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

Good morning, ladies and gentlemen. I'm Grzegorz Olszewski. I'm the President of the Management Board of Alior Bank S.A. I would like to welcome you on today's Extraordinary General Meeting of Shareholders of Alior Bank. And I have a privilege to open today's meeting. And I would like to inform you that the conduct of this meeting is recorded by the equipment registering the sound and image, and we will vote with the use of the special electronic devices for voting. I would like to ask the representative of Unicomm company responsible for voting system to explain to us the voting system.

So at the moment of opening the vote on your screens of your tablets, you will see yes, no, abstention buttons. You choose the decision that you would like to take. Then when you choose a decision, then you'll move to the next screen and then your decision is flashed there, and then you confirm your decision to cast your vote. If you may -- so I think that this technique is easy to you, but if there are any problems, of course, we are at your service here in the room, and we can help you with solving any technical problems. Thank you very much.

I would like to inform you that when we -- now we appoint the Chairman for today's meeting. And could you please put forward your candidates to chair today's meeting -- Extraordinary Meeting.

Good morning. [ Iwona Lewinska ], I'm the representative of the Powszechny Zaklad Ubezpieczen Spólka Akcyjna. I would like to propose Mr. [ Szymanski ] to Chair today's meeting. Are there any other candidates? Do you agree, Mr. [ Counsel ] to chair today's meeting? So I order the vote on the appointment of Mr. [ Szymanski ] to perform the function of the Chairman of today's meeting. So resolution #1, on election of the Chairperson of the General Meeting of Shareholders of the bank, pursuant to Article 409 of the Code of Commercial Companies. Here by, Mr. [ Szymanski ] is to be appointed the Chairperson of the Extraordinary General Meeting of the Shareholders. So could you proceed with your vote on this candidate please? [Voting]

Has everyone voted? I can't see any other candidate or any other -- any reservations regarding the voting. So I close the vote, and I will read the result of the vote. The result is as follows: So 93,800,087 valid votes. This is the number of votes represented by the shareholders. 39,800,086 votes for yes. There were no votes against and the 1 vote abstained from the vote. I would like to confirm that this resolution has been adopted in secret ballot. Do you accept your nomination, Mr. [ Counsel ]?

Yes, I do.

And now I give the floor to Mr. [ Szymanski ] to Chair today's meeting. Please, Mr. [ Counsel ] take your seat.

Ladies and gentlemen, I will continue the meeting in a moment. I would like to ask for the attendance list with the signatures of the shareholders on it. So I signed the attendance list, and I would like to confirm that there are 93,800,083 shares represented at this meeting with the same number of votes. This is 71.84% of the share capital. And so because we have to also submit any other statements, so this General Meeting of Shareholders was convened on the basis of the current report and through the announcement displayed on the company's website, and it was convened upon the request of the authorized shareholders in accordance with the Commercial Companies Code and the statute of the company. This meeting is valid, no matter how many shares are represented at it. So I would like to confirm that this General Meeting of Shareholders was convened properly and is capable of adopting binding resolutions regarding the items on the agenda plan for today. And also, I would like to tell you that all the draft resolutions and all the documents that are necessary for the consideration of the matters on the agenda were given for the public opinion and are displayed on the company's website. So I will not read the draft resolutions in full. I will refer to what you already know. And ladies and gentlemen, as part of our procedure, we move to point #4, it means the adoption of the agenda. Are there any suggestions regarding our agenda? No, there aren't any. So I now order a vote on -- this is open vote on the adoption of agenda of the Extraordinary General Meeting of the bank. So could you please cast your votes on this resolution? So if there is any technical problem, could you please refer this problem to us and together with the entity responsible for the voting system, we'll solve this problem. So go ahead with your vote. [Voting]

So I understand that everyone has voted. So could you -- so now I will read the result of the vote. So with regard to this resolution, there were 93,800,086 votes for yes, from the same number of votes representing 71.84% of the share capital of the company. All the votes are for yes, no votes against or abstention. So this resolution was adopted unanimously. So now we move to point #5, adoption of resolutions on changes in the composition of the Supervisory Board of the bank. And I now expect your motions and proposals. So I can see one hand raised. Could you please introduce yourself?

[indiscernible] I'm the representative of PKO BP banking open pension fund. And I would like to ask for recalling Mr. Kucharski from the Supervisory Board of the bank.

Could you please repeat the name and surname of him?

Artur Kucharski.

Are there any other motions in this area, ladies and gentlemen? I can see another hand raised. Could you please introduce yourself?

[indiscernible] I am the representative of NN OFE. I would like to ask for the break to our [indiscernible] vote.

So if you need a break, so 5-minute break is okay, maybe 5, 7 minutes is okay. So maybe 5-minute break and then we extend the break. So I order a 5-minute technical break, and then we will resume the conduct.

Ladies and gentlemen, we are ready to resume the session. So we make sure first, and then we resume this session after the break. The active participants in this meeting who are standing in our lobbies, please be seated. So we are now -- subject to resolution changes in the Supervisory Board of Alior Bank [indiscernible]. As regard dismissal of Mr. Artur Kucharski as the member of the Board, you know the draft resolution has been published on the website and also in a current report. So I only put in the name -- first and second name of the person to be dismissed into this resolution. Any comment on this resolution? If not, this will be a secret ballot. Please exercise your voting right to dismiss the member of the Supervisory Board of the bank. [Voting]

If everyone has voted, please close the vote and give me the results. Ladies and gentlemen, 93,800,086 valid votes have been cast, represent the same number of votes representing 71.85% of the share capital. For 51,105,382 for, against 23,244,983 against, and abstentions 19,449,721. So I state that this resolution has been adopted. So now we have a vacancy in the Supervisory Board, but a candidate has been proposed, which has been -- the data on this candidate have been submitted to you for -- making it possible for you to consider this person as a possible candidate. So Mr. [indiscernible] has been proposed as a candidate. And all the statements about his consent to be a candidate have been submitted to the bank. Has any one of you any motions related to the appointment of a new person to the Supervisory Board? If there are no motions of this type, I will ask you to vote on the resolution that has been presented to you. In the current report presented on the website, [indiscernible] has been proposed. So this is -- so we also appraised the suitability of this contingency and also appoint Mr. [indiscernible] to the Supervisory Board. Any comments or doubts on your part? No. So I will call for a secret ballot, please exercise your voting rights. [Voting]

Please check if all the tablets have registered correctly your voting right outcomes. We have a confirmation from the technical service that it is so. And then please close your vote. Ladies and gentlemen, 93,800,086 valid votes were cast, representing the same number of shares, representing 71.85% of the share capital. For 63,301,382 for, against 23,244,983 against, and abstentions 7,253,721. So [indiscernible] that the stated -- this resolution has been adopted. And item 6 of our agenda is regarding the incurring the costs of convening and holding the Extraordinary Meeting. And you have been provided earlier with the draft resolution. And according to this draft, it is the bank that will incur these costs. Any other -- any different proposal on your part? No. So now we have an open vote on this resolution. Please exercise your vote in right. [Voting]

As soon as the system registers all the votes, please close the process and present the results. 93,800,086 valid votes were cast, representing the same number of shares and also representing 71.85% of share capital. 82,786,335 for, 11,006,445 votes against and abstentions 7,286 votes were abstentions. So we have exhausted the agenda of our meeting today. Thank you very much for your presence and exercise your corporate rights. And I hereby close the meeting. [Statements in English on this transcript were spoken by an interpreter present on the live call.]