Bank Polska Kasa Opieki S.A. (PEO) Earnings Call Transcript & Summary

Welcome, everyone. My name is Stanislaw Ryszard Kaczoruk, and I am the Secretary of the Supervisory Board of Bank Pekao S.A. And here enough to open the annual shareholders meet -- General Shareholders Meeting of Bank Polska Kasa Opieki S.A. which was convinced by the Board for today. I'm sorry for the delay. And I would like to welcome all the persons who are present, shareholders and their proxies, members of the Supervisory Board, members of the Board and the experts, representatives of audit company, KPMG, representatives of the media and our guests who accepted invitation to participate in the Ordinary General Meeting of shareholders. Before I choose the Chairperson of meeting, I would like to ask a representative of [ Unicomp ] company to present instructions about the way of voting.

Good morning, everyone. I would just remind you briefly how to use the tablets that you received in the registration point as you were signing the attendance list. As the voting opens, as its declared by the Chairperson on the screens of your tablet, you will see a decision buttons, yes, no, abstain and you press the button according to the decision that you want to make. After pressing that on the next screen, you will see information about the decision that you chose. And below, you will see the button. Confirm that you should use to confirm your chosen decision. And vote -- cast your vote. If on the first screen, you press the wrong button, then from the second screen, you can always return to the first one with the button return, which will be in the bottom right corner of the screen. And then you confirm your decision. I hope that you are familiar with this technology. However, if you have technical problems, we are at your disposal throughout the whole meeting, and we can provide you help. Thank you very much.

Thank you. I hope that this was clear. If you have problems, we can assist you. Let's go to the point #2 of the agenda, the election of the Chairperson of the Ordinary General Meeting of Shareholders. I would like to inform you that we received a proposal of Leszek. Are there any other candidates? I do not see. Is Leszek here? Do you agree to be the candidate? Thank you very much. Therefore, I close the list of candidates. And let's carry out the voting. Let me remind you according to the Article 420, paragraph 2, it's voting with regard to personal companies. The project of the resolution is in the materials that you received and that are on the website of the bank. Before I open our voting about choosing Mr. Jerzy Kwiecinski for the Chairperson of the meeting. [Voting]

Do you need more time for the voting or have you all voted already? I do not see anyone asking for prolonging the voting? Do we have the results already? Let me ask again, did anyone want to vote and did not do so? Therefore, I close the voting, and could you please present the results of voting. I understand that the results will also be displayed. So let's wait for them to be displayed. Okay, let me present you the results of the voting. In the confidential voting, there were 175,441,545 valid votes out of 175, 441,545 shares, making up for 66% of the equity. Voting for is 175,441,545 against 0 votes and in total, 175,441,545 votes. Therefore, I confirm that the resolution was adopted. And therefore, I give the floor to the Chairperson of the General Ordinary Meeting and congratulations on the appointment.

Hello, and welcome to all the shareholders, the President, members of the Supervisory Board, the President together with the Board and all the persons who will be helping us today in order to conduct this meeting in the most efficient way. Now I will move to the formal part of the organization of the meeting. I received the list of attendance. And therefore, I am assigning this list. And at the same time, I state that today, there are 175,441,552 shares represented today, which have the right to equal number of votes, and this is 66.84% of the equity and the general number of votes. And so I also confirm that today's meeting was convinced correctly according to the regulations of the binding law and the status of the company. It was also announced both by the current report, but also the website of the company. The current report had #11 by 2023 and was from the 10th of May this year. However, the shareholding of the company submitted projects to the point #5, which was informed with the report from 23rd of May. Additionally, the shareholder Polski Fundusz Rozwoju also submitted a draft resolution to point 10, sub point 4, which was informed in the report 14 2023 from the 2nd of June. These projects were published on the website for the company, and they are available on the tablets that you received, which are not only voting tools, devices, but they also contain these materials. Having the above in consideration, I confirm that the meeting was convened correctly and is able to take resolutions according to the agenda. I would also -- as a shareholder, I also submit a motion so that all the votings are confidential and from this moment, all votings will be performed in this way. The draft resolutions will not be read out as they were announced before. They are also in your devices and on the website. They are on the website of the company. So there is no need to read them. Let me remind you that the agenda of the meeting was announced correctly, and it's published on the website of the company and on the devices that you have at your disposal. Have any technical questions, motions about the formal organization of the meeting, I see one motion.

I am a shareholder [indiscernible] and I've a motion. As per the regulation, I would like to ask a point scrutinizing commission. Could please the general meeting decide whether there will be such commission? Could you please take into consideration my motion?

Thank you very much for submitting a motion. According to the regulation that you refer to, the final decision here will depend on the general meeting, but also the Chairperson has the right to decide on this. And knowing that today, we will be voting on at least 50 resolutions. And having in mind that there is a company that services, the meeting today and knowing that they are according to my knowledge, proxies in the room who are so-called multi proxies that they represent a lot of subjects and at the end taking into consideration that part of the shareholders and proxies participate remotely online based on Article, Paragraph 8, item 1, I hereby decide that the meeting will take place without the scrutiny commission of vote counting committee to shorten the meeting. Let me remind you that we have abided by all the formal regulations and therefore, I am moving to the substantial part of the meeting. And I would like to put the resolution number two, about accepting of the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki S.A. Under voting, we are starting a confidential voting. And now so please cast your votes. [Voting]

Did anyone want to exercise your voting right and did not do that? Thank you very much, but I would like to ask again, did anyone want to exercise voting right and did not do that again. Therefore, I close the voting. Let's present -- display the results. Let's display the results immediately without the necessity of showing the print out. I hereby confirm that votes for are in the amount of 175,440,473, one vote against. Therefore, the resolution was adopted. And based on this resolution, we're moving forward to the next point of the agenda, and now I would like to leave for your consideration. Our points from 5 to 9, and let me remind you that the documents that are subject to consideration according to these points were published and they are available. And before we open the discussion, I would like to give the floor to the Vice President, Pawel Straczynski. Dear President, could you please take the floor.

