Alior Bank S.A. (ALR) Earnings Call Transcript & Summary

[Foreign Language] So I open today's general meeting of shareholders of Alior Bank. And I inform you that the conduct of this meeting is recorded by means of recording devices, registered devices. This is the picture and the sound, and also it's transmitted online in Internet. So the vote will be held with the special equipment, voting equipment. And I would like the representative of UNICOM Company to give us the rules of vote.

Good morning, ladies and gentlemen. So each of you received a tablet. So in your data link, you can check your details. Then we have another key with the documents where you can find all the information, which could be used during this meeting. And the vote is very easy. When it is announced, on the screen, you can see the title of the vote and the 3 decision keys, and you have to choose 1 of the decisions. And then it will -- you will be moved to the next screen, and then you have to press the confirmation button. And if you [indiscernible] -- go back to the first screen with return button, choose the right decision. And then again, go to the next screen for confirmation. So if you have any questions, of course, I am at your disposal throughout the meeting. So please ask any questions if you have any. Thank you very much.

[Foreign Language] Before we march, are there any candidates? I can't see any. So I have a question to the Council, Kwasnicki, do you agree to be the Chairman of today's meeting?

Yes, I do. I accept this nomination. Thank you very much indeed.

So I order the secret vote on the draft resolution regarding the appointment of Mr. Kwasnicki to become the Chairperson of today's meeting. Could you please cast your votes on his candidacy? [Voting]

And I don't know whether you could see the resolution or shall I read the resolution, or you see also the resolution? So I will read this resolution. So this is resolution #1/2021 of the Annual General Meeting of Shareholders of Alior Bank Spólka, dated 28th of May 2021, on the appointment of the Chairperson of the General Meeting of Shareholder of the Bank. Pursuant to Article 409(1) of the Code of Commercial Companies and 16(1) of the Articles of the Association of Alior Bank S.A., the Annual General Meeting of Shareholders of the Bank appoints Mr. -- the Council, Radoslaw Kwasnicki to act, as the chairperson of the Annual General Meeting of Shareholders and the resolution shall enter into effect upon its adoption. And on the secret vote, we have 69,393,891 votes. Yes, out of 69,393,891 value, the votes representing 53.15% share capital of the -- percent of the share capital. So congratulations to the chairperson, and I give the floor now to the chairperson.

Thank you very much for your trust. And I move now to the proceeding of today's meeting in accordance with the agenda. I would like to welcome the members of the Supervisory Board, the Madam President, members of the Supervisory Board. The notary also public is with us. And we start today's work. I would like to make a few statements, and I would like to ask for the attendance. So I'd like to confirm that we have 93 shareholders present who are entitled to 63 -- over 63 million votes and shares. And I am signing this attendance less and then a number of shares and votes is 53.15% of the share capital of the company. The announcement on calling the meeting was displayed on the company's website on the 29th of April in the form of the current report 7/2021 in accordance of the binding regulations, and this meeting is valid, was convened properly and is capable of adopting binding resolutions regarding the scope of the agenda. And so the draft resolutions that will be debated today were published in the manner in accordance with the law on the company's website and also in the current report 7/2021, which was made public on the 29th of April this year. Then on the 7th of May, the shareholder of the company PZU S.A. proposed another item to the agenda, the point regarding the changes in the Supervisory Board together with the draft. And this information was published, it was announced both on the company's website and also in the current report 9/2021 dated 7th of May. The draft resolutions, which will be debated today have been made available on your tablets that you have in front of you. Therefore, I will not read the draft resolutions. If you don't have any doubts about this information, so I would like now to put forward the motion at all the votes should be in secret voted. I'd also like to draw your attention to the fact that taking into -- refer the Article 418 of the Commercial Companies Code that shareholder may vote differently from each share held by him or her. Therefore, now we move to point #4 on the agenda regarding the adoption of the agenda of the General Meeting of Shareholders of the Bank in accordance with the drafted agenda. So I order the secret vote, Resolution #2/2021. Please cast your votes. [Voting]

