Bank Handlowy w Warszawie S.A. (BHW) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. It's 11 a.m. I open the Extra [Technical Difficulty] Warsaw called by the Management of the Board for today. I welcome all shareholders, representatives of the Supervisory Board and representatives of the Management Board. To follow the agenda of this meeting, I would like to now propose that we submit candidates for the Chairperson of this General -- Extraordinary General Meeting. I'm Maciej Krywoniuk on behalf of the main shareholder and Citi -- Handlowy Citi Corporation, I'd like to submit [ Mr. Ivanitsky ], Attorney-at-Law, to Chair this Extraordinary General Meeting. Let me ask whether Mr. [ Yaroslav Ivanitsky ] express his concern to hold this post?

Yes.

Are there any other candidates for this position? If not, I now put this to our -- who is in favor of election of Yaroslav Ivanitsky, Attorney-at-Law, as a Chairperson of the Bank's Extraordinary General Meeting. This is a secret ballet vote. I do admit that I expected that somebody would actually provide us with the result of the vote, but we can do it remotely. So the results will be displayed on the screen. I would like to ask whether all eligible persons have cast their votes? Or is somebody still reflecting on how to cast their vote. If that is not the case, I do understand that very soon, we will see the result of the vote. I hereby state that Mr. Yaroslav Ivanitsky, Attorney-at-Law, had been elected as a Chairperson of the bank's Extraordinary General Meeting. All votes cast were in favor. Congratulations. Sir, I now invite you to take the -- your post as a Chairperson of the bank's Extraordinary General Meeting.

Good afternoon, ladies and gentlemen. I would like to thank you very much. I, in turn, will try to ensure that the meeting today will be conducted in a manner that is efficient, but at the same time, which complies with the requirement of respecting the rights of shareholders. So first of all, I -- and I'm obliged to do so to sign the attendance register. So could I please have information or data on the attendance. At this general meeting, we have registered 108,759,622 shares, which constitutes 83.24% of the equity of the bank. So the general meeting -- Extraordinary General Meeting was called by the Management Board to report a [ 31 of 22 ], published on the 17th of November 2022. When calling the general meeting, all the requirements under the commercial codes company have been complied with as well as regulations with respect to the Bank as a listed company. So let me state that this general meeting has been properly convened and is capable of taking valid resolutions. Ladies and gentlemen, if you allow me, some housekeeping issues, first of all. Well, first of all, the participation of the Supervisory Board and Management Board attendance. In the meetings -- General Meeting, there is three -- there are three members of the Supervisory Board: Mr. Slawomir Sikora, the Chairperson; Mr. Kapuscinski and Anna Rulkiewicz. Other members of the Supervisory Board are maybe [indiscernible] also on the line. I have received information that you might be late, but all other members have actually excused their absence. And in the meeting, we have all members of the Management Board attending. Just a few organizational issues for shareholders, if you will. Looking at the agenda of this meeting and under requirements of law, we'll be voting on the resolutions in open ballot manner. But should any of the shareholders wish that a resolution be a secret ballot vote, please indicate that, and then I can order that this be our secret ballot. Those shareholders who are voting against a proposed resolution, such shareholder under the law has the right to vote his reservation and which opens the path to challenge such a resolution in court. Hence, such a shareholder who voted against a resolution, please provide information about that fact should later down the road, he, which is to actually pursue the path of challenging this resolution because this needs to be recorded in the minutes. So now let's move on to the substantive items of the agenda. And the very first item is our resolution with respect to adopting the agenda. The agenda of this meeting in accordance with the call is the opening of the meeting, election of the Chairperson. Confirmation of the meeting duly convened and capable of taking ballot resolutions, adoption of the agenda and resolutions with respect to introducing our share-based incentive plan for the persons whose professional activity have a material impact on the Bank's risk profile. Also introducing a share-based incentive plan for selected Bank's employees, other than persons whose professional activities have a material impact on the Bank's risk profile; authorization of the Management Board to acquire treasury shares and create a reserve capital for the purpose of the treasury shares buyback program; amendments to the Articles of Association of Bank Handlowy and Warszawie S.A.; and closing of the meeting. Hence, I would like to put to vote this resolution. This is Resolution #2 of the Extraordinary General Meeting, adopting the agenda, agenda that I presented a moment ago. And hence, I would like to open the vote with respect to the adoption of the proposed agenda. [Voting]