Good morning. Welcome, very briefly sum up the year 2022 which we will be voting on today. We said many times that the bank gains PLN 1.7 billion, considering all the credit vacations whose cost amounted to almost PLN 2 billion as well as setting up an additional reserve for Swiss Bank credit loans. If not for that, these -- our performance would be one of the best in history. However, due to those events, those events were a burden on our revenues. That is why we have PLN 1.718 billion, which we were able to earn in 2022. After 2022, we, as the Board, can also say that we are well prepared for 2023, especially when it comes to those one-off events that occurred in the previous year and whose consequences will be felt in 2023 as well. And I am thinking mostly of the reserve for loans in Swiss francs, which in our opinion is a record setter on the market because at the end of Q1, the sum reserve was over -- worth over 9% of the portfolio and our bank is well prepared for all sorts of scenarios linked to solving the problem of those loans, whether it's settlements or trials or nonjudiciary settlements. We are also working on a settlement program that we would like to address to our -- to those who took up loans with us. Q1 2022 also showed that the macroeconomic situation, but also both the deposit policy and the bank's loan policy show that the revenues we are attaining are above average. There are also record -- record revenues, record income. So the bank is certainly well prepared for 2023, and we are also prepared to pay out dividends to the amount as approved by the general shareholders meeting, and I think that we will return to dividends at the right moment during this meeting. We will have a discussion. And at that point, we will also present the Board's position, especially [ faced ] with a motion from one of the shareholders asking for the dividend amount to be changed. Thank you. Thank you very much. I'd like to remind you that we are currently discussing points 5 to 9, which have been combined into one. To avoid any doubts, let me remind you that those points include consideration of review of the stand-alone of the report and the activities of the banks, the stand-alone financial statements, a review of the consolidated financial statements of the bank. A motion on the distribution of profit as well as review of the report of the Supervisory Board as along with any opinions pertaining to regulatory requirements as well as the self-assessment of the individual suitability of members of the Supervisory Board and the collective self-assessment of the Supervisory Board. So we have time for discussion. If there is no discussion in point 10, we will simply proceed to vote on the resolutions, which have been published. I don't see any motions for discussion. Let me give you a bit of time. This gentleman was first. So the floor is yours. Please introduce yourself and say whom you represent. Stated this is a formal motion, a question or a voice in discussion.

[indiscernible] I have several questions regarding point 5. My first question is why after the drop from 1.3 to 1.2 in 2022, we saw a rise in the indicator of -- so what are the prospects for attaining less than 1%. When do we foresee going down to 0? And how does the bank intend to secure its climate goals in the face of crisis like the recent energy crisis, which led to more financial services being provided to high emission companies, what is understood as low emissions transportation? What is the role of LNG, which emits methane into the atmosphere, which is stronger than CO2 and 20x stronger within a period of 100 years. In 2022, were there changes to the credit policy of the bank when it comes to financing high-emission sectors? Are there any other exclusions in terms of financing the coal sector.

Thank you for those questions. So before we respond, are there any other voices? So I'm Timothy collecting questions at this point, and we will then respond collectively. I would like to remind you that this is an ordinary meeting, but it's quite elaborate. Everybody has the right to express themselves. Mr. [indiscernible], that's irrelevant. So I hope that the Board will be responding. And as far as I know, you are not a Board member of the bank's Board.

[indiscernible]. I have a question to President, Leszek Skiba, Chairman, Leszek Skiba, who has probably enough courage to respond to the question rather than point to the Deputy President -- Deputy Chairman. The question is as follows, why did the bank in 2022 -- and because Mr. Straczynski, did mention Q1 2023. Let me also ask about it in the second part of my question. So also in 2023, you are not treating your employees fairly or equally, some are given a raise of 16.6%, those on MBO contracts whereas other staff are not getting that sort of raise. This is what happened in 2022. It's happening in 2023. We believe that this unequal treatment of employees is a bad standard for a bank that generates PLN 1.718 billion in revenues. I know that you will make it difficult for me to ask that question. First of all, you used the plural. So who else were you talking about? And secondly, 2023 is not the subject of this meeting. And the fact that the previous speaker referred to that year and asked about it doesn't mean that we will provide a response in regard to 2023. My request is that since you are chairing this meeting, if a Board member says things about 2023, I would like you to respond to that and to respond to our questions. Hi [ Mr. Kwiecinski ]. I am speaking on behalf of shareholder, [indiscernible], my own actually on my own behalf. So my second question has to do with the fact that Mr. Leszek Skiba, the Chairman did not respond to the previous general meeting of shareholders. And in my opinion, this will continue inter alia due to manipulations by Mr. Straczynski.

Please, let's not get personal. I am speaking now. If you interrupt me, I will have to take away your right to speak right now. Note paragraph 6 of the rules, of which give some -- imposes certain duties on the meeting chairperson.

