Bank Millennium S.A. (MIL) Earnings Call Transcript & Summary
March 24, 2021
Earnings Call Speaker Segments
Boguslaw Kott
executiveGood morning, ladies and gentlemen. Pursuant to article 409, para. 1 of -- excuse me, of the Code of Commercial Companies, para. 3 section 3 of the bank's articles of association and regulations of the general meeting of the bank, I open the General Meeting of Bank Millennium S.A. I convene now article 399, para. 1 of the Code of Commercial Companies in relation to article 395 of the Code of Commercial Companies and para. 8, section 1 of the bank's articles of association. A warm welcome to you, ladies and gentlemen. Allow me to introduce [indiscernible], notary, who runs a notarial office. Mr. [indiscernible] will keep the minutes from today's general meeting. Before we proceed to elections of the Chairman of the general meeting, please be advised that voting in the general meeting will be made with use of voting tablets in an IT system developed for the purposes of general meetings. You know this system very well, but I must emphasize it was checked by the notary also as regards voting by secret ballot. The proceedings will be broadcast on the Internet. We ask the representative of UNICOM to remind us of how to use the templates and how to vote. Thank you.
Unknown Attendee
attendeeGood morning, ladies and gentlemen. A brief reminder on how to use the tablets. After the person chairing the meeting orders voting, decision buttons will appear on your screens: yes, no, abstain. Or if you want to vote separately under each of your shares. But if you intend to cast a single vote on your block of shares, you will first press on the button with the decision you want to take. Having pressed the decision button on the next screen, the information will show what decision you selected. And below, the button confirm will appear. To cast the vote you selected, press confirm for the vote to be sent to the system and to be counted. Well, I trust you know these methods very well. But if you have any technical problems, I'll be available at all times during the meeting in the room to assist you. Thank you.
Boguslaw Kott
executiveThank you. Any questions? If not, thank you very much. If not, let us proceed to elect the Chairman of the General Meeting in keeping with article 309, para. 1 of the Code of Commercial Companies and 6 of the general meeting regulations. Candidates, please.
Unknown Attendee
attendeeGood morning. I'm [indiscernible], attorney for shareholder BCP S.A. I'd like to propose Counselor Gawalkiewicz, naturally if he agrees.
Robert Gawalkiewicz
shareholderRobert Gawalkiewicz, I'm a shareholder of the bank. And I agree to stand for election.
Boguslaw Kott
executivePlease be advised that the voting will be made by ordinary majority and by secret ballot. Can we determine the number of shareholders and shares represented? 109 shareholders, 935,504,972 shares. Now under these circumstances, we can proceed to vote. Please cast your votes. [Voting]
Boguslaw Kott
executiveHave we finished voting? May we count the votes? Thank you. We have results of the first voting. Thank you very much. 935,504,969 valid votes were cast out of 935,504,969, in other words, all, constituting 77.11% of shareholders' equity, votes for all, 935,504,969 votes. May I congratulate the counselor on his electoral success. And I'd like to invite him to the table, asking him that he chairs today's meeting.
Robert Gawalkiewicz
shareholderI may remove the mask a little bit because it's really hard to talk. We're in adequate distance between us with the [ judge ] chair, and we have the meeting taking place in an increased amount of contaminations. Well, I would like to thank the Chairman very much for the introduction. It's my first success. Thank you for electing me. My first responsibility is to check and sign the attendance list. Could I please have the attendance list? Now if you'll allow me, I'll sign the attendance list, and we will proceed with the remaining part of the general meeting. Based on the attendance list at today's general meeting, we have 109 shareholders representing 935,000 -- sorry, 935,504,972 shares, i.e., 77.11% of shareholders' equity. And this accounts for the same number of votes, i.e., 935,504,972 votes. This is the attendance status at this general meeting. In keeping with the articles of association, excuse me, the required attendance is 1/4 of shareholders' equity. This requirement has been satisfied. The general meeting was also duly convened by publication on the company's website and with the current report on the 25th of February 2021, i.e., with observance of few deadlines under the Code of Commercial Companies. Thus, the General Meeting was convened in a valid way and is capable of adopting resolutions. Only shareholders or their attorneys may be present at the general meeting as well as representatives of the management Board and Supervisory Board. We also have Mr. [indiscernible], an expert in commercial and banking law, a representative of the chartered accountants, Deloitte & Touche. I understand they are also present. In keeping with the articles of association, all resolutions of Bank Millennium are adopted by an ordinary majority, unless regulations provide. Otherwise, this, in particular, applies to changes in the articles of associates. And with your permission, we will, therefore, proceed to proper item on our agenda, i.e., adoption of the agenda. This adoption -- this detailed adoption was published on the website. It was available to all of you. At any rate, let me read it out again. Point 1, opening of the general meeting. Point 2, information on the voting method. Three, election of the chairperson of the general meeting, resolution #1, already passed. Point 4, confirmation that the general meeting has been duly convened and is capable of adopting binding resolutions. Point 5, presentation of the agenda of the general meeting. Point 6, election of the voting committee. Point 7, examination and approval for the financial year 2020: The Bank Millennium S.A. financial statement and the management Board's joint report on the activity of the Bank Millennium S.A. and Bank Millennium S.A. Capital Group and joint report on nonfinancial information of the Bank Millennium S.A. and Capital Group of Bank Millennium S.A. Point 8, examination and approval of the financial statement of the Bank Millennium S.A. Capital Group for the financial year 2020. Point 9, examination and approval of the report on the activity of the Supervisory Board of Bank Millennium S.A. in 2020 covering: Summary of activities of the Supervisory Board and its committees with self-assessment of the work of the Board; report on assessment of functioning of the remuneration policy in Bank Millennium S.A.; assessment of application of corporate governance principles for the supervised institutions adopted by PFSA and assessment of performance of the disclosure duties concerning good practices of the companies listed at the Warsaw Stock Exchange of 2016; report on assessment of reasonableness of sponsoring, charitable and other activity or similar conducted by Bank Millennium S.A.; report on assessment of the management Board's joint report on activity of the Bank Millennium S.A. and Bank Millennium S.A. Capital Group, joint report on nonfinancial information of Bank Millennium S.A. and Bank Millennium S.A. Capital Group as well as financial statements of the bank and the Bank Millennium's Capital Group; report on assessment of the management Board's motion regarding distribution of profit; assessment of the situation of Bank Millennium, including assessment of the internal control system, the risk management system, compliance and function of the internal audit; and making the assessment of the remuneration policy in Bank Millennium S.A. Point 10, opinion in the matter of the Supervisory Board report on remuneration of the members of the management Board and Supervisory Board. Point 11, adoption of the resolution on distribution of profit for the financial year 2020. Point 12, discharging members of the management Board of Bank Millennium S.A. and members of the Supervisory Board of Bank Millennium S.A. from the performance of the duties in the financial year 2020. Point 13, adoption of the resolution and approval of policy of selection and assessment of the suitability of Bank Millennium S.A. Supervisory Board members. Point 14, adoption of the resolution in the matter of approval of the remuneration policy of members of the management Board and the Supervisory Board of the bank; adoption of the resolution in the matter of amendments to the bylaws of the general meeting of shareholders of Bank Millennium S.A. and on defining its consolidated text. Point 16, determination of the number of members of the Bank Millennium S.A. Supervisory Board. 17, conducting the selection and suitability assessment of candidates for members of the Supervisory Board as well as the election of members of the Bank Millennium S.A Supervisory Board. Point 18, information on the bylaws of the Supervisory Board of Bank Millennium S.A. Point 19, adoption of the resolution in the matter of amendments to the articles of association of Bank Millennium S.A. And point 20, closing of the general meeting. The agenda is quite exhaustive. Therefore, we may proceed to the next item, i.e., our election of the voting committee. And we here are using the support of the renowned and recognized UNICOM company in terms of number of votes. I think the election of the voting committee is -- that's unnecessary, unless you think otherwise. So I understand, therefore, by general acclamation that we'd not have to elect a voting committee. We can, therefore, proceed to the next item of the agenda. And I would like to suggest the following: In terms of all the subsequent items on the agenda, namely that considering as it is the essence of the agenda for general meeting that we consider points from 7 to 11 jointly. These are points concerning consideration and approval of financial reports and the management Board report on the activity of the bank and its group consideration of reports of the Supervisory Board and opinion on and passing a resolution on distribution of 2020 financial year profit. Does anyone think otherwise? If not, I assume, therefore, that you have unanimously agreed to join these points pursuant to my proposal as the Chairman. And therefore, we shall proceed to process them. First of all, we will discuss and adopt resolutions regarding financial statements of the bank and the bank's capital group. I hand it over to the management Board. Thank you.
