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

April 26, 2023

Warsaw Stock Exchange PL Financials Banks shareholder_meeting 74 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

Good morning, ladies and gentlemen. My name is Slawomir Sikora. I am the Chairman of the Supervisory Board of Bank Handlowy -- of Citibank Handlowy and also I hereby open the Ordinary General Shareholders Meeting of Citibank Handlowy S.A. call for today by the Management Board of the bank. A very warm welcome to all shareholders, members of the Management Board headed by Madam Chairman, members of the Supervisory Board. Now in line with the -- our agenda, please put forward your candidates for the chairperson of this meeting. Acting for S.A. investment corporation, I would like to propose Yaroslav Ivanitsky as the chairman of this session. Thank you very much. I would like to ask whether Mr. Yaroslav Ivanitsky consents to becoming Chairperson.

Unknown Executive

executive
#2

Yes, I do. Thank you.

Unknown Executive

executive
#3

Are there any other candidates? None? Let us now vote who is in favor of electing Mr. Yaroslav Ivanitsky as Chairman of this Ordinary General Shareholders Meeting? Everything is electronically handled, so it is very difficult to find out whether the votes have been casted already. Who's against? Who's abstained? Let us wait for the result. In favor, 108,24,737 votes. These have been casted in favor. All votes in favor, I would like to conclude that Mr. Yaroslav Ivanitsky has been elected Chairman of this Ordinary General Shareholders' Meeting. Now over to Mr. Yaroslav Ivanitsky.

Unknown Executive

executive
#4

Good morning, ladies and gentlemen. Thank you very much for electing me. I will -- obviously will -- I declare that I will try to do whatever I can in order to monitor and moderate this meeting in respect for all shareholders' rights. Could I please request the list of attendants I am required to sign. This meeting is attended by 16 shareholders representing and total 108,24,738 shares, i.e. 82.67% of the share equity of the bank. Today's shareholders meeting, as has been emphasized by the Chairman of the Supervisory Board has been called by the Management Board by an announcement published in my report #6/2023 of March 29, 2023, i.e., all requirements arising from the commercial companies code have been met. As have been provisions concerning the public market. Hence, I would like to conclude that this meeting has been called properly and is thus authorized to pass binding resolutions. If I may, I would like to provide you with a couple of information with a couple of -- well, a handful of logistics with regard to the cause and progress of this meeting. Today's meeting is attended by Mr. Slawomir Sikora, Ms. Silvia Carpitella, Mr. Marek Kapuscinski, Ms. Anna Rulkiewicz, Ms. Barbara Smalska. Other Supervisory Board members have excused their absence. Now in terms of the Management Board, the following members are in attendance: Madam President Elzbieta Swiatopelk-Czetwertynska, Ms. Natalia Bozek, Mr. Maciej Kropidlowski, Ms. Barbara Sobala, Andrzej Wilk, Ivan Vrhel. Other management Board members have excused to their absence. From what I gather, since we shall be focusing on financials today, we also have representatives of the bank certified auditor. Yes, we do. Now the following question. Do we have representatives of the media present? None? A couple of comments concerning the cause and proceedings of this meeting. All votes are taken in open ballot. Closed ballot shall be announced for personal matters, whereas today, we shall only be focusing on observing the members of the Management Board and Supervisory Board of their duties. Now should any shareholders file a motion for voting in closed ballot, I shall be announcing voting in closed ballot with regard to any other resolution. Now I have -- well, the content of proposed resolutions have been actually already announced by the Management Board. I will be quoting them. Now should shareholders be any -- have any comments regarding those to reject any other resolution, please let me know and then I shall be modifying the content of such resolution and then we shall be voting. Modified content is a priority. Moreover, each and every shareholder voting against may also file an objection with regard to specific matters. Such objections can be also made part of the minutes. Now the objection opens the road to -- opens the path to appealing against a specific resolution by a shareholder. That is all in terms of logistics. Now let us move to substantive matters. Let us now adopt the agenda. The agenda comprised opening of the meeting, election of the chairperson of the meeting. Confirmation of the meeting has been duly convened and is capable of taking valid resolutions. Adoption of the agenda, taking resolutions on the consideration and approval of the annual financial statements of the bank for the financial year ended December 31, 2022, consideration and approval of the annual consolidated financial statement of the capital group, consideration and approval of the report of the activity of the bank and the Capital Group of the bank and nonfinancial information and granting discharge to the members of the bank's Management Board and Supervisory Board members, consideration and approval of the remuneration policy applied to the bank, assessment of the effectiveness of the Supervisory Board's operation for 2022 and assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board in this period. Opinion concerning the Supervisory Board's report on the remuneration of the Management Board members and members of the Supervisory Board of Bank Handlowy for the 2022 granting discharge the member of the Supervisory Board, distribution of the net profit for the year 2022, distribution of undistributed net profits for previous years, acceptance of information, the amendments of regulations and closing of the meeting. Ladies and gentlemen, any comments? I see none. Let us now vote concerning Resolution #2 of the meeting. The Ordinary General Meeting hereby approves the agenda of the ordinary general meeting. Let us vote. [Voting]