So you can take away -- of course, you can take away my right to speak. This is democracy in action.

Please turn off the microphone momentarily. I will finish, and then I will give you the floor once again. So in that regard, I am taking into account the fact that you are speaking on your own behalf and you have now been instructed as to the rules regarding the violation of the personality rights of the bank Chairman as well as other persons in this room and the bank itself. Thank you for hearing me out. Please turn on the microphone is -- if there's anything else you wish to say. Go ahead.

Thank you, Chairman. So I'm merely reiterating a question that was asked a year ago, and I ask very simple answer. Is it true or not that Bank Pekao S.A. on March 22, 2022, lost a case at the Supreme Court against the independent labor union [indiscernible] and those who, for 2 -- over 2 years and here I have to drop names and like I said a year ago, including Director Kornasiewicz, who claimed even under oath that there is no quarrel, there is no dispute, have consequent -- had there been any consequences against those individuals, any actions taken in consequence. And thirdly, since we have such good revenues for 2022, PLN 1.718 billion net in terms of net profits, plus PLN 2 billion credit vacations. So we had considerable funding, especially before taxation. So since we had so much revenue before taxes. Why did you not pay out due monies, the 40% yearly bonus for 2022, even though, as you mentioned -- you had mentioned that if the financial situation improves -- the financial condition of the bank improves there are no further COVID restrictions, the bank would look to this. And in my opinion, the bank has not looked to this issue. So why did you not pay out the 40% of due owed bonus monies? Just to remind the shareholders and members of the Supervisory Board, this amounts to PLN 50 million, which the bank, in my opinion, as a shareholder took away from its employees illegally. There is another story, the failure to pay out a motivational price amounting to PLN 30 million. Why not -- since the bank situation improved in 2022, why did the bank fail to pay those amounts to its employees which they fairly deserve. One more comment. Go ahead it's a discussion. So in my opinion, these good results, are due to a paradox and their only one circumstance the fact that inflation rose, went up, and the bank is receiving more interest on loans. Hence, this growth. But I expect from you as the Board that those results that effectiveness also lead to better management. And in our opinion, this did not happen in 2022. Thank you very much, and I will be grateful if you respond to my concerns and the Board response.

Thank you very much. I am looking around the room, if there are any other comments in the discussion.

Dear Chairperson. Once again, I am [indiscernible], a minority shareholder. I've always been an employee of the bank. I've been here for many, many years, and I've always been interested in the remuneration policy. Good results of bank are achieved because of our hard work. I would like to find out if you are still implementing the policy of equal remuneration of men and women because this is very crucial. It's always been important for shareholders and trade unions, shareholders wanted to find out whether in each particular department, there are no large remuneration disproportions.

I assume that you're asking about 2022, therefore, I can accept this question. I do not see any other comments. Sorry, there is one more.

[ Marta Jackowska ] proxy of Goldman Sachs. I do not want to move too much ahead because the Vice President mentioned that he will be discussing the dividend. But I would like to ask about referring to the motion of PFR about a larger dividend, whether in light of what the bank has ahead of it, various positive and negative aspects whether the board would feel comfortable with paying out a larger dividend. Thank you for this vote.

Okay. So at the beginning, I do not accept any motions related with 2023. And as for the others, I pass the questions to the Board according to article 128 of the commercial companies code, which makes it impossible for the Board to address issues which are in the question. If it's within this regulation because it would be to the detriment of the bank. Let's now have a moment. The Board is ready within the scope that was presented we are ready to address all of the motions without a pause. First, Vice President will answer, and then I will give the floor to the President.

Dear, ladies and gentlemen, in 2023, if it's not a problem, I will try to answer all those 3 questions that were asked. Yes, shareholders and alerts. In 2022, I meant, obviously, due to events with which we had not been dealing for years. And here, we mean the outbreak of war in the Ukraine, and large increases of the prices of energy resources. And also the necessity of providing security also -- energy security to our customers, the bank made a decision about removing from the loan policy, the prohibition of financing coal trade Poland. For Poland the basic energy resource will still be coal for many, many years, especially in heating industry, but not only. Therefore, taking into consideration even a simple profit and loss account and the impact of the lack of energy and heat on the situation of our customers and the quality of the credit portfolio. That was one of the arguments, which is worth mentioning. And based on that, we made a decision that in this difficult period, we will accept financing only coal trade. There were no any other additions in the loan policy of the bank. So still the prohibition of investing, financing high-emission projects is still functioning. It's still alive. High-emission projects for our bank, all the projects whose delegated act in taxonomy is not accepted as low emission projects. And I also mentioned that quite recently, two technologies, natural gas and the nuclear technology have been accepted as technologies that fulfill the conditions for zero and low emission. Our additional but also temporary engagements into financing of coal caused a situation that in 2022, the ratio of -- the share of -- let me put it this way, a project or the portfolio of high emission projects increased to 1.4% in the strategy, that is valid until the end of 2024. We specified one of the goals of ESG, which is lowering the involvement of banks in the projects -- high emission projects to the level below 1%. And today, we do not see any risk as to achieving this goal. Let me also stress that in 2022, the bank got involved or financed many projects related to the sustainable development and also low and zero emission projects, including those related with low emission transport. And we, as bank, do not create any own policy regarding specifying what is low emission, what is zero emission and which projects are not in this category. When creating the loan policy of the bank and classification, we are referring to a commonly binding regulations in the European Union, which describe this for the bank, it's delegated acts to the taxonomy. What is accepted and what is not accepted by those legal acts as the emission projects and if they are specified. So in there, we also understand them to be that way, and we do not add any own interpretations here. And I hope that my answer was sufficient and clear. And I have provided you data to all those 3 questions. And our strategy is now until the end of 2024, we do not go beyond that date with our strategy. Therefore, I addressed this point of our ESG strategy that until the end of 2024, we want to achieve the goal of less than 1% share in financing high-emission products. Thank you very much.