We close the vote. Thank you very much. I now close the vote on adoption of the agenda of this meeting. And let me state that the general meeting has unanimously adopted the agenda. And now let's move on to the substantive part of the Extraordinary General Meeting. We have four Resolutions, and looking at the subject matter of these Resolutions. Resolution #1, with respect to introduction of a share-based incentive plan for persons whose professional activity have a material impact on the bank's risk profile. And Resolution #2, which is with respect to selected persons other than a persons whose professional activities have a material impact. And the third authorization for the Management Board to acquire treasury shares and create a reserve capital for the purpose of the treasury shares and buyback program. These are all the interconnected resolutions. So I would like to propose to shareholders that the discussion on these three draft resolutions be conducted jointly. And my question to shareholders is whether it is acceptable to proceed in such a manner. I see no objection. I, hence, would like to propose that we proceed the following way. Discussion on the draft resolutions will be held jointly. Draft resolutions, which are set out the rules for the introduction of the both share-based incentive plans and the rules under which the bank will be acquiring treasury shares in order to make those shares down the road available through the incentive plans have already been published together with the materials convening, it's calling for this meeting. So I do assume that these are familiar to shareholders. So now moving on to the vote on the Resolutions, and of course, each of the Resolutions I will read out. But now as part of the discussion, I would like to ask whether on the part of shareholders, there are any questions with regard to the rules that are proposed with respect to the introduction of the two share-based incentive plans. I see none. I see no such questions. So I would like to propose that we proceed to put into a vote the Resolutions. First of all, we will be voting on Resolution #3 of the Extraordinary General Meeting of Bank Handlowy with respect to introduction of a share-based incentive plan for persons whose professional activity have a material impact on the Bank's risk profile. The Extraordinary General Meeting of Bank Handlowy and Warszawie joint stock company called Bank introduces paragraph 1, an introduction of the share-based incentive plan in the bank. The Bank's Extraordinary General Meeting results to introduce a share-based incentive plan for the persons whose professional activities have a material impact on the Bank's risk profile. This program will called MRT incentive plan. As part of the MRT incentive plan, persons whose professional activity have material impact on the Bank's risk profile will receive a variable component of the remuneration in the form of financial instrument such as fully paid up shares of the bank listed on the regulated market of the Warsaw Stock Exchange. Nominal value PLN 4 each, each code, bearing the code of the Bank. Here it's called treasury shares under these terms and conditions set out of the remuneration policy for persons whose professional activity have a material impacts on the bank's risk profile, called the MRT remuneration policy. And the transaction bonus policy called remuneration policy is a paragraph 2, MRT incentive plan participants eligible to acquire treasury shares are employees of the bank, identified by the Bank as persons whose professional activity, have a material impact on the bank's risk profile under the Article of 9ca Clause 1a of the Bank Law of August 29, 1997, as amended; and the Ordinance of the Ministry of Finance, Funds and Regional Policy of 8 June 2021, under risk management system and internal audit system and remuneration policy of the bank. A list of such presence is maintained by the bank's remuneration policy office in the manner specified in the MRT remuneration policy. Three, in terms of the incentive plan, the MRT incentive plan will be implemented over a period of three years from the 1st of January 2023 to the 31st December 2025, with an option to extend it based on an appropriate resolution of the general -- the Bank's General Meeting. Point 2, treasury shares may be also issued to MRT incentive plan participants after the expiry of the period referred to in Section 1 in connection with the expiry