 7 letter b) of the Meeting Agenda:
Pursuant to Article 395 §2 item 1 of the Commercial Companies and Partnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby approve the Management Board Report on Operations of ING Bank Śląski S.A. in 2015.
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 Principles in 2015, which was developed in keeping with the requirements set forth in §91 section 5 item 4) of the Minister for Finance Ordinance of 19 February 2009 on current and interim 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 2015.
Valid votes were cast out of 111,430,466 shares representing 85.64% of the share capital of ING Bank Śląski S.A.
The total number of valid votes was 111,430,466 including: 111,387,202 votes "for",
0 votes "against",
43,264 "abstained" votes.
The resolution was passed by open ballot.
As part of item 7 letter c) of the Meeting Agenda:
Pursuant to Article 395 §5 of the Commercial Companies and Partnerships Code 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 ING Bank Śląski S.A. Group for the period started 01 January 2015 and ended 31 December 2015 including:
the consolidated income statement for the period started 01 January 2015 and ended 31 December 2015, with net profit attributable to the shareholders of the parent entity of PLN 1,127.0 million,
the consolidated statement on total income for the period started 01 January 2015 and ended 31 December 2015,
the consolidated statement on financial standing made as at 31 December 2015 with total assets and liabilities and equity of PLN 108,893.1 million,
the statement of changes in consolidated equity for the period started 01 January 2015 and ended 31 December 2015,
the consolidated cash flow for the period started 01 January 2015 and ended 31 December 2015,
accounting policies and additional notes.
Valid votes were cast out of 111,430,466 shares representing 85.64% of the share capital of ING Bank Śląski S.A.
The total number of valid votes was 111,430,466 including: 111,387,202 votes "for",
0 votes "against",
43,264 "abstained" votes.
The resolution was passed by open ballot.
As part of item 7 letter d) of the Meeting Agenda:
Pursuant to Article 395 §5 of the Commercial Companies and Partnerships Code Act of 15 September 2000, the General Meeting of ING Bank Śląski S.A. hereby approve the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2015.
Valid votes were cast out of 111,430,466 shares representing 85.64% of the share capital of ING Bank Śląski S.A.
The total number of valid votes was 111,430,466 including: 111,387,202 votes "for",
0 votes "against",
43,264 "abstained" votes.
The resolution was passed by open ballot.
As part of item 7 letter e) of the Meeting Agenda:
Pursuant to Article 382 §3 and Article 395 §5 of the Commercial Companies and Partnerships Code of 15 September 2000 and §18 item 3) of the Charter of ING Bank Śląski S.A., the General Meeting of ING Bank Śląski S.A.:
approve the report of the Supervisory Board on the results of assessment of:
the Annual Financial Statements of ING Bank Śląski S.A. for 2015, the Management Board Report on Operations of ING Bank Śląski S.A. in 2015,
the Annual Consolidated Financial Statements of ING Bank Śląski S.A. Group for 2015 and the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2015,
the Management Board motion regarding distribution of the profit earned by the Bank in 2015 and past-year retained earnings distribution,
approve the reports and assessments of the Supervisory Board of ING Bank Śląski S.A. for 2015 as set out in the Principles of Corporate Governance for Supervised Institutions and the 2016 Code of Best Practice for WSE Listed Companies as adopted by the Bank:
the assessment of the Bank's standing in 2015 including internal control system, risk management, compliance and internal audit function,
the reports on the operations of the Supervisory Board and its Committees in 2015 along with the assessment of the Supervisory Board's work during that period,
the report on the evaluation of the remuneration policy at the Bank in 2015,
the assessment of Bank's compliance in 2015 with disclosure duties as to application of principles of corporate governance laid down in the WSE Rules and regulations on current and interim disclosures made by securities issuers,
the assessment of Bank's application in 2015 of the Principles of Corporate Governance for Supervised Institutions,
assessment of the rationality of the Bank's policy concerning charitable, sponsorship and similar activities in 2015,
At the same time, pursuant to §28 section 4 of the Principles of Corporate Governance for Supervised Institutions and on the basis of information included in the Management Board Report on Bank Operations in 2015 and the Supervisory Board Report referred to in item 2) letter c) of this Resolution, the General Meeting hereby state that the remuneration policy adopted by the Bank fosters Bank development and the safety of its operations.
ING Bank Slaski SA issued this content on 31 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 March 2016 16:16:30 UTC
Original Document: http://en.ingbank.pl/_fileserver/item/1100431