Thank you. And now going one by one, I will start from the question of [indiscernible]. First question was about the increases in 2022. So last year, in general, in our bank, let me remind you, we have 2 systems of remuneration part of the persons, especially the management employees, but also persons are working in sales in various segments. They work on the so-called MBO. So this mechanism works in such a way that the ratio of increase is included. There is indexation of remuneration based on the final result of inflation at the end of the year. Andrew can say that it's in some way automatic because it does not depend on the decisions of the bank. So in each MBO contracts, there is a standard parameter of annual increase. And the second part of the persons are covered by the remuneration salaries based on the collective agreement, according to which we propose a certain amount -- aggregated amount of increases of salaries and there is a minimum parameter in the agreement, and it says that the value of the increase cannot be lower than the forecast inflation in the Budget Act for the following year. And then there is a proposal from the Board, and it's negotiated with the unions and its elements. Therefore, the structure and how to divide, distribute this amount among the employees and what should be the final amount of the increase especially that naturally the unions are fighting for the increase of this percentage rate. And usually, those agreements that are concluded every year are based on certain agreements that we find with the unions. There is certain fixed amount, which means that each person within certain criteria receives a certain increase, and there is also this flexible ratio and according to this one, it's the Director of each department that can decide based on the effects of the work of employees. So this is the basic structure. And here, we have this mechanism everywhere. There is fixed and variable amount. So if there is certain increase, it doesn't mean that everyone will receive it. So this is the principle of the variable amount, and this is written into the collective agreement, which is signed every year by the trade unions in 2022. The same mechanism was signed by 6 unions. Therefore, answering to your question -- to the question of [indiscernible], why persons who are on the agreements do not have exactly the same increase. This is because we have the mechanism of our collective agreement. It allows to differentiate the increases based on the discretional decision of the Director of each department every year and also in 2022. This mechanism was accepted, and it's accepted by the unions. And it's not -- apart from the question of [indiscernible], it's not subject to any questioning because the large majority of unions accept the increases in various scale and proportion, but according to the same structure that we have this fixed and a variable part. The second question of Mr. [indiscernible] was about the decision of the Supreme Court from March 2020. It is indeed a very complicated story. It's about the collective disputes, which refers to 2016. And let me answer, we had a long dispute as our bank and the decisions of the court in various instances were changing. The bank was defending its position in the dispute with the trade union. And I confirm that the Supreme Court -- the decision of the Supreme Court in March 2022, as to the effect of the existence of the dispute with [indiscernible] Trade Union was in accordance with what President, Blazej Szczecki said. And what is essential here is that mechanism of cooperation with unions is such that sometimes there is a difference of opinions. And in this case, we have a situation where the majority out of 8 unions, this union, [indiscernible] was holding a dispute. And, I confirm the decision of Supreme Court from March 2022, the difference of opinions that was mentioned by the President results from the fact that bank was in the dispute. Therefore, the representatives of the bank had the right to express the opinion of the bank until the resolution in March 2022. And question number 3 regarding the return to the solidarity ratio in 2022. We as bank and decision-making, which have cost consequences related to the remuneration year-by-year, in that period in 2020. So in 2020, we made a decision that was a pandemic year. We made a decision that solidarity ratio should be at a level of 50 million that was for the legal decision to reduce the bonuses. And It's natural that every year, those decisions are made. We do not see -- justified to get back to the decision from 2020, especially that this year was closed financially, the policy of the bank is that if we have a better year, we pay over 100%. If not, then we pay less. So we need to address the effects of the work of the bank year-to-year. And so we assume that the year 2020 was already closed. If we have great results in the future, we can declare that those ratios will be higher than 100%. Just like -- can be 120% this year. So we cannot say that we do not share our profits with the employees to motivate them and to recognize them for their hard work. And here, I agree fully that it's an effect of hard work of our employees. When it comes to the pay gap question. It is important for us. The pay gap is one of the goals of our ESG strategy. Within this diversification of payments or salaries between men and women, and this is within this S element. This is the most important parameter showing that we do implement it. And every quarter and every year, we show in what way we reach -- we have tried to reach the reduction. We calculate it in 2 ways on average, not looking at the differences between the positions of men and one is looking at the positions on which men and women are and another parameter is comparing these differences based on the positions held by man and women and what we managed to do is to reduce in 2022 is that's the gap that was over 8%, and it was reduced to 7.7%. So by 0.7 percentage points. And here, I confirm that this is our goal resulting from ESG strategy. Therefore, every year, we will be reducing this pickup. So this question was justified because it refers to a very important topic related with our ESG goals. And the question of dividends. So we ask the Board proposed -- it came from this cautionary approach -- cautious approach which we developed a few months back, back in April, when the tensions on the financial markets, especially after the fusion in Switzerland and the fall of banks in the states. That was our approach, we came to ensure just about 50% around PLN 1 billion and it's also the question of as for whether the PFRs proposal is acceptable to the Board. Well, taking into account the fact that the situation has improved somewhat more context to follow. However, we can consider that proposed resolution acceptable or allowed to pay out that much. Formally, it's quite correct. And as for different risks regarding capital, we see no such risks or no significant risks at any rate. If we adopt the resolution on dividing up 75% of profits MREL at the end of the year was also a motivation for us to go for 50%. But I think the PFRs proposal of 75% is acceptable because it will be implemented by the Board if the shareholders' meeting approves. Thank you very much. I saw another voice in the discussion.

