Good, well, afternoon, and I would like to welcome everyone who has come here to attend General Meeting of shareholders. I would like to also say hello to all those following the transmission in front of their computers and using their electronic devices. I would like to greet the guests attending, the Management Board, and everyone else. It is my duty to open our General Meeting. I am the Chairman of the Supervisory Board, Alexander Gallos, and I hereby open our meeting. The first task we have involves election of the Chairman of the meeting, and we shall proceed to this now. We will have to hold a vote, including a remote vote, so please let us have the representative of the respective company, the service provider, to tell us how the vote will proceed.
Ladies and gentlemen, good afternoon. At today's General Meeting, you will be using a system based on tablets. On your tablets, you shall vote in the following manner. When the voting is ruled, you will see information on the screen about the vote currently in progress, and you will see the title and you will see the type, whether it's Secret Ballot or Open Ballot. You will see, apart from the title of the solution, you will see a number of buttons, decision-making buttons. Your task is to choose your decision and confirm it. Then the vote will be recorded and counted in the system.
During the vote, if you choose a decision from the first screen, which, on the second screen before confirmation, does not satisfy you may always choose the Back button if you're not satisfied with the decision you see displayed on the second screen. You can then retrace your steps, make another decision, and cast your vote again, well, differently. Obviously, the system also provides a speed voting option, which is available too. Thank you. If there are any questions, we are here. We are attending too. We will be helping you, and I wish you a fruitful session. Thank you. Just one more note. Obviously, the system respectively provides secrecy or openness of the ballot, depending on type of ballot. Thank you very much.
The next task consists in electing the Chairman. I will submit Tomasz Drągowski, the proxy of ING Bank, and as the Chairman of the meeting, Mr. Drągowski. Does he consent to this? Thank you very much. Mr. Tomasz Drągowski has consented to be a candidate. Are there any other candidates submitted from the room, from the floor, or from elsewhere? If there are none, we shall pass to our first vote on the election of the Chairman of our meeting, and I hereby rule a vote on Tomasz Drągowski as candidate, proxy of ING Bank N.V. I have to add that the vote was by Secret Ballot. Has everyone cast their votes? If so, I shall now present the results.
For the candidate, 116,953,648 votes cast. No votes against. No abstentions. Congratulations, Mr. Tomasz Drągowski, and I do invite you to Chair our meeting.
Good afternoon, ladies and gentlemen. My name is Tomasz Drągowski, and I have the honor of Chairing this General Meeting, and please allow me to set up my working station. Dear ladies and gentlemen, we are at item three of the agenda on stating the General Meeting has been convened in compliance with the law and it is capable of passing resolutions.
I have signed the attendance list and this covers the shareholders participating in today's General Meeting, both by being present here physically in the room and attending remotely through electronic means of communication. Today's General Meeting is attended by shareholders representing 116,953,648 shares, representing the same number of votes, authorizing the holders to the same number of votes, which is 89.89% of the total number of votes.
As far as formalities are concerned, the General Meeting was convened on the 21st of March in accordance with Article 399, paragraph 1, and other articles of the Code of Commercial Companies and Partnerships by way of a notice, a notice published on the website of the bank, www.ing.pl, as well as by transmission of the current report, current report number 7/2023, containing the notice on convening the General Meeting and the draft resolutions. Some of these draft resolutions were subsequently amended. Consequently, I hereby declare that the General Meeting was convened correctly and that it is capable of adopting valid resolutions. Passing to the next item on the agenda, namely presentation of the agenda of the General Meeting.
I would like to present this so that we are certain as to what we are deliberating on the air. The General Meeting was convened in the way I mentioned earlier, and the agenda placed in the notice contains the following items: opening of the General Meeting, item 1. Item 2, appointing the Chair of the General Meeting. 3, stating the General Meeting has been convened in compliance with the law and is capable of passing resolutions. Item 4, presenting agenda of the General Meeting. Item 5, presenting the Management Board reports on operations of the bank and the bank's group in 2022, including the report on non-financial information, as well as the financial statements for the year 2022. Item 6, presenting the update on the status of the incentive scheme for identified staff at the bank.
Item 7, presenting supervisory board reports for 2022. Item 8, presenting the update on amendments to supervisory board bylaw. Item 9, passing resolutions on the following. Reviewing and approving the annual financial statements of ING Bank Śląski S.A. for the period starting on the 1st of January 2022, and ending on the 31st of December 2022. Item 2, reviewing and approving the management board report on operations of the ING Bank Śląski S.A. group in 2022, including the report on operations of ING Bank Śląski S.A., including the statement on the application of corporate governance rules, as well as reviewing and approving the report on non-financial information of ING Bank Śląski S.A. group for 2022, including non-financial information of ING Bank Śląski S.A. Item 3, reviewing and approving the annual consolidated financial statements of the ING Bank Śląski S.A.
group for the period started on the 1st of January 2022 and ended on the 31st of December 2022. Number 4, accepting the ING Bank Śląski S.A. Supervisory Board report on 2022. Item 5, the opinion of the Supervisory Board's report on the ING Bank Śląski S.A. Supervisory Board and Management Board members' remuneration in 2022, and the assessment of the bank's remuneration policy. 6, acknowledging fulfillment of duties by the members of the bank's Management Board in 2022. Number 7, acknowledging fulfillment of duties by the members of the Supervisory Board in 2022. Number 8, distribution of profit for 2022. Number 9, amendments to the charter of ING Bank Śląski Spółka Akcyjna.
Number 10, amending the charter with regard to authorizing the Management Board to increase the share capital within the limits of the authorized capital and to include the preemptive rights. Number 11, changes to the composition of the Supervisory Board. Number 12, assessing satisfaction by members of the Supervisory Board of the requirements referred to in Article 22aa of the Banking Law, suitability assessment. Item 10, finally, closing of the General Meeting. This is the agenda. The agenda we shall follow. If there are no comments or reservations to the agenda I have presented here, we shall pass to the next item. I would just like to inform you that during the deliberations, we are accompanied by members of the bank's authorities and members of the Management Board and the Supervisory Board.
We also have here a representative of the company's auditor, KPMG. Now, passing to further items concerning presentation of information and of statements and reports, I hereby suggest that we examine items 5 and 6 in one go. Item 5 is presentation of the Management Board reports on activities of the bank and of the group and non-financial information, financial statements for 2022. Item 6, this is presenting an update of the status of the incentive scheme for identified staff of the bank. This is with reference to both items, the President of the Management Board will speak. Mr. Bartkiewicz, Mr. President, the floor is yours.
Good afternoon, ladies and gentlemen. Sorry for my voice. Unfortunately, I am unwell, but I just had to be here. It is a privilege to be here and to present the Management Board's report because this is, according to my calculation, this is the 30th ordinary annual General Meeting of shareholders, and I had this pleasure to present this report in 1994 actually.
This is quite a sentimental journey back in time for me. Yes. In 2022, we managed to essentially achieve all the goals we had set ourselves in the strategy of the bank, and that was mainly about priority tasks. We present this year the priority objectives. This is an increase in client activity and digitization of our customers. This is treated by us as an element of the strategic challenge to make sure that customers, they can monitor and understand the consequences of their financial activities better.