Unknown Executive

executive
#5

Thank you very much. The vote is closed. Thank you very much. I hereby conclude that the General Shareholders' Meeting has adopted the agendas proposed unanimously. Now let us move to strictly substantive matters. The passing of resolutions. We shall be focusing on financials, regarding the consideration approval of the annual financial statements of the bank for the financial year ended December 31, 2022. Could I ask Madam President to enlighten us with regards to most recent developments?

Unknown Executive

executive
#6

Good morning, ladies and gentlemen. I am very, very happy to see you today, and I am happy to be able to present you the -- before our performance for 2022. This -- that was an extraordinary year. We were working in very difficult geopolitical conditions and therefore, high dynamics on financial markets. The outbreak of the Ukrainian war has changed our sense of security, bringing profound changes to world economy and causing humanitarian crisis that we did not remain indifferent to. Regardless of the very difficult conditions and environment, the Bank Handlowy has delivered record-breaking performance and supported its clients. We were wherever our expertise, know-how knowledge of local markets and the global outreach were needed. During today's meeting, I would like to present excellent financial performance of the bank for 2022, and summarize our most important business accomplishments. I will also be talking about the delivery of main assumptions for the strategy of the bank for 2022, 2024, since 2022 was the first year of the new -- of the bank's new strategy. I would also want to share comments with regard to activities taken by the bank in the ESG area last year, as this area forms a fundamental part of our strategy. I will also be talking about the distribution of profit for 2022, but that will be discussed shortly. Let me begin by summarizing the financial performance of the bank. 2022 was a time of record-breaking growth in revenue, both for institutional banking, 72% of all bank revenue but also in the Retail Banking division. The group's revenue has grown by 55% year-on-year, whereas in institutional banking, this growth amounted to 51%, whereas in retail banking specifically, 67% year-on-year in comparison with 2021. The growth in revenue was impacted by the growth in interest rates, which also contributed to growth in interest with regard to the portfolio of investment debentures and the strategic volumes in terms of institutional banking. Operational costs, as seen on the slide, have grown in 2022 by 11% given the inflation pressure and higher regulatory costs. These growths were also recorded for payroll. The bank continues to invest in human resources, not to mention the growth in administrative costs including aforementioned regulatory costs and ITC and computer hardware expenses. The cost to income ratio amounted to 37%. We have also recorded a 14% change -- improvement in comparison to last year. Now the overall growth had also amounted from a poor outlook with regard to the overall financial forecast, specifically in terms of the high inflation -- persisting high inflation rate. The quality of the loan portfolio is invariably good. Now with regard to the loan portfolio of the bank, all ratios are much considerably above the median for the banking sector. The Management Board and staff have taken specific activities with an outcome of a record-breaking net profit of PLN 1.5 million -- above PLN 1.5 million. Now this actually has doubled our performance for 2021. And also it is the highest ever performance in the bank's history. That amount of the net profit was possible to be achieved thanks to the implementation of the bank's strategy in the key areas. In 2022, the bank participated in many strategic transactions, including certain transactions that meet the ESG criteria, like, for example, financing [indiscernible] holding. The PLN 5.7 billion of funding was provided to institutional banking customers that was the increase of more than 50% year-to-year and PLN 1.6 billion for corporate customers and PLN 1.7 billion for individual customers. That was the year where we increased the volumes of payments served. In the segment of corporate cards, in 2022, the value of cashless transactions increased by 83% for credit cards and by 31% for debit cards compared to 2021. The value of trade transactions increased by 10% compared to 2021. Here in financing of trade. So the bank remains the leading financial institution in terms of finding -- funding of supplies and procurement. The Citi Handlowy won lot of awards, for example, the first place in the Euromoney ranking as the market leader. We also focus on asset management, the Citi Private clients number increased by 8%. And also, there was an increase in the segment of individual clients by 6%. On Slide #5, I'm going to summarize the first year of the implementation of the bank's strategy for the period 2020 to 2024. That was adopted at the end of 2021 before the breakout of the war in Ukraine. I have a pleasure to tell you that the ambitious goals planned for 2022 were achieved and in the case of long-term objectives, we are progressing in the direction. In 2022, we operated with our customers very closely. We helped them manage liquidity and foreign exchange risks on the fluctuating financial markets. We supported the development ambitions and we provided advice in the case of the transactions. That was reflected in our results. We increased the total revenues by 55% year-on-year. And for institutional banking, the increase was 14%. And in Consumer Banking, it was 33% increase. Also, our investment grew faster than budgeted. The increase was at the level of 24% compared to the assumed 12% and the return on assets was 2.2%. The plans were 1.4%. We also improved the efficiency despite the 11% increase of operational costs, the cost-to-income ratio is 35%, which is much better than defining our strategy. We are also happy that we increased the assets in corporate banking by 11% compared to the previous year. It was in this segment where we