Joao Jorge
executiveGood morning, ladies and gentlemen. In 2019, Bank Millennium made an acquisition of Euro Bank. We made the takeover, the legal and operational merger within a year. And the Polish market standard is yes. So in 2020, the bank was ready for organic business development. As we all know, because of COVID, everything was different. Although 2020 was a year of unprecedented economic shock, Poland's economy was highly resilient. The GDP decrease in 2020 was only 2.7%, and the GDP growth forecast for 2021 is 4.4%. For banking, the most important factor was the dramatic decrease of interest rates. The reference rate was reduced from 150 basis points to 10 basis points. Nevertheless, the very negative -- and it had a very negative impact on net profit of banks. The banks reacted very quickly to COVID and lockdowns. All branches have equipment and materials necessary for a normal and safe work of the employees and to serve customers safely. All members of head office could work out of their homes, and they can do so today. All payment transactions were available without any surprises. The bank launched credit holidays to support customers, and the bank was also cooperating with PFR in the distribution of public support for businesses and corporations. In the first stages, when we were managing the crisis and managing business continuity, following that, we proceeded to Phase 2. We took all management decisions necessary because of the economic slowdown and reduction of interest rates. We were monitoring the bank's credit exposure and made changes to the risk policy. We took a decision on pricing, particularly of deposits and savings accounts. And we changed the number of branches and head count to reduce costs and boost the bank's effectiveness. Towards the end of the year, we started the last phase. We looked at new customer growth trends and new banking opportunities in Poland. Banking will become a more digital market, a more transparent and competitive one, on which efficiency and productivity will be a crucial competitive advantage. Naturally, the bank continues to be exposed to a higher risk involved with the portfolio of mortgage loans in Swiss francs. In 2020, the bank generated PLN 614 million -- or created PLN 614 million reserves for legal risk on the Swiss franc. For this reason, the bank's net profit was only PLN 23 million. Without the provision for the Swiss franc and other one-off costs, the result would have been PLN 709 million and ROE at 7.8%. Also, please look at the quarterly operation -- operating results. Following a strong decline in the second quarter for region of interest rate cuts, we see an improvement in Q3, then also in Q4. The pandemic changed consumer habits. Customers make increasing use of digital channels and visit branches less. Therefore, making the number of branches more reasonable was a simple decision. The bank reduced the number of branches by 128, and the head count was reduced by 971 employees. This restructuring was made in the retail banking network but also in head office. This allowed the bank to improve its cost structure and to be better prepared for the new environment of low interest rates. One of the most important aspects of activity in 2020 was the high volume of mortgages. We see the trend all over Europe for low interest rates have made mortgages very cheap and deposits less attractive. Therefore, mortgage loans are used to buy housing for residential purposes but also as an investment. In case of cash loans, the market was stable. The bank increased its market share in sale of mortgages from 7.3% to 12.3%. And in case of cash loans, the market share remained at a stable level of 10.7%. As for net interest income, we had PLN 2.583 billion income, i.e., 3% more than last -- than the year before. As for net commission income, we had PLN 746 million income, i.e., 7% more than the year before. Particularly important were insurance products and cards. Our cost of risk is 83 basis points. We created PLN 621 million provisions, i.e., 42% more than the year before. In our opinion, most of the negative impact of the COVID pandemic and the credit moratoria was already reflected in the loans portfolio. And in terms of quality of assets, we think our situation is strong. The corporate loans portfolio was performing very well, much better than with the competitors. I think that as for credit and risk policy, we know well the sectors we want to have credit exposure to. The bank management and Board is convinced that it's important to balance our dividend policy, but bank continues to have a large risk related to the portfolio of mortgage cash loans in Swiss francs. And according to recommendation of KNF, we cannot propose to dividend payment. Bank management and Board is proposing to the general meeting to retain the entire net profit generated in 2020 in own capitals of the bank. Now information about Swiss francs and proposals of KNF Chairman. At the end of the year 2020, FX mortgage loans accounted for nearly 20% of our credit portfolio. Despite the fact that we gradually decreased the volume of those loans year after year, the bank is monitoring this portfolio. On the one hand, actively and successfully offers, for several years now, an opportunity to repay loans earlier or convert to PLN mortgage loans at attractive and convenient conditions. On the other hand, the bank is creating appropriate provisions for potential legal risk. On the 8th of December 2020, Mr. Jacek Jastrzebski, the Chairman of the Polish Financial Supervision Authority, proposed to introduce the sectoral solution in order to resolve the problem of risk connected with FX mortgage loans. In brief, the solution involved -- would involve offering by banks to their customers the opportunity to voluntary enter into compositions agreement. In effect, currency -- foreign currency mortgages would be converted into PLN, the mortgages in PLN at the rate as on the day of granting of the loan with interest based on WIBOR rate. Bank Millennium, together with more than 10 other banks, started -- commenced consultations on the terms and conditions at which such a solution could be carried out and what would -- effect it would bring. Management Board of Bank Millennium, with respect to general principle, it supports the concept. But in our opinion, at least the following important aspects need to be taken account and consulted with us and added to the program. These aspects are: Advantages of opinion or no objection on the part of significant public institutions; support of implementation of the program by National Bank of Poland; level of legal certainty regarding composition agreements, which would be signed with borrowers; level of financial inflows before and after tax and capital consequences. The bank is at the stage now of performing a questionnaire survey among customers. And if the management Board makes a decision to -- about the program, the management Board will submit such a decision for approval to the Supervisory Board and the general meeting of shareholders. This is an effect of the fact that entry into this program will have a huge implication upon financial results and capital results of the bank. According to our preliminary projections, conversion of 100% of the portfolio would result in a cost at PLN 5.1 billion before tax. In addition, it's worthwhile to mention a potential implications of resolutions of the Supreme Court, which are planned to be issued on the 13th and 15th of April. Results of these resolutions at this stage is unknown, but I trust that justice issued by -- I trust in justice of Supreme Court. It's difficult to be understood. It would be unjust if the borrowers of the bank were to have a better situation than those who undertook loans in PLN. Thank you very much.
Robert Gawalkiewicz
shareholderThank you, Mr. Chairman, for your presentation of financial results and financial statements and report of the management Board on the bank's activities and group's activity. Now within our combined points in the agenda, I would like to ask the Chairman of Supervisory Board, Mr. Boguslaw Kott, to present report on the activity of the Supervisory Board in accounting year 2020 and relative to the new duties and the regulation on public offering. Supervisory Board of the bank has an obligation to prepare annual reports on remuneration of members of the management Board and Supervisory Board and all the benefits. And under this duty, Supervisory Board prepared a presentation report on assessment of remuneration of members of Supervisory Board and management Board for the years 2019 and 2020. This report, in line with requirement of the IPO regulations, will be a subject matter of voting. General meeting is adopting a resolution on the opinion. Mr. Chairman, please, the floor is your presentation of the activity and the report on the remuneration of management Board members, Supervisory Board members. Thank you.