Mr. Chairman. Thank you, Chairman, for responding to those questions. But just to clarify, we don't want any misconceptions among shareholders. This is an important group. There is no provision regarding raises in the collective arrangement. There's no provision for variation on a case-by-case basis. The paragraph 30 of that arrangement says that any issues related to raises fall outside of the arrangement. Another issue I want to clarify on all the instances, the circuit court, the appellate court as well as the Supreme Court in all those courts, Pekao lost all the cases. It's not that they won at any 1 level, they lost all 3. In August, the circuit court in Warsaw said that a collective arrangement could be made without doing away with the previous arrangements. When it comes to raises, and this issue is -- falls outside of the arrangement in light of Paragraph 31. MBO contract staff that we have 3,000 of plus regulations regarding the paying out -- paying them bonuses. These all fall outside of the collective arrangement. And on all those issues, both the circuit court in Warsaw and then the appellate court in 2019 as well as the Supreme Court on March 22, 2022, they all ruled that the bank had no right to claim for over 2.5 years, that there is no collective dispute and those who claimed such, we're acting lawlessly according to the court. I realize that you don't want to respond to the second half of the question. So those who denied the existence of that dispute, do they bear any consequences? Like if you don't want to say that I respect that. However, I believe that they should face consequences as their actions were illegal. So IPO for the Board to treat bank staff equally regardless of whether they are MBO contracts or others. And that they get the same raise percentage-wise. And I hope that will happen in 2024. Today, many staff are protesting. They are on strike. And I hope that you will hear them. You will understand their concerns and you would implement actions to remedy their concerns.

Thank you very much for that statement. I see no further hands going up. If you could respond. No microphone.

I thank you for responding -- giving a response regarding salaries. You're closing the wage gap, but the 0.7%, that's just a first step. So could you tell us is there -- and do you have any goals in terms of your salary policy to create equal wages for men and women because we have been fighting to close this wage gap for a very long time.

And I apologize, we don't have so much time. The profits are good. The results are good. And the profits are essentially -- thanks to the staff, all staff who are working at the lowest runs in the branch offices, serving customers to satisfy those customers, it's a huge effort. So I apologize before I respond. I would like to take note of the fact that 2 people have left the room. I assume they are shareholders. So our numbers have changed, if that could be duly noted. Yes, of course, it is part of our ESG strategy, that will run until 2024. So this indicator that we want to achieve as part of our ESG strategy, it's not that we're closing shop after that. After 2024, we'll be adopting another ESG strategy to close the wage gap even further, to go below 7% next year and even get down to 0 eventually. So next year marks the horizon for the current strategy, and we will then conduct an analysis, and we will set new goals for the next strategy.

Thank you very much. I would also like to state that after these persons have let the room, we've got 66.4% of our shareholders present. So we will now move on to the approval of the report on the activities of the bank Pekao S.A. capital group for 2022. I have a request for the technical company so that things can go smoothly. As I read the resolution number, please make the vote possible at that point. So as soon as I read the resolution number, shareholders can vote. Of course, the vote is confidential. [Voting]

Did anybody wish to vote and was unable to? I see that you have quite a lot of proxies, please just wave to me when you're finished. [Voting]

So the vote is closed. Let's have the results. So in favor, 175,235,020, zero against 2,000 -- 205,000 abstaining. The resolution is therefore approved. We will now be voting on Resolution 4 on the approval of the stand-alone report for 2022. Stand-alone financial statements of Bank Pekao S.A for the year ended 31 December 2022. The vote is on. [Voting]

Can we get a table for this gentlemen or -- I hope it's not a problem and it would benefit everybody. Meanwhile, I am closing the vote and let's have the results. So in favor, 175,235,018, 0 against 205,454 votes against or abstaining. So the resolution is passed. Now for resolution, number five, on the approval of the consolidated financial statements of the Bank Pekao S.A. Capital Group for the year ended 31 December 2022. [Voting]

The vote is closed. Can we see the results? So in favor, 175,235,019, 0 against, 205,454 abstaining. Therefore, the resolution is passed. Point 10, 4, a project draft resolution was submitted to that point, which we informed about. So considering my prerogatives, I would like to now vote on a draft resolution coming from the Polish development fund. As the most comprehensive this draft will be #6. It was announced in the said report, and it's still available for consultation. So we will now vote on Resolution 6 on dividing the profits of Bank Pekao S.A. for the year 2022. And I would like to remind you that this is a draft that was submitted by a shareholder, the published Development Fund. [Voting]

The vote is now closed. In favor, 129,152,958, none against, abstaining 46,287,515. The resolution is therefore passed. And I'm moving on to the next item. We will be voting on the draft resolution #7. Regarding the approval of the Supervisory Board of Pekao S.A., for activities in 2022, along with assessments and opinions, reviews conducted in line with regulatory obligations. Please, as soon as I read the number of the resolution if the tech company could start the vote. [Voting]