wanted to be the first choice bank for companies that have international needs and ambitions, which would enable us to further increase income from the customers in the coming years. We are going to continue to focus on ESG Digital and investment banking in the coming years. We are going to focus on development of employees and organizational culture. We are also going to monitor the surroundings of the banks considering the future macroeconomic situations, dynamic changes in the banking environment and also changes in the risk assessment resulting from the need to establish provisions related to currency loans. On this slide, I would like to show you the implementation of the objectives that we've set in the area of ESG. Our business objectives are integrated with the objectives of sustainable development, because this is a key part of our strategy. We support the green transformation customers and environmental, social and corporate governance issues are taken into account, among others, in our credit loan decisions. In 2022, we have been successful in acquiring new green assets and we provided almost PLN 400 million financing in the segment, which brings us closer to our target of PLN 1 billion green assets by 2024. In 2022, we also improved the key ESG indicators of our bank, and we also achieved the objectives related to the reduced emissions and reduced energy consumption. Our employees also get involved in volunteering. And I'm very proud of our employees who helped those in need. The actions were targeted at helping the Ukrainian refugees and almost 100 support projects have been conducted with participation of almost 1,000 volunteers and the relatives. We also implemented tasks related to education and also providing support to social and educational initiatives. Now I would like to discuss the slide that is showing building of the value and the dividends. On the left-hand side, you can see the situation of the bank's shares in the previous year. During the first few months, the level was PLN 60, then there was decrease in February caused by the breakout of the war in Ukraine. Now the decrease at the beginning of July was caused by the announcement of the credit holidays. And in the first quarter, the price of bank's share started increasing very fast, reaching the record-breaking level of PLN 76. The return on investment was 20%, taking into account the dividend rate. We are consistent in implementation of the dividend policy of the bank. Most of the earnings -- net earnings are going to be provided to the shareholders in the form of dividend. Now taking into account the regulatory changes, the dynamic situation in the banking environment, and also the requirements related to MREL, the Management Board of the bank decided to allocate 75% of the bank's profit to the dividend and the remaining part will be allocated to the supplementary capital. The dividend rate is 11%, and the dividend per action is PLN 9. The dividend and payment date will be the 15th of May 2023 and the dividend date is 8th of May 2023. On the next slide, you can see our achievements for 2022, despite of the difficult environment, I believe that the year was very good for the bank. First of all, the bank has achieved the very high net profit, the highest in the history. The return on equity was 24%. We had higher revenues, plus 55% year-on-year, and that was translated in increased operational margin that increased by 101%. We also had increased dynamics of assets in the corporate banking and we also consistently implemented our ESG objectives. We supported our customers on the currency markets, which is demonstrated by increased FX volumes. The increase was 30%. And we are also happy that the customers are coming also to our retail banking, and we have an increased number of wealthy customers. So I would like to thank members of the Management Board for a very good cooperation. Thank you for your attention, and I will be happy to answer any questions you may have. Well, thank you very much, President. Now I'd like to open the discussion on the activity of the bank in the year -- financial year 2022. Do we have any questions from the shareholders, including the shareholders who are connected remotely? I don't see any questions. So thank you very much once again. Therefore, we can proceed to the less interesting part of this package, that is we are going to vote on individual resolutions that are required in order to approve the activities of the [indiscernible]. The first resolution is Resolution #3 of the Ordinary General Meeting of the Bank Handlowy Warszawie Spólka Akcyjna on consideration and approval of the annual financial statements of the bank for the financial year ended December 31, 2022. Pursuant to Article 395, Paragraph 2 Item 1 of the Commercial Companies Code and Paragraph 9, Section 1 Item 1 of the Bank's Articles of Association, the Ordinary General Meeting of Bank Handlowy S.A. having considered the annual financial statements of Bank Handlowy Warszawie S.A. for the financial year ended on the 31st of December 2022 has resolved to approve the annual financial statements of Bank Handlowy Warszawie S.A. for the financial year ended 31st of December 2022, comprising a statement of financial position prepared as of the 31st of December 2022, showing the balance sheet, the total of PLN 69,892,966. The income statement for the year 2022, showing the net profit amounting to PLN 1,569,310. The statement on comprehensive income for the year 2022 showing the total comprehensive income of PLN 1,315,099. Statement of changes in equity for the year 2022, showing an equity balance of PLN 7,899,604 and the cash flow statement for the year 2022, showing the net cash balance of PLN 658,777. An additional information on explanatory notes together with the independent auditor's report on the audit of the financial statements. All these documents have been provided to the shareholders together with the rest of the materials for the general meeting. So I would like to open the vote on the resolution to approve the unconsolidated financial statements of the bank for 2022. [Voting]