Boguslaw Kott
executiveA report on Supervisory Board in 2020 includes activities in 2020 and -- of the Supervisory Board and committees: Audit, Personnel and for Risk Matters, and self-assessment of the work the Supervisory Board with motion to discharge members of the Supervisory Board from the performance of the duty; and the report of remuneration policy in the bank; assessment of corporate governance and good practices of public companies; the fourth, rationality of sponsoring activity, charity activity or other similar activities; and report on assessment by the Supervisory Board of bank's financial statement, Capital Group financial statements, joint report of management Board on the group and bank activity, nonfinancial information of Bank and Capital Group for the year 2020; and 6, report on motion of the management Board regarding distribution of profit; and assessment of the situation of the bank in 2020, taking account of the assessment of internal control system, risk management system, compliance system and internal audit function. And the summary of Supervisory Board activities, as it was mentioned before, events of 2020. First of all, pandemic created a specifically difficult period not only for Polish economy but also globally. The crisis -- pandemic crisis had an impact practically on all shares of life, socioeconomic life, many entrepreneurs lost possibility to contact a business, who had to limit that. And many persons lost their jobs. Polish economy, because of lower dependence on the IT sector, had a lower recession than European countries, but impacts of pandemic were felt everywhere, also in banking. In this particular situation, complicated additionally by low interest rate and impact of risk from FX mortgages, the bank faced the need to adjust quickly its activities to dynamically changing environment, both in terms of internal organization and the basics of the banking activity. The Supervisory Board supported decisions of the management Board directed towards making appropriate changes and putting pressures on control, specifically in the optimizing of costs. Year 2020 was the last year of the fixed provision of the bank activity by Supervisory Board in the makeup selected by previous -- by the general meeting of shareholders. Supervisory Board more fulfill criteria in regulations, including number of independent members of Polish citizenship in its activities. The Board followed due clearance for safety of the bank to ensure due diligence of objective assessment. And the Board analyzed and made appropriate decisions, considering motions and information regarding current and prospective issues such as issues in finance, risk management, internal audit, compliance and personnel matters and remuneration policy. On individual meetings, the Board acknowledged information on relations with supervisory bodies, including KNF and Office of -- for Protection of Consumers and Competition. The very -- the care supervision -- Supervisory Board looked into pandemic, safety of bank employees and development of business in the new difficult socioeconomic situation. A subject matter of a specific interest of the Board were issues of FX mortgages, specifically in the context of risk connected with tribunal -- European tribunal judgments and in Polish court judgments. Board listened to the information submitted by the management Board regarding activity of the bank to limit court cases and solutions directed at borrowers. Considering complex nature of the problem and its impact upon planned development of the bank and implementation of the budget assumptions in the first year, the Board focused on strict monitoring of this issue. Members of the management Board actively took part in meetings with supervision institutions in Poland to support management Board in its activity towards obtaining complete position of the Polish regulators and authorities, how -- or resolution of the FX mortgages in a fair manner. Management -- Supervisory Board acknowledged information about acquisition of Euro Bank and congratulated management both for efficient process, specifically in the context of creation of unique potential for further development of the bank. In summary of the Supervisory Board committees' activities, in implementation of its actions, Board of the bank used support of fixed committees, standing committees. There are 4 standing committee: Audit Committee, Personnel Committee, Strategic Committee and For Risk Matters. Compositions of those committees were not changed since the establishment of the Supervisory Board on -- in 2018. In the reporting period, membership of the committee ensured appropriate supervisions on relevant areas of the bank activities. And members of the committee ensured proper implementation of duties, bearing in mind their experience and professional skills, in line with circumstances during meetings, outside of the meetings, in mutual consultations and meetings, discussions with other persons firstly -- first of all, with the members of the management Board. Self-evaluation of the bank activities. The Supervisory Board, assessing its activity in 2020, states that it acts in line with competencies of -- provided for in the regulations of the bank and, in general, laws relative to this area. In the opinion of the Board, in the reporting period, activities of the members were performed in the Board in committees very effectively, transparency and in line with market standards. Ensuring effectiveness of supervisory activities, members were performing their duty fairly and honestly with commitment, as can be confirmed by high turnout of membership intermeetings despite a pandemic situation. According to the management Board, its membership was adequate to the scale of bank's activities. Personnel membership ensured appropriate level of collective supervision of all areas of the bank activity. Members of the Supervisory Board were outstanding in terms of their competence, knowledge, professional knowledge skills resulting from experience and knowledge on the financial market, management, modern technology, assuring proper performance of their duties. This above assessment is confirmed by assessment of suitability of members of the Supervisory Board performed by Personnel Committee in cooperation with independent adviser. The committee individually positively assessed work of individual members and suitability of -- collective suitability of members of the Supervisory Board. Individual members of management Board and individual and management Board as a whole received the same result of assessment. Considering the above and positive activity of the bank, Supervisory Board is moving for discharging members of the Supervisory Board from performance of their duties in 2020. The report on assessment of the remuneration policy. The supervision in remuneration policy was performed within the Supervisory Board and its Personnel Committee. In 2020, in connection with complex socioeconomic situation of the pandemic, it was -- what was required was specifically balanced activity in the remuneration area. On the one hand, it was management of costs and the need to provide incentive and commitment of the employee in a very demanding environment. Considering the above, the Board and committee in relevant areas performed required assessments and agreements on remuneration of employees and members of the management Board members. In 2020, implementation of the remuneration policy was related to reduction of bonus budget and not to disburse budget on specific areas of remuneration. The Supervisory Board assessed that in the implementation of remuneration policy, adequate actions were taken in response to situation, meeting the requirements of safe management of remuneration and responding to changing situation of the bank as well as legal environment in the market. Supervisory Board expressed positive opinion on remuneration policy in the Capital Group of the bank. Assessment of corporate governance and good practices. The Supervisory Board states that bank in 2020 properly implemented corporate governance principles for supervised institutions in -- by the governing body of the bank. With respect to good practices of public companies, Supervisory Board believes that the bank properly performed its information duties. Assessment of rationality of sponsoring charity activities performed by the bank and other activities of similar nature. Bank Millennium, in cooperation with NGOs, is implementing education -- financial education programs, culture promotion, development of local communities and care for natural environment. In 2020, bank undertook a number of actions to protect health of staff, employees, customers and local communities, including its participation in struggle against coronavirus, allocating grants and charities. Bank set up special funds to finance costs of rehabilitation and treatment of employees of the bank having this -- infected by coronavirus disease. The Board is assessing sponsoring and educational activities as rational and constituted not only direct financial support for projects but also contributing positive impact into development of culture and local communities. According to the Board, this stand is building positive image and improving trust on financial institutions as an institution, not only maximizing profit but also implementing principles of social -- business social responsibility. Report on assessment of financial statements and report on nonfinancial information assessment. The Board performed the assessment of financial statement of the bank for 2020 and financial statement of Capital Group for 2020, joint report on the management Board on activity of bank and the group and a joint report on nonfinancial information. The Board acknowledged the opinion of auditor of these statements, including the letter confirming issued by Deloitte regarding report and nonfinancial information. On this basis, the Board acknowledges that both financial statement for 2020 and joint report of the management of activity of bank and the group and nonfinancial information of bank and the group for 2020 were prepared substantively and formally true -- and create true and accurate big picture of books and documents and reflect the financial situation of the bank and Capital Group in accounting year 2020. The Supervisory Board is recommending to the general meeting approval of the above documents in the version as prepared by the management Board with opinion of the auditor and confirmation letter. Report on management Board on distribution of profit. Supervisory Board assesses as a rationale with the motion of distribution of profit of PLN 18,598,923.73 (sic) [ PLN 18,578,923.71 ] in such a way that it is fully in its entirety allocated to reserve capital. Considering position of financial institutions and uncertainty in the times of pandemic, existing operational and legal risk and taking account the need to ensure capital support for development of financial activities, the Board approves the motion to retain -- the retaining of the profit in the capitals of the bank. And the Board is recommending that to be adopted by this general meeting. If you let me, I will not be discussing business and financial ratios and activity of the bank and Capital Group. They were presented by Mr. Chairman in his presentation. I wanted to additionally underscore that the bank, in spite of operating in a difficult time like we all, received many rewards and prizes handed out by independent institutions, specifically interesting are those which highly appreciate bank as a digital bank, innovative bank and fintech or high first place in the general ranking of the Polish quality institutions. The bank assessed by the customers and many other prizes and rewards that were mentioned in the management Board report. To -- in summary, we have to say that the year 2020 was difficult. Many surprising, unprecedented events that never happened before