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

Good morning, ladies and gentlemen. Radoslaw Kwasnicki, I was appointed the Chairman of today's General Meeting of Shareholders, which -- and now we hold the second part of this meeting. So in a formal way, I would like to remind you that the resolution #30 for [ May 2021 ], the break was adopted until the 7th of June this year, until 10 a.m. At this point, I am signing the attendance. And I would like also to confirm that the number of represented shareholders is 37, who are authorized to 63,049,131 shares and the same number of votes at the meeting. So the statements made by me, the first part of this meeting are, of course, still binding regarding the completion of the agenda for the meeting. So I would like to confirm that also during the second part of today's meeting, this meeting is capable of adopting further resolutions, which are on the agenda. Any motions, especially the motion regarding the separate vote and the principles regarding the procedure referring to not reading the resolutions are still binding until the moment anyone raises objection. So I would like to ask you whether you wish me to tell you the way of casting the vote. Sorry, there is some technical matter. So ladies and gentlemen, so we have 91 shareholders present at the meeting who are authorized to 69,387,800. This is 53.14% of the share capital, entitling them to the same number of votes at the meeting. So of course, the other statements are still binding. The question to you is whether the instruction how the vote should be delivered to you. No, I can't see any such request. So I would like to inform you that each of the shareholders may cast their votes differently from each share hold and the agenda was announced and adopted during the first part of the meeting -- general meeting. I would like to remind you that we went through from 1 to 14 points on the agenda. That is why I move to point #15 on the agenda. This is namely the changes in the bank's Supervisory Board. So could you please introduce yourself?

[ Marka Milewska ], the representative of PZU S.A., acting on behalf of PZU S.A., the shareholder of the bank, pursuant to paragraph 32 of the regulations of the general meeting of shareholders. I would like to propose the candidate of Filip Majdowski and Dominik Witek to be the members of the Supervisory Board. At this point, I would like to present a short CVs. Filip Majdowski is the graduate of the master's and doctoral studies at the Faculty of Administration of the Warsaw University. Also the member of the International Fiscal Association. He's the author of several publications in the fiscal law in Polish and foreign periodicals and Filip Majdowski performs the function of the Deputy Director in the tax systems in the Ministry of Finance. And he's heading the works of the digital economy matters and also the electronic trading and the new technologies. And prior to joining the public services, he worked in the consulting companies from the Big 4 and also in the financial sector. Dominik Witek, our second candidate, is a graduate of the Law and Administration Department of the Rzeszów University. He is the legal counsel and the barrister. He also completed the managerial studies, obtaining the MBA title. From 2017, he was running his own law office. And then in 2019-2020, he was employed as the legal counsel in ORLEN Poludnie, where he participated in the complex servings for the ORLEN companies. Now he is a member of PZU S.A.

And also on behalf of the shareholder, I would like to inform you that the shareholder assess the candidates to the Supervisory Board and also this adequacy assessment was made on the basis of the documents submitted to the shareholder and also the statements by the candidates also on the basis of the analysis -- legal analysis resulting from the binding line also upon the confirmation and the fulfillment of the requirements under the banking law and also after the assessment of the adequacy rules. And as a result of this assessment, the shareholder confirmed that each of the candidates fulfills the requirements and also the adequacy rules. And in accordance with the statements made, the candidates are not doing any conflicting business to the bank and also they are not sitting on the civil or capital companies in the governing bodies of such companies. And in the accordance of the statements made, the candidates are not also in the register of insolvent debtors under the court register law. So for some formal issues on the 29th of June 2017, the resolution was adopted number 32/2017, which define the number of the members of the Supervisory Board and indicated also the numbers from 5 to 8. And in accordance of the documents that was submitted to me, at this moment, we have 2 vacancies. So 2 candidates were proposed. And if these candidates are accepted, so namely the resolutions appointing them are adopted, so then the composition of the Supervisory Board will still be correct. And taking this into account and taking into account that the proposals was submitted regarding the appointment of the members of the Supervisory Board, there were no other proposals regarding the dismissals and the requests regarding the determination of the numbers of the members of the Supervisory Board. So I now order the vote on these 2 candidates. So I order the break is 10:07. So the meeting will be resumed at 10:12. Five-minute break now. [Break]

Gentlemen, we have a motion for the extension of the break for another 3 minutes. So we resume the conduct of today's meeting at 10:15. In meantime, do we have the drafts of the resolutions ready? And they will be -- the names and surnames will be displayed on the screen. So could you please, in meantime, could you please take from the shareholder the names and surnames of the candidates just to show them on the screen, so then when we resume the debate of today's meeting, we have everything ready. Thank you. [Break]

Gentlemen, since there are no further motions for the extension of the break, I would like to move to point #15 on the agenda. So we have 2 candidates proposed, Filip Majdowski and Dominik Witek. And I will put under vote these candidates in a moment. This will be the secret ballot and in accordance -- and to my knowledge, also on the base of the document that I have received, the candidates, of course, full requirements of the law dated the 16th of February 2016 on managing the state assets and also in accordance of the regulations of the company. So could you please prepare the draft of the resolution to be displayed on the screen? And this is the resolution regarding Filip Majdowski to be the member of the Supervisory Board of the company. So I order the secret ballot on it. And could you please cast your votes on this candidate? [Voting]

Has everyone voted? I close the vote, and I will read the result of the vote now. So we had 62,608,781 votes for yes against 6,437,056 and abstentions, 341,893. That is why I would like to confirm that this resolution has been adopted. At this point, move to the draft of resolution of the appointment of Mr. Witek to be the member of the Supervisory Board. I order secret ballot on this candidate. And could you please cast your votes? [Voting]

Has everyone voted? So I close the vote. And could you please give me the result of the vote? So we have 62,608,071 votes for yes against 6,537,156 votes and abstentions, 341,893. Therefore, I would like to confirm that this resolution has been adopted. At this point, I move to point #16 on the agenda. And I would like to confirm that the agenda has been debated in full. And I declare this meeting closed, and I would like to wish you a nice day and a nice week. All the best to you. Thank you for your attention. [Statements in English on this transcript were spoken by an interpreter present on the live call.]