Unknown Executive

executive
#7

Thank you very much. I hereby close the vote. Thank you very much. I hereby wish to conclude that the Ordinary General Meeting has approved the financial statement for 2022 unanimously. Now we are about to vote on the consideration and approval of the report of the annual consolidated financial statements of the Capital Group of the bank. Pursuant to Article 395, Clause 5 of the Commercial Companies Code in conjunction with Article 55 Paragraph 5 and Article 53, Paragraph 1 of the Accounting Act of 29 September 1994, the Ordinary General Meeting of Bank Handlowy Warszawie S.A. having considered the annual consolidated financial statements of the Capital Group of Bank Handlowy Warszawie S.A. for the financial year ended on December 31, 2022 has resolved to approve the annual consolidated financial statements of the Capital Group for the financial year ended December 31, 2022, comprising the consolidated statement of the financial position prepared for December 31, 2022, showing a balance sheet total of PLN 69,801,402. The consolidated income statement for the year 2022, showing a net profit of PLN 1,545,680. Consolidated statement of the comprehensive income for the year 2022, showing total comprehensive income of PLN 1,291,558. Consolidated statement of changes to equity for the year 2022, showing an equity balance of 7,960,245. Consolidated cash flow statement for the year 2022, showing a net cash balance of PLN 658,777. And additional information and explanatory notes together with the independent auditor's report on the audit of the financial statements. Let us vote, ladies and gentlemen, concerning the resolution to approve the annual consolidated financial statements of the Capital Group of the bank for the financial year ended on December 31, 2022. [Voting]

Unknown Executive

executive
#8

I wish to conclude that the Ordinary General Meeting has approved the annual consolidated financial statements of the Capital Group of the bank for the year 2022 unanimously. Now let us consider and improve the report of the -- on the activity of the bank and the Capital Group of the bank in 2022 and the report on the nonfinancial statements of the bank and the Capital Group of the bank for 2022. Article #5 pursuant to Article 395 Clause 2 Item 1 and Clause 5 of the Commercial Companies Code and Paragraph 9, Section 1, Item 1 of the Bank's Article Association, the Ordinary General Meeting of Bank Handlowy Warszawie S.A. after consideration has resolved or approve the report and activities of Bank Handlowy Warszawie S.A. and the Capital Group of Bank Handlowy Warszawie S.A. in the year 2022 as well as the nonfinancial statements of the Bank Handlowy Warszawie S.A. and the Capital Group of Bank Handlowy Warszawie S.A. for the year 2022. Let us take a vote. Let us vote concerning the resolution. [Voting]