in the bank history, and that was a challenge for the bank in many areas, including very strong impact on socioeconomic life not only in Poland but also in other countries. Besides crisis situation caused by pandemic, negative impact -- which had a negative impact on possibility to execute budget assumptions, we have to add several times cutting of interest rate and needs to create many provisions, high level of provisions against loans. Despite these negative conditionalities, according to the Board, bank faced the challenge properly by making a number of initiatives, designed to minimize negative impacts, dominating -- prevailing into social life. Key activities include further digitization, optimization and modernization of the process, increasing the effectiveness and monitoring of costs, maintaining high customer service standard and using operational potential on the basis of acquisition of Euro Bank. So bank recorded net -- positive net financial results in greater number of customers in digital banking and mobile banking, privatization in corporate banking and in mortgage lending. Notable is also the continued commitment of the bank, social and cultural events. Having looked in-depth at the 2020 financial statement and the results of the bank and the capital group in a difficult social and economic environment, the Management Board deems the situation of the bank and the group to be positive with good prospects for further operation with high cost awareness. The Supervisory Board also by committees -- audit committee and committee for risk matters, monitors quality of risk management on an ongoing basis, assuring compliance of the internal control system. And also with the bank's information policy into Aviva by approving relevant intern regulations plans and strategy, in depth analysis of reports, reviews and inspections. Reflecting the supervisory activities carried out also on the basis of the opinion of the audit committee and the committee of risk matters expressed and the report on activity of these committees, the Supervisory Board finds that components of the internal control system, the control function compliance department, internal audit department represent an appropriate capacity to identify any irregularities and weaknesses in the bank's businesses and ensure proper effectiveness of management of problems identified with a view to continued and regular improvement of control mechanisms. At the same time, the adopted criteria of assessment of the internal control system confirm assessment of adequacy and effectiveness of this process at the satisfactory level. The system of management of all types of risk, be it financial or nonfinancial, comprises such elements like identification, measurement control as well as monitoring and reporting of risk. The methods and frequency of tasks within the above components of the risk management process are adjusted to the bank's risk size and profile and enable the Supervisory Board to get adequate information about changes in size of the bank's risk profile. Methods of measurement used by the bank reflects the bank's current and planned activity. As concerns risk measurement, the bank uses stress test and risk control is done on the basis of a system of limits adjusted to the risk size and profiles in the bank. Under control of risk, the bank identifies procedures that must be observed in case of exceeding limits and identifies measures to eliminate the excesses and identifies remedial measures. The bank carries a -- has a transparent information policy towards all the shareholders, investors, media, clients and other stakeholders. And the scope of information disclosed by the bank complies with the requirements of the law as well as other detailed provisions, financial institutions and public companies. On the basis of reasonable grounds, including the improvement measures being implemented in the opinion of the Supervisory Board, the internal control system as a whole, including its individual components, also the risk management system and information and communication system, effectively and appropriately meet the regulatory requirements and then being effectively managed and adequate to the bank's size and exposure to the risks connected with the activity conducted by the bank and the bank's capital group. The Supervisory Board, looking forward to further favorable development of the bank, proactive approach, preparedness of the bank for new challenges demonstrate into [ Aviva's ] fast response to the changing social and economic environment, seeking new opportunities for interacting with customers as well as new products answering market expectations, which has proved into Aviva of an innovative and creative approach to possible growth path. Very good cooperation with the Management Board based upon effective and transparent flow of information as well as the responsible approach and commitment of the whole team of employees need to be underscored. Thus, the Supervisory Board would like to voice its appreciation from members of the bank's Management Board as well as for staff for bank capital group for excellent work and fast adaptation to the extremely, rapidly changing economic reality. This is all asked concerns the Supervisory Board report. I'd like to use this opportunity also to briefly present a discussion of a report on remuneration of members of the Management Board and Supervisory board. Such a report was prepared for the first time due to changes in legislation of the act on public offering, introduction of instruments to an organized trading system and on public companies. This amendment of the law requires institutions, listed companies to prepare a report on remuneration of Management Board and Supervisory Board members. This report contains information on 2019 and 2020 and provides a comprehensive overview of the remuneration, including all benefits received by individual members of the Management Board and Supervisory Board. The information contained in the report is consistent with the remuneration policy applicable to members of the Management and Supervisory Boards. The report was submitted as required by law to the auditor for evaluation. Summarizing the report and conclusions. The report having been made available online to all interested persons. We're of the opinion that the report comprehensively presents the rules for granting remuneration. It contains full information, and the auditor, Deloitte has positively assessed the report with regards to the inclusion of all information required by the aforementioned public offering act. The general meeting adopts resolution on this matter as an opinion on the report. Thank you, ladies and gentlemen.
Unknown Executive
executiveThank you, Chairman Kott for presenting the report on remuneration of members of the Management Board and Supervisory Board of the bank. As Mr. Kott said, all the documents and materials were made available, as regards those items in the agenda between 7 and 11. Therefore, let me open the floor for a discussion. Are there questions or points for the Management Board or Supervisory Board as regards the reports, likewise, the motion of the Management Board approved by the Supervisory Board for -- on distribution of profit. Yes, please. And please recall that these proceedings are being transmitted in keeping with Article 5.5 of the code of commercial company. Should anyone of you wish to have your image not transmitted, please say so, and we will redirect the camera. Yes, please.
Unknown Executive
executiveShareholder, [ Jacek Lampart. ]
Unknown Shareholder
shareholderI have 1 question. I'd like to learn what the gain has been from the Euro Bank's takeover? What income is expected from this takeover? In 2020, I mean, what costs were incurred, what provisions were created that we have in the report, but we missed the small point in terms of how much are we supposed to make on this?
Unknown Executive
executiveI don't know whether Management Board would like to take this question. We assume it has to do with the financial report covered by -- the 2020 financial report covered by the agenda of today's meeting. I understand Chairman Joao Bras Jorge will take this question.
Joao Jorge
executiveVery quickly, we heard about PLN 200 million in the whole year in terms of cost savings, that's -- it's in annual terms, the value of the transaction.
Unknown Executive
executiveAre there any more questions? If not, I shall close the discussion, and I would like to proceed to vote on resolutions on items from the agenda, 7 to 11. Considering as all documents were published on the bank's website and that also all draft resolutions were published there with detailed justification, if you agree and have nothing against that, also with a view to COVID restrictions and the efficiency of our proceedings, I would refrain from reading out all the draft resolutions in detail, assuming that we all know them and would proceed immediately to voting. Does anyone have any objections to this proposed procedure? Not that I see. We can, therefore, proceed to vote on the particular draft resolutions as published on the website. Starting with resolution #2. And let me explain that voting on all these matters will be open and resolutions shall be adopted by ordinary majority. Let us therefore vote on resolution -- on draft resolution #2, as the resolution, the matter of approving for the financial year 2020, the Bank Millennium S.A. financial statement and the Management Board's joint report on activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group and joint report on nonfinancial information of Bank Millennium S.A. and Bank Millennium S.A. Capital Group. Please cast your votes. [Voting]
Unknown Executive
executiveWe also have the voting results shown on the screen: For, 934,736,989 votes; no votes against; votes of abstention, 767,980 votes. Thus, the resolution has been adopted by ordinary majority. Now let us vote for -- on Resolution #3. That's the resolution of the ordinary General Meeting of the Bank in the matter of approving the financial statement of the Bank Millennium S.A. Capital Group for the financial year 2020. Please cast your votes. And as I said, the materials were already published. I will, therefore, not read out the resolution. [Voting]
Unknown Executive
executiveHere are the voting results. Votes for 934,736,989 votes; no votes against; votes of abstention, 767,980 votes. Thus, the resolution has been validly adopted. Now we shall vote, therefore, on Resolution #4 of the ordinary General Meeting of Bank Millennium S.A. We shall now vote on Resolution #4 in the matter of the report on the activity of the Supervisory Board of Bank Millennium S.A. in 2020 and making the assessment of the remuneration policy in Bank Millennium S.A. [Voting]
Unknown Executive
executiveWe have the voting results. Again, votes for 934,736,989 votes; votes against, no; votes of abstention, 767,980 votes. Thus, the resolution has been adopted. We can, therefore, proceed to vote on Resolution #5. That's a draft resolution of the General Meeting of Bank Millennium S.A. pronouncing an opinion on the Supervisory Board report on remuneration of members of the Management Board and the Supervisory Board of the bank. Please cast your votes. [Voting]
Unknown Executive
executiveThe voting results are as follows: For, 798,862,673 votes; against, 136,024,020 votes; votes of abstention, 618,276 votes. And the resolution of the general meeting has thus been adopted. We shall now vote on the next resolution, Resolution #6 of the General Meeting -- Ordinary General Meeting of Bank Millennium S.A. On the distribution of profit for the financial year 2020. Please proceed to vote. [Voting]
Unknown Executive