So before I announce the results of the vote. And before I close the vote, I would like to remind you that in the next agenda item. We will be looking at resolutions regarding the self-assessment and the individual suitability of members of the Supervisory Board. And I would like to remind you of Article 412 and 413, paragraph 1 of the commercial companies code, so you cannot vote on your own behalf and that restriction will also apply later on, we are still voting on Resolution #7, and the vote is ongoing. [Voting]

The vote is closed. Can we see the results. So in favor, 174,779,856, none against, abstaining, 660, 617. Thereby, the resolution has been passed. We will now vote on Resolution #8 regarding the results of the self-assessment of the individual suitability of members of the Supervisory Board and the self-assessment of the collective suitability of the Supervisory Board of Bank Polska Kasa Opieki Spólka Akcyjna and the individual, we are voting on is Beata Kozlowska-Chyla. The vote is confidential and it's starting now. And further, when it comes to individual assessment, I will be only reading out the first and last name of the person who is subject to voting. You would prefer otherwise please inform me, but I think it will be more efficient this way. [Voting]

Have disclosed and let's present the results. Votes are 411,327,778 against 3,647,530, abstained 455,164. Therefore, the resolution was adopted. And now another voting for the draft resolution #9 for Joanna Dynysiuk. Let's open the vote. [Voting]

Voting is closed, and let's display the results. Votes for 171,331,350 million against 3,648,030, abstain 455,164. Therefore, resolution was adopted. And now we are voting on the draft resolution #10 about Malgorzata Sadurska. [Voting]

The vote is closed. Let's display the results. Votes in favor, 171,337,278, against 3,649,102 votes and abstained 455,164. Therefore, I confirm that the resolution was adopted. And now we are voting on the draft resolution #11 regarding individual assessment of [indiscernible], and we are starting the confidential vote. [Voting]

I have a technical question to the company that provides the service for us today. If a shareholder submits a motion according to all the requirements about confidentiality, is it possible to ascribe such function? And assuming that he is voting, can they vote the same for the following resolution? So can we have such a function so that the whole block of those votes can be combined and transferred to the next voting? I see that there is no such option, but maybe it would be useful. Therefore, I close the vote, and let's display the results. Votes in favor, 171,338,350 votes, against 3,648,030, abstained 455,164. Therefore, I confirm that the resolution was adopted. And we are opening the vote on the draft resolution #12 regarding the assessment of individual suitability of Mr. Marcin Izdebski. [Voting]

The vote is closed, and let's display the results. Votes in favor, 171,338,350, against 3,648,030, abstained 455,164. Therefore, I confirm that the resolution was adopted. And we open the voting on the draft resolution #13 about Sabina Bigos-Jaworowska. [Voting]

The vote is closed. Let's display the results. In favor of the resolution, 171,338,350, against 3,640,030, abstained 455,164. Therefore, I confirm that the resolution was adopted. And I hereby open the vote on the draft resolution #14 regarding Mr. Justyna Glebikowska-Michalak. [Voting]

I would like to address shareholders with a question or any of you against of accepting the following mode that after closing the vote, I will be starting the next vote. And in the meantime, I will be reading out the results of the vote. In case of this voting about suitability or a discharge. Therefore, I close the vote, and let's display the results. In favor 171,338,849, against 3,647,530, abstained 455,164. Therefore, I confirm that the resolution was adopted. And we are opening the vote on the draft resolution #15 about Mr. Michal Kaszynski. [Voting]

So the vote is closed, can we have the results. So in favor 171,330,850, against 3,647,530, 455,164 abstaining. Therefore, the resolution has been passed. And we will now be voting on resolution 16 regarding Mr. Marian Majcher. [Voting]

The vote is closed. Please display the results. In favor 171,338,350, against 3,648,030, abstaining 455,164. The resolution has been passed. And we will now vote on resolution #17. Now this is a resolution on the collective suitability of the bank's Supervisory Board. [Voting]

The vote is closed. The results, in favor 171,338,850, against 3,647,530, abstaining 455,164. Therefore, the resolution has been passed. Now moving on to point 10 -- 10.7, granting discharge to members of the Management Board of the bank. And I would like to remind you of the restrictions under the relevant legal provisions, you are not allowed to vote on your own behalf. So we will be voting on resolution #18, granting discharge to Mr. Leszek Skiba for 2022. When I read further names, I will only read the dates if it's not from January 1 until December 31, 2022. [Voting]

The vote is closed. Let's have the results. In favor 174,587,706, none against, abstaining 853,834. The resolution has therefore been passed. Congratulations. We will now be voting on resolution #19, granting discharge to Mr. Marcin Gadomski. [Voting]

The vote is closed. Let's see the results. In favor 174,587,710, 0 against, abstaining 853,834. The resolution is, therefore, passed. Congratulations. We will now be voting on resolution #20, granting discharge to Mr. Piotr Zborowski. The confidential vote starts now. [Voting]

The vote is closed. So in favor 174,587,710, 0 against, abstaining 853,834. Therefore, the resolution has been passed. Congratulations. We will now be voting on resolution #21, granting discharge to Mr. Jerzy Kwiecinski. And the vote starts now. [Voting]

