2025-11-18 Report No. 24/2025: Concluding agreements aimed at takingcontrol over Goldman Sachs TFI S.A.

The Management Board of ING Bank Śląski S.A. ("Bank") give notice thaton 18 November 2025, the Bank signed a preliminary share purchaseagreement ("Share Purchase Agreement") with Goldman Sachs AssetManagement International Holdings B.V. ("Seller"), whereunder the Bankundertook to purchase 115,500 shares of Goldman Sachs TFI S.A. ("GSTFI"), or a 55%-stake in GS TFI share capital and 55% of the totalnumber of votes at the General Meeting of GS TFI ("Transaction"). Theprice for 55% of shares of GS TFI share capital was set at PLN 396million (in words: PLN three hundred ninety six million). The finalpurchase price can be adjusted with the forecasted dividend equivalentfor the period from 1 January 2026 to the month preceding thetransaction closure. Additionally, Bank and the Seller agreed that thedividend from 2025 net profit will be paid out before the Transactionclosing date. The final purchase price can be adjusted as per the SharePurchase Agreement terms and conditions.

The Bank shall give notice of the Transaction closure and the finalprice for 55% of shares in the GS TFI share capital in a relevantcurrent report.

At present, ING Investment Holding (Polska) S.A., a wholly ownedsubsidiary of the Bank, holds 94,500 of shares in the GS TFI sharecapital, or a 45%-stake in GS TFI share capital and 45% of the totalnumber of votes at the General Meeting of GS TFI. After the Transactionclosure, the ING Bank Śląski S.A. Group will hold 100% of the GS TFIshare capital and will be entitled to 100% of the total number of votesat the General Meeting of GS TFI, while the Bank will become the directparent entity for GS TFI.

The Transaction will be closed provided the conditions precedent havematerialised. Key conditions are the following: (i) decision of thePolish Financial Supervision Authority on the absence of grounds forobjection against acquisition of the GS TFI shares by the Bank in theamount beyond 50% share in the share capital and the total number ofvotes at the General Meeting of GS TFI and (ii) the decision of theEuropean Commission on the absence of objection against the reportedconcentration and its recognition as compliant with the internal marketrules.

The Bank expects the Transaction to be closed in H1 2026.

Furthermore, the Bank estimates that the Transaction will reduce theconsolidated Total Capital ratio and Tier 1 ratio by approximately 34 bp.

Apart from the Share Purchase Agreement, the Bank and the Sellerundertook to ensure conclusion of the transitional services agreementbetween the Seller (or its respective related entity) and the GS TFI,which is also a condition precedent to the closing of the Transaction.The agreement will cover provision by the Seller to GS TFI of theservices which may prove necessary for ensuring GS TFI businesscontinuity in the transition period.

Legal grounds: Article 17 section 1 of Regulation of the EuropeanParliament and of the Council (EU) No. 596/2014 16 April 2014 (MAR).