Has everyone voted? I close the vote, and I would like to see the results of the vote. So the resolution has been adopted unanimously. We had 69,393,891 votes. And therefore, I would like to confirm that this resolution has been adopted. Now I would like to move to point #5 on the agenda. And I will combine these points from 5 to 7, taking into account also the fact that they are 1 [ substantive ] fees. And so now I move to point number 8a of the agenda. And I put on the Resolution #3, regarding the approval of the report on the activities of the Supervisory Board of Alior Bank Spólka Akcyjna financial year ended on 31st of December 2020. And I order the secret vote. So could you please cast your votes now. [Voting]

Has everyone voted? I close the vote, and I would like to see the result of the vote. So we have the votes for you 69,110,790, no votes against; abstention, 283,101 therefore, I would like to confirm that this resolution has been adopted. At this point, I move to point 8b and Resolution #4 on the review and approval of financial statement of Alior Bank Spólka Akcyjna for the year ended on 31st of December 2020. I order the secret vote on this. Could you please cast your votes? [Voting]

Has everyone voted? So I close the vote, and I would like to read the results. So we have the results for you, 69,110,790, no votes against; abstention 283,101. And I would like to confirm that this resolution has been adopted. At this point in point 8c, I order the vote on Resolution #5 on the review and approval of consolidated financial statements of Alior Bank Spólka Akcyjna Capital Group for the year ended on the 31st of December 2020. And please cast your votes on this Resolution #5. [Voting]

Has everyone voted? So I close the vote. And I would like to read the results of the votes for you 69,110,790 no votes against, abstentions, 283,101. Therefore, I would like to confirm that the resolution has been adopted. At this point, I move to Resolution #6, and I order the vote on this draft. This is the resolution regarding the review and approval of the report of the management board on the activity of the Alior Bank S.A. Capital 2020, comprising the report of the management board on the activities of Alior Bank S.A. and the report of the Alior Bank S.A. Capital Group on nonfinancial information for 2020. I would -- so I would like to inform you that when I read the title of the draft resolutions, so the voting devices are ready for the vote. So this is the information for those shareholders who represent the financial shareholders, and they vote differently from their [ packages ] of show. So I would like to ask you whether you cast your votes, yes, so then I close the vote. And then read the results, 69,110,790, these were the votes for yes; against, zero votes; abstentions, 283,101. I would like to confirm here that the resolution has been adopted. At this point, I move to point #9 on the agenda. And we will consider Resolution #7 on how to cover the loss for the financial year 2020. I order the secret vote on this resolution. Could you please cast your votes? [Voting]

Has everyone voted? I close the vote, and I will read the result of the vote now. So please, I need to check whether everyone has cast their votes. Yes, the resolution was adopted unanimously. We have the votes for you 69,393,891. And therefore, I move now to point 10 of the agenda, and I combine it with point #11. These points refer to granting discharges to the members of the Management Board and of the Supervisory Board. I would like to remind you about Article 413 of the Commercial Companies Code, which contains limitations on voting for himself or [ themselves ], so that is why I will read the names of the persons to whom the discharge is to be given. So this is Resolution #8 regarding the discharge of the member of the management board, Madam Iwona Beata Duda for the performance of the Vice President of the management board of the bank during the period from -- between May 12, 2020 and 31st of December 2020. I order the secret vote on this discharge. [Voting]

As for the next resolutions, I will read the number, and I will give the name and the surname of the person and the function of this person who will be voted on. My question is whether you cast your vote? So I close the vote, and I will read the result of the votes. So we have 69,097,284 votes for yes, zero votes against and abstention 296,607. Therefore, I would like to confirm that this resolution has been adopted. Congratulations to madam, our President. So this is a rather unique situation that the discharge is granted unanimously. So congratulations to you. I move to Resolution #9/2021. This resolution refers to Maciej Brzozowski, Vice President of the Management Board of the Bank. I order the vote on this discharge. Could you please cast your votes? [Voting]

