BNP Paribas Bank Polska S.A. (82MA.F) Earnings Call Transcript & Summary

[Interpreted] Good morning. It's 11:00, and we will start. Monika Kaczorek. I am the independent member of the Supervisory Board of BNP Paribas Bank Polska S.A. I would like to welcome you, shareholders, the representatives of the shareholders and all the invited guests at today's Extraordinary General Meeting of Shareholders of BNP Paribas Bank Polski S.A. I would like also to welcome all of us here in this room and also all our guests online, and we will conduct the business of today's meeting. We have Przemyslaw Gdanski, the CEO of the bank is with us; I. Dorota Gajek, the Counsel and then Andre [indiscernible], the notary. The subject matter of today's meeting. So I would like to inform you that in line with Article 359, Paragraph 1 of the Commercial Companies Code and Article 1 and 2 with Index 1 and Article 1 and 2 with Index 2 of the Commercial Companies Code, the Management Board of the company on the 30th of October 2025 convened the Extraordinary General Meeting of Shareholders of BNP Paribas Bank Polski through the announcement displayed on the company's website. The conduct -- the matter of this meeting is to adopt the resolutions that were published as draft resolutions together with the announcement of this meeting. And I would like to inform you that there is a transmission of the conduct of this meeting via Internet. And I would like to ask the representative of Unicomp company, the company that is handling the voting system for the short commentary about the voting system.

[Interpreted] Thank you very much, ladies and gentlemen. After signing the attendance list at the registration point, you received a tablet for your vote. And this tablet is logged in into the system. You have 2 keys. One is your data, the other one is the documents. And under this button, your data, you have the information about the representation, the number of the votes that you have at today's meeting and that you will vote with. The second button is the documents. And here, you can see the view, the documents that represent today's meeting and also you can look at them. As for the voting system at the moment of ordering the vote on your screen, you will see the title of the vote and on the tablet, you will see the decision keys. And at this moment, you choose the right decision. And after choosing this decision, move to the screen and there will be a summary of the decision that you have taken. And this is this moment that you can confirm your decision or if yes, so then you confirm with the button and then the vote is sent to the system. If I mistake, you chose the wrong decision. So then you may use the button return, and you will be moved to the first screen and then choose the decision. And then again, you move to the second screen and you confirm your decision. Of course, we have the secret and open voting and split voting, and we are at your service if there are any questions or if there might be any questions, please refer them to us. Thank you very much. I wish you fruitful meeting.

[Interpreted] Thank you very much to Unicom Company for the instructions on the vote. Are there any questions about this information? No? Now we move to the next point on the agenda. This is the election of the Chairperson of the meeting. Point 2 of the agenda, we have this procedure of electing the chairperson of the meeting. And now I order the election of the Chairperson of the meeting. So please put forward your candidates from among the shareholders and shareholders' representatives who have gathered in this room.

[Interpreted] On behalf of BNP Paribas, I would like to propose myself to chair today's meeting.

[Interpreted] Thank you for this candidate. Are there any other candidates? No, I can't see any other candidates. So I order the vote, secret vote on the proposed candidate to chair today's meeting. Please cast your votes. [Voting]

[Interpreted] Thank you very much for the result of the vote. So we have -- I received the result of the vote. So there were 130,075,080 valid votes from 130,075,280 shares, which represent 8.5% of the share capital. For Yes, 130,875,280. There were no votes against and there were no abstentions. Therefore, I would like to confirm that this resolution has been adopted unanimously. So the Chairperson is Iwona Gajek, and I will give the floor to Madam Iwona Dorota Gajek.

[Interpreted] Thank you very much for this appointment. And now we move to the further points of the agenda. I would like to confirm that this meeting was convened properly by the Management Board through the announcement and also the current report, and we have 130,075,280 shares which represents 88.5% of the share capital. So this meeting is capable of adopting binding resolutions. Then the next point is the acceptance of the agenda. I will read this agenda, opening of the meeting, election of the Chair of the meeting, confirmation that the meeting has been convened in a proper manner and it is capable of passing resolutions acceptance of the agenda of the meeting, passing regarding amendments of the Articles of BNP Paribas Bank Polska S.A., passing resolution adopting of the consolidated of the Articles of Association of BNP Paribas Bank Polska S.A., closing of the meeting. Are there any comments to such proposed agenda?