of the retention period set forth in the remuneration policy for the treasury shares awarded unconditional or conditionally during the terms of the MRT incentive plan. Fourth, the basic rules of the MRT incentive plan. One, the Bank will offer treasury shares of the MRT incentive plans participants free of charge, as a variable component of the remuneration in the form of financial instruments, including the portion granted unconditionally and the portion granted conditionally and subject to the deferred with the meaning and under the term remuneration policies. Two, treasury shares will be acquired under the terms and conditions set forth Resolution No. 5/2022, and the Extraordinary General Meeting of the Bank Handlowy w Warszawie of the 1st of December 2020 regarding the authorization of the management [ bank's ] to acquire treasury shares and to create a reserve capital for the purpose of the treasury shares buyback program. Now the treasury will be transferred to the securities accounts of the MRT incentive plan participants within the time limit specified in the remuneration policy after they have been awarded and the retention period have been expired upon the signing by the participant and delivery of the Bank of the documents necessary to transfer treasury shares to the relevant MRT incentive plan participant. Four, the bank may offer phantom shares instead of treasury shares to MRT. One cannot -- treasury is be transferred in particular in the following situation. Bank does not have to obtain required approvals from the FSA. And the bank is not -- unable to acquire the adequate number of treasury shares in accordance with the terms and conditions applicable in the acquisition of treasury shares set forth shares by the buyback resolution program. And the MRT incentive program will have the right to fractions of the financial instruments in accordance with [indiscernible] for MRT incentive plan participants there to provide the Bank with the documents necessary to transfer the treasury shares to the relevant MRT incentive program. With respect to 2.2, the bank can also decide to award to the MRT incentive program financial instruments, partly in treasury shares and partly in phantom shares, using the same proportion to all participants in accordance with the remuneration policy. Paragraph 5, transitional provisions, under the MRT incentive program, Treasury shares may be issued to individual whose professional activity have -- or had a material impact on the Bank's risk profile in lieu of phantom shares conditionally granted to them for the 2021 and prior years under the remuneration policies subject to consent of such eligible persons. Phantom shares will be replaced with treasury shares as a ratio of 1:1. Upon the expiry of the deferral period and retention period of the relevant tranche under the terms and conditions set forth in the remuneration policies. The provisions of the resolution of the remuneration policies should be applicable to vote. With the respective Management Board, amendment with respect to other eligible persons may established detailed rules for the exchange of phantom shares to treasury shares. Six. Authorization of the main bank, the management bank, the supervisor head are hereby authorization to take the factual or legal action necessary to implement the resolution of the MRT incentive plan in accordance with the provisions of at hereof. Seven, the resolution enters into force as the date of its adoption. Seven. This Resolution enters into force as of the date of its adoption. So this is the text of the resolution, which sets out the incentive program. And for the employees whose professional activities have a material impact on the Bank's risk profile. And I put this to a vote, so by opening the vote. Please cast your vote. [Voting]

I hope everybody had a chance to cast their votes. I do believe so. And now let me close the vote. In favor, against, abstention. In favor of the resolution: 105,247,510 votes; against 3,512,111 shares; no abstentions. I hereby state that the general meeting has adopted the incentive program for persons whose professional activity have a material impact on the Bank's risk profile. Now I suggest that we move to the next resolution, resolution #4 of the Extraordinary General Meeting of Bank Handlowy w Warszawie Spólka Akcyjna regarding a share-based incentive plan for selected bank employees other than persons whose professional activities have a material impact on the bank's risk profile. The Extraordinary General Meeting of Bank Handlowy w Warszawie Spólka Akcyjna, the Bank, resolves as follows: Paragraph 1, induction of a share-based incentive plan in the bank. The Bank's Extraordinary General Meeting resolves to introduce a share-based incentive plan for selected Bank employees other than persons whose professional activities have a material impact on the Bank's