We also achieved other objectives or the commercial objectives, sales objectives we managed to achieve, which obviously. However, there were some distortions. Some distortions which some turbulence also affecting our economy. Elements of stability, of financial stability of the bank, liquidity elements, risk management, including non-financial risk management. A lot of attention was dedicated to that, but also we've got a lot of success. I believe that the objectives were met also in this respect. Sustainable development, our objectives related to the updated environmental declaration also in this field. A lot has been achieved, and we present it in more detail in our reports, in our statements. There are still quite a few challenges in terms of defining, in terms of regulatory questions.
As you know, progress is huge in this field, and there are a lot of new challenges. However, we have been able to also complete these tasks to a large extent. I could go on for quite a long time about it, but I do refer you to the information available on our website. The bank keeps growing. It's growing faster than the market. Obviously the increase in the market share has been contributing to this, to this. This is not an element of a race, but it's an element of the business model which just assumes this. This actually was translated into better dynamism, we saw here a better pace of growth, and so this led to a gross profit in 2022 which the bank achieved.
I would just like to remind you that, we tend to forget this as time passes. The around PLN 2 billion were charged to profit and loss due to two circumstances. Actually, there were two items that actually led to the effect of charging to profit and loss. According to recently published information, namely guidelines of the Financial Supervision Authority, and this will be actually the subject of a matter of a separate resolution, distribution of profit for 2022. Supplementary information to item 6. This is a reference to your decision from the last year. Those on the formula of the incentive scheme, and this was based on actual shares, not phantom shares.
The bank actually managed to implement all the regulatory elements and basically, the Polish Financial Supervision Authority gave consent to this. Yes, it was this year, actually, on the 13th of March. There is an investment company that will be implementing this and supporting us in the purchase of shares through our incentive scheme, which will already be more compliant, not only with the law, but also with the actual provision of the law, but also the spirit of the law. Thank you very much.
Thank you, Mr. President. If the shareholders should have any matters to be raised with regard to what Mr. President has just mentioned, please, the floor is yours. Take the floor.
If the attendees to the meeting have no remarks, I suggest that we proceed to further items of the agenda that I also suggest to elaborate upon en bloc. Under item 7, presenting the Supervisory Board report for 2022, and item 8, presenting the update on amendments to the Supervisory Board bylaw. The information in this regard is going to be presented by the Chairperson, by the Supervisory Board, Aleksander Galos. Mr. Chairman, the floor is yours.
Welcome again. I'm here to provide a report, Supervisory Board, activity for 2022. It's a rather extensive document, more than 100 pages of those as provided in materials. I'll do my best to obviously provide you with abridged version, still rather extensive, especially since there are some requirements that I'm obliged to fulfill. I'm here to speak of about 9 spheres, including aimed at self-assessment of internal regulations concerning the functioning of the Supervisory Board and complementation of this report as provided in the report of the Supervisory Board for 2022. I'd like to inform you, ladies and gentlemen, that a full assessment, including the individual appraisal items, are obviously available on the website of the General Shareholder Meeting, where a complete set has been rendered available.
The Supervisory Board of ING Bank Śląski, acting according to the charter and the right law pursuant to the provisions of the statute of the Supervisory Board, I assume for the term of office that started on 13 April 2021. The report actually lapses as on the date of the meeting to approve of the report for 2023. As of the 21st of December, 2022, the Supervisory Board composition was as follows: Chairman Małgorzata Kołakowska, Deputy Chairperson Michał Szczurek, Deputy Chairperson Aris Bogdaneris, member Stephen Creese, member of the Supervisory Board according to the Code of Good Practices of stock-listed companies. The criterion of independence is actually met by the number of Supervisory Board members, 3 out of 7. These are Dorota Dobija and Monika Marcinkowska and I, Aleksander Galos.
According to the practice applied by the bank, all the Supervisory Board members file the declaration independence each year, especially with regard to the provisions of the Act of 2027 on expert and public supervision, as well as on the lack of actual links to the shareholder having at least 5% of total number of shares in the company. The Supervisory Board confirms there are no circumstances that might affect the performance of the creator of independence of individual members. The website of a company contains the biograms of all individual members of the Supervisory Board and the participation in individual committees. I would just like to notice that there are persons appointed as members of the Supervisory Board, all of them having expertise and the right experience and knowledge, allowing them to perform supervision over the bank's operations.
The Supervisory Board acts according to the schedule of meetings and the framework plan. In 2022, the subjects of individual meetings concerned are current business matters brought in by the Management Board, supervision over the bank's operations, as well as all major matters that required supervision of the Board. The agendas of the meetings also including current information on the further effect of the coronavirus pandemic on the bank's operations, as well as the effect of the war in Ukraine or matters related from the ESG sphere. There were permanent presence of the Management Board members on the meetings of the Supervisory Board, as well as those that are experts of Compliance, as well as other visitors invited responsible for the content that is related to their expertise.
The Supervisory Board also paid attention to the adequate and efficient Risk Management System, as well as adequate and management, Internal Management Control System. The Supervisory Board was supervising both system, the organization and was performing periodical assessment of the functioning. Last year, the Supervisory Board was positively assessing the adequacy and efficiency of the Operational Risk Management System for 2021. As regards the Internal Control System is concerned, last year, the Supervisory Board assessed positively the adequacy and efficiency of the system, including provided positive assessment on the adequacy and efficiency of the Center of Expertise and its operations, as well as the Department of Internal Auditing.
Detailed information on the appraisal of the bank's operations and situation, including assessment of individual systems, including internal control systems as well as risk management systems, compliance Internal Audit, as already mentioned, are provided in the full report of the Supervisory Board provided at the website. In 2022, the members of the Supervisory Board paid a lot of time and effort to performing their obligations. Meetings were held board stationary, in-person, and in a hybrid mode. 117 resolutions were made. All meetings were convened and handled with a very high attendance. Regardless of individual meetings, regulatory ones, the Supervisory Board members were in constant contact with the Management Board of the Bank, taking part and pronouncing their opinion on all the major opinions.
Over the year, the members of the Supervisory Board were also participating in in-house training sessions organized by the bank. Supervisory Board members were also involved in the choice of the External Audit and supervised both finance, accounting and HR spheres for the bank, taking account the data concerning the governance and risk management of the bank. I'd like to also stress the Supervisory Board received extensive information from the Management Board on the operations of the bank, the functioning plans, progress in the pursuit of individual target, as well as all other circumstances that had an effect on its operations and the current asset standing.
All the information included also the information held by the Management Board, including affiliates and subsidiaries. Since in October last year, there was new article, Article 382 of the Code of Commercial Companies and Partnerships. The scope of the information was adapted accordingly. The Supervisory Board assessed the Management Board to have performed their duties correctly, including those re-obligations that resulted from the Commercial Companies and Partnerships Code. As far as the committees of the Supervisory Board and the competencies, recommendations and opinions were issued accordingly as requested by the Management Board. As far as the performance of the competencies of the Supervisory Board, there are three committees: Audit, Nomination, and the committee of Risk Management.