The voting devices are ready. Also at the moment, when I am reading the title of the resolution. Has everyone voted? So I close the vote. And I would like to see the result of the vote. So we had 69,097,284 votes for yes, zero votes against, abstention 296,607. Therefore, I would like to confirm that this resolution has been adopted and also congratulations. Then resolution #10 regarding the granting of discharge to Mr. Seweryn Kowalczyk. I order the secret vote on this candidate, and please cast your votes. [Voting]

Has everyone voted? I am not closing the vote yet because one person is still voting, and I close the vote now. So we had 69,097,284 votes for yes, no votes against and abstentions 296,607. Therefore, I would like to confirm that this resolution has been adopted. Congratulations. Then we have Resolution #11/2021, regarding the discharge granted to Agata Strzelecka for the performance of her duties as Vice President of the management board of the Bank. I order the secret vote on her, and please cast your votes. [Voting]

Has everyone voted? So I close vote, and I will read the results of the vote. So the votes for 69,097,284; zero votes against and abstentions 296,607. Therefore, I would like to confirm that this resolution has been adopted and also congratulations. At this point, I move to Resolution #12/2021. Regarding the granting of the discharge to Mr. Dariusz Szwed. I order the secret vote on this, and please caste your votes. [Voting]

Has everyone voted? So I close the vote. And could you please give you the result? I will read it. So the votes for 69,097,284, no vote against and abstentions were 296,607. So I would like to confirm that this resolution has been adopted and also congratulations. This is Resolution #13 regarding the granting of discharge to the President of the Management Board of the bank during the period between January 1, 2020 until May 2020, Mr. Krzysztof Kamil Bachta. So I order the vote, secret vote. And could you please cast your votes? [Voting]

Has everyone voted? Yes, so I close the vote. And we have the votes for, 69,097,284. There were no votes against and abstentions, 296,607. Therefore, I would like to confirm that this resolution has been adopted, and also congratulations. This is Resolution #14 refers to the granting of the discharge, the Vice President of the Management Board of the Bank. Mr. Tomasz Pawel Bilous. And I order the secret vote. So could you please cast your votes on this resolution? [Voting]

Has everyone voted? Yes. So I read the result of this vote. So we have the votes for, 69,097,084. There were no votes against and abstentions, 296,607. Therefore, I would like to confirm that this resolution has been adopted, congratulations also. Resolution #15/2021, referring to the granting of the discharge to Marcin Miroslaw Jaszczuk, for the performance of his duties as the Vice President of the Bank. I order the secret vote. Could you discuss your votes now? [Voting]

Has everyone voted? I close the vote, and I would like to read now the result of this vote. So we have the votes for 69,097,284, and no votes against and abstentions 296,607. Therefore, I would like to confirm that this resolution has been adopted. Congratulations. At this point, I put under vote the Resolution #16, regarding the granting of discharge to Agnieszka Irena Nogajczyk-Simeonow for the performance of her duties as Vice President of the Management Board of the Bank. I order the secret vote. Could you please cast your votes now? [Voting]

So has everyone voted? I close the vote, and I will read the result of the vote now. So we had 69,097,284 votes for yes. We had no votes against, abstentions 296,607. Therefore, I would like to confirm that the resolution has been adopted. At this point, I put under vote Resolution #17. Regarding the granting of the discharge to Mateusz Poznanski, Vice President of the Management Board of the Bank. I order the secret vote. Could you please cast your votes? [Voting]

Has everyone voted? I close the vote, and I will read the result of the vote. So we had 69,097,284 for yes. We had no votes against and abstentions 296,607. Therefore, I would like to confirm that this resolution has been adopted. At this point, I move to Resolution #18 regarding the granting of discharge to Mr. Marek Rafal Szczesniak. And I order the secret vote, could you please cast your votes now? [Voting]

Has everyone voted? So I close the vote, and I will read the result of this vote. So we have the votes for yes 69,097,284 votes; against, zero vote and abstentions, 296,607. Therefore, I would like to confirm that this resolution has been adopted. As part of Item 11, I would now like to put under both the items, the resolutions that concerns the members of the Supervisory Board. So now I would like to put to vote Resolution #19/2021, granting discharge to Mrs. Aleksandra Agatowska as member of the Supervisory Board for the performance of her duty. So please cast your votes now. [Voting]