risk profile. The non-MRT incentive plan. As part of the incentive plan, eligible persons will receive part of their annual award in the form of financial instruments such as fully paid-up shares of the Bank listed on the regulated market operated by the Securities Exchange in Warsaw with the nominal value of PLN 4 each, bearing ISIN code. The number follows the treasury shares under the terms and conditions set forth in this resolution, the resolutions of the Bank's Management Board on granting annual awards to individual employees, partly in the form of treasury shares and the employee remuneration policy of the Bank as well as individual agreements or letters concerning annual awards. Paragraph 2. Non-MRT [Technical Difficulty] The Management Board will decide [Technical Difficulty] be awarded part of remuneration in the form of financial instruments, including shares, taking into account, in particular, the amount of the annual award granted to an employee and the employee's relevance to the Bank's business or strategy. Non-MRT incentive plan participants may not include the Bank's employees identified by the bank as persons whose professional activities have a material impact on the Bank's risk profile, within the meaning of Article 9ca Clause 1a of the Banking Law of August 29, 1997, as amended; and the ordinance of the Ministry of Finance, Funds and Regional Policy of June 8, 2021, on the risk management system, internal audit system and remuneration policy in banks. Paragraph 3, term of the non-MRT incentive plan. The non-MRT incentive plan will be implemented over a period of three years from January 1, 2023 to December 31, 2025, with the possibility of extension pursuant to an ordinance of the Supervisory Board resolution. Treasury shares may also be issued to non-MRT incentive plan participants after the expiry of the period referred to in Section 1, in connection with the expiry of the deferral or retention period of applicable to a particular tranche of treasury shares that have been conditionally awarded, as a valuable component of remuneration subject to deferral, during the term of implementation of the non-MRT incentive plan under the terms and conditions set forth in this resolution, the remuneration policy or a resolution of the Bank's Management Board on granting annual awards to individual employees partially in the form of treasury shares. Paragraph 4, basic rules of the non-MRT incentive plan. The bank will be offering treasury shares to non-MRT incentive plan participants free of charge in accordance with the terms and conditions set forth in the remuneration policy resolution of the Bank's Management Board on the granting of annual awards to individual employees partly in the form of treasury shares or individual agreements or letters concerning annual awards. Treasury shares will be acquired under the terms and conditions set forth in Resolution No. 5/2022 of the Extraordinary General Meeting of Bank Handlowy w Warszawie Spólka Akcyjna of December 16, 2022, regarding authorization of the Management Board to acquire treasury shares and create a reserve capital for purposes of the treasury shares buyback program, treasury shares buyback resolution. Three, treasury shares will be transferred to the securities accounts of non-MRT incentive plan participants within the time limit specified in the resolution of the Bank's Management Board on granting annual awards to individual employees, partly in the form of treasury shares and individual agreements or letters concerning annual awards upon their awarding, upon the incentive plan participants signing and delivering to the Bank the documents necessary the transfer of treasury shares to the relevant non-MRT incentive plan participant. Treasury shares may be subject to deferral or retention, retention for a period set forth in the remuneration policy; a resolution of the Bank's Management Board on the granting of annual awards to individual employees, partly in the form of treasury shares; or individual agreements or letters concerning annual awards. One such conditions, those shares will be granted upon the expiry of such period and should the period of retention deferral be appointed upon the expiry of the retention period. Five. The bank may offer phantom shares instead of treasury shares to non-MRT incentive plan participants when treasury shares cannot be transferred in particular for the following reasons: one, the bank does not obtain the required approvals from the Financial Supervision Authority; or two, the bank is unable to acquire an adequate number of treasury shares in accordance with the terms of the conditions applicable to the acquisition of shares -- treasury shares set forth in the treasury shares buyback resolution; or three, non-MRT incentive plan participants acquired the right to a fractional part of the financial instrument in accordance