All the committees perform consulting and advisory functions for the Management Board and Chairpersons of the individual committees, provide reports of the meeting individual. I would like to briefly introduce. The Audit Committee supports the Supervisory Board as far as the monitoring of financial reporting process, as well as monitoring and supervision of internal and External Audit, as well as the systems of management within the bank and its affiliates and subsidiaries. According to requirements of the applicable law, of December of May 2020, 2017, the Chairperson of the Committee and the whole Committee performs and meets the criteria of independence. Monika Marcinkowska also is a professor, which confirms her knowledge and expertise on the matters of financial reporting.
The Audit Committee was supporting the Supervisory Board in the performance of individual tasks by providing recommendations and opinions for the meetings. Next to the members of the Committees, there are also members of the Management Board and other component bodies of the bank participating in the meetings of the Committee. All the committee meetings were organized and held in such a mode that they could actually provide the recommendations officially with high attendance. Under the committee's operations, the individual opinions provided according to the bank's requirements and current conditions, especially with regard to the following spheres of activity: ensuring compliance with the law. Counteracting offense and crime. Know Your Customer program assessment of operations.
The Remuneration and Nomination Committee was supporting Supervisory Board in terms of the remuneration policy and HR policy, especially plans, successes, satisfaction, serving, turnover, as well as bonus and remuneration policies. According to the recommendations of EBA on the remuneration policy on Directive 2013 of the European Union, most of the members of the Remuneration and Nomination Committee have the status of independent members.
In 2022, the works of the committee were focused on the following spheres: active supervision of the process of assessment of the operations of the Management Board members. Supervisory Board members are the key persons monitoring the adequacy and efficiency of the bank's recruitment and employment policy. Assessment for the efficiency adequacy of the remuneration policy of the bank. Analysis of the information concerning the assumptions of the remuneration policy for the years 2022, 2023. The Risk Committee, the last one, was supporting the Supervisory Board in the supervision of the implementation of the risk management policy in the bank's operations by the top management.
Next to the members of the committee, there were also members of the Management Board, constantly present at the committee's meetings, as well as Director of the Operational Risk Management Department and managers of individual in-house departments of the bank, including the Compliance Department, as well as representative of the auditor. Under the risk level monitoring process, a permanent item in the agendas of the meetings was the risk report, the components of which featured report of the loan and credit risk, market risk, financial hedging, and management model risk-related operations. I'd like to sum it up that the Supervisory Board highly praises, highly values the operations of all the committees and their operations.
The Chairperson of the Supervisory Board would like to thank members of individual committees for their availability, accessibility, and readiness to support the Supervisory Board, especially with regard to considering individual cases on a per roll-on basis in between individual regular meetings. Now I would like to summarize the assessments of individual Supervisory Board reports for the operations of last year. The first is the assessment of the annual financial statements of the bank for the year 2022. Based on the regulations in regard to them, having learned, having read and become familiar with the financial statements of ING Bank Śląski for 2022, as well as report of independent auditor on the financial year ended on the 31st of December 2022, that is KPMG.
The Supervisory Board of ING Bank Śląski firstly would like to announce that the financial statements of ING Bank Śląski for 2022 as provided by the Management Board has been prepared with regard to all the major items and it's diligently expressing the asset, equity, and capital situation of the company. As well as the cash flows and balances from the 1st of January by the 31st of December last year, according to all the regulations on financial statements. It complies with all the books of accounts, as well as the actual state of matters. Secondly, having the foregoing in mind, the Supervisory Board recommends that this financial statement should be approved. I'm talking about the financial statements for the year 2022.
Now, with regard to the assessment for the consolidated financial statements of the capital group of ING Bank Śląski for the last year, the report of the Management Board on the operations of the capital group of ING Bank Śląski in 2022, covering the report of the operations of ING Bank Śląski, including the corporate governance report on the non-financial information of ING Bank Śląski for 2022, covering information that are of non-financial nature, information from the bank.
in accordance with the regulations in force, including the Accounting Act, having become familiar with the annual consolidated financial statements of ING and the report of the Management Board on the operations of the capital group and the bank itself in the year 2022, including a declaration on the application of the rules of corporate governance and the report on non-financial information of ING Bank Śląski in 2022, covering information of non-financial nature of ING Bank Śląski, as well as the report of an independent expert auditor with regard to the annual financial statements for the financial year ended on the 31st of December 2022, drawn up by KPMG. The Supervisory Board of ING Bank Śląski firstly would like to state the consolidated financial statements of ING Bank Śląski S.A.
for 2022, were developed correctly in all material aspects and presented fairly and clearly the properly and financial standing of the group as of the 31st of December, 2022. As well as the financial results and cash flows for the accounting period from the 1st of January till 31st of December 2022, in line with the relevant and applicable regulations on financial statements and comply with the ledgers, documents, and the actual state of affairs. Secondly, the Supervisory Board would like to state that the Management Board report on the operations of ING Bank Śląski S.A.
in 2022 covering the operations of ING Bank Śląski including Management Board statement on the application of corporate governing rules provides for significant information about the property and financial stating of ING Bank Śląski and its group as of the 31st of December, including the assessment of performance, indication of risk factors, and description of threats, and that it was developed in line with the effective regulations on reports and operations, and that it complies with ledger's documents and the actual state of matters. Thirdly, the Supervisory Board would like to announce that the report on the non-financial information of ING Bank Śląski S.A. and its group for 2022 covering non-financial information of ING Bank Śląski satisfies the disclosure requirement for non-financial information as per the applicable law.
fourthly, having regard to the above, the Supervisory Board resolves to recommend that the General Meeting approve the annual consolidated financial statement of ING Bank Śląski S.A. and its group and the Management Board report on the operations of ING Bank Śląski S.A. group in 2022 covering the report on the operations of ING Bank Śląski S.A., including Management Board statements on the application of corporate governance rules, as well as on the report on non-financial information of ING Bank Śląski and its group for 2022, including non-financial information of ING Bank Śląski. I'd like to move to the Supervisory Board assessment of the division of profits.
Pursuant to Article 382, paragraph 3.2 and paragraph 391 of the Code of Commercial Companies and Partnerships of 15 September, having read the Management Board motion regarding distribution of profit earned by the Bank, the Supervisory Board does not raise any objections thereto and resolves to recommend that the General Meeting passes a resolution as per the Management Board motion. The assessment 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. The Supervisory Board assesses that the system of risk management in the Group is adequate and efficient, covering all the types of risk in the processes of identification, reporting. They use techniques and measures that are adequate.
The main risk management goals have been met, what they provided is independence of the organization as far as risk management matters, as well as the right HR resources necessary to perform the task. In 2022, ING Bank Śląski complied with all the safe operations requirements and capital adequacy. Last year, ING Bank Śląski also streamlined the risk management processes. On top of that, the internal system, the internal control system, functioning in the previous year actually secured the bank against non-financial risk, market risk, liquidity risk, and risk of adequacy. In the Supervisory Board's opinion, increasing the scale of operations pursued by the bank over the recent years has proved successful, as evidenced by the financial and commercial results achieved.