Has everyone voted? There's one person, the vote is going on. Thank you. Now I close the vote. And please, could I have the results? In favor, 67,482,102; against 1,615,182; abstentions, 296,607. Therefore, this resolution has been adopted. Now draft Resolution #20, on granting discharge to Mr. Ernest Gerard Bejda, member of the Supervisory Board. I now open a secret vote. [Voting]

Has everyone voted? Then I close the vote. For, 67,482,102 votes; against 1,615,182 votes; abstentions, 296,607. Therefore, I declare that this resolution has been adopted. And now I would like to move to draft Resolution #21/2021 on granting discharge to Mr. Mikolaj Jerzy Handschke, as a member of the Supervisory Board of the Bank, who was also temporarily seconded to act in the capacity of Vice President of the Management Board of the Bank. This is a secret ballot. So please cast your votes now. [Voting]

Has everyone voted? Therefore, I close the vote. For the resolution of 67,482,102 votes; against, 1,615,182 votes; abstentions, 296,607 votes. Therefore, I declare this resolution has been adopted. And I congratulate you. Now resolution #22/2021 on granting discharge to the member of the Supervisory Board, Mr. Artur Jaroslaw Kucharski, I now order a secret vote, so please cast your votes now. [Voting]

Has everyone voted? Therefore, I close the vote. Can I have the results, please? For, 67,482,102 votes; against 1,615,182 votes; abstentions, 296,607 votes. Therefore, I declare this resolution to have been adopted. Now I would like to move to Resolution #23/2021 on granting discharge to Mr. Wojciech Andrzej Myslecki, member of the management board -- sorry, Supervisory Board of the Bank. So please, could you cast your votes now? [Voting]

Has everyone voted yet? Therefore, I close the vote, and could I have the results, please? For, 67,482,102; against 1,615,182; abstentions, 296,607. Therefore, I declare this resolution to have been adopted. And I congratulate you. Now I would like to move to Resolution #25/2021 on granting discharge to Mr. Marek Pietrzak as member of Supervisory Board of the bank. And now I would like to open a secret vote. [Voting]

Has everyone voted? Therefore, I close the vote, and I ask for the results then. For, 67,482,102; against, 1,615,182; abstentions, 296,607 votes. Therefore, I declare this resolution to be adopted. Now I would like to move to draft Resolution #25/2021 on granting discharge to Mr. Robert Pusz, member of the Supervisory Board. So now I open a secret vote and please cast your votes now. [Voting]

Has everyone voted yet? I see one person's raising their hand, thank you. Okay. So I close the vote now. For, 67,482,102 votes; against 1,615,182 votes; abstentions, 296,607. Therefore, I declare this resolution to be adopted, and I congratulate you. Now Resolution #26/2021 on granting discharge to Mr. Marcin Eckert, member of the Supervisory Board. I now open a secret ballot and please cast your vote now. [Voting]

Has everyone voted? Therefore, I close the vote, and I would like to ask for the results. For, 67,482,102 votes; against 1,615,182 votes; abstentions, 296,607. Therefore, I declare this resolution to be adopted, and I congratulate you. Now moving to Resolution #27/2021 on granting discharge to Mr. Dariusz Ireneusz Gatarek as a member of the Supervisory Board. I now open a secret vote. Could you please cast your vote now? [Voting]

Has everyone voted? Therefore, I close the vote. I asked for the results. For, 67,482,102; against, 1,615,182; abstentions, 296,607. Therefore, I declare this resolution to be adopted, and I congratulate you. Now I would like to order vote on the Resolution #28/2021 on granting discharge to Mr. Tomasz Pawel Kulik. The Chairman of the Supervisory Board of the bank during the period between January 1, 2020 and 20 May 2020. Now I would like to order the vote then. [Voting]