with the remuneration policy; or four, the non-MRT incentive plan participants did not deliver to the Bank the documents necessary to transfer treasury shares to such MRT incentive plan participants within the deadline set out by the Bank. Under circumstances referred to in items 2 above, the bank may also decide to award a non-MRT incentive and participant financial instruments, partly in treasury shares and partly in phantom shares using the same proportion to all participants in accordance with the remuneration policy or resolution of the Bank's Management Board on the granting of annual awards to individual employees, partly in the form of treasury shares. Paragraph 5, authorization for the Bank's Management Board. The Bank's Management Board [indiscernible] might be authorized to award treasury shares under the non-MRT incentive plan to the Bank's employees by adopting appropriate resolutions on the granting of annual awards of individual employees, partly in the form of treasury shares, specifying detailed terms and conditions for the implementation of the non-MRT incentive plan, taking into account the provision of this resolution. Two, the Bank's Management Board shall hereby authorized to take all factual or legal actions necessary to implement this resolution and the non-MRT incentive plan in accordance with the provisions hereof. Paragraph 6, this resolution shall enter into force as of the date of its adoption. Now let us take a vote concerning the resolution regarding its share-based incentive plans of selected Bank' employees other than persons whose professional activities have a material impact on the Bank's risk profile. I hereby proclaim the vote open. [Voting]

Thank you very much. The vote is closed. In favor of the resolution, 99,362,510 votes having been cast; against 3,512,111 votes; with 5,885,000 votes of abstention. I conclude that the Extraordinary General Meeting has adopted the resolution concerning share-based incentive plan for selected Bank' employees other than persons whose professional activities have a material impact on the bank's risk profile. I just move to resolution #5, which closes the catalog of resolutions concerning the implementation of incentive programs at the bank. Resolution No. 5/2022 of the Extraordinary General Meeting of Bank Handlowy w Warszawie Spólka Akcyjna of December 16, 2022, the Board required treasury shares and create a reserve capital for the purpose of the treasury shares buyback program. The Extraordinary General Meeting of Bank Handlowy w Warszawie Spólka Akcyjna acting pursuant to Article 393 Clause 6 in conjunction with Article 362 Paragraph 1 Clause 1, and Article 362 Paragraph 2 and Article 396 Paragraphs 4 and 5 of the Act of September 15, 2000, the Commercial Companies Code, resolves as follows. Paragraph 1, treasury shares buyback program. In connection with the adoption by the Bank's Extraordinary General Meeting on December 16, 2022, of Resolution No. 3/2022 on the introduction of the share-based incentive plan for persons whose professional activities have a material impact on the Bank's risk profile. And Resolution No. 4/2022 on the introduction of the share-based incentive plan for selected bank's employees other than persons whose professional activities have a material impact on the Bank's risk profile and the introduction based on these plans of a share-based remuneration -- of share-based remuneration schemes for persons specified in each of these resolutions collectively referred to as incentive plans in order for the Bank to purchase its treasury stock for the purpose of transferring shares to a eligible persons and the incentive plans referred to above the Extraordinary General Meeting hereby authorizes the Management Board to purchase fully paid-up shares of the Bank listed on the regulated market operated by the Warsaw Stock Exchange with the nominal value of PLN 4 each, with appropriate ISIN code under the terms and conditions set forth and forth in this resolution, hereby referred to as the treasury shares buyback program. Paragraph 2. Treasury shares buyback program rules. The acquisition of treasury shares within the framework of treasury shares buyback program will be based on the following rules: One, the bank will -- may acquire no more than 850,000 treasury shares, i.e., treasury shares representing no more than 0.65% of the Bank's shares capital at the date of adoption of the resolution. Two, the bank may acquire its treasury shares in any manner implemented, subject to applicable laws and regulations in particular by way of direct acquisition of treasury shares by the bank, the acquisition of treasury shares via an investment firm or any other [Technical Difficulty] operated by the Warsaw Stock Exchange and transactions affected outside the regulated market. Three, the purchase price of treasury shares may not be lower than PLN 