The success of the strategy to date justifies the bank intention to continue it in the next year while maintaining an adequate level of capital. Certainly, 2023, in light of the ongoing Ukrainian-Russian conflict, will be marked by further uncertainty while returning to robust economic growth will still have to be waited for. Bearing this in mind, the role of the banks, including ING Bank Śląski, as the stabilizers of the Polish economy, it's all the more important. Another item is the assessment of the application of the corporate governance rules as laid down in the exchange rules and regulations, current and interim information made by the securities issuers as well as on the regulations provided by the issuers of bonds, and the assessment on ING's application in 2022, the rules of corporate governance for financing institutions.
Good practices of companies listed on the stock exchange were accepted for application by the management board of ING Bank Śląski, by the Supervisory Board, and by the General Meeting. The Supervisory Board, as part of its assessment, states that the documents published by the bank, the information concerning the application of corporate governance principles included among other things in the appropriate section of the website are appropriate, conforming to the state of current state of affairs. The Supervisory Board assessed the information published by the company as to the corporate governance rules application as exhaustive and including the comments thereto, and that they contain sufficient subject related information within the application of the corporate governance principles. Consequently, the Supervisory Board has assessed that the bank has applied.
The corporate governance principles has properly fulfilled its disclosure duties as to the application. As laid down in the exchange rules and regulations on current and interim disclosures made by securities issuers. Consequently, the supervisory board has assessed that in 2022, the bank was applying the principles of corporate governance for supervised institutions in a proper manner. Next item, assessment of the rationality of ING Bank Śląski S.A.'s expenditure borne in connection with the policy concerning charitable and sponsorship initiatives in 2022. Based on the information provided by bank Management Board, the supervisory board concludes that in 2022, ING Bank Śląski S.A. was involved in the following charitable and social activities: assistance to Ukraine, climate education, financial education, business development, modern technology, and sustainable development, support education for children, teenagers, promotion of an education in Polish and contemporary art.
The bank carried out those actions on its own in cooperation with social partners and courtesy of 2 corporate foundations, ING for Children Foundation and ING Polish Art Foundation. The activities were implemented as part of ING Bank Śląski's ESG strategy for 2022, 2024. In 2022, in relation to the invasion on Ukraine and the huge need for providing immediate assistance to refugees, ING Bank Śląski S.A. undertook additional activities for refugees and affected persons, special support for children from Ukraine. In total, the charitable donations in 2022, Bank Śląski donated nearly PLN 2,200,000, as well as a donation to 2 corporate foundations, ING Here for Children and Polish Art Foundation.
Thus, on behalf of the whole Supervisory Board, I do encourage you to familiarize yourselves with the whole Supervisory Board report on the charitable activity, which is extremely important and significant at our bank. I also encourage you to visit our website with the websites of the two foundations, For Children and Polish Art Foundation, where you can find detailed descriptions of the activity of the two foundations. I'd like to emphasize that at the bank, there is also a sponsorship policy of ING Bank Śląski, setting forth the path for activity and a set of rules and procedures, clearly indicating how to proceed and report on every activity.
At the bank, there is also a policy for donations of ING Bank Śląski which applies to all donations, financial donations, charitable donations, with regards to donating funds to the ex-expert center, Compliance Center, and the Committee for Donations. The procedure for also handling donations is regulated by the in-kind donations area. This ensures a process-based approach to donations and their use for charitable and social actions. This information makes it possible to conclude that the policy with regard to charity and donation of ING Bank Śląski was pursued in a reasonable manner and taking into account the social needs and the Supervisory Board assesses the outlays borne by the bank as reasonable and appropriate. The company, the bank operates a transparent and effective information policy.
Details of social, charitable, and specific activities launched by the bank are published in the Management Board's annual report. Supervisory Board of ING Bank Śląski would like to express its appreciation to the Management Board of ING Bank Śląski and the ING employees and thank them for all their help and support for the victims, refugees, and especially children from Ukraine. The Supervisory Board appreciate not only the significant financial assistance and various support activities, but above all, the personal commitment on the part of many ING employees. Now I will pass to information on the degree of implementation of the diversity policy for ING Bank Śląski Management Board and Supervisory Board in 2022.
At this point, I wanted to say that as far as the subject matter criteria are concerned, we ensure the selection of people who have diversified knowledge and experience, which are mutually complementary across the Management Board. The policy also encourages to achieve the best results and uses the differences between competencies, professional experience, also diversifying in terms of gender and age. The Supervisory Board finds that the bank implemented correctly the diversity policy assumptions accepted. Now, update on the implementation status of remuneration policy at ING Bank Śląski in 2022 with regard to remuneration of Supervisory Board and the Management Board. Remuneration, the policy is in line with the long-term interests and values of ING Bank Śląski, and thus contributes to effective risk management and to the company's stability.
Details concerning the remuneration of the Supervisory Board and Management Board members can be found in the report drafted in accordance with Article 90g of the Act on Public Offering on the Conditions of Introducing Financial Instruments into the organized trading system and on public companies. The Supervisory Board finds that in 2022, the Bank implemented correctly the principles of the remuneration policy adopted. The final assessment is of the report on remuneration of Supervisory Board and Management Board members. It takes into account the provisions of the law of 1995 on public offering and on conditions of introducing financial instruments into organized trading and public companies, this is subject to assessment by a statutory auditor. The full statutory auditor's report can be found on the General Meeting's webpage, you can find it there and read it.
The supervisory board finds that the remuneration policy for supervisory board and management board members is in line with the long-term values and interests of ING Bank Śląski and thus contributes to effective risk management and the company's stability. Now assessment the adequacy of internal regulations of bylaws concerning the supervisory board's functioning. The basis underlying this is provided by the internal regulations, the charter of ING Bank Śląski, the bylaws of the supervisory board, the bylaws of the Remuneration Committee among others, also Risk Committee bylaws and others. The above regulations are subjected to regular reviews at least once a year.
As part of these reviews, analysis is performed of the need to introduce amendments, in particular, including changes in the regulatory environment of the bank and aimed at streamlining the functioning of the board. Consequently, on the base of the reviews, and taking into account the amendments made, the Supervisory Board of ING Bank Śląski finds that the internal regulations concerning its functioning are adequate and make it possible to effectively, appropriately, and efficiently pursue the board's activities. Taking into account the above, it needs to be concluded that in 2022, the Supervisory Board supported the Management Board with regard to all matters related to the bank and to the bank's activity.
The Supervisory Board confirms that, in the whole of 2022, it performed a constant and uninterrupted supervision over the Bank's activity in line with its competencies and with the legal requirements concerning public limited companies. The Supervisory Board is well prepared to pursue its competencies to fulfill its tasks in accordance with the charter and exercises supervision over the Bank in all material areas of its activity. All members of the Supervisory Board exercise due diligence in the performance of their duties using their knowledge and experience with regards to supervision of a joint stock company. Members of the Supervisory Board perform their duties in a fair manner and with integrity and in a diligent manner. All the members of the Supervisory Board were able to dedicate enough time to the performance of their duties.