[Interpreted] I can't see any. So that is why I order the vote on the acceptance of the agenda. I close the vote. So that is why I order the vote on the acceptance of the agenda. [Voting]

I close the vote.

I would like to confirm that this resolution regarding the adoption of the agenda was adopted unanimously with all the votes for 130,075,280. We move to the next point, namely passing resolutions regarding amendments of the Articles of Association of BNP Paribas Bank Polska S.A. So both resolutions were published regarding the amendments to the articles. So the first resolution refers to the point to the own funds of the bank. This is paragraph #28 of the articles. The second change refers to 33, namely, this is the internal regulations of the bank. And both changes were approved by the Financial Supervisory Commission. I would like to read resolution #3. Resolution #3, amendments of the Articles Association of BNP Paribas Bank Polska S.A. Paragraph 1, the General Meeting pursuant to Article 15 Paragraph 1 of the Code of Commercial Companies and partnership [indiscernible] of BNP Paribas Point number one, the existing Paragraph 20 shall read as follows: the bank's own funds in a prudential sense are the sum of common equity Tier 1 capital, additional Tier 1 capital and Tier 2 capital. The bank's own funds in an accounting sense include share capital paid up and registered, reserve capital, revaluation capital, AT1 capital bonds, general risk fund for risk of banking operations, valuation adjustment fund, undistributed profits from previous years, profit in the process approval and net profit of the current reporting period, calculated in accordance with applicable accounting standards, specific funds, if established. The existing Paragraph 33 showed as follows: the internal regulations of the Bank are issued in the following forms: in the form of resolutions, members of the Management Board in the form of circular letters or other internal legal acts, and persons holding positions specified in the methodology of internal legislation, in the form of circular letters or other internal legal acts. The detailed principles and method of issuing internal regulations within the Bank and also scope and types of such regulations, are defined in the internal legislative methodology resolution of the Management Board of the Bank and Paragraph 2, the resolution shall come into force on the day it has been passed. So now I order the vote on this proposed resolution since there are no comments to it. [Voting]

[Interpreted] I close the vote.

[Interpreted] I would like to confirm that this resolution was adopted unanimously with 130,075,280 votes for making change Paragraph 2 and Paragraph 3. So we move to the next resolution, resolution #4. I will read this draft of this resolution. This is on amendments of the Articles of Association of BNP Paribas Bank Polska S.A regarding increasing the number of terms of office of a member of the Supervisory Board. Acting pursuant to Article 13.1 of the Commercial part of the company, the general meeting amend the Articles of Association of BNP Paribas Bank Polska Spólka Akcyjna. The existing shall have the following member of the Supervisory Board be appointed -- reappointed to the Supervisory Board but for no more than three successive terms of office and not earlier than a year before the end of the current term. The resolution shall come into force on the day of its past the permission of the Polish Financial [indiscernible] Association of the bank has been obtained. Are there any comments to this resolution? So now we move to the vote. I order the vote on this draft resolution. [Voting]

[Interpreted] I close the vote.

[Interpreted] I would like to confirm that this resolution has been adopted for making these changes. In Paragraph 16, there were 121,097,169 votes, which represents 92.75% of the share capital. Abstentions 0; abstentions 9,477,511; and no votes against. Now Resolution #5 on adopting of the Articles of Association of BNP Paribas Polska Spólka Akcyjna. I will not read the full draft of the Articles of Association. It incorporates all the changes that were passed by resolution. So this is resolution #5 on adopting consolidated of the Articles of Association of BNP Paribas Bank Polska Spólka Akcyjna. So I will not be reading the entire content of the articles because it was published. So I just propose to vote on the consolidated text of the articles. [Voting]

[Interpreted] I close the vote.

[Interpreted] I would like to confirm that this resolution has been adopted for 126,520,280, which represents 88.5% of the share capital; and abstentions 4,355,000; no votes against. So we exhausted our agenda for today. Thank you very much, and I declare this meeting closed. I also would like to say thank you, and please be invited to some refreshments, coffee and some suites. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]