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

Good morning, I'm Vice President of the Bank Pekao and I'm opening the Extraordinary General Meeting of Bank Polska Kasa Opieki Spólka Akcyjna, convened for today by the Management Board. Welcome, everyone, all the shareholders and their proxies, members of the Supervisory Board, but I believe I'm just saying hello to myself. And also, a warm welcome to the Management Board members, Anna Wawrzynczak-Palynyczak; the President, Robert Sochacki; Vice President, Blazej Szczecki; and President, Marcin Gadomski. Also welcome to the experts of the bank and the representatives of the media and all the guests that accepted the invitation to participation in this Extraordinary General Meeting. Before we move on to appointing the Chairman, I would like to ask the representative of [ Unicomp ] on presenting a brief instruction on the voting.

Good morning, everyone. After you have signed the list, now you have the tablets, and there are buttons. One is Your Data and the other one is Documents. Under Your Data button, you have the number of votes. You have also your data, obviously. And then within the Documents button, you have all the documents about this general meeting. When we have the voting, tablets will show automatically decision buttons and you choose the right decision. And so that on the next screen, you will confirm that decision by pushing confirm button. Should you have any questions, we are at your disposal here in the room all the time. Thank you very much, and have a fruitful discussion.

Thank you very much. We can now move on to the second point of the Extraordinary General Meeting. It's on the election of the Chairperson of the Extraordinary General Meeting. And regarding that item, we have the candidature of Katarzyna Szwarc.

Thank you very much. That's what I wanted to ask about, but you were quicker.

Thank you very much. Are there any other candidatures? As I cannot see any, I'm closing the list of candidates. Let me remind you that pursuant to Article 420 (sic) 402 of the Commercial Companies Code, this is the voting on the personnel matters. So this is a secret ballot. And those documents are also available on the website. So now I'm opening the voting for naming Katarzyna Szwarc as the Chairperson of our Extraordinary General Meeting. [Voting]

Has anyone been unable to vote? Please let me know, ladies and gentlemen that you've already cast your vote. I will ask again and then I don't need to wait. Ready everyone? Is there anyone who wanted to cast their vote, but could not? I can't see anyone. And thus, I'm closing the vote, and please present us the results.

I hereby announce the results of the vote. In the secret ballot, there were 190,700,724 (sic) 194,700,724 votes out of 194,700,725. So this represents around 18% of the capital. Votes for, 194,700,724 votes against the resolution 1 and no abstentions.

In general, as I mentioned, there were 194,700,725 votes. And thus the resolution is adopted, and I give the floor to the Chairperson.

Thank you very much for this vote. And right now, we are moving on to the next points of our agenda. Here we have remote participants. We are moving to the confirmation of that the Extraordinary General Meeting has been duly convened and has capacity to adopt binding resolutions. Let me just remind you that this is registered and broadcast. This broadcast is going to be made available on the website of the company. So if any of you would like to object to publishing that and their own image, then please do so. Now moving on to the agenda. Let me inform you that during today's meeting, we have present or represented 194,700,725 shares and the same number of votes. And today's meeting has been convened by the report -- current report from 26/2024 of August by the shareholder request. And therefore, we had the same request together with the drafts of resolutions that are included in the Extraordinary General Meeting, and the meeting has been convened in the correct way and is able to adopt binding resolutions. Right now, I'm signing the list of presence. You can take a look at it during the meeting. Should you have a need to take a look into it later on, then please address the Management Board. As far as formalities are concerned, pursuant to the regulation of today's meeting, as the proxy of the shareholder of Bank Polska Kasa Opieki Spólka Akcyjna, let me bring a motion -- formal motion so that all the votes are cast in the secret ballot. The list of attendance been signed. You can have a look at it when you need it. Now let us move on to the next items of the agenda. Let me allow to proceed in such a way that I'm not reading the contents of the resolutions that we are voting on. These contents are consistent with the report number 26/2024. So should there be a need to amend the resolution, then we will proceed such motions. Let us move to adopting the agenda of today's Extraordinary General Meeting. This is resolution #2. As I have told you, we will cast a secret ballot. So please cast your votes right now. [Voting]

Have all of those who have been authorized casted their votes? Have all of you voted? I can see no objections. So I'm closing the voting. Please bring the results. Thank you very much. So in total, 194,700 -- so there were all votes for, no abstentions. So the resolution has been adopted. Thank you very much. Now let us move on to the next item of the agenda of today's meeting, which is adoption of resolutions on changes in the composition of the Supervisory Board of the bank. The first draft resolution is concerning the dismissal of a member of a Supervisory Board. So are there any motions to do so? I can see no motion. So let us move on to the next draft resolution of the Supervisory Board presented by a shareholder, which is appointing a member of the Supervisory Board of the Bank Polska Kasa Opieki Spólka Akcyjna. So let me remind you that a candidate has been presented by an authorized shareholder, [indiscernible]. This is [indiscernible], and this candidate has been presented with including -- we've taken into account the assessment of compliance with suitability requirements. So are there any other candidates? I can see no other candidates. This is time to vote on the resolution #3 on the appointment of a member of Supervisory Board of Bank Polska Kasa Opieki Spólka Akcyjna taking into account the assessment of compliance with suitability requirements. The candidate is [indiscernible]. Please cast your votes. [Voting]

Have all of you who have been authorized to cast your votes, cast your vote? Okay, you need some more time. Okay. I understand that all the shareholders have cast their votes. So it is time to close the voting. So 194,700,075 votes have been casted. So 129,420,132 votes for; 65,342,319 votes against; and abstentions 316,274. So now I need a printout in order to verify whether all the votes have casted. Thank you so much. So the vote has been -- the resolution has been adopted by the majority of 66.27%. So we have the required majority of votes. And now let me order a 10-minute technical break in order to make sure that the services of the company verify the assessment of the collective responsibility by the services of the bank. [Break]

So I am informing you about the end of the technical break. Let's go back to the agenda of the Extraordinary General Meeting. We've received the information, the collective suitability of the Supervisory Board has been conducted and with positive results. So the Supervisory Board in the complemented composition is already adopted. So now let's cast your votes on the next item. So we're casting votes on the adoption of the suitability of the new composition of the Supervisory Board of the bank. [Voting]

I understand that all the shareholders with the right to cast their vote, who wanted to cast their votes, did so. Please present me with the results of the voting that is now closed. Thank you very much. We had 194,700,725 votes. Votes for, 110,298,454; votes against, 65,393,004; abstentions, 19,009,316. So the resolution has been approved with 56% of the majority. Thank you very much. And we are moving on to the next point, adoption of the resolution on incurring the cost of convening and holding the Extraordinary General Meeting. Let me remind you that the meeting has been convened on the motion of the shareholder. And we propose the proposal that the bank should bear the costs. If you could please cast your votes now. [Voting]

Thank you very much. I can see that all the shareholders that have the right to vote have done so. So I'm closing the ballot, and please present the results. We had a total of 194,700,725. Votes for 138,481,834; votes against 56,049,425; and abstentions 169,466. So the resolution has been adopted with the required majority. And thus, we are coming to the closing of the Extraordinary General Meeting. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]