Collaboration with the Management Board went on smoothly. The Management Board presented the required information in a clear and exhaustive manner. The Supervisory Board would like to thank the Management Board for developing and delivering the information, documents, and reports in a manner ensuring efficient performance of tasks with the Supervisory Board. The Board would like to thank the Management Board in particular for the effective delivery of the strategy in 2022, despite the unfavorable, volatile, and often unpredictable market and economic conditions. Bearing the above in mind, the Supervisory Board would like to express deep appreciation for the actions taken by the bank's Management Board, not only to ensure further development of the bank, but also of the society and, at large in local communities.
Especially, the Supervisory Board would like to thank the Management Board and especially all the employees and of the ING for Children Foundation employees in particular for the proactive approach and for the support activities undertaken and pursued in connection with the outbreak of the war in Ukraine. The Supervisory Board would like to thank the Management Board and the Bank's employees for their appropriate approach to customer service, to customer experience, and for the invaluable care and concern about other colleagues, especially those affected by the war and by the continued pandemic in particular. These measures are also seen on the part of other employees of the whole community of our Bank, and I would like to express my deepest gratitude for this. As I've already mentioned, this was merely a brief review.
This was only in a nutshell. You shall find the full text of the report, if you visit the portal of our General Meeting. Summing up, now bearing in mind the results obtained and the whole activity, the Supervisory Board requests that acknowledgement of fulfillment of duties in 2022 be granted to members of the Management Board. Thank you very much. Thank you, Mr. Chairman. If there is need to discuss the information presented, then please take the floor. I'd like to ask the people who would like to take the floor to speak. If there are no people wishing to speak, we shall pass to item 9 on the agenda, which is a number, a series of votes on resolutions 1 to 12.
I would like to point out that all resolutions, their wording is in line with the drafts published with the notice on convening the General Meeting as part of report number 7 of the 21st of March 2023, with the amendments made in subsequent reports number 10 of 7th of April and number 11 of 13th April. Bearing this in mind, I would like to suggest that we
Refrain from reading the individual drafts as part of the vote so that we can make our session more smooth. Well, of course, bear in mind what I said that in every case, each resolution, submitted to the vote, is exactly as was provided to the shareholders in draft. As part of the notices I mentioned, they are also available as documents under the tab concerning our General Meeting on the company's website. On top of that, the functionality of the tablets used for voting. The tablets also have a feature that enables you to view the draft resolutions from the level of the device. If there are no motions to the contrary or objections, we shall proceed by voting on the resolutions without reading them out in full.
If there are no votes against, I'd like to thank you for having accepted this mode of proceeding. With regard to that, let's proceed to the first resolution under item nine one. Resolution to be marked as resolution number two. Resolution of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023, on reviewing and approving the annual financial statements of ING Bank Śląski SA for the period started on the 1st of January and ended on the 31st of December, 2022. Obviously, in the wording provided in the draft resolution as rendered available in the aforementioned form. We shall now vote under an open vote procedure. If there are no votes against or any reservations to the draft resolution, I hereby declare that you should vote. You should cast your votes now.
Just for the sake of explanation, this waiting time is just necessary to determine that the persons taking part in the general shareholders meeting by remote means can actually cast their votes. I hereby close the vote and request that the report on the voting results be provided. There have been 116,953,648 votes for, representing 89.89% of the share capital. All those for, none against, no abstentions, I declare that the resolution has been adopted.
For item 9.2, we shall vote on the resolution of the general ordinary meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on reviewing and approving a Management Board report on the operations of the group in 2022, covering the report of operations, including the statement on the application of corporate governance principles, as well as reviewing and approving the report on non-financial information of ING Bank Śląski S.A. for 2022, including non-financial information of ING Bank Śląski S.A. This resolution is going to be designated as resolution number 3. If there are no reservations or remarks to the draft resolution, I would like to now suggest that we proceed to voting. I open the ballot. Please cast your votes on this resolution. This is an Open Ballot. zamykam głosowanie. I hereby close the vote.
Stwierdzam, że w głosowaniu- I'd like to announce that there have been 116,953,684 eight votes cast representing the same number of shares and 89.89% of the share capital, all the votes being for, no votes against and no abstention. I hereby declare the resolution to have been adopted. Item 9.3. Under this item, we shall be voting on resolution number four of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April 2023 on reviewing and approving the annual consolidated financial statements of the ING Bank Śląski S.A. group for the period started on the 1st of January and ended on the 31st of December 2022. Jeśli nie ma głosów w sprawie.
If there are no remarks or reservations to the wording of the resolution, I suggest that we proceed to an open vote on this resolution. Please cast your votes now. Zamykam głosowanie. I hereby close the vote. There have been 116,953,684 votes cast, representing the same number of shares and 89.89% of the share capital, with all the votes for, no votes against, and no abstentions. I hereby declare the resolution to have been adopted.
The subject of item 9.4 is voting on the resolution of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April 2023 on accepting the report of the Supervisory Board of ING Bank Śląski S.A. for the year 2022. This shall be resolution number 5. Let me just stress that the original draft resolution, as provided in report number 7 of 21st of March, was subsequently amended with regard to the standpoint of the National Financial Board, and that was provided in current report 11 of 13th of April. The subject of the voting will be the wording of the amended resolution and the amended report according to the opinion issued subsequently. If there are no remarks or reservations, I hereby open the vote. Please cast your votes now. Głosowanie jawne.
Let me just remind you that this is an Open Ballot. zamykam głosowanie. I hereby close the vote. Stwierdzam, że I'd like to declare that there have been 116,950,405 votes cast out of all the valid votes. 116,953,405 valid votes representing the same number of shares and 89.89% of the share capital, with no votes against and 3,243 abstentions. I therefore declare this resolution to have been adopted.
Let's proceed to item 9.5, under which we shall be voting on the resolution of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April 2023, on the opinion to the Supervisory Board's report, on the remuneration of the members of Supervisory Board and Management Board of ING Bank Śląski S.A. and to the assessment of Bank's remuneration policy. If there is no need to discuss the matter and the wording of the resolution, I hereby announce an Open Ballot to vote for resolution number 6. Please cast your votes now. Zamykam głosowanie. I'd like to close the vote now.
In this vote on the resolution 116,953,405 valid votes cast, representing the same number of shares and 89.89% of share capital with 112,708,030 votes for, 4,345,618 votes against the resolution and no abstentions. I hereby declare the resolution to have been adopted. Moving on to item 9.6, assuming a cycle of voting on the resolutions on HR management matters, namely acknowledgement of the fulfillment of duties. In total, there will be eight resolutions.