executiveVoting results, it's as follows: Votes cast 935,504,969 votes. Valid votes for, 935,504,965; no votes against; no votes of abstention. The resolution has thus been adopted unanimously. Ladies and gentlemen, we have thus exhausted points in the agenda from 7 to 11 regarding our financial reports of the bank's Management Board, Supervisory Board activity reports. We can now proceed to point 12, which is about discharging members of the Management Board and Supervisory Board of the bank from the performance of duties in 2020 financial year. That will be resolutions from 7 to 25 million. These resolutions were published on the website. Therefore, I shall, again, not read them out in detail. We will, therefore, proceed to vote. We shall start with voting on discharging members of the bank's Management Board from performance of their duties. As you heard, the Supervisory Board gave a positive opinion on these resolutions, i.e., to discharge members of the Management Board from performance of their duties. So let us start with resolution #7. And that's the one on discharging, Mr. Joao Bras Jorge, Chairman Management Board of Bank Millennium S.A. from performance of duties in 2020 financial year. Please vote. [Voting]
Unknown Executive
executivePlease recall that the voting here is by secret ballot, but this again is secured by UNICOM. Again, voting will be by ordinary majority. The voting results are as follows: 933,971,097 votes for adopting the resolution; votes against, 372,994 votes; votes of abstention, 767,980 votes. This resolution required an ordinary majority and secret ballot. Therefore, the resolution has been adopted. And as a point of order, let me clarify that if persons voted on in the Management Board or Supervisory Board, if they are shareholders of the bank, then they should not take part in this voting as required by the Code of Commercial Companies. Let us, therefore, proceed to vote on discharging Mr. Fernando Bicho, Deputy Chairman of the bank's Management Board from performance of his duties. That's resolution #8. Again, voting by secret ballot with ordinary majority. [Voting]
Unknown Executive
executiveWe have the voting results. Votes in favor, 934,218,118 votes; votes against, 372,994 votes; votes of abstention, 767,980. Thus, the resolution has been validly adopted. The next voting we are to have is on Resolution #9 of the Ordinary General Meeting of the bank this time on discharging Mr. Wojciech Haase, member of the Management Board of Bank Millennium S.A. from performance of duties in 2020 financial year. Please proceed to vote. [Voting]
Unknown Executive
executiveVoting results, 934,218,118 votes for adopting the resolution; votes against, 372,994; votes of abstention, 767,980 votes. The resolution has been validly adopted. The next voting will be on Resolution #10 of the Ordinary General Meeting on discharging Mr. Andrzej Glinski, member of the bank's Management Board from performance of his duties. Please proceed to vote. [Voting]
Unknown Executive
executiveThe result of the vote is: For, 934,219,119; against, 372,994; abstained, 767,980. This resolution has been adopted validly. We shall move to adopt another next resolution 11, resolution of General Meeting of Shareholders, discharging Mr. Wojciech Rybak, member of the Management Board from performance of his duties. Please cast your votes. [Voting]
Unknown Executive
executiveThe results of the vote is as follows: For, 934,280,118 votes; against, 372,994; abstained, 767,980. Resolution has been validly adopted. Next resolution on discharging -- it's #12, discharging Mr. Antonio Ferreira Pinto Junior, member of the Management Board of Bank Millennium S.A. for performance of his duties in 2020. Please cast your votes. [Voting]
Unknown Executive
executiveThe vote is: For, 934,218,118; against, 372,994; abstained, 767,980. Resolution has been validly adopted. And the last resolution in terms of discharging of performance of duties, #13 of General Meeting of Shareholders discharging Jaroslaw Hermann, member of the Management Board from performance of his duties in the year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveVote result is as follows, the same: For, 934,218,118; against, 372,994; abstained, 767,980. Hence, the resolution has been validly adopted. So we can move to cast votes on discharging Supervisory Board in performance of the duties unless I assume that there are no questions. If there are no questions, this resolution is going to be made in secret ballot -- voted in secret ballots with simple majority members of the Supervisory Board who are, at the same time, shareholders of the bank should abstain from voting on this issue or curve out through a proxy. So the resolution #14 of General Meeting of Shareholders in the matter of discharging Mr. Boguslaw Kott, Chairman of the Supervisory Board of Bank Millennium from performance of the duties in the financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveThe result is as following: For, 934,287,743; against, 372,994; abstained, 767,980. This resolution has been validly adopted. We can move on to resolution #15 of the other General meeting of Bank Millennium S.A. in the matter of discharging Mr. Nuno Manuel da Silva Amado from performance of the duties in the financial year 2020. Please cast your votes. Mr. Amado is the Deputy Chairman of the Supervisory Board. [Voting]
Unknown Executive
executiveVoting -- results of the vote, yes: For, 934,987,743; against, 372,994; abstained, 767,980. This resolution has been validly adopted, and I certify and confirm that. And let us move to voting on the resolution #16 of the General Meeting of the Bank Millennium S.A. in the matter of discharging Mr. Dariusz Rosati, Deputy Chairman and Secretary of the Supervisory Board of Bank Millennium from the performance of the duties in the financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveResults is as follows: For, 934,287,723; against, 373,014; abstained, 767,980. Resolution has been adopted in the valid manner. And we can move on to resolution #17 in the matter of discharging Dr. Miguel de Campos Pereira de Bragança, member of the Supervisory Board from the performance of the duties in the financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveResult is as follows: for, 934,287,723; against, 372,994; abstained, 768,000 votes. Resolution has been validly adopted. We can move to voting on the resolution #18, discharging Mr. Agnieszka Hryniewicz-Bieniek, member of the Supervisory Board from the performance of the duties in financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveThe result is as follows: for, 934,287,733; against, 372,994; abstained, 767,990. Resolution has been adopted in the valid manner. We can move on to cast votes on resolution #19 on the Ordinary General Meeting of the Bank in the matter of discharging Ms. Anna Jakubowski, member of the Supervisory Board of Bank Millennium S.A. from the performance of the duties in the financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveResult is as follows: For, 934,287,723; against, 373,014; and abstained, 767,980. The resolution has been validly adopted. And we can move on to cast our votes on the resolution #20 of the Ordinary General Meeting of the bank in the matter of discharging, Mr. Grzegorz Jedrys, member of the Supervisory Board of Bank Millennium from the performance of the duties in the financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveResults of the vote: For, 934,287,733; against, 372,994; abstained, 767,990. Resolution has been validly adopted. Let us move on to casting our votes on resolution #21 of the Ordinary General meeting of the bank in the matter of discharging Mr. Andrzej Kozminski, member of the Supervisory Board of the bank from the performance of the duties in financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveResult of the vote are as follows: For, 934,297,723 votes; against, 373,014; abstained, 767,980. Resolution has been validly adopted. Now we can move on to Resolution #22 of the Ordinary General Meeting of the bank in the matter of discharging Mr. Alojzy Nowak, member of the Supervisory Board from the performance of the duties in financial year 2020. Please cast your votes. [Voting]
Unknown Executive
executiveThe result is as follows: For, 934,287,723; against, 373,014; and abstained 767,980. Resolutions has been adopted validly. Now we will cast a vote on the Resolution #23 of Ordinary General Meeting of Bank Millennium in the matter of discharging from performance of duties in financial year 2020 for Jose Miguel Bensliman Schorcht da Silva Pessanha, member of the Supervisory Board of Bank Millennium S.A. Please cast your votes. [Voting]
Unknown Executive
executiveResult is as follows: For, 934,287,743; against, 372,994; abstained, 767,980. Resolution has been validly adopted. And now it's -- let us move to Resolution #24 of the Ordinary General Meeting of the Bank in the matter of discharging from performance of the duties in financial year 2020, Mr. Miguel Maya Dias Pinheiro, member of the Supervisory Board. Please cast your votes. [Voting]
Unknown Executive
executiveResult of the vote. For, 934,287,743; against, 372,994; abstained, 767,980. Resolution has been validly adopted. And we can move to resolution #25 of the Ordinary General Meeting of Bank Millennium S.A. in the matter of discharging from performance of the duties in financial year 2020 for Mr. Lingjiang Xu, member of the Supervisory Board of the bank. Please cast your votes. [Voting]
Unknown Executive
executiveResults of votes: For, 934,287,743; against, 372,994; abstained, 767,980. This resolution has been validly adopted. This way, we have concluded the block of votes on discharging of performance of the duties for members of the Management Board and Supervisory Board or those members who were successfully discharged, congratulations. And now we can move to the next point in the agenda. It's #13. Adoption of the resolution on approval of policy of selection assessment of the suitability of Bank Millennium Supervisory Board members. As I mentioned earlier, the draft resolution and appropriate documents has been made available on the website of the bank on day of convention of the Ordinary General Meeting we agreed. I understand that there is no need to -- for this draft that to be read, again, adoption of this resolution and approval of the policy of selection and suitability of Bank Millennium Supervisory Board members is presented in the rationale, and it results from the banking law as well as guidelines of the supervision on the European level and at home.
Unknown Executive
executiveAre there any questions? I understand one of the shareholders has a question, Mr. Lampart, if I remember correctly?
Unknown Shareholder
shareholderI have a question. Why defining the scope of knowledge, attain, skills of members of Supervisory Board is to serve for? Supervisory Board is not a broadly performing business activity. Business activities performed by Management Board and competencies are necessary. Here, at a certain moment, financial supervision commission introduces miracles of some sort or interpretation who can be a member in the Supervisory Board or not. This is the job for shareholders in General Meeting. That's why we take our votes. KNF cannot impose upon shareholders who cannot be a member of the Supervisory Board. This is neither granted by -- authority granted by commercial code or any other law. So this is 1 thing. Secondly, the Polish Financial Supervision Authority is appointed to supervise certain activity, not to indicate and point out who can and who should not be a member of Supervisory Board because if that is the case, today, appointed Supervisory Board members will have to wait for the opinion of KNF. They agree or will not agree with. And this is a paranoia and exceeding competencies. With respect to the KNF, there are so many objections to the work of this institution that, for instance, there are banks that grant loans of several billion of PLN without any security and KNF does not intervene. I would reject this resolution as a whole, and I suggest that we all do it because it does not give us as shareholders any possibilities.