4 per treasury share or higher than PLN 130, but [Technical Difficulty] in compliance with the relevant provisions of Regulation of the EU No. 596/2014 of the European Parliament and of the Council of April 16, 2014, on market abuse and repealing directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC hereinafter referred to as the MAR regulation and of Commission Delegated Regulation EU 2016/1052 of March 8, 2016, supplementing regulation. The EU No. 596/2014 of the European Parliament and of the Council on regulatory technical standards for the arrangements applicable to buyback programs and stabilization measures. The so-called Delegated Regulation or any other regulations as well replaced or amend the MAR or the Delegated Regulation. The purchase price of treasury shares will be determined taking into account relevant provisions of the MAR of the Delegated Regulation or any such regulations as will replace or amend MAR or the Delegated Regulation. Four, treasury shares will be purchased against cash payment, at the purchase price to be paid by the Bank out of the capital reserve referred to in Paragraph 3 below, established for this purpose out of the amount which in account -- in accordance with Article 348. Paragraph 1 of the Commercial Companies Code may be used for distribution among shareholders, i.e., the maximum aggregate purchase price for all treasury shares under the treasury shares buyback program increased by the related acquisition costs will not exceed PLN 50 million. Five, the authorization of the Bank's Management Board to acquire treasury shares will remain in force for a period of three years from the effective date of the resolution as set forth in Paragraph 5 below, but no longer until the funds set aside of the acquisition of treasury shares as specified above are exhausted, with the possibility of acquiring treasury shares within the framework of the treasury shares buyback program in any manner during the authorization period, including acquisitions in stages or tranches. Six, the Management Board may, at its own discretion and guided by Bank's interest, discontinue the acquisition of treasury shares before the end of the authorization period or before all the funds set aside for the acquisition of treasury shares are fully exhausted or abandon the acquisition of all or part of treasury shares or withdraw at any time from the implementation of this resolution. Seven, treasury shares acquired by the Bank under the treasury shares buyback program may be offered to eligible persons referred to above, under the terms and conditions specified or referred to in resolutions on incentive plans in the performance of the bank's obligations related to the incentive plans or, if not transferred under the terms and the conditions set forth above, may be redeemed in a separate procedure by the Bank or disposed of by the Bank, in each case, subject to restrictions on such redemption or disposal as prescribed by the applicable rules and regulations. Paragraph 3, financing of treasury shares buyback program. In order to finance the acquisition of treasury shares within the framework of the treasury shares buyback program in accordance with provisions of Article 362 Paragraph 2 Clause 2 in conjunction with Article 348 Paragraph 1 of the Commercial Companies Code, the Extraordinary General Meeting resolves to establish a reserve capital to be used to finance the acquisition of the treasury shares by the bank within a framework of the treasury shares buyback program for purpose of contributing funds into the reserve capital referred to above. The amount of PLN 50 million was being transferred for the reserve capital created out of profits, distributable as dividends, to the reserve capital created pursuant to this resolution for purposes of implementing the treasury-based shares buyback program and the reserve capital generated of profit is being reduced by the amount of the reserve capital created pursuant to this resolution in account of requirements set forth in Article 363 Paragraph 6 of the Commercial Companies Code. The Extraordinary General Meeting shall hereby resolves that upon the lapse of the authorization period or in events set forth in Paragraph 2 Section 6 above, funds collected within the reserve capital, reserve pursuant to the -- this resolution and that shall not be used up for acquiring treasury shares under the treasury shares buyback program shall be transferred back to the capital or funds that contributed funds to the reserve capital created pursuant to this resolution while the reserve capital created pursuant to this resolution and referred to in Paragraph 3 herein will be dissolved without the need of a separate resolution to be passed by the general meeting. Paragraph 4. Authorization for the Bank's Management Board. In order for the bank to acquire treasury shares under the treasury