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

Good morning, ladies and gentlemen. So it's 10 a.m. sharp. So I propose so that we can start today's General Meeting of Shareholders of Alior Bank. Piotr Zabski, my name, and I am the President of the Management Board of Alior Bank, and this is my honor to open today's General Meeting of Shareholders. And I would like to inform you that during today's meeting, the meeting will be recorded by means of the devices registering sound and image and also will be transmitted online and Internet. And the voting will be held with the use of the specialized devices for voting, and I would like to ask the representative of UNICOM Company for explaining to us how we will vote.

Good morning. So each of you has received a tablet and you can check your data in your data tab and check the number of shares you represent, and the voting is very easy. When the vote is announced, on your tablets, you will have 3 decision keys. So you have to choose one of the decisions and then you are transferred to the next screen. Then you have the confirm button. And if this decision is correct, you press the confirm button, but if in the first -- on the first screen, you have made the wrong decision, so then we have the return button and you can come back to the first screen and choose the right decision. But after confirming your vote is counted, so you cannot change your decision. So please be careful. And of course, we are at your service. So if you have any questions, of course, I can answer them right now. I can't see any.

Thank you very much. And we move to the second item, election of the Chairperson of the Extraordinary General Meeting, and please propose your candidates.

[indiscernible], a representative of the PZU, and I would like to propose Professor [indiscernible] to chair today's meeting. Thank you very much.

Thank you. Are there any other candidates? No, I can't see any. So Mr. Professor, do you agree to chair today's meeting?

Yes, I agree.

Thank you. So I order the vote. Now the secret vote on the draft resolution regarding the election of the Chairperson of the General Meeting of Shareholders of the bank. Resolution #1, 2025 of the General Meeting of Shareholders of the bank dated 26th of January 2025 regarding the appointment of the Chairperson. Pursuant to Article 409 of the Code of Commercial Companies and Paragraph 16 Section 1 of the Articles of Association of Alior Bank, the Extraordinary General Meeting of Shareholders of the bank appoints the Chairperson of the Extraordinary General Meeting of Shareholders in the person of [indiscernible]. So this resolution should enter into effect upon its adoption. So I open now the secret vote on this candidate. [Voting]

So I can see the result, but I would like to ask whether everyone has voted. Thank you very much. I can see that everyone has voted. And so in the secret vote, there were 88,727,859 valid votes cast from 88,727,859 shares, representing 67.96% of the share capital of Alior Bank. For yes, for the resolution, there were 88,727,859 votes cast. And I would like to confirm that this resolution has been adopted in the secret vote. And Mr. Professor, do you accept your nomination?

Yes, I do.

Thank you. So I give the floor now to the Chairman.

Ladies and gentlemen, thank you very much for your nomination. And I order the drafting of the attendance list. And at this moment, I'm signing this list. And also, I would like to emphasize that at today's General Meeting of Shareholders, we have 88,772,859 shares and the same number of votes, which represents 67.96% of the share capital of the shares and also of the votes. So the announcement of calling this meeting was displayed on the company's website, www.alorbank.pl, on the 30th of January 2025 and also was announced in the form of the current report #2/2025 in the tab, Investor Relations. I would like to emphasize that this meeting was convened by the Management Board upon the recommendation of a shareholder of PZU SA, and it was submitted on the basis of the Article 400, Paragraph 1 of the Commercial Companies Code and Paragraph 12, Section 9 of the Articles of Association of the bank. And in accordance with Article 108, Paragraph 1 of the Commercial Companies Code, this general meeting is valid no matter how many shares are represented at it. And the statute of the company does not stipulate any other provisions. And therefore, today's General Meeting of Shareholders was convened formally in accordance with Article 96 Paragraph 1 in connection with Article 400 of the Commercial Companies Code and is properly convened and therefore, is capable of adopting binding resolutions. Moreover, I would like to declare that the draft of the resolutions, which are 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 attachment to the current report #2/2025, which was given for the public view on the 31st of January 2025. And also the text of the resolutions is available on the tablets that you will use for your voting. And in the light of what I have said, I would like to propose the vote on the resolutions without the need to read the wording of these resolutions. Are there any objections to my proposal? No, I can't see. So I understand that my proposal has been accepted. I would like to inform you that in accordance with Article 411 with Index 3 of the Commercial Companies Code and in connection with Paragraph 15, Section 2 of the statute of the bank, the shareholder can vote differently from each of the shares held. And also, I would like to explain that it is possible to cast a vote not in a uniform form. It means part with the votes for yes and with the part of the votes against. Now we move to point #4 of the agenda. And in this point #4, we have the resolution #2/2025 of the Extraordinary General Meeting of Shareholders of the bank dated today regarding the adoption of the agenda of the Extraordinary General Meeting. So you have the draft resolutions. I can't say anyone who wants to take the floor. So I propose to start the vote on the adoption. I open the vote. [Voting]