The first to be voted is the resolution number 7 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April 2023 on the acknowledgement of the fulfillment of duties by the President of the Management Board in 2022. Obviously, we are talking about Mr. Brunon Bartkiewicz. The resolution assumes that his fulfillment of duties is acknowledged, and he is released. If there is no need for any discussion under this item, I hereby ordain a Secret Ballot on this resolution. Please cast your votes now. Zamykam głosowanie. I hereby close the vote. I find that 116,153,648
Valid votes have been cast 89.89% of the share capital. All these votes have been cast for the resolution without any votes against and without any abstentions. I hereby find that Mr. Bartkiewicz has been acknowledged as having fulfilled his duties. Congratulations. Next resolution we will vote on is resolution number 8 of the extraordinary General Meeting of ING Bank Śląski on the 26th of April 2023 on acknowledging fulfillment of duties by the Vice-President of the bank's Management Board in 2022. The resolution concerns acknowledgement of fulfillment of duties by Joanna Erdman, Vice-President of the bank's Management Board. If there is no need to discuss the resolution, please cast your votes in a Secret Ballot, which I order with regard to this resolution. I hereby close the vote.
In the vote on the resolution 116,953,648 valid votes have been cast corresponding to the same number of shares constituting 89.89% of the share capital. All these votes have been cast for the resolution. No votes against, no abstentions. I hereby find that the resolution has been adopted. Congratulations to Madam Vice President, Joanna Erdman. Next resolution number 9 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on acknowledging fulfillment of duties by the Vice President of the bank's Management Board in 2022. This concerns Mr. Marcin Giżycki, Vice President of the Management Board. If there is no need to discuss this resolution, I hereby order a vote. Please cast your votes in a Secret Ballot on this resolution.
I hereby close the vote. In the vote on the resolution on acknowledging fulfillment of duties by the Vice President of the bank, Marcin Giżycki, 116 million 953,648 valid votes have been cast corresponding to the same number of shares constituting 89.89% of the share capital. All votes have been cast for the resolution with no votes against and no abstentions. I hereby find that the resolution has been adopted and fulfillment of duties by Mr. Marcin Giżycki, Vice President, has been acknowledged. Congratulations. Resolution is number 10. Resolution number 10 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on acknowledging fulfillment of duties by the Vice President of the bank's management board, Ms. Bożena Graczyk.
If there is no need to discuss the resolution, I hereby order a vote by Secret Ballot on this resolution. Please cast your votes now.
Zamykam głosowanie.
Hereby close the vote. In the vote 116,953,648 valid votes have been cast corresponding to the same number of shares, accounting for 89.89% of the share capital. All these votes have been cast for the resolution with no votes against and no abstentions. I hereby find that the resolution on acknowledgement of fulfillment of duties to Vice President Bożena Graczyk has been adopted. Congratulations. Another resolution, number 11, of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April, 2023. On acknowledging fulfillment of duties by the Vice President of the bank's management board, Ms. Ewa Łuniewska. Obviously concerning the fulfillment of duties in 2022. Unless there is need to discuss this resolution, I hereby order a vote. Please cast your votes by Secret Ballot on this resolution.
I hereby close the vote. 116,953,648 valid votes have been cast corresponding to the same number of shares, constituting 89.89% of the share capital. All these votes have been cast for this resolution, no votes against and no abstentions. I hereby find that the General Meeting has acknowledged the fulfillment of duties by Vice President Ewa Łuniewska. Congratulations. Next resolution. Is resolution number 12. This is a solution of ING Bank Śląski Spółka Akcyjna ordinary General Meeting of April 26, 2023, on acknowledging fulfillment of duties by the Vice President of the bank's management board, Mr. Michał H. Mrożek in 2022. Unless there is a need to discuss this, we shall pass to the vote. Please cast your votes now in Secret Ballot.
Zamykam głosowanie.
I hereby close the vote. 116,953,648 valid votes have been cast corresponding to the same number of shares, 89.89% of the share capital. All these votes have been cast for the resolution, namely 160,953,648, with no abstentions and no votes against. I hereby find that the resolution has been adopted and Vice President Michał H. Mrożek, the fulfillment of his duties has been acknowledged. Congratulations. We shall now pass to resolution number 13 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on acknowledging fulfillment of duties by the Vice President of the bank's Management Board, Mr. Sławomir Soszyński. You need to discuss this resolution. I hereby order a vote on this resolution.
Please cast your votes now by Secret Ballot. I hereby close the vote. 160,953,648 valid votes have been cast corresponding to the same number of shares constitute 89.89% of the share capital. 160,953,648 votes for. All votes have been cast for the resolution with no abstentions and no votes against. I hereby find that the resolution on acknowledgement of fulfillment of duties by Mr. Soszyński, Sławomir Soszyński, Vice President, has been adopted. Congratulations.
The last resolution on acknowledgment of fulfillment of duties by members of the Management Board is resolution number 14 of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April 2023 on acknowledging fulfillment of duties by the Vice-President of the Management Board, Ms. Alicja Żyła. This concerns the year 2022. Unless you need to discuss the resolution, I hereby order a vote by Secret Ballot on this resolution. Please cast your votes now. I hereby close the vote. 116,953,648 votes have been cast corresponding to the same number of shares constituting 89.89% of the share capital. All these votes have been cast for the resolution, with no votes against and no abstentions.
I hereby find that the resolution on acknowledging fulfillment of duties by Vice President Ms. Alicja Żyła has been adopted. Congratulations. Thus we have concluded the series of votes on acknowledgement of fulfillment of duty by members of the Management Board. Now item number 9.7. We have eight resolutions on acknowledgement of fulfillment of duties by Supervisory Board members. The first resolution to be voted on is resolution number 15 of the ordinary General Meeting of Bank Śląski S.A. of the 26th of April 2023 on acknowledging fulfillment of duties by the Chairman of the Supervisory Board, Mr. Aleksander Galos. This concerns the fulfillment of his duties in 2022. Unless there is a discussion on this resolution, I hereby order a vote by Secret Ballot. Please cast your votes now. I hereby close the vote.
116,953,648 votes were cast corresponding to the same number of shares, constituted 89.89%. 116,950,272 votes were cast for the resolution. 3,376 votes against the resolution and no abstention. I hereby find that the Resolution of the ordinary General Meeting on acknowledging fulfillment of duties by the Chairman of the Supervisory Board, Mr. Aleksander Galos, has been adopted. Congratulations. Another resolution, number 16 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April 2023, concerns acknowledging fulfillment of duties in 2022 by the First Deputy Chair of the Supervisory Board, Ms. Małgorzata Kołakowska.
Unless you need to discuss the resolution, I hereby order a secret vote on this draft. Please cast your votes now. I hereby close the vote. 116,953,648 valid votes have been cast, corresponding to the same number of shares, constituting 89.89% of the share capital. 116,950,272 votes cast for the resolution. 3,376 votes against the resolution. No abstentions. I hereby find that the resolution on acknowledging fulfillment of duties by the first Chair of the Supervisory Board, Ms. Małgorzata Kołakowska, has been adopted. Congratulations.
Now we shall pass to the vote on resolution number 17 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna, of the 26th of April, 2023, on acknowledging fulfillment of duties by Mr. Michał Szczurek, Deputy Chair of the Supervisory Board, in 2022. Unless you need to discuss the resolution, we shall pass to the vote. I hereby order a vote by Secret Ballot. Please cast your votes now. I hereby close the vote. 116,953,648 valid votes have been cast of the same number of shares, constituting 89.89% of the share capital. Votes for the resolution, 116,950,272 votes. Votes against the resolution, 3,376 votes, and no abstentions.
