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

[Interpreted] Good morning, Lucyna Stanczak-Wuczynska, I am the Chairwoman of the Supervisory Board of BNP Paribas Bank, and I would like to welcome the shareholders of the bank and also the proxies of the shareholders and the invited guests to this Extraordinary General Meeting of BNP Paribas Bank Polska S.A.. Also the persons present in person and also the persons attending this meeting remotely. I would like to inform you that in the note of Article 1 and 2 of the Commercial Companies Code, the management board of the company convened the extraordinary general meeting of BNP Paribas Bank Polska S.A. and subject matter of today's meeting is the adoption of the resolutions that are presented in the report that is published on the company's website, together with the notice of calling this meeting. I would like also to inform you that the company provides also the transmission of the conduct of today's meeting in real time through Internet network. And I would like to ask the representative of the UNICOMP Company, WZA, for the show instructions on the technique -- on the voting technique on our resolutions of today's meeting. So you received the tablet and under the label of your data, you can know who you represent and how many shares you hold. The second button is the documents, and then you will have all the documents that are necessary for today's meeting. So when the vote is announced, you will see the title of the vote on the tablets and free decision keys. So you choose one of the decisions: yes, no or abstention. And if you can make a choice of these 3 decisions, then you are transferred to the next window and then you can see the next -- the decision that you have taken and then you can confirm it. If you think that this -- that you've made a wrong decision, so then you can come back to the first screen, and then choose the right decision and then go to the next screen and then confirm your decision. But once you press the confirm but there is no way of reversing the decision. So if you have any questions, of course, we assure service here in the meeting room. Thank you very much for these explanations from UNICOMP Company. Are there any questions regarding the vote? So I would like now to move to the second point on the agenda. It is the election of the chairperson on the meeting. And so I would like you to put forward the candidates for the chairperson of the meeting from the shareholders and also the shareholders' proxies.

Good morning, [Ivana Gayak] on behalf of BNP Paribas, I would like to propose myself to chair today's meeting.

If there are no other candidates, so thank you very much for this submission, and I would like to announce the secret vote on [Ivana Gayak] to be the Chairwoman for today's meeting. So could you please proceed with your vote now. [Voting]

So the result is on the screen, 136,860,668, the total amount of votes, which represent 92.78% of the share capital and all the votes were for yes for the chairwoman. So the total number of votes were 136,860,668. There were no votes against. There were no abstentions. So today, [Ivana Gayak] was appointed to chairwoman for today's meeting. And I would like to give the floor now to our Chairwoman.

So thank you very much for being appointed. I will lead today's meeting, and I would like to confirm that the meeting was properly convened through announcement on the company's website and also in the current report of the company, I'm signing the attendance list. Also I would like to inform you that we have the shareholders also in the meeting who are participating in the meeting remotely. So now we move to point #4 on our agenda, namely the acceptance of the agenda of the meeting. So the proposed agenda was published in the form of the announcement and also in the current report. If you don't have any comments on the agenda, I propose to proceed with the vote immediately on the agenda without actually reading the agenda. I can't see any objections. So I order the vote on the acceptance of the agenda of the extraordinary meeting in the form that was published in the current report of the company. The vote is on. [Voting]

So in the open vote for the resolution, there were 136,860,668 votes, and all the votes were for yes. So the resolution was adopted unanimously with all the votes for yes. We move to the next point. This is the passing a resolution, the approval of individual suitability assessment of the candidate for a member of the Supervisory Board and on the changes in the composition of Supervisory Board of BNP Paribas Bank Polska S.A. As you could see from the content of the document, it is published, Stefaan Decraene actually resigned as of the 31st of December last year. So then we have the new candidate. The BNP Paribas proposed a new candidate for the member of Supervisory Board Gregory Raison. Gregory studied in Brussels and then in the year 1996, 1997, he worked in the financing Banque Generale du Luxembourg. From 2002, he joined the Fortis group in Brussels as the Project Leader of the cross-border rebilling project in the Finance Area and then the Head of the Management Accounting and Reporting Policies. In the years 2005-2011, he continued his work for the Fortis Bank in Fortis Bank Turkey as Deputy CFO for the integration of Fortis Bank Turkey. Starting 2011, he continued his professional career in the Finance Area of the International Retail Banking of BNP Paribas as Head of Capital Management. And in the years, 2015 to 2019, he was the CFO of UKRSIBBANK in Kiev, from April 2019 he holds the position of CFO of the IRB Area. We assess the suitability assessment. And the bank concluded that the Gregory Raison fulfilled the suitability criteria and also the regulations in the banking allow to perform the function of the member of the Supervisory Board. So the report you can find in your job documents. So are there any other candidates for the member of the Supervisory Board. I can't see any. So I propose to move to the vote on the proposed candidate, Mr. Gregory Raison and I will read a resolution of the extraordinary -- this is of the Extraordinary General Meeting of Shareholders and the approval of individual suitability assessment of the candidate for a member of the Supervisory Board and on the changes in the composition of the Supervisory Board of BNP Paribas Bank Polska S.A. Acting pursuant to paragraph 12 para. 2 item 10) of the Articles of Association of BNP Paribas Bank Polska Spolka Akcyjna, in conjunction with item 5.1 subitem 1.1) of the Policy on the Assessment of Suitability of the Members of the Supervisory Board, the Members of the Management Board and the Key Function Holders at BNP Paribas Bank Polska S.A., and paragraph 12 para. 2 item 2 and paragraph 5, para. 1 of the Articles of Association of BNP Paribas Bank Polska Spolka Akcyjna, the Extraordinary General Meeting hereby resolves as follows: The positive assessment of the candidate for a Member of the Supervisory Board, Mr Gregory Raison, performed by the Nomination Committee, is hereby approved. Mr Gregory Raison is hereby appointed Member of the Supervisory Board of BNP Paribas Bank Polska S.A. Paragraph 3, The Resolution shall come into force on the date of its passing. That is why I order the vote on such proposed resolution #3 of the Extraordinary General Meeting of Shareholders. So the result is on the screen. So under the secret vote, there were all the votes for yes, 136,860,668 votes for yes. So the resolution has been adopted unanimously on the appointment. The next item, this is the passing resolution on approval of collective suitability assessment of the Supervisory Board of BNP Paribas Bank Polska S.A. in connection with the change in the composition of the Supervisory Board. You have this document in your materials. So are there any comments on the shareholders regarding the document presented on suitability. So I order the vote, and I will read the resolution. Resolution of the Extraordinary General Meeting of shareholders dated 17 of January 2023 on approval of collective suitability assessment of the Supervisory Board of BNP Paribas Bank Polska S.A. in connection with the change in the composition of the Supervisory Board. The Extraordinary General Meeting of BNP Paribas Bank Polska S.A., acting pursuant to paragraph 12 para. 2 item 8) of the Articles of Association of BNP Paribas Bank Polska S.A, in connection with item 2.3 of the Policy on the Assessment of Suitability of the Members of the Supervisory Board of BNP Paribas Bank Polska S.A., hereby resolves as follows. The Extraordinary General Meeting of BNP Paribas Bank Polska S.A. approves the positive collective suitability assessment of the Supervisory Board of BNP Paribas Bank Polska S.A. conducted by the Nomination Committee, in connection with the change in the composition of the Supervisory Board. The Resolution shall come into force on the date of its passing. So I order the vote on this. [Voting]