Unknown Executive

executive
#9

Thank you very much. The vote is closed. Thank you very much. I wish to conclude that the Ordinary General Meeting has approved the report on the activity of the bank and the Capital Group of the bank in 2022 unanimously. Now the next item on our agenda is the granting of discharge to the Management Board, including their President. Should shareholders have nothing against, I suggest that we vote for all these resolutions on mass, and then I will give you the results of votes individually. Thank you very much. We have identical resolutions for all items. Pursuant to Article 395 Clause 2.3 of the Commercial Companies Code and Clause 9 Section 1 Item 3 of the Bank's Articles of Association, the Ordinary General Meeting resolved to grant discharge for President of the Management Board of the Bank Handlowy S.A. and specifically, respectively, for Management Board members. And last but not least, this is a personal matter, as I said before, we shall be voting in closed ballot. I would like to thus announce a vote on Resolution #6 concerning the granting of discharge to the President of the bank's Management Board, Ms. Elzbieta Swiatopelk – Czetwertynska. Let us Vote. [Voting]

Unknown Executive

executive
#10

Thank you very much. Vote is closed. Now Resolution #7, concerning the granting of discharge to Ms. Natalia Bozek, the Vice President of the Management Board of Bank Handlowy Warszawie S.A. I'm sorry. We also have to take account of our shareholders' voting remotely. The granting of discharge for Vice President of the bank's Management Board, Ms. – Natalia Bozek, Resolution #7. Let's vote. [Voting]

Unknown Executive

executive
#11

Can we close the vote, please? Thank you very much. The vote is closed. Resolution #8, concerning the granting of discharge to Vice President of the bank's Management Board, Mr. Dennis Hussey. The vote is open. [Voting]

Unknown Executive

executive
#12

Thank you very much. The vote is now closed. Resolution #9 on the granting of discharge to Vice President of the bank's Management Board, Mr. Maciej Kropidlowski. The vote is now open. [Voting]

Unknown Executive

executive
#13

Thank you very much. The vote is now closed. Resolution #10, concerning the granting of discharge to the Vice President of the bank's Management Board, Ms. Barbara Sobala. The vote is now open. [Voting]

Unknown Executive

executive
#14

Thank you very much. The vote is now closed. Resolution #11, on the granting of discharge to the member of the bank's Management Board, Mr. James Foley. The vote is now open. [Voting]

Unknown Executive

executive
#15

Thank you very much. The vote is now closed. Resolution #12 concerning the granting of discharge to the Vice President of the bank's Management Board, Ms. Katarzyna Majewska. There is 1 amendment in comparison with the previous resolutions. Ms. Katarzyna Majewska shall be assessed both as the Vice President and member of the Management Board of Bank Handlowy Warszawie S.A. So Ms. Katarzyna Majewska has been now evaluated wearing a double hat, so to speak. The vote is now open. [Voting]

Unknown Executive

executive
#16

Thank you very much. The vote is now closed. Resolution #13, concerning the granting of discharge to the member of the Management Board and Vice President of the Management Board of Bank Handlowy Warszawie S.A., Mr. Andrzej Wilk. The vote is now open. [Voting]

Unknown Executive

executive
#17

Thank you very much. The vote is now closed. Resolution #14, concerning the granting of discharge to member of the bank's Management Board, Mr. Ivan Vrhel. The vote is now open. [Voting]