I hereby find that the resolution on acknowledging the fulfillment of duties by Deputy Chair of the Supervisory Board, Mr. Michał Szczurek, has been adopted. Congratulations. We shall pass to a vote on resolution number 18 of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th April, 2023, on acknowledging fulfillment of duties by a member of the Supervisory Board, Mr. Aris Bogdaneris, and this concerns the year 2022. Unless we need to discuss the resolution, I hereby order a vote on the resolution. Please cast your votes now in a Secret Ballot. I hereby close the vote. 116,953,648 valid votes have been cast corresponding to the same number of shares constituting 89.89% of the share capital.
Votes for the resolution, 116,950,272. Votes against the resolution, 3,376, and no abstentions. I hereby find that the resolution on acknowledging the fulfillment of duties by Mr. Aris Bogdaneris, member of the Supervisory Board, has been adopted. Congratulations. Kolejną, uchwałą poddawaną pod głosowanie.
Yes, another resolution to be voted is resolution number 9 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April 2023 on acknowledging the fulfillment of duties by Stephen Creese and his duties in the year 2022 as a member of the Supervisory Board. I see there is no discussion or remarks or reservations on this resolution, so I order a Secret Ballot on this resolution. Please cast your votes now.
Zamykam głosowanie.
I hereby close the vote.
Głosowanie oddano PLN 116 million.
Let me report that there have been 160,953,648 votes cast representing the same number of shares and 89.89% of the share capital with 160,950,772 votes for, 3,376 votes against, and no abstentions. I hereby announce that the resolution on acknowledging the fulfillment of duties by the member of the Supervisory Board, Mr. Stephen Creese, has been adopted. Congratulations, Mr. Creese.
Another resolution to be voted upon shall be resolution number 20 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023, on the acknowledgement for the fulfillment of duties by a member of the Supervisory Board in 2022, this time by the duties of the performed by Dorota Dobija, a member of the Supervisory Board. If you have no questions or reservations there too, I hereby order a Secret Ballot. Please cast your votes now.
Zamykam głosowanie.
I'd like to close the vote now.
Głosowanie oddano PLN 116 million.
Report to you that there have been 160,953,608 and 48 votes cast representing the same number of shares and 89.89% of the share capital with 116,950,272 votes for, 3,376 votes against, and no abstentions. I'd like to announce that the resolution on the acknowledging the fulfillment of duties by Ms. Dorota Dobija as a member of the Supervisory Board in the year 2022 has been successfully adopted. Congratulations. The next resolution to be voted upon is resolution number 21 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023, on acknowledging the fulfillment of duties by Ms.
Monika Marcinkowska as a member of the Supervisory Board in 2022. If there are no reservations or need to discuss this resolution, I hereby order a Secret Ballot on this resolution. Please cast your votes now.
Zamykam głosowanie.
I hereby close the vote.
Głosowanie oddano 116,000,953-
There have been 160,953,648 votes cast representing the same number of shares and 89.89% of share capital with 116,950,272 votes for, 3,376 votes against, and no abstentions. I'd like to announce that the resolution on acknowledging the fulfillment of duties by Monika Marcinkowska as the member of the Supervisory Board has been adopted. Congratulations.
Ostatnią z uchwał.
The last resolution on the releasing of duties of individual members of Supervisory Board is resolution number 22 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023, on acknowledging the fulfillment of duties by Mr. Remco Nieland as the member of the Supervisory Board in 2022. I don't see any remarks or reservations there too. I hereby order a Secret Ballot. Please cast your votes now. I close the vote now. There have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital of the company. With 116,950,272 votes for, 3,376 votes against, and no abstentions.
I hereby announce that the resolution on acknowledging the fulfillment of duties by Mr. Remco Nieland has been successfully adopted. This concludes point 9.7. Now we pass to 9.8, distribution of the profit of 2022. We shall vote on the resolution number 23 of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April, 2023, on the distribution of the 2022 profit. The wording of the resolution, just a reminder, obviously corresponds to the wording of the draft resolutions rendered available in the right format by the bank on its website. I don't see any motion for discussion, any questions or remarks. I hereby open the vote by Open Ballot on the resolution concerning the distribution of the profit for 2022. Please cast your votes now. I close the vote.
Like to report that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital of the company. With all the votes cast for the resolution, no votes against, and no abstentions, I hereby announce that the resolution on the distribution of the 2022 profit, that is resolution number 23, has been successfully adopted. Let us proceed to item 9.9. Three resolutions shall be voted upon, all concerning amendments to the charter of the bank, each pertaining to a different range of amendments. The rationale of all these amendments with regard to each of the draft resolutions have been provided in the materials rendered available to the shareholders.
I don't see anybody motioning for any discussion or asking any questions. I would like to suggest that we should first vote on resolution number 24 of the ordinary General Meeting of ING Bank Śląski of 26th, 2023 on amendments to the charter of ING Bank Śląski S.A. I hereby open the vote. Please cast your votes now. This is going to be an Open Ballot. i hereby close the vote. I would like to report to you that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of share capital, with all the votes, that is 116,953,648 votes cast for, no votes against, and no abstentions.
I would like to announce that this resolution on amending the charter of ING Bank Śląski Spółka Akcyjna has been successfully adopted. Another resolution we shall be voting for is Resolution Number 25 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on amending the charter of ING Bank Śląski Spółka Akcyjna. If there is no need to discuss or no questions to the wording of this resolution, one that stipulates the relevant amendments, I hereby order an Open Ballot. Please cast your votes now. I now close the vote. Let me remind you that there have been 116,953,648 valid votes cast, representing the same number of shares and 89.89% of the share capital, with all the votes cast for the resolution.
That is 160,953,648 votes. No votes against, no abstentions. I'd like to announce that Resolution Number 25 on amending the charter of ING Bank Śląski Spółka Akcyjna has been successfully adopted. We shall now proceed to voting on Resolution Number 26 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 on amending the charter of ING Bank Śląski Spółka Akcyjna. If there are no questions or reservations thereto, I hereby order an open vote on this resolution. Please cast your votes now. I now close the vote.
We'd like to report that there have been 116,953,648 valid votes cast, representing the same number of shares, and 89.89% of the share capital of the company, with all the votes cast for. That is 160,953,648 votes for, no votes against, and no abstentions alike. I hereby declare that the resolution has been successfully adopted. We have thus exhausted item 9.9, assuming 3 charter amending resolutions. We shall now proceed to item 9.10, which also assumes that there will be some resolutions concerning the amendment to the charter of the company be adopted.
What I mean is Resolution Number 27 of the Ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023 concerning amendment to the charter of ING Bank Śląski Spółka Akcyjna to authorize the Management Board to increase the share capital within the limits of the authorized capital and to exclude the pre-emptive rights. The wording of the resolution has obviously been provided to your attention, rendered available on the company's website, including the rationale thereto.