Has everyone voted yet? Therefore, I close the vote. And I ask for the results. For, 67,482,102 votes; against, 1,615,182 votes; 296,607 abstentions. Therefore, this resolution has been adopted. And now I would like to move to the vote on Resolution #29/2021 on granting discharge to Mr. Maciej Bogdan Rapkiewicz, member of the Supervisory Board of the Bank between January 1, 2020 and 20 May 2020. And so now please cast your votes. [Voting]

Has everyone voted? Therefore, I close the vote, and I ask for the results, For, 67,482,102 votes; against, 1,615,182 votes; abstentions, 296,607 votes. Therefore, I declare this resolution to be adopted. Now I would like to move to Item 12 of the agenda, which is the opinion, consideration of the opinion on the remuneration reports submitted by the Supervisory Board on -- so now I open the vote on resolution #30/2021. This is a secret ballot. So please cast your vote now. [Voting]

Has everyone voted? Therefore, I close the vote. I would like to ask for the results then. For, 63,138,424; against 6,255,467; 0 abstentions. Therefore, this resolution has been adopted. Now I would like to move to Item 13 of the agenda, which is the position of the ordinary general meeting regarding the assessment of the functioning of the remuneration policy in effect at the bank. So it's Resolution #31/2021, and I open a secret vote on this resolution. [Voting]

Has everyone voted? Therefore, I close the vote. Can I have the results? For, 69,110,790; against, 0; abstentions, 283,101. Therefore, this resolution has been adopted. Now I move to Item 14 of the agenda on amendments to the Articles of Association of the Bank. And now I would like to put to vote Resolution #32/2021. This is the resolution concerning Paragraph 7 -- Section 7, Paragraph 2 of the Articles of Association of the Bank. So now I open a secret vote on this resolution. [Voting]

I would like to remind you that changes to the Articles of Association require qualified majority. And they become effective as of their registration in the national natural register -- national court register. So has everyone voted yet? Therefore, I close the vote, and I would like to ask for the results. For 69,364,792, which is 99.95% of the votes; against, 29,099 votes. Therefore, this resolution was adopted. Now I move to Resolution #33/2021, also concerning amendments to the Articles of Association of the Bank. I open a secret vote concerning Paragraph 17 to 1 of the articles. [Voting]

Has everyone voted? If open, I close the vote. For, 69,364,792, which is 99.95%; against 29,099 votes; 0 abstentions. Therefore, I declare this resolution to be adopted. Now I would like to move to Item 15 of the agenda, which is -- we have a motion. Please introduce yourself and tell us if you're a shareholder or representative proxy of a shareholder.

Marta Milewska, PZU S.A., I, on behalf of the shareholder, I would like to motion for break -- announcing the break in this ordinary shareholders meeting until the 7th of June 2021, to -- for the meeting to be resumed on this -- in this very place on the 7th of June. And I submit the draft resolution in this regard to you, Chairman.

Yes, I have obtained the motion in writing. I have a question to the management board. Is it possible to reserve this room in -- on this date? All right. This is an organizational motion. So I will put it under a vote outside the agenda. This is -- it belongs to good practice to have the time for reflection rather than not to have it. I now open a secret vote. And I also would like to note that it has to have 2/3 of the votes cast in order to be adopted, this sort of organizational resolution. [Voting]

Has everyone voted yet? If not, then I close the vote. The vote is still going on. No. Actually, we have to anneal. We have to anneal this vote because I -- because some of the shareholders have not managed to cast the vote. So therefore, I would like to resume the procedure. [Voting]

So let me ask again, has everyone voted? If yes, then I closed the vote now. This resolution has been adopted. For, 62,218,000, which is 89%; and against, 6,099; abstentions, 7,169,456. Therefore, acting pursuant one to the Resolution #34/2021 of this ordinary shareholders meeting, I would like to announce a break until -- in this meeting until the 7th of June, 10:00 a.m. The resumption of the meeting will take place on the 7th of June at 10:00 a.m. in the seat of the bank at Lopuszanska 38C, 02-232 Warsaw, in the Training and Educational Center, so in this very same place that we are now. I would like to thank everyone, and congratulate the Supervisory Board members and the management board members for the positive vote of discharge. And I would like to now see you on the 7th of June. Thank you.