Unknown Executive

executive
#18

Thank you very much. The vote is now closed. So as far as the granting of discharge to the President, the decision was unanimous and Natalia Bozek, Vice President, again unanimous decision in favor. Dennis Hussey, Vice President of the bank, the discharge was voted in favor unanimously. Maciej Kropidlowski, Vice President, again, unanimous vote in favor. Vice President of the Management Board of Barbara Sobala, again unanimous vote in favor. James Foley, member of the Management Board of the bank, unanimous decision in favor. Vice President of the Management Board of the bank, Katarzyna Majewska, unanimous vote in favor. Vice President of the Management Board of the Bank, Mr. Andrzej Wilk, unanimous vote in favor and Mr. Ivan Vrhel, again the unanimous vote in favor. So I can say that all members of the Management Board have obtained full approval of the shareholders as far as their performance of the duties last year is concerned. Thank you very much. Now we are going to proceed to the next point on our agenda, that is consideration and approval of the bank, Supervisory Board's report on its activity for 2022, assessment of the remuneration policy applied to the bank, assessment of the effectiveness of the Supervisory Board's operation for 2022 and assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board in this period. As far as the report on the Supervisory Board's activity, the report has been published in the materials provided for the general meeting. Let's hear from the Chairman of the Supervisory Board.

Unknown Executive

executive
#19

Well, thank you very much. On behalf of the Supervisory Board, I would like to say a few words about last year. As Mr. Chairman has said, the report is available. However, I'd like to say that the Supervisory Board when performing its duties has been taken intense actions both in individual committees dedicated for individual areas of the operation of the bank, like the Audit Committee, Risk and Capital Committee, Nomination and Remuneration Committee and the Strategic Committee. In all these committees, we've been very active dealing with the areas that have been indicated as those that the Supervisory Board needs to deal with. Now what requires special [indiscernible] attention is the adequacy of internal regulations, and we have decided that the internal regulations of the bank are appropriate for the risk to be properly managed in the bank and also for the internal control system to be run properly. As to the remuneration policy, let me say that we've been dealing with it. Several times, we've assessed the adequacy of the remuneration policy. And this regards both the remuneration of members of the Supervisory Board and the Management Board. The remuneration consists of a fixed and variable part. And in my opinion, this corresponds to both short-term and mid-term objectives set in the strategic plan. The mid-term would be 3 years. Let me also say that the bank applies the method of deferring part of the remuneration for the period of 5 years, which, in our opinion, again, balances the will to take the risk and taking responsibility for the risk taken as well as the financial objectives. The third thing I would like to emphasize, well, to echo what the President of the Management Board has said. Last year was actually good for the bank. We achieved our objectives in difficult market conditions, but the year was good, not only for the bank and for the management of the bank, it was also very good for the shareholders. The value of the bank increased by more than 4 billion, from 7 billion to 11 billion, which definitely is the source of satisfaction to the shareholders. And I think that the shareholders' expectations have been met. So here, I would like to thank and congratulate the Management Board on such results. And at the same time, I would like to thank my colleagues from the Supervisory Board. If you have any questions to the report, we'll be happy to answer them. Thank you very much.

Unknown Executive

executive
#20

In such a case, are there any questions from the shareholders to the report of the Supervisory Board? I don't see any questions. And therefore, I would like to open the vote on Resolution #15 on consideration and approval of the Bank's Supervisory Board support on its activity for 2022, assessment of the remuneration policy applied to the bank and assessment of the effectiveness of the Supervisory Board's operation for 2022 and assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board in this period. The Ordinary General Meeting resolved to approve the Bank Handlowy Warszawie S.A. Supervisory Board's report and its activity for 2022. Based on an assessment as contained in the report of the Supervisory Board states that the established remuneration policy contributes to the development and security of the operations of the bank. And based on the Supervisory Board self-assessment as contained in the report of the Supervisory Board positively assesses the effectiveness of the Supervisory Board's operation for 2022 and considers the internal regulations regarding the functioning of the Supervisory Board in that period as adequate. And now I would like to open the vote on the resolution approving the report of the Supervisory Board. [Voting]

Unknown Executive

executive
#21

Thank you very much. I hereby close the vote. Thank you. I would like to announce that the General Meeting of Shareholders has unanimously approved the report on the activities of the Supervisory Board in 2022. The next item on the agenda concerns the resolution regarding the opinion to the Supervisory Board's report on remuneration of the Management Board members and members of the Supervisory Board of Bank Handlowy Warszawie S.A. in the year 2022 based on Article [indiscernible] of the Act of July 29, 2005, of public offering and the conditions for introducing financial instruments in an organized trading system on public companies. The ordinary general meeting gives its positive opinion to the Supervisory Board's report on remuneration of the Management Board members and members of the Supervisory Board of Bank Handlowy Warszawie S.A. in 2022. The vote is now open. [Voting]