The vote is over. In favor 171,587,210, 0 against, abstaining 854,334. Therefore, the resolution has been passed. We will now be voting on resolution 22, granting discharge to Mrs. Magdalena Zmitrowicz. The vote starts now. [Voting]

The vote is now closed. Let's have the results. In favor 174,587,710, against 0, abstaining 853,834. The resolution has passed. Congratulations. We will now be voting on Resolution 23, granting discharge to Mr. Jaroslaw Fuchs. The vote starts now. [Voting]

I am closing the vote, and I would like to ask for the results. In favor 174,587,210 votes, 0 against, abstained 854,334 votes. Therefore, I confirm the resolution was adopted. Congratulations. I'm opening the vote on the draft resolution #24 regarding granting discharge to Mr. Wojciech Werochowski. The vote starts now. [Voting]

The vote is closed. Let's see the results. In favor 174,587,710, against 0, abstained 853,834. Therefore, I confirm that the resolution has been adopted. Congratulations. Now I'm opening the vote on the draft resolution #25 regarding granting discharge to Mr. Blazej Szczecki, vote starts now. [Voting]

The vote is closed. Let's display the results. In favor 174,587,710, against 0, abstained 853,834. Therefore, I confirm that the resolution has been adopted, and congratulations. I am now opening the vote on the draft resolution #26 regarding granting discharge to Pawel Straczynski. The vote starts now. [Voting]

The vote is closed. Let's see the results. So in favor 174,587,710, against 0, abstained 853,834. Therefore, I confirm that the resolution has been adopted, congratulations. Congratulations again to the whole Board [indiscernible] noticed that there were no votes against the discharge. It's worth noting. And therefore, we have finished this point. Let's go to the Item #8. And here, we will be granting a discharge to members of the Supervisory Board. The regulations limiting the right to vote in your own case are also applicable here. Therefore, we will be proceeding as before. And now we will be voting on draft resolution #27 regarding granting discharge to -- for the performance of their duties to Ms. Beata Kozlowska-Chyla from the first January to 31st December 2022, and the vote starts now. With next person, I will also be providing first and last name and the period of staying at a certain position if it's not a full year. [Voting]

The vote is closed. Let's display the results. In favor 159,623,812, against 14,963,898 votes, abstained 853,834. Therefore, I confirm that the resolution has been adopted. Now we are opening the vote on the draft resolution #28 regarding granting discharge to Ms. Joanna Dynysiuk. The vote starts now. [Voting]

The vote is closed. Let's display the results. So in favor 159,623,312, against [ 400,964,398 ], abstained 853,833 votes. Therefore, I confirm that the resolution has been adopted. Now open the voting on the draft resolution #29 regarding providing discharge to Ms. Malgrzata Sadurska. [Voting]

The vote is closed. Let's display the results. In favor 159,622,240 votes, against 14,965,470, abstained 853,834 votes. Therefore, I confirm that the resolution has been adopted. And now I'm opening the vote on the draft resolution #30 regarding granting discharge to Mr. Stanislaw Ryszard Kaczoruk. The vote starts now. [Voting]

The vote is closed. Let's present the results. In favor 159,625,413 votes, against 14,962,297 votes, abstained 853,834. Therefore, I confirm that the resolution has been adopted. Congratulations. I'm opening the vote on the draft resolution #31 regarding the discharge for Mr. Marcin Izdebski, the vote starts now. [Voting]

The vote is closed. Let's display the results. In favor 159,626,485 votes, against 14,961,225 votes, abstained 853,834. Therefore, I confirm that the resolution has been adopted. And I open the vote on the draft resolution #32 regarding the discharge for Sabina Bigos-Jaworowska. [Voting]

The vote is closed. Let's display the results. In favor 159,623,312 votes, against 14,964,398, abstained 853,834. Therefore, I confirm that the resolution has been adopted. And I am opening the vote on the draft resolution #33 regarding granting discharge to Mr. Justyna Glebikowska-Michalak. The vote starts now. [Voting]

The vote is closed. Let's have the results. In favor 159,626,485, against 14,961,225, abstaining 853,834. The resolution has therefore been adopted. We will now vote on resolution #34, granting discharge to Mr. Michal Kaszynski. The vote starts now. [Voting]

The vote is closed. The results, in favor 159,626,485, against 14,961,225, abstaining 853,834. Therefore, the resolution has been adopted. We will now vote on resolution #35, granting discharge to Mr. Marian Majcher. [Voting]

The vote is closed. The results, for 159,623,312, against 14,964,398, abstaining 853,834. The resolution has, therefore, been passed. And now the shareholders meeting has granted discharge to all members of the Supervisory Board. And moving on to Item 11, a review of the report on the assessment of the remuneration policy of the bank in 2022. The Supervisory Board's report on remuneration policy is available on the company website along with the materials for today's meeting is also available on the tablets at your disposal. The secret vote starts now. [Voting]

The vote is over. Let's have the results. For 157,920,960, against 58,895, abstaining 17,461,689. Therefore, the resolution has been adopted. We are moving on to Item 12. We will be voting on the review of the report on the remuneration of members of the Management Board and Supervisory Board of the bank for 2022. The vote starts now. [Voting]

The vote is now closed. The results, in favor 128,984,423, against 46,455,548, abstaining 1,073. In light of the above, the resolution has been adopted. Moving on to Item 13 on the agenda, we will be voting on the review -- on resolution 38 regarding self-assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board of the bank and the effectiveness of its operation in 2022. The vote starts now. [Voting]

