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

Good morning, ladies and gentlemen. We would like to welcome you at this General Meeting of Shareholders of Alior Bank. We stopped at the 17 point on the agenda. I would like to welcome the representatives of shareholders and also the representatives of the Management Board and of the Supervisory Board and all the employees of the company. So today's general meeting of our shareholders will be conducted smoothly. And I will give the floor to Mr. Kanso as the Chairman of the General Meeting of Shareholders, started on the 26th of April 2024 during the first part of this meeting. I would like to assume the meeting, and I open the second part of the general meeting. And I would like to inform that the Resolution #3 2024 of the General Meeting of Shareholders of Alior Bank dated 26th of April 2024 was stayed at the break till today and the wording of the resolutions that were taken before the break were displayed on the company's website on the 26th of April 2024 and also were announced in the form of the current report 17/2024 in the tab Investor Relations. So I would like to ask for the attendance list and also the number of attendees. Thank you very much for this. I have the attendance list in front of me. I am signing this list. This attendance list could be viewed by the shareholders during today's debate at the meeting. And I would like to inform you in the same time that today, we have 93,400,000 shares represent and with the same number of shares, which has been 71.56% of the share capital, and the announcement of this meeting was displayed on the company's website on the 7th of March 2024. It was published in the form of the current report 9/2024 in the tab Investor Relations. In accordance with [article 1 and 8] of the Commercial Companies Code, this meeting is valid despite the fact how many shares are represented at the meeting. Therefore, today's meeting was convened formally under Article É of the commercial companies code. And this is properly convened and is capable adopting binding resolutions. I would like also to confirm that the resolutions on the agenda for today's meeting were published on the company's website at the address of www.aliorbank.pl and also in the form of the appendix to the current report #9 2024 that was submitted for the public attention on the -- and also, they are available on tab these resolutions that were on the -- [Indiscernible] distributed to the shareholders and their proxies. And therefore, I would like to propose that as it was during the previous meeting, so that the voting on the resolutions are held without necessary of reading the wording of the resolution. So I cannot see any comments on this proposal, but if someone has any doubts about the wording of the resolution, please raise your hand and then I will explain. And of course, in a [article 111] of the commercial companies code, in connection with article 15 of the company's [Indiscernible], the shareholder may vote differently from each share held. And also I want to inform you that it is possible to exercise the voting rights in a split way. So it means with some shares for yes, and with some shares for no. And on the 26th of April 2024 on that meeting, the amended agenda was adopted by Resolution #2, 2024, and also on that the general meeting of shareholders adopted resolutions regarding the points from 1 to 16 of the amended agenda. So now we are in point #16, regarding the changes in the composition of the Supervisory Board of the bank, and I would like to inform you that during the first part of the general meeting of shareholders, Mr. Filip Majdowski submitted his resignation from the member of the Supervisory Board, starting from the 8th of March 2024 inclusively. And the company reports about it in the report 10/2024 in accordance with paragraph 18 of the company's statute supervisory consists of 5 members -- from 5 to 8 members adopted by the [Indiscernible] 4 years [in correspondence with] Article 18 of the company's statute the number of the members of Supervisory Board was defined by the General Meeting of Shareholders. In accordance of companies statute if it is stipulated that there will be the changes in the composition of the Supervisory Board. The Supervisory Board may determine the number of the members of Supervisory Board who are in limit specified in statute. And if there are no motions with this respect, so the number of the members of the Supervisory Board is determined by the previous resolution. So the Supervisory Board consists of 5 to 8 members. This is what is in line with the previous resolution. And in accordance with the first part of the general meeting of shareholders as part of adopting resolutions, which are on the agenda in point #16, we adopted the resolutions numbers from 15 to 20. Therefore, with regard to the appointment of the numbers of the Supervisory Board, it's on the basis of which all the other -- the remaining members of [Indiscernible] dismissed starting from 20 to 26, there were 6 members in supervisory board appointed. So the general meeting of shareholders will continue, this procedure under Point 16 regarding the changes in the Supervisory Board and this point refers to the changes. And therefore, I would like to ask whether there are any motions regarding this point that we will be demanding on #16. I can't see -- so we finish the procedure under this point, and we move to point -- next point. Taking into account that there were no motions regarding the previous point. So that was the Point 17 changes in the composition of Supervisory Board of the bank. With regard to the points 18 and 19 of the agenda. So here, we have the -- taking resolutions on this charging the members of the Management Board and the members of the Supervisory Board of Bank Point #18 and #19. And this is Article 411 of the Commercial Companies Code, so a shareholder cannot vote on himself or herself. So if we have says -- I would like to instruct you that this vote will be invalid. And also, I would like the company counting the votes, please tell us if there is this type of case noted. Now we move to the vote. So I put under vote resolution regarding the granting of the charge on the performance of the duties in 2023, Mr. Grzegorz Olszewski. And could you please cast your votes on this discharge. [Voting]