Unknown Executive
executiveI understand it's voice in discussion, not a specific question. Thank you very much. Are there any other motions or questions on the matter? As I mentioned before, adoption of this resolution results from regulations, and it's difficult to be polemic about it. Unless there are any other questions or motions, in this case, I suggest that we cast our votes on resolution #26. In the matter of approval of policy of selection assessment of the securability of Bank Millennium S.A. Supervisory Board members. As presented on the website, this vote is open ballot by simple majority. Please cast your votes. [Voting]
Unknown Executive
executiveResult of the vote. For, adoption resolution, 935,504,949 votes; against, 20; abstained, 0. So nobody abstained. Briefly speaking, so the resolution has been validly adopted.
Unknown Shareholder
shareholderMr. Chairman, Shareholder Lampart. I object against this resolution.
Unknown Executive
executiveCertainly, you have this right. I would like Mr. Judge here to record in the minutes that there is an objection submitted against this resolution by Mr. Jacek Lampart, shareholder in the bank. Now let us move to the next point in the agenda point 14, adoption of the resolution in the matter of approval of the remuneration policy of members of the Management Board and the Supervisory Board of the bank. Draft and document -- draft resolution and documents, as in previous cases, has been made available in -- on the bank website on the day of convention of a general meeting. Anybody -- everybody could read it. So let me not read this draft. Now adoption of this resolution is an effect of the need to implement new regulations of the new Public Offering Act, requiring General Meeting of the Bank to adopt a resolution on the policy of remunerating members of Supervisory Board, the Management Board of the bank to defining specific principles and rules of members of those governing bodies. This resolution requires a simple majority. It is open ballot. Are there any questions or motions on the issue now if that is the case, so please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResult of this vote is as follows: On resolution #27: For, 792,852,341 votes; against, 142,034,352 votes; abstained, 618,276. Therefore, I declare that resolution has been validly adopted with the required majority. Let us move to next point in the agenda, #15. Adoption of the resolution in the matter of amendments to the bylaws of the General Meeting of Shareholders of Bank Millennium S.A. then defining its consolidated tax. This is draft resolution and document, which will be voted on. The change of the bylaws has been published on the website of the bank. We all had opportunity to read it. By a way of comment, brief comment with respect to rationale, it's been presented in the draft resolution. This is simply resulting -- I mean, the need to change the wording of the current bylaws from the obligation to adjust provisions of the bylaws to regulations of the commercial companies code, specifically in terms of dematerialization of shares, share book and processing proceedings of the governing body of the bank. Do we have any problems, issues, motions? I cannot see so. Let us vote on the resolution #28 in the matter of changing of bylaws of the General Meeting of Shareholders of Bank Millennium S.A. and defining its consolidated text as presented in the draft resolution in the website. This vote is -- requires simple majority in open ballot. So please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderVoting results in favor of the resolutions, 935,504,949 votes; against, 20; votes of abstention, none. Thus, the resolution has been validly adopted. We can, therefore, proceed, Chairman.
Unknown Shareholder
executive[ Jacek Lampart ], shareholder. I wish to object against this resolution because it is against minority shareholders. It is to their detriment.
Robert Gawalkiewicz
shareholderJudge, please take note of the objection raised by the shareholder. I see and hear no other objections. Therefore, as I said, we can proceed to vote on -- voting on the next resolution, Resolution 29. That's point 16 of the agenda, determination of the number of members of the Bank Millenium S.A. Supervisory Board. The draft resolution was published on the website. Please recall that in accordance with the articles of association of the bank. The Supervisory Board shall comprise at least 5 members. And voting on this resolution shall be open ballot with ordinary majority. Are there any points in this matter?
Unknown Shareholder
executiveAs representing shareholder BCP, I would like to propose that the Supervisory Board of the new term of office has 12 members.
Robert Gawalkiewicz
shareholderAre there any other motions in this matter?
Unknown Attendee
attendee[indiscernible] representing Aviva OFE. I would like to ask for a 10-minute break to consult before voting on this resolution. And I would also like to ask if there will be any new candidates for the Supervisory Board apart from those presented here because, again, I would have to consult that so I would like to ask for another break.
Robert Gawalkiewicz
shareholderAs for the first point, I understand. We can have a 10-minute break. So it's -- okay. So we will meet back after the break at quarter to 12 upon the shareholder's request. And the other thing, what we have on the table are candidates proposed by the shareholders, BCP and Nationale-Nederlanden. No other formal motions. Therefore, a break now, 10 minutes, and we will resume our deliberations in 15 minutes. Thank you. [Break]
Robert Gawalkiewicz
shareholderLadies and gentlemen, my watch says it's past quarter to 12 . In other words, the technical intermission has thus ended. And therefore, we can continue our proceedings. So far, in brief, one motion was submitted by the attorney of shareholder BCP, who proposes that the number of members of the Supervisory Board for the next term of office is 12 members. Are there any other proposals, motions? If not, I see in here none, therefore, we can proceed to vote on this resolution. Because the motion was submitted by the shareholder BCP, just for us to be clear, we shall be passing resolution #29 of the ordinary General Meeting of Bank Millennium S.A. on determining the number of members of the Bank Millennium S.A. Supervisory Board. The general meeting resolves that the Supervisory Board of Bank Millennium S.A. of the new term of office shall have 12 members. Please vote, and the voting will be by open ballot and ordinary majority. [Voting]
Robert Gawalkiewicz
shareholderI shall now present the voting result. Votes for adopting the resolution #29, 800 -- again, votes for, 814,136,754; votes against, 121,368,195; and votes of abstention, 20. Thus, the resolution has been validly adopted. Thus the Supervisory Board of the new term of office shall have 12 members. In consequence, we can proceed to point 17 of our agenda, in other words, adopting a resolution on selection and suitability assessment of candidates for members of the Supervisory Board as well as the election of members of the Bank Millennium S.A. Supervisory Board. This is the draft of resolutions, which will start with #30. And the template resolution was published on the bank's website on the day of convening the general meeting. So as you may all know it, in terms of its wording, let me, by way of comments, say in brief that legal regulations and guidelines from the supervisor require the bank to conduct assessment of suitability of the candidates proposed. As for the candidates, all eligible shareholders holding at least 5% of shares proposed the following candidates. Shareholder BCP proposed the following persons to the Supervisory Board in the next term of office: Mr. Boguslaw Kott, Mr. Nuno Manuel da Silva Amado, Mr. Dariusz Rosati, Mr. Miguel de Campos Pereira de Braganca, Ms. Olga Grygier-Siddons, Ms. Anna Jakubowski, Mr. Grzegorz Jedrys, Mr. Alojzy Nowak, Mr. Jose Miguel Bensliman Schorcht da Silva Pessanha, Mr. Miguel Maya Dias Pinheiro and Mr. Lingjiang Xu. 11 candidates were proposed by BCP for the Supervisory Board, other than the shareholder Nationale-Nederlanden open pension fund proposed the 12th candidate, Ms. Beata Stelmach. And accompanying these proposals were -- relevant documents were attached identifying the competence and knowledge of the candidates. The fact that they do not carry out competitive activity, they are not registered as debtors and further procedures of assessment of their suitability we carried out. And the documents have been gathered in the bank. If anybody wants to take a look at them, they are available for viewing. Are there any points, any motions regarding appointment of the Supervisory Board?
Unknown Shareholder
executive[ Mr. Jacek Lampart ]. I have one fundamental question. This is about the point that -- the general meeting decides that Mr. and Misses as candidates for the Supervisory Board satisfy requirements stipulated [ in article ] of Banking Law.
Unknown Executive
executiveNow we'd have to make a break now. I don't know for how long it would take me to look at the documents and whether persons running for elections for the Supervisory Board are really willing to have their personal data to be made publicly available because I have to make this assessment on the basis of something.
