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

Good morning, ladies and gentlemen . So it is 10 a.m. sharp. Piotr Zabski, my name is. And from November, I've been President of Management Board of Alior Bank SA and I lead the works of the Management Board. And I would like to welcome you this Extraordinary General Meeting of Shareholders of Alior Bank. On the basis of the resolution adopted by the Management Board of the bank, I have this privilege to open today's meeting. And I would like to inform you that the conduct of this meeting is recorded by the registration devices and is also transmitted online. And today's vote will be done with the help of the specialized equipment. And I would like to ask the representative of UNICOM Company to explain to us how to vote.

Ladies and gentlemen, you received the tablets for the vote. And in this -- you can verify the number of shares and the number of votes that you hold. And regarding the documents, you can review the documents that were displayed by the company on the website. So when there is a vote, you will have the 3 decision keys on your tablet: yes, no, abstention. And when you choose the right decision, then you will be transferred to the next screen, and you will have the green button to confirm. So you have to click it, so that vote is counted in the system. If you make a mistake when you choose a decision, always you can come back to the previous screen with a small key, return, and then you can choose the right decision. And then again, you are transferred to the confirm screen.

Thank you very much for your attention. Thank you for this explanation on how we will vote. And now we move to the appointment of the chairperson for today's meeting. And could you please put forward your candidates to chair today's meeting.

Good morning, [indiscernible], I'm the representative of the PZU Insurance Company. I would like to present Professor [indiscernible] to be the Chairperson for today's meeting.

Thank you very much for this candidate. And Mr. [indiscernible] do you agree to be nominated?

Yes, I do agree. Thank you.

Are there any other candidates for the chairperson of this Extraordinary General Meeting? I can't see any further candidates. So now we move to the vote. And I order the vote -- the secret vote on the draft resolution regarding the appointment of [indiscernible] to be the chairperson for the meeting. I open the secret vote. The wording of this resolution, you can see on your tablets. [Voting]

I hope that everyone has casted their vote. But I would like to reconfirm whether everyone has voted. So I consider that everyone has voted. I close the vote. And so in the secret vote regarding the adoption of this resolution, I would like to see the result of this. So in the secret vote, there were 86,664,403 from the same number of shares, representing 66.38% of the share capital. All the votes were for the resolution, namely 86,664,403. There were no votes against and there were no abstentions. So the total number of votes, 86,664,403. So I would like to confirm that the resolution has been adopted in the secret ballot. So now -- so Mr. [indiscernible] confirmed that he accepts this appointment and that he will chair today's meeting.

Ladies and gentlemen, thank you very much for this nomination and I signed the attendance list. Is it ready? So please prepare the attendance list, so that I can sign it. Ladies and gentlemen, I would like to say that at today's meeting -- so we have the attendance list. So at today's meeting, we have 86,664,404 shares with the same number of votes. And so we have the representation of 66.38204% of the share capital. And the announcement of the meeting was displayed on the company's website, and this website is www.aliorbank.pl, and this announcement was displayed on the 31st of October 2024. And moreover, it was also announced in the form of the current report 45/2024. So the company is contacting its shareholders through the current reports. I would like to confirm that this meeting was convened by the Management Board upon the recommendation of the shareholder, namely PZU Insurance Company, and this request was submitted on the basis of the Article 400 of the Commercial Companies Code in Paragraph 12, Section 9 of the bank's statute. In accordance with Article 400 in aide of the company -- of the Commercial Companies Code, the extraordinary meeting of shareholders is valid no matter how many shares are represented at this meeting, and the statute of the company does not envisage any other regulations. So therefore, today's General Meeting of Shareholders convened formally in accordance of Article 399 Paragraph 1 and in connection with Article 400 Paragraph 1 and 2 and Article 402 with Index 1 of the Commercial Companies Code is properly convened and is capable of adopting binding resolutions. I would like also to declare that the drafts of the resolutions which are on the agenda for today's extraordinary meeting of shareholders were published on the company's website under this address that I have mentioned a moment ago and also as the appendix to the current report, which also -- the number of which I gave you. So the draft resolutions will also be available on your tablets -- on these tables that you use for your vote. And therefore, I would like to propose to you so that I will not read the wording of the resolutions because you can follow the wording on your tablets. And are there any objections as to my proposal? I can't see any objections. Therefore, I assume that this proposal has been adopted. In the same time, I would like, as a shareholder, to say -- to put a motion that the next resolutions for the General Meeting of Shareholders were adopted in the secret vote because it is enough for the shareholders request to have the secret vote. Therefore, I assume that my proposal is accepted. Also, I would like to inform the participants of today's meeting that in accordance of Article 411 with Index 3 of the Commercial Companies Code in connection with Paragraph 15 Section 2 of the company's statutes, the shareholder may vote differently from each shares -- each share held. And I would like to explain it is possible to exercise the voting rights not in a uniform way, partially -- partly with the votes for yes and partly with the votes for against. And at this Extraordinary Meeting of Shareholders, I would like also to secure interest of all the shareholders, including the shareholders -- and first of all, of the minority shareholders. So if any one of you wants to take the floor, you are welcome. If there is a need for the technical break, of course, I will also order such break. Now I would like to move to Resolution #2 of the Extraordinary General Meeting of Alior Bank Spólka Akcyjna, and this is a resolution regarding the adoption of the agenda of the general meeting of the bank. So could you please flash on the tablet screens the wording of this resolution. I will wait half a minute for you to refresh the wording of this resolution. I assume that the drafts of the resolutions were read before. But of course, you should read the resolution before the vote. So are you ready to vote on the resolution? I can't see any objections. We proceed with the vote on the Resolution #2/2024. And this is the secret vote, which is in progress. [Voting]