Unknown Executive

executive
#22

Thank you very much. The vote is now closed. And the resolution expressing a positive opinion on the report of the Supervisory Board received 105,16,801 votes in favor, as 307,936 votes were against and there were no abstentions. So generally speaking, the remuneration policy in the bank has been assessed positively. Now the next point on the agenda is granting discharge to the members of the bank's Supervisory Board for 2022. And if you agree, ladies and gentlemen, I would like to propose the same manner of voting as in the case of giving discharge to members of the Management Board. So the resolutions pursuant to Article 395, Paragraph 2.3 of the Commercial Companies Code and Article 9 Section 1 Item 3 of the Bank's Articles of Association, the Ordinary General Meeting resolved to grant discharge to and here comes the name, for 2022. The first Resolution #17, concerning -- concerns granting of discharge to Slawomir Sikora, Chairperson of the Supervisory Board of the Bank Handlowy Warszawie S.A. Again, we have a secret ballot. Now I would like to open the vote on the granting of discharge to the Chairperson of the Supervisory Board. [Voting]

Unknown Executive

executive
#23

Thank you. The vote is now closed. Now Resolution #18, concerning the granting of discharge to the Vice Chairperson of the Supervisory Board of the bank, Ms. Kristine Braden. The vote is now open. [Voting]

Unknown Executive

executive
#24

Thank you. The vote is closed. Resolution #19, concerning the granting of discharge to the member of the Supervisory Board of the bank, Mr. Frank Mannion. The vote is open. [Voting]

Unknown Executive

executive
#25

Thank you. The vote is now closed. Now the Resolution #20 on the granting of discharge to the member of the Supervisory Board of the bank, Ms. Jenny Grey. The vote is now open. [Voting]

Unknown Executive

executive
#26

Thank you very much. The vote is closed. Now Resolution #21, concerning the granting of discharge to member of the bank's Supervisory Board, Mr. Marek Kapuscinski. The vote is now open. [Voting]

Unknown Executive

executive
#27

Thank you very much. The vote is now closed. Resolution #22, concerning the granting of discharge to the member of the bank's Supervisory Board, Mr. Gonzalo Luchetti. The vote is now open. [Voting]

Unknown Executive

executive
#28

Thank you very much. The vote is now closed. Resolution #23, concerning the granting of discharge to member of the bank's Supervisory Board Ms. Anna Rulkiewicz. The vote is now open. [Voting]

Unknown Executive

executive
#29

Thank you very much. The vote is now closed. Resolution #24, concerning the granting of discharge to member of the bank's Supervisory Board, Ms. Barbara Smalska. The vote is now open. [Voting]

Unknown Executive

executive
#30

Thank you very much. The vote is now closed. I am sorry, I did not hear the comment from the floor. Okay. So we will come back to it. That was Resolution #24 on the granting of discharge to member of the Supervisory Board, Barbara Smalska. Let us revote. Can we now take? I understand there was a technical problem with voting. Are you able to vote now? [Voting]

Unknown Executive

executive
#31

Thank you very much. The vote is now closed. Now Resolution #25, concerning the granting of discharge to member of the bank's Supervisory Board, Ms. Silvia Carpitella. The vote is now open. [Voting]

Unknown Executive

executive
#32

Thank you very much. The vote is now closed. Resolution #26, concerning the granting of discharge to member of the bank's Supervisory Board, Ms. Helen Hale. The vote is now open. [Voting]

Unknown Executive

executive
#33

Thank you very much. The vote is now closed. Resolution #27, concerning the granting of discharge to a member of the bank's Supervisory Board, Ms. Andras Reiniger. Let us now vote. The vote is open. [Voting]