Unknown Shareholder
executiveNow counselor, my question is how to do it, that it all holds water. Do I come before the general meeting to -- before elections for the Supervisory Board a day before to look at the documents to read them? What about the share -- the candidates who are proposed to the Supervisory Board at the General Meeting? How will their documents be viewed, read to give shareholders the right to read them? How is all this to look? This is -- well, it's a vicious circle really because I don't know whether publishing documents, which were presented in the list, publishing them on the bank's website would be appropriate. I think not because they contain data which certainly some of the members, if not all of them, would not want to be made public, including places of residence, et cetera. Well, it's natural no one would want that. So I want to know based on what we are to make our statement? Because we as shareholders are -- to make our statements based on something. So I have a point of -- a formal motion that this be deleted from the resolution. In other words, you either elect or not elect a member of the Supervisory Board without this assessment because I cannot really say. Have -- not having seen the documents, and the other shareholders, apart from those proposing the candidates, cannot really see all the data easily.
Robert Gawalkiewicz
shareholderWell, the basic data were provided with the motions of the shareholders who submitted them exercising their rights. And the rest -- the details are in the bank's files. I understand the shareholder's motion is that we perceive -- is that we process the draft -- a draft resolution which would involve deleting the point confirming the assessment. Now would the shareholder be pleased to formulate the final motion, to propose a wording for it? And according to the bylaws, first of all, we would vote on the draft, which was proposed by the bank and announce. If these drafts are not adopted, then we would vote on your drafts according to the bylaws of the general meeting.
Unknown Shareholder
executiveWell, okay, then I will submit a motion in writing to say that Mr./Mrs. should be elected as member of the Supervisory Board and that's it. It doesn't take anymore. It's just a matter of deleting this obligation. That's resolution #20 -- resolution #30 and subsequent ones.
Robert Gawalkiewicz
shareholderWe'll read the general meeting -- -- in the opinion of the General Meeting, Mr./Mrs. as candidate of the Supervisory Board satisfies the requirements defined in our article 22A of Banking Law and the guidelines. If this point is deleted, point -- or paragraph 2 would remain, its number would change to 1 and it would read simply Mr./Mrs. shall be appointed to the Supervisory Board for the new term of Office of the Supervisory Board, full stop. That's it. Another representative of BCP Bank would like to speak on it.
Unknown Attendee
attendeeWell, in that case, I would second this approach that we first vote on the draft submitted by the Management Board. And if these motions are not approved, we would then vote on the draft proposed by [ Mr. Jacek Lampart ]. [ Jacek ], is this okay?
Unknown Shareholder
executiveYes.
Robert Gawalkiewicz
shareholderSo in summary, we have 2 motions on the table. The first one proposed earlier, we would proceed on adopting resolutions on elections for the Supervisory Board. On election of the proposed candidates with the following wording paragraph 1. In the opinion of the general meeting, Mr./Mrs. as candidate for the Supervisory Board satisfies the requirements defined in Article 22A Banking Law and the guidelines. Paragraph 2, Mr./Mrs. shall be appointed to the Supervisory Board for the new term of office of the Supervisory Board. And paragraph 3, the resolution shall come into force as of the day of its adoption. So we shall proceed, whereby we shall vote on each of the draft resolutions using this template and the candidates proposed. If the resolution thus worded will not be adopted, we will vote on the wording proposed by shareholder, [ Mr. Lampart ]. Are there any other motions, perhaps questions, candidatures? If not, I'm closing the discussion on this item, and we may commence voting on resolutions on the appointment of the membership of the Supervisory Board new term of office according to -- these resolutions are adopted by simple majority. Obviously, it is going to be secret ballot. Shareholders who, at the same time, are persons who are candidates, in line with the requirements of the Code of Commercial Companies, should abstain from casting their votes. Let us, therefore, move to casting votes. This resolution should be voted on in alphabetic order. As number one, the first candidature.
Unknown Attendee
attendeeMr. Chairman, either we vote on the resolution to be processed with adding the name of the candidate or not. Otherwise, it is not going to make sense. So it's a question of the wording of the resolution to be adopted. Is it going to be a resolution in the form of paragraph 1 that the general meeting presents opinion or without it, crossing it out?
Robert Gawalkiewicz
shareholderThere were 2 motions so far submitted. Number one is the motion that we vote individual votes with candidatures in the wording made available on the website. If they are rejected, we will be casting votes on candidatures with the wording without point of the opinion of the suitability of candidates in line with the Banking Law. And Mr. -- a representative of BCP would like to take the floor in the discussions.
Unknown Shareholder
executiveConsidering the fact new things and new regulations that we have to follow, I would like all this to be clarified. I would like to fine-tune this proposal, that we are simply voting on the wording of the resolution as proposed by Management Board. 12 candidatures, so we have to move in alphabetical order. If they are rejected, we will alphabetically order 12 resolutions, 12 candidatures, as in the wording proposed by yourself. This is how the regulation requires us to proceed.
Unknown Shareholder
executiveSo this is how I understand the motion by BCP shareholder. Mr. Chairman, not to prolong. I withdraw my motion. Let's not take this vote. It doesn't make -- this is not going to make much sense, but this simply was -- the results will be shown by votes that are going to be cast.
Robert Gawalkiewicz
shareholderI understand. So the motion of [ Mr. Lampart ], the shareholder, has been withdrawn with respect to modification of the draft resolution. So we are processing in line with the draft published on the website. I've read it or do not have to repeat it anymore. In alphabetical order. We will be casting our votes on candidatures to the members of the Supervisory Board in alphabetical order. Looking at the candidatures. The first candidature that we are going to cast our votes on is Mr. Nuno Manuel da Silva Amado. In summary, we are going to cast votes. The resolution #30 of the Ordinary General Meeting in the matter of appointment to the membership of the Bank Millennium S.A. Supervisory Board, Mr. Nuno Manuel da Silva Amado, with the wording as proposed by -- in the materials for General Meeting published on the website of the bank. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResult of the vote. For, in favor, 782,090,605 votes; against, 70,482,636 votes; abstained 82,931,728 votes. In this proposed -- and the version proposed with 3 paragraphs has been validly adopted.
Unknown Shareholder
executive[ Jacek Lampart ]. I submit objection to this resolution. I voted against and a brief comment. I simply say that I cannot assess whether a given person meets the conditions of Article 22 of the Banking Law as a shareholder.
Robert Gawalkiewicz
shareholderMr. Judge, please record this objection with this rationale. Submission of the objection because he could not assess suitability of the candidate for the member of the Supervisory Board. Let us move to next vote, resolution 31 of the Ordinary General Meeting of Bank Millennium S.A. in the matter of appointment to the membership of the Bank Millennium S.A. Supervisory Board, Mr. Miguel de Campos Pereira de Braganca. In this version, as I mentioned before, containing -- paragraph confirming competence, paragraph 2 appointment; and 3, resolution should come into force as of the day of its adoption. Simple majority and secret ballot. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResult is -- in favor, 782,090,605 votes; against, 70,482,636; abstained, 82,931,728. The resolution has been validly adopted. We can move on to the next vote.
Unknown Shareholder
executiveMr. Chairman, sorry, against consistently, [ Jacek Lampart ]. I submit objection to this resolution against -- I voted against, and I could not -- I did not acknowledge. And I say that persons perhaps comply with conditions, but I cannot assess myself whether these conditions of Article 22 of the Banking Law are met. I have no basis, no grounds for it.
Robert Gawalkiewicz
shareholderMr. Judge, I understand the objection has been recorded. We shall move to the process and adoption of next resolution in the matter of appointment to the membership of Supervisory Board of Mrs. Olga Grygier-Siddons. It is resolution #32 of Ordinary General Meeting in line with the same template. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderBallot results are: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728. The resolution has been validly adopted.
Unknown Attendee
attendee[Foreign Language] of the Banking Law.
Robert Gawalkiewicz
shareholderThis objection has been recorded. And we are moving on to adoption of the resolution #33 of the general meeting of the bank in the matter of appointment to the membership of the Bank Millennium S. A. Supervisory Board of Madam Anna Jakubowski in line with the same template. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballot is as follows: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728. Resolution has been validly adopted.
Unknown Shareholder
executive[ Jacek Lampart ], I object to this resolution. Voted against. I am not able to state compliance of this resolution with the requirement.
Robert Gawalkiewicz
shareholderMr. Judge, please record submission of the objection. And we can move on to adoption of the resolution #34 of Ordinary General Meeting in the matter of appointment to the membership of the Bank Millennium S.A. Supervisory Board of Mr. Grzegorz Jedrys in the draft as proposed in published materials for the general meeting. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballot is as follows: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728. Resolution has been adopted validly.
Unknown Shareholder
executive[ Jacek Lampart ], shareholder, I submit my objection to this resolution. I say that I voted against because I could not acknowledge and read appropriate documents.