shares buyback program for the purpose of transferring them to eligible persons under the incentive programs referred to above, the Extraordinary General Meeting hereby authorizes the Bank Management Board to acquire treasury shares. Under the terms and conditions set forth in this resolution and take any legal and factual action necessary to acquire treasury shares, in particular, to determine detailed rules to acquire treasury shares to any extent, not specified herein, including determination of the procedure for the acquiring of treasury shares and execute an agreement with a selected investment firm regarding intermediation and the acquisition of treasury shares or to authorize a separate organizational unit of the Bank to acquire treasury shares. Paragraph 5. The resolution enters into force upon its adoption provided that the acquisition of treasury shares under the treasury shares buyback program is permitted on condition that the Bank originally obtains a permit from the Financial Supervision Authority as specified in Article 77 and 78 of regulation EU No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending regulation EU No. 648/2012 applicable to the acquisition of such treasury shares. And now let us take a vote concerning Resolution 5/2022 concerning authorization of the Management Board to acquire treasury shares and to create a reserve capital for purpose of treasury shares buyback program. Let us vote. [Voting]

I hereby close the votes. 105,247,510 votes in favor; 3,512,111 votes against; no votes of abstention. I hereby conclude that the Extraordinary General Meeting has authorized the Management Board to acquire treasury shares of the Bank for purposes of incentive programs resolved by the Extraordinary General Meeting. Let us proceed to the final resolution, substantive resolution. And this is Resolution No. 6/2022 of the Extraordinary General Meeting of Bank Handlowy w Warszawie. With respect to amending of the Articles of Association of Bank Handlowy and Warszawie joint stock company. The text of the resolution has been published in the invitation to this Extraordinary General Meeting, hence, I would simply like to open the discussion on the draft resolution. If there's any questions or comments that shareholders would wish to raise with respect to this proposed resolution. I see none. Resolution No. 6, with respect to amendment of the Articles of Association of Bank Handlowy and Warszawie. Paragraph 1, changes in Articles of Association in the Extraordinary General Meeting of the Bank acting pursuant Paragraph 9, Section 2, Subsection 2 of the Articles of Association and 430 Paragraph 1 of the Commercial Companies Code hereby decide Paragraph 1, Section 31, Section 7 of the Bank's Articles of Association shall now read as follows: Seven, the redeeming of shares requires a resolution of the General Meeting of Shareholders and prior authorization from the Polish supervisory authority. The resolution shall in particular specified the legal basis of redeeming shares, amount of redemption due to the shareholder of redeemed shares or justification for the redeeming of shares without payment for such shares. Paragraph 2, Paragraph 3, 31, after Section 7 of the Articles of Association of the Bank. Eight, the bank may acquire the Bank's own shares on the principles set out in generally applicable provisions of law subject to prior authorization from the Polish FSA. And Paragraph 2 of the resolution, authorization of the Supervisory Board. Extraordinary General Meeting of the Bank has a result based on the Article [ 433 ] Paragraph 5 of the code of commercial companies to authorize the Supervisory Board of the Bank Handlowy w Warszawie to adopt a consolidated text of the Articles of Association of Bank Handlowy and Warszawie. Paragraph 3, the resolution shall be effective upon the registration of the aforementioned amendment by the court of Commercial Register. Pursuant to Article 34.2 of Act on Banking Law of 29 August 1997, the aforementioned amendment of the Articles of Association of the Bank requires the consent of the financial supervision authority. And change in articles according to the Commercial Code requires 3/4 majority of votes. So now let me open the vote on amending the Articles of Association of the Bank. [Voting]

Thank you very much. I now close the vote. In favor of the resolution, 105,669,647 votes, which constitutes 97.16% of the votes; against 3,089,974. I hereby state that the resolution on changes amending the Articles of Association has received the required majority of votes and has been, hence, adopted. With the adoption of this resolution, we have exhausted the agenda for today's meeting. And let me formally close the general meeting, and I thank all shareholders for their participation. [Statements in English on this transcript were spoken by an interpreter present on the live call.]