With the rationale obviously explaining why it is obligatory, what is necessary to amend the provisions of the charter. I don't see any remarks, reservations, or questions thereto. I'd like to order an open vote. Please cast your votes now so that we can vote on resolution number 27. I hereby close the vote. In the vote, 116,953,648 valid votes have been cast, corresponding to the same number of shares constituting 89.89% of the share capital. Votes for the resolution, 99,936,469. Votes against the resolution, 17,017,179. No abstentions. I find that the resolution has been adopted. Resolution number 27 has been adopted. We shall pass to item 9.11.
With some resolutions on changes to the composition of the supervisory board. In this respect, the shareholder, ING Bank N.V., submitted proposals of candidates, 2 persons supposed to become part of the supervisory board, Ms. Katarzyna Zajdel-Kurowska and Mr. Hans De Munck. These candidates, along with the relevant consent forms to run as candidates and professional resumes and appropriate documents are presented in the current report, in current report number 10 of 7th April. Also, the shareholder proposed the appropriate resolutions concerning the election of these individuals to the supervisory board. Since, given the current status, the number of the supervisory board members determined at 7, was reduced by 1 as a result of the resignation handed in by Mr. Aris Bogdaneris. The shareholder suggested 2 individuals be appointed to the supervisory board.
Consequently, the Supervisory Board should contain 8 members. The first proposal of a resolution I would like to submit to a vote on the basis of the submission by the shareholder will be the resolution on the determination of the number of Supervisory Board members. Resolution number 28, which suggests that the composition be determined at 8 members. Unless there are any motions to the contrary. There is a motion? Yes, please. Good afternoon. I am a shareholder of 2 entities. I would like to submit a motion that a break be ordered because my instructions do not include any guidelines as to voting on this matter, so I would like to have clarity.
Well, I understand that information on the fact that the agenda would include voting on two specific individuals and extending the Yes, the info on candidates was known, and the manner of voting on the individual candidates was also known. However, what was not known was that a resolution would be voted on changing the number of Supervisory Board members. This is appearing right now, as far as I understand. No, no. This resolution was also presented in the set of resolutions proposed by the shareholder. Of course, if there is need to, you know, for a quick consultation. No, no, it's not a very complex issue. It's more of a technical issue. Since my instructions are not precise in this respect, I would like to just specify it in more detail. Five minutes, will that be enough?
Yes, I do believe so. Okay, technical break, 5 minutes. I would also like to kindly request that you indicate the principles you are acting as a mandate holder of for the minutes. Yes, I represent 2 entities, 2 open-ended funds, Nationale-Nederlanden and PZU Złote Jesienie, open-ended pension funds. Thank you. I understand that you have managed to establish this. I don't know. We've still got some time until the end of the 5-minute break. I don't know if anyone perhaps has also left the room, so maybe let's wait until ten past. Ladies and gentlemen, we have concluded our technical break, so we know everything now.
Consequently, coming back to our subject matter, I would like to submit draft resolution number 28 of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April 2023 to the vote to determine the number of members of the Supervisory Board as 8. If there are no other motions to this, I hereby order a vote, an open vote. Please, cast your votes now. I hereby close the vote. 116,953,648 votes being cast. Corresponding number of shares, 8,980.89% of the share capital. Votes for, 112,607,332. Against, 45,073.
Abstentions, 4,301,243. I hereby declare the resolution adopted. The composition of the Supervisory Board. The Supervisory Board shall be, shall be composed of eight members. We have expanded the composition of the Supervisory Board. As part of item 9.11, we have the election of the Supervisory Board members. The candidates submitted. Two candidates were submitted, Ms. Katarzyna Zajdel-Kurowska and Mr. Hans de Munck. Anyone of those present of the attendees would like to take the floor? Are there any other motions? If there are none, I hereby submit to vote the draft resolution.
Draft Resolution number 29 of the ordinary General Meeting of ING Bank Śląski S.A. of the 26th of April, 2023 on changes to the composition of the Supervisory Board with regards to the appointment of Katarzyna Zajdel-Kurowska and with regard to determination of satisfaction of the provisions of the Banking Law Act. This is suitability assessment. Just to remind you, draft resolution was presented in the, in current report number 10 of the 7th of April, 2023. It is also available with the whole set of updated drafts on the website of the bank under the tab concerning the General Meeting. I hereby open the vote by Secret Ballot on this resolution. Please cast your votes now.
Zamykam głosowanie. I hereby close the vote. W sprawie uchwały numer sto szesnaście. 116,953,648 valid votes have been cast representing the same number of shares constituting 89.89% of the share capital. Votes for the resolution 112,608,030, against 47,189 votes, and abstentions 4,298,429. I find that the resolution on the appointment of Ms. Katarzyna Zajdel-Kurowska as member of the supervisory board has been adopted. Congratulations. Another resolution...
Voted on as part of the present item on the agenda is resolution 30 of the ordinary General Meeting of Bank Śląski, ING Bank Śląski Spółka Akcyjna of the 26th of April, 2023, on the change of the Supervisory Board composition with regard to the appointment of Mr. Hans De Munck as member of the Supervisory Board and also assessing this satisfaction of the appropriate requirements of the Banking Law Act suitability assessment. Just like in the case of the previous resolution, its draft accompanied information submitted in the current report 10 of 7th April. Unless there are other motions, comments, need for discussion, I suggest we pass to the vote. Cast your votes. Please cast your votes now by Secret Ballot on the resolution concerning the appointment of Mr. Hans De Munck to the company Supervisory Board.
Zamykam głosowanie. I have now closed the vote. I would like to report that there have been 116,953,648 valid votes cast representing the same number of shares and 89.89% of capital, share capital, with 112,608,030 votes for, 47,189 votes against, and 4,298,429 abstentions. I would like to announce that the resolution on the changes to the composition of the Supervisory Board and appointing Mr. De Munck as the member has been successfully adopted.
This concludes item 9.11, and we proceed to 9.12, which will be the adoption of resolution number 31 of the ordinary General Meeting of ING Bank Śląski Spółka Akcyjna of the 26th of 2023 on assessing the satisfaction by the members of the supervisory board of the requirements referred to in Article 22aa of the Banking Law Act, this suitability assessment. According to the wording as provided and rendered available to the shareholders, there are 6 persons and 6 members of the supervisory board listed in the draft resolution, all subject to the aforementioned assessment. They all comply with the applicable requirements provided in Article 22aa of the Banking Law Act. There is no need for discussion on this resolution. I don't see any motions. I hereby order a Secret Ballot. Please cast your votes now.
Zamykam głosowanie. I close the vote. Let me report that there have been 116,953,648 valid votes cast representing the same number of shares, and 89.89% of the share capital, with 112,608,030 votes for, 47,718 votes against, as well as 4,298,000 abstentions. I announce that the resolution has been successfully adopted. We have thus exhausted the agenda of this general shareholders' meeting. Under item 10 of the agenda, I hereby announce that this General Meeting of the shareholders of ING Bank Śląski S.A. is closed.
Having said that, I would like to thank you all for participating in the meeting and all the resolutions and decisions made. Thank you very much.