Robert Gawalkiewicz
shareholderObjection has been recorded. And we are moving to the voting on resolution #35 of Ordinary General meeting of Bank Millennium in the matter of appointment to the membership of the Bank Millenium S.A. Supervisory Board of Mr. Boguslaw Kott. Draft resolution, the same wording. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballot as follows: in favor, 782,090,605; against, 70,482,636 votes; and abstained, 82,931,728. Resolution has been adopted validly.
Unknown Shareholder
executive[ Jacek Lampart ], shareholder, submit objection. I voted against because point #1 does not fit, and it is groundless.
Robert Gawalkiewicz
shareholderObjection has been recorded. The resolution has been validly adopted. We can move on to cast votes on the next candidature, BCP candidature, Alojzy Nowak. That would be resolution #36. Resolution #36 on the matter of appointment of -- to the membership of Bank Millennium S.A. Supervisory Board, Mr. Alojzy Nowak. Drafted in the version according to the same wording as before. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderThe results of the ballot. In favor, 782,090,605; against, 70,482,636; and abstained, 82,931,728. Resolution has been adopted validly.
Unknown Shareholder
executive[ Jacek Lampart ], shareholder. Objection to the resolution. I was voting against resolution. The point #1 of this resolution, I cannot implement.
Robert Gawalkiewicz
shareholderObjection has been recorded. We shall move to adoption of resolution #37. The candidature of Jose Miguel Bensliman Schorcht da Silva Pessanha. So appointment of the said person into the membership of Bank Millennium S. A. Supervisory Board for the next term of office in line with the draft resolution submitted. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderThe results of the ballot is as follows: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728. Resolution has been adopted validly.
Unknown Attendee
attendee[ Jacek Lampart ], shareholder. Objection against this resolution. I voted against. I cannot implement point #1 of this resolution.
Robert Gawalkiewicz
shareholderObjection has been recorded. And we shall move to next resolution #38 of the Ordinary General Meeting of Bank Millennium in the matter of appointment to the membership of Bank Millennium S.A. Supervisory Board, Mr. Miguel Maya Dias Pinheiro. Please cast your votes, the same draft. [Voting]
Robert Gawalkiewicz
shareholderThe result of the ballot. In favor, 782,090,605; against, 70,482,636; abstained, 82,931,728 votes. Resolution has been adopted validly.
Unknown Shareholder
executive[ Lampart, Jacek ]. I vote by -- objection. I voted against. I disagree with point #1 of this resolution.
Robert Gawalkiewicz
shareholderObjection has been recorded. And we shall move to adoption of the resolution #39 of the Ordinary General Meeting of Bank Millennium in the matter of appointment to the membership of the Bank Millennium S.A. Supervisory Board, Mr. Dariusz Rosati. Wording of the draft resolution is the same. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballot is as follows: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728 votes. Resolution has been adopted validly.
Unknown Shareholder
executive[ Mr. Lampart ], I vote objection against this resolution. I voted against the resolution. I disagree with point #1 of this resolution.
Robert Gawalkiewicz
shareholderObjection has been recorded. Let us move on to next candidature submitted this time by authorized shareholder, Nationale-Nederlanden open financial fund, Madam Stelmach. This is going to be resolution #40 in the matter of appointment of Madam Beata Stelmach to the membership of the Bank Millennium S.A. Supervisory Board. The same draft of these 2 -- containing these 2 major points. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballots are as follows: in favor, 781,224,403; against, 71,348,838; abstained, 82,931,728 votes. Resolution has been adopted in a valid manner.
Unknown Shareholder
executive[ Jacek Lampart ]. My objection against this resolution. I voted against. I disagree with point #1 of this resolution.
Robert Gawalkiewicz
shareholderObjection has been recorded. And we shall move on to adoption of resolution in the matter of appointment to the member of -- membership of Supervisory Board of the next term of office of the 12th person. That was the number agreed upon by the General Meeting. It's Mr. Lingjiang Xu, resolution #41. Please cast your votes. [Voting]
Robert Gawalkiewicz
shareholderThe result of the ballots is as follows: in favor, 782,090,605; against, 70,482,636; abstained, 82,931,728 votes. Resolution has been validly adopted.
Unknown Shareholder
executive[ Lampart, Jacek ], shareholder, objects against this resolution. I voted against. I disagree with paragraph #1 of this resolution.
Robert Gawalkiewicz
shareholderObjection has been recorded. In summary, I declare that Supervisory Board in the makeup of 12 persons in effect of individual ballots has been appointed. And we can move -- or should move in line with the Banking Law and guidelines of supervision at European and domestic Level to adopt another resolution on the matter of -- in the matter of assessment of collective suitability of Bank Millennium S.A. Supervisory Board. The newly appointed Supervisory Board are appointed at this general meeting. Let me read the draft resolution. It was announced, but these issues were discussed at individual suitability to avoid [indiscernible]. It is going to be resolution #42 in the matter of assessment of collective suitability of Bank Millennium S.A. Supervisory Board. Acting pursuant to Article 22 of the Banking Law and Europe Banking Authority and European Securities and Markets Authority on the assessment of the suitability of members of the Management Board and key function holders, the Ordinary General Meeting resolves as follows. Paragraph 1, collective suitability of Bank Millennium Supervisory Board as appointed by the Ordinary General Meeting convened on 24 March '21 shall be hereby confirmed. This resolution shall come into force as of the day of its adoption. And the draft resolution is in effect of requirements of law and guidelines of supervision as well as suitability policy adopted by this general meeting at today's meeting. Are there any questions, motions on this issue? I raise my glasses. I cannot see anyone. So in the light of the above, we can cast our votes on the resolution #42 in the version I've just read. Please cast your votes. It is open ballot and requires simple majority. [Voting]
Robert Gawalkiewicz
shareholderResults of the ballot is as follows: for, in favor, 782,090,625; against, 70,482,616; abstained, 82,931,728. Resolution has been adopted validly. Since there are no more -- no further motions, this point is closed. And let us move on to the next point, point 18 of the agenda. Adopted for today's general meeting information on the bylaws of the Supervisory Board of Bank Millennium S.A. The draft resolution on the matter was made available on the website on the day of convening of the General Meeting. You were able to read. Just -- rationale also was indicated why General Meeting should adopt this resolution. It's a question of execution of recommendation 9 of -- recommendation Z of KNF on corporate governance issued in October 2020. This bylaws is adopted by resolution -- by Supervisory Board in line with the Articles of Association and the General Meeting, which is supervising of -- performance of the Supervisory Board has the duty to approve these bylaws, hence, the draft resolution. Are there any questions or motions as regards this point in the agenda? I see and hear none. We may, therefore, proceed to vote on resolution #33 of the Ordinary General Meeting of Bank Millennium S.A. on 24th March in the matter of informing the general meeting about the bylaws of Bank Millennium S.A. Supervisory Board as with the wording as in -- as on the bank's website. The resolution is open, and the resolution is for information purposes. Please proceed to vote. [Voting]
Robert Gawalkiewicz
shareholderAnd the voting result is as follows: votes for, 935,504,969 votes. No votes against. No votes of abstention. The resolution has been adopted unanimously. Ladies and gentlemen, we are therefore left with the last item in our agenda. Last point, point 19, on adoption of the resolution of the matter of amendments to the articles of association of Bank Millennium S.A. The proposed amendments have been presented in the materials for this general meeting. And as previously, I assume everybody had the opportunity to read the draft resolution, and there is no need to go through these amendments point by point to read them out here. The proposed amendments are a formality and they result from the fact that the bank is expanding its activity and it has to do with employee pension plans, and it also aligns some provisions of the bank's articles of association to changes in legal regulations, particularly as regards rules of functioning of the bank. The floor is open. Are there any questions or motions? I see and hear none. We may, therefore, proceed to vote by open ballot. However, before this is about amending the bank's articles of association, pursuant to article 415 of Code of Commercial Companies and paragraph 15 of the articles of association, this resolution may be adopted by 3/4 majority of votes present. Please vote. [Voting]
Robert Gawalkiewicz
shareholderThis is the voting result on resolution #44 on amendments in the articles of association with wording as proposed. Votes for, 935,504,969 votes. No votes against. No votes of abstention. Thus, the resolution has been adopted unanimously, 100%. Ladies and gentlemen, we have thus exhausted the exhausting agenda of this general meeting. Thank you for your attendance, for your perseverance, for taking part in the voting. The online transmission may now end. Thank you. Goodbye, and all the best in these pandemic times. May you stay in good health, first of all.
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