So the votes under discharge are secret because this is vote on the personnel matter. I would like to ask what everyone has voted. So still the vote is on. I close the vote, and I will now read the results. So there were 93,125,049 shares for the same number of shares, representing 71.56% of the share capital for yes, 93,046,959 no votes against, abstentions 378,890, so I would like to confirm that this resolution has been adopted. Now we move to the next resolution regarding the discharge of the member of the Management Board in the year 2023. This is Pawel Wladyslaw Broniewski, this is the resolution on this member of the Management Board. So please, could you cast your votes. [Voting]

Has everyone voted? I close the vote, and I would like to see the results. So there were from 93,125,049 valid votes. So the same number of shares representing 71.56% of share capital, for yes; 93,469,959 no votes against; and abstentions 378,890. So I'd like to confirm that this resolution has been adopted. Now we move to the next resolution regarding the granting the discharge the member of the Management Board in the year 2023. And this refers to Radomir Gibala. So could you please cast your votes. The vote is secret, as I mentioned. [Voting]

Has everyone voted? The vote is still on. I'll close the vote, and I will read the results. So there were 93,125,049 votes cast on the same number of shares representing 71.56% of the share capital for yes; 93,046,959 there were no votes against; abstention 378,890. I would like to confirm that this resolution has been adopted in secrete vote. Now we move to resolution regarding the granting discharge from the performance of the duties in 2023, this resolution is on Szymon Kaminski and I open the vote -- secret vote on this member of the Management Board. [Voting]

Has everyone voted? I can't see any objections. So I close this vote, and I would like to confirm that there were [93,125,049] valid votes cast from the same number of shares representing 71.56% of the share capital for yes; 93,046,959 no votes against, and abstention 378,890. So I would like to confirm that this resolution has been adopted. I open the vote on discharge for the performance of the duties as a member of the Management Board in the year 2023. This solution refers to Rafal Gedymin Litwinczuk. Could you please cast your votes? [Voting]

Has everyone voted? Yes, I close the vote. And please give me results, and it is secret ballot [93,425,590] votes were cast representing the same number of votes and representing 71.56% of the share capital, and [Indiscernible] abstentions. So now we move on to the next resolution to grant start Mr. Tomasz Miklas as a member of the management board. So please exercise your right to vote. [Voting]

Has everyone voted? Yes, so give me the results. I close the votes. And 93,425,849 valid votes were cast, representing the same number of votes and representing 71.56% of the share capital, for 93,046,959, abstentions 378,890. So I state that this resolution has been taken. And then we vote on discharge to be granted to Mr. Jacek Polanczyk for his duties in 2025. Please exercise your right to vote. [Voting]

Has everyone voted? Yes, give me the results. 93,425,549 votes represent the same number of shares, representing 71.56% of share capital, for 93,446,959, and abstentions 378,890. So I state that this resolution has been adopted in a secret ballot. And we will now vote to grant discharge to Mr. [Indiscernible] for the exercise of the duties in 2023. [Voting]

Has everyone voted? Yes, I close the vote. Please give me the results, and 93,046,959 valid votes were cast representing the same number of shares, representing 71.56% of share capital for; 93,46,959 valid votes no or against; and 378,890 abstentions. So in this way, we implemented item 18 of the agenda. And as part of the item 19 of the agenda, we'll be voting to grant discharge to members of the Supervisory Board. And the first of the Supervisory Board will be Mr. Filip Aleksander Majdowski to grant discharge for the performance of his duties in 2023 as a member of the Supervisory Board. Please exercise your right to vote. [Voting]