Unknown Executive

executive
#34

Thank you very much. The vote is closed. The Chairman of the Supervisory Board, Slawomir Sikora unanimously approved of Vice President of Supervisory Board, Ms. Kristine Braden unanimously granted discharge. Mr. Frank Mannion, member of the Supervisory Board has been unanimously -- has been granted unanimous discharge. Ms. Jenny Grey, member of the Board has been unanimously granted discharge. Mr. Marek Kapuscinski, member of the Supervisory Board has been unanimously granted discharge by the meeting. Mr. Gonzalo Luchetti, member of the Board has been unanimously granted discharge by the Ordinary Meeting. Ms. Anna Rulkiewicz, member of the Supervisory Board has been granted -- has been unanimously granted discharge by the meeting. Ms. Barbara Smalska, member of the Supervisory Board has been unanimously granted discharge by the meeting. Ms. Silvia Carpitella has been unanimously granted discharge by the meeting. Ms. Helen Hale, Supervisory Board member has been unanimously granted discharge by the meeting. And Mr. Andras Reiniger, member of the Supervisory Board has been unanimously granted discharge by the meeting. I hereby wish to conclude that in each and every case, the meeting has granted discharge unanimously to all Supervisory Board members. I am sorry, I cannot hear the comment from the floor. The speaker is regrettably not using a mic. I do apologize. I will resume translation once I could hear the speaker. Thank you very much. And we have the next item on our agenda, i.e., passing the resolution concerning the distribution of net profit for the year 2022. Madam President has presented the Management Board's proposal. Resolution #28, let me read it out to you Resolution #28 of the Ordinary General Meeting. Pursuant to Article 395, Clause 2 Item 2 of the Commercial Companies Code and Clause 9 Section 1 Item 2 and Clause 30 Section 1 of the Bank's Articles of Association, the Ordinary General Meeting of Bank Handlowy Warszawie S.A. has resolved this to follow: to distribute the net profit for the year 2021 in the amount of [indiscernible] as far as dividend to shareholders, PLN 1,175,936,400, which means that the dividend per share amounts [indiscernible], to set the date for determining the right of the dividend for May 8, 2023, i.e., the dividend day and to set the date of payment of the dividend for May 15, 2023, the dividend payment date. I would like to ask whether shareholders have any comments or if they wish to file other proposals concerning the distribution of the bank's net profit for the past financial year. None? Let us thus vote. I'm now opening the vote of the Ordinary General Meeting concerning -- or regarding that profit according to what has been proposed. The dividend of PLN 1,175,936,400, that is dividend of PLN 9 per share, PLN 393,373,567.45 as allocation for the reserve capital. May 8, 2023 as a dividend day and May 15 as a dividend payment date. The vote is now open. [Voting]

Unknown Executive

executive
#35

Thank you very much. The vote is now closed. I wish to conclude that the General Shareholders Meeting has unanimously approved the proposal of the distribution of net profit for the previous year. Now we have the next item on our agenda, that is the distribution of the undistributed net profit for previous years, that is Resolution #29. Pursuant to Article 395 Clause 2 Item 2 of the Commercial Companies Code and Clause 9 Section 1 Item 2 and Clause 30 Section 1 of the Bank's Article of Association, the Ordinary General Meeting of Bank Handlowy Warszawie S.A. has resolved to leave the entire undistributed net profit of the bank for the previous year undistributed the said profit amounting to PLN 642,082,090.31. I hereby wish to open the vote concerning the distribution of the undistributed net profit for previous years. [Voting]

Unknown Executive

executive
#36

Thank you very much. The vote is now closed. Thank you very much. I wish to conclude that the General Shareholders Meeting has unanimously approved the Management Board's proposal concerning the distribution of the undistributed net profit for previous years. Now we have the final item on our agenda. So we have acceptance of information on the amendments to the regulations of the Supervisory Board of Bank Handlowy Warszawie S.A. This is Resolution #30, pursuant Paragraph 16 Section 2 of the Bank's Articles of Association, the Ordinary General Meeting of the bank decides to accept information on the amendment to the regulations of the Supervisory Board of Bank Handlowy Warszawie S.A. adopted by a resolution of the Supervisory Board of Bank Handlowy Warszawie S.A. of the 29th of September 2022, with the content constituting appending #1 to this resolution. The shareholders have been presented with the changed articles of associations they received that was together with the materials for the general meeting. Therefore, I would like to open the vote on Resolution #30. [Voting]

Unknown Executive

executive
#37

I hereby close the vote. I would like to conclude that the General Meeting of Shareholders has unanimously accepted the information on the amendments to the regulations of the Supervisory Board of Bank Handlowy S.A. And that was the last item in the agenda. The agenda has been exhausted and therefore, I would like to close the General Ordinary Meeting of shareholders. I would like to thank all the shareholders for the participation. Thank you very much.

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