Can we close the vote? I can't see any objections to it. So we close the vote, and now I will read the result of the vote. So the votes for yes, 88,727,859 shares votes and with this from the same number of shares? No, there were no votes against, and there were no abstentions. So I would like to confirm that the resolution has been adopted. Now we move to point #5 on the agenda. And under this point, we have the resolution #3/2025 of the Extraordinary General Meeting of Shareholders of Alior Bank dated the 26th of January 2025 regarding the dismissal of the member of the Supervisory Board of Alior Bank. I would like to inform you that Mr. Artur Cholody resigned from the member -- from holding the function of the member of the Supervisory Board. And the company was notified about this resignation in the current report #4/2025 dated February 2025. Moreover, Mr. [indiscernible] resigned from the function of the Chairman of the Supervisory Board and being also the member of the Supervisory Board with the effect as of the 25th of February 2025. And also, the company was notified about this resignation through the current report #5/2025 dated 13th of February 2025. And Mr. Rafal Janczura also resigned from the function of a member of the Supervisory Board with the effect as of the 4th of March 2025. And the company was also notified about this resignation through the current report #8/2025 dated 25th of February 2025. And in line with Paragraph 18, Section 1 of the statute of the bank, the Supervisory Board is composed of 5 to 8 members and the members are appointed by the General Meeting of Shareholders for the term of office of 4 years. And in line 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 of Shareholders and the General Meeting of Shareholders determined the number in the resolution #32/2017 of the Extraordinary General Meeting of Shareholders dated 29th of June 2017, and this resolution is still in force. Hence, the Supervisory Board is composed of 8 members and 3 members submitted their resignation. In accordance with Paragraph 32, Section 1 of the regulations of the General Meeting of Shareholders, if on the agenda for the General Meeting of Shareholders is stipulated to change the composition of the Supervisory Board, the General Meeting of Shareholders may determine the number of the members of the Supervisory Board within the limits that are specified in the statute and that in case of lack of motions, in this respect, so the number is determined as it was determined in the previous resolution. So it means in the number of 8 members. I would like also to inform you that the shareholder who is the PZU SA submitted the following candidates to be the members of the Supervisory Board. These are [indiscernible]. And the investment funds managed by the PZU SA with the registered office at Warszawa, which is also a shareholder of the bank, proposed [indiscernible] to be the member of the Supervisory Board. So I would like also to inform you that both [indiscernible], these 3 gentlemen agreed on being appointed to the Composition of Supervisory Board and also the shareholders who proposed these candidates submitted also to the company the relevant required by law documents regarding each of the candidate and also submitted the information that they also assess the adequacy of these candidates individually for each candidate and also the candidates fulfill the requirements resulting from the commonly binding provisions of law, including also those resulting from the Legal Act [indiscernible] on the 9th of August 1977. This is the banking law and also the eligibility criteria that are also corresponding with the policy by the bank regarding the selection and also the eligibility of the members of the Supervisory Board of the bank. And [indiscernible] providing that he has submitted the resignations mentioned as 2 February 2025 and [indiscernible] providing that he has submitted his resignation from the functions in this mention statement dated 19th of February 2025. So ladies and gentlemen, so we start the vote on these candidates. I can't see anyone wanting to take the floor. But now we will have the resolution regarding the appointment. Yes, we will proceed in this way. So I think that the bank -- so before we did not vote, so we will not vote this time because the dismissals were actually accepted. So with your permission, we will move to resolution #3. And this is resolution #3/2025 of the Extraordinary General Meeting of Shareholders of [indiscernible] dated 26th of January 2025 on appointment of a member of the Supervisory Board of Alior Bank and you have this resolution. We vote first on [indiscernible]. So are you ready to vote on this candidate? I can see that yes. So please, could you start your vote? [Voting]

Has everyone voted? And I close the vote. And now I will read the result of the vote. So I give the result of the vote. For yes, 71,961,106 votes from the same number of votes against 16,482,075 and abstentions 284,678. So I would like to confirm that this resolution has been adopted. So now we move to resolution #4 of the Extraordinary General Meeting of Shareholders of Alior Bank Pa dated 26th of January 2025 on the appointment of a member of the Supervisory Board of Alior Bank [indiscernible]. We start the vote now. [Voting]

Has everyone voted? I can see that someone is still in progress. Take your time. Don't be in a hurry. So I have this information that the vote has ended, and I close the vote. So there were 4 years, 71,961,106 votes for the same number of shares and against 16,482,075 votes and shares and abstentions, 284,678 of the votes and shares. So I would like to confirm that this resolution has been adopted. Now we move to vote on the next resolution, Resolution #5/2025 of the Extraordinary General Meeting of Alior Bank Spólka Akcyjna, dated 26th of January 2025 on appointment of a member of the Supervisory Board of Alior Bank Spólka Akcyjna. And this resolution, as you could see, refers to [indiscernible]. We start the vote now. Cast your votes please. [Voting]

Has everyone voted? I can see that someone is still in progress. Take your time. Don't be in a hurry. So I have this information that the vote has ended, and I close the votes. So there were 71,961,106 votes for yes from the same number of shares, and against 16,482,075 votes and shares and abstentions 284,678 of the votes and shares. So I would like to confirm that this resolution has been adopted. Now we move to vote on the next resolution, Resolution #5/2025 of the Extraordinary General Meeting of Alior Bank Spólka Akcyjna, dated 26th of January 2025 on the appointment of a member of the Supervisory Board of Alior Bank Spólka Akcyjna, and this refers to [indiscernible]. I open the vote, please cast your votes. [Voting]

So I can see that everyone has voted. So I close the vote. And I would like to give the results. For yes, 71,961,106; against 16,482,075; and abstentions 284,678. So I would like to confirm that this resolution has been adopted, and I would like to congratulate all the members of the Supervisory Board. So now we have one more resolution on our agenda regarding the incurring of the cost. This is resolution #6/2025 of the Extraordinary General Meeting of Shareholders dated 26th of January 2025 regarding the incurring the cost of convening and holding the Extraordinary General Meeting. So we move to our vote. So could you please cast your votes on this resolution. [Voting]

So we close the vote. And could you please now give me the results? I will read them. So for, yes, 74,274,798; against 14,341,274; and abstention 111,787 votes with the same number of shares. So I would like to confirm that this resolution has been adopted. And since we have exhausted our agenda, I would like to declare this meeting closed. And also I am attaching to the list of the attendees, which I signed and also the announcement and also the copies of the powers of attorney. Ladies and gentlemen, thank you very much for your attention and for your participation.