Has everyone voted? I assume that, yes, and we can close this vote. And now I will read the result of this vote. Ladies and gentlemen, I would like to confirm that number of votes cast is 86,664,404 from the same number of shares, which represents 66.38% of the share capital. All the votes, it means 86,664,404 were cast for this resolution. No one objected and no one abstained from the vote. I would like to confirm that the resolution has been adopted. At this point, I would like to inform you that Mr. Jaroslaw Mastalerz resigned from the member of the Supervisory Board and as the Chairperson of the Supervisory. It will effect as at the 6th of November 2024. And then the company informed about his resignation via the current report 46/2024 dated the 6th of November 2024. And in line with Article 11 of the company's statute, the Supervisory will consist of from 5 to 8 members appointed by the General Meeting of Shareholders for the joint offers of 4 years. And in accordance with Paragraph 18 Section 2 of the statute of the bank, the number of the members of the Supervisory Board is determined by the General Meeting. And in accordance with the resolution number -- the resolution dated 2017 at the General Meeting of Shareholders dated 29th of June 2017, the Supervisory Board of the bank comes from 5 to 8 members. And to my knowledge, this resolution is still in force. And in accordance with Paragraph 32 Section 1 of the regulations of the General Meeting of Shareholders, if on the agenda of a given general meeting we have the changes in the composition of the Supervisory Board, the general meeting may determine the number of the members of the Supervisory Board within the limits defined in the statute. And also, if there is no such motion on this matter so this number is valid that was determined by way of resolution adopted by the General Meeting of Shareholders. We have the candidate to the -- as a member to the Supervisory Board and I have this name in front of me. This is acting on behalf of the PZU Insurance Company, the shareholder of a Alior Bank Spólka Akcyjna in accordance -- since the General Meeting of Shareholders was convened today, the Extraordinary General Meeting of the bank pursuant to Article 32 Action 3 of the regulations of the general meetings of the bank, I propose the candidate of [ Pawel Wajda ] to be the member of the Supervisory Board. I have also here in front of me the official submission of this candidate and also the consent of the candidate to be nominated. And additionally, this submission shows that the shareholder actually -- the eligibility criteria for this member was assessed to be the member of the Supervisory Board. And as a result of this assessment, the shareholder also confirms that the candidate fulfills criteria mentioned in Article 22aa of the Legal Act and the eligibility criteria that are mentioned in the bank's policy. So if there are no comments here, I propose to move to vote on Resolution #3 regarding the appointment -- because I understand that we are not voting on the resignation, we move straight away vote on the appointment of a member of the Supervisory Board of Alior Bank Spólka Akcyjna. Yes? So we will not vote on resignation. We will move to the appointment -- to the vote on the appointment. So could you please flash the wording of this Resolution #3? So we enter the documents tab and then the draft resolutions and we have the wording of the resolution. This will be resolution #3. Ladies and gentlemen, are we ready to proceed with the vote? I can't see any objections. So I order the secret vote on Resolution #3 regarding the appointment of the Supervisory Board of Alior Bank Spólka Akcyjna. And we start, the secret vote is in progress. [Voting]

Can we close the vote? Yes, we can. Now I will read the result of this vote. So the total number of votes cast 86,664,404 votes, which represents 66.38% of the share capital for 70,979,754 votes and the same -- with the same number of shares than against 15,492,446 votes and shares, and abstentions 192,204. I would like to confirm that this resolution has been adopted. Therefore, I would like to congratulate on the appointment of the new member of the Supervisory Board. Ladies and gentlemen, now we move to the vote on resolution #4. And this resolution refers to incurring the cost of convening and holding the Extraordinary General Meeting, so could you please again enter into the documents tab and read the draft of this resolution. Are we ready to start? I can't see any objections. Therefore, I order the vote on resolution 4. This is, again, the secret ballot. So could you please cast your votes. [Voting]

We close the vote, and now I will read the result of this vote. So in the secret ballot, the total number of votes cast is 86,664,404, which represent the same number of shares. For yes, 72,322,786 votes representing the same number of shares. Against, 14,843,932 and the same number of shares and votes. And abstentions, 27,686 of shares and votes. So I would like to confirm that this resolution has been adopted. Ladies and gentlemen, since we exhausted the entire agenda, I declare this meeting closed. And also, I attached the attendance list and the announcement -- certified announcements and also the powers of the attorneys certified sent electronically. Thank you very much.