The vote is now closed. The results, In favor 158,521,447, against 119,024, abstaining 16,801,073. I, therefore, declare the resolution to have been adopted. And moving on to Item 14, the report on the assessment of compliance by the bank in 2022 with the principles of corporate governance for supervised institutions issued by the Polish Financial Supervision Authority is available on the company website, and it's available on your tablets, I see no voices in the discussion. So moving on to item 15. And for this item, we have a draft resolution, which has been submitted by a shareholder, PZU SA, that we informed in reports #13 for 2023 from May 23. Given the above, we would first be voting on the Board's resolution, and we will then vote on the draft resolution submitted by the shareholder after. So we will now be voting on resolution 39 regarding changing the statute of the bank and giving powers to the Supervisory Board of the bank to define the uniform text of the bank statute to avoid any misunderstandings. This is a resolution drafted by the Board. The vote begins. [Voting]

The vote is closed. Let's see the results. And let me remind you that here, we vote based on qualified majority because we are dealing with the change of the statute of the company. In favor 154,305,148 votes, against 16,858,895, abstained 4,277,501 votes. Therefore, the resolution has been adopted. And here, we will be voting on the draft resolution 40 about the change of the statute of the Bank Polska Kasa Opieki S.A. and authorization of the Supervisory Board to agree on the text of the statute. And here, I would like to make sure that you do not have any doubts. The change starts from Paragraph 13 then Paragraph 18. This is the resolution. President is alert. It's good because shareholders need to know exactly what is the subject of voting. Because sometimes we might make some mistakes. Therefore, thank you very much for being alert. [Voting]

The vote is closed. Let's see the results. In favor 171,106,220 votes, against 58,895, abstained 4,276,429 votes. And therefore, I confirm that the resolution has been adopted. I will bring the vote on resolution #41 also regarding change of the statute of the bank and authorization of the Supervisory Board to agree on its text and this project. This draft is mainly about dismissal of Paragraph 7, adding point 28 in Paragraph 18. [Voting]

Just to be sure, which project we are voting on.

Yes, we are here in this block. The vote is closed. Let's display the results. In favor, 138,806,220 votes, against 32,358,895 votes, abstained 4,276,429, and therefore, I confirm that the resolution has been adopted. I'm opening the vote on the draft resolution #42 also regarding the project of the Board about changing the statute and providing authorization to the Board to agree on its text. It's about Paragraph 18, point 3, also the project of the Board. [Voting]

The vote is closed. Let's display the results. In favor 171,106,220 votes, against 58,895, abstained 4,276,429. Therefore, the resolution has been adopted. I'm opening the vote on draft resolution #43 also the project of the Board regarding changing the statute of the company and authorization for the Board to agree on single text of the statute. [Voting]

The vote is now closed. Lets see the results. In favor 171,106,220 votes, against 58,895, abstained 4,276,429 votes. Therefore, the resolution has been adopted. Now I am opening the vote on the draft resolution #44. It's also a project of the Board regarding changing the statute and authorization for the Board to agree on consolidated text of the statute. [Voting]

The vote is closed. Let's display the results. In favor 171,106,220 votes, against 58,895, abstained 4,276,429. Therefore, the resolution has been adopted. And I declare voting on resolution #45, project of the Board about changing statute and granting the competencies to the Supervisory Board on agreeing on the consolidated text of the statute. We are in the block of the Board's projects. I will tell you when we will be voting on the project submitted by the shareholders. [Voting]

The vote is closed. Let's display the results. In favor 171,106,220 votes, against 58,895, abstained 4,276,429 votes. So therefore, the resolution has been adopted. I am now opening the vote on the draft resolution #46 also a project draft submitted by the Board regarding changing the statute and authorization for the Board to agree on consolidated text of the statute. [Voting]

The vote is closed. The results, in favor 171,106,220 votes, against 58,895 votes, abstained 4,276,429. Therefore, the resolution has been adopted. And here, I am opening vote on one of the projects submitted by a shareholder. It's a draft #47 regarding change of the statute and authorization for the Supervisory Board to adopt a consolidated text. This project is very long with a lot of amendments. That's how you can distinguish it from others. And the voting starts now. [Voting]

Yes, the vote is closed. Let's display the results. The resolution has not been adopted. In favor 111,224,349 votes, 0 against, abstained 61,730,144. Therefore, I'm opening the vote on the draft that due to lack of approval of the previous one. Gets to #47. It's also a draft about the change of statute and providing the Supervisory Board, the authorization to agree on the consolidated text. It's about Paragraph 14, Item 5. And after that, there will be new items added. Yes, these are all drafts submitted by a shareholder. [Voting]

The vote is closed. The resolution has not been adopted. In favor 111,223,277 votes, 0 against, abstained 61,731,216. Therefore, once again, as project #47, I am submitting to vote a draft submitted by a shareholder regarding change of the statute and authorization for the Board to adopt a consolidated text of the statute. In order to avoid any doubts, I'll point out that this draft is regarding Paragraph 18 and 20, and it provides amendments for those paragraphs, and the vote starts now. [Voting]

The vote is closed. Let's see the results. The resolution has not been adopted. Votes in favor 111,223,277, against 1,075, abstained 61,730,144. Now I'm moving to point #16, we have gone through the whole agenda. Thank you very much for your participation in the meeting, and I wish you a good day. [Statements in English on this transcript were Spoken by an interpreter present on the live call.]