KGHM Polska Miedz S.A. (KGH) Earnings Call Transcript & Summary

Good morning, everyone. Please take your seats. My name is Andrzej Kisielewicz, and I will be the Chairman of the Extraordinary General Meeting of Shareholders of KGHM S.A. until we properly choose a Chairman. So let me welcome all the shareholders and representatives of the Supervisory Board: Mr. Przemyslaw Darowski, Boguslaw Szarek, Józef Czyczerski. Let me welcome the Management Board: Mr. Marcin Chludzinski, the President; Mr. Andrzej Kensbok; Mr. Adam Bugajczuk; and Dariusz Swiderski. And let me welcome the associates of the company who provide services for this meeting. The minutes will be taken by Mr. [ Radoslaw Stemtek ], a notary public. Now let's move on to item 1 of the agenda. Are there any candidates for the position of chairperson of the general meeting?

Andrzej Leganowicz, a shareholder authorized to attend to participate in this meeting, and I propose myself as a candidate, and I consent to being selected.

Are there any other candidates? I don't think there are. So one candidate has been submitted, Mr. Andrzej Leganowicz, a candidate for the chairperson of the general meeting. Now I will ask the representative of the company who provides technical services who will explain how to vote.

Okay. As you were registering, you received 3 tokens: red, orange and green. When the voting starts, the display screen on your token will tell you, Please Vote. And then you choose yes, no or abstention by choosing the right color. And then the display screen will confirm your choice.

Thank you very much. Let us proceed to voting on the selection of the chairman of the Extraordinary General Meeting of Shareholder. The candidate is Mr. Andrzej Leganowicz, and this is a secret ballot. [Voting]

Have all of you managed to take your vote? I take it as a yes. So the voting is closed, and let's see the results. Thank you. The total number of votes is 118,300 -- 118,315,018 votes. And all of those votes were in favor of the candidate. There were no votes against and no votes abstaining. So in the secret ballot, Mr. Andrzej Leganowicz has been voted the Chairman of this meeting. So I give the floor over to him. Thank you very much.

Thank you very much for the trust in me. First of all, let me sign the list of attendance. So the list of attendance signed by myself is available for you. If you want to look at the content of the document, you will be able to do that until the end of this AGM. Now by selecting the Chairperson, we have just completed item 2 of the agenda. Item 3 is confirmation of the legality of convening the EGM and its capacity to adopt resolutions. And let me tell you that -- let me confirm that this EGM has been convened in accordance with the Commercial Companies Code and the company's Articles of Association. The announcement was posted at www.kghm.com on the 9th of June 2021, and it has been posted there until today. Hence, it meets the requirements of Article 402 of the Code of Commercial Companies. Also on the 9th of June, the company submitted its current report containing the announcement, and that was Report 25 over 2021. And Report 26 also contained draft resolutions that will be voted today. That was the Report 26 over 2021, which is in keeping with public offering regulations related to public trading and public companies. Also on the 9th of June, the documentation discussed today has been announced on the website and it is there also today. And this meeting has been convened upon request of the state Treasury as the shareholder represented by the Minister of State Assets, and that's under clause 400.1 of the Code of Commercial Companies. The list of eligible attendants participants is also compliant with regulations. And in accordance with the Articles of Association of the company, the EGM can pass resolutions if at least 1/4 of the company capital is represented. And as of today -- as of now, we have 567 shareholders either present or represented. The total number of their shares is 118,315,019. The represented capital is 59.158%, which means that we have the majority that is capable of passing resolutions. Also, remote participation is not allowed today. The EGM regulations do not allow that. So everything that happens today will be done in person by the participants who are physically present here. I confirm that this EGM has been convened and is legal and is capable of adopting resolutions. Also, the resolutions of the company's general meetings are taken with ordinary majority of votes, which is in accordance with Article 26 of the Articles of Association, unless specified otherwise. So that's it, by the way of formalities. Let me also tell you that this meeting is being recorded and broadcast online, which is in keeping with our good practices of public-listed companies 2021. So that's it by way of item 3 of the agenda. Number 4 is acceptance of the agenda. So what else is on the agenda? It's adoption of resolutions and changes to the Supervisory Board of KGHM. And point 6 is the closure of the meeting. Are there any comments or suggestions regarding the agenda? If there are, please raise your hand and speak out. I can see no comments. So the draft resolution is as follows. So the agenda is hereby accepted. And then there are 6 items of the agenda, and clause 2 says that this resolution comes into force upon its adoption. Do you have any comments or questions about the content of the resolution? If not, then we have an open vote about this resolution. Please cast your votes right now. [Voting]

Have you all managed to vote? If yes, then the voting is now closed. Let's see the results. And here are the results. The total number of votes, 118,315,018 valid votes; in favor of the resolution, 117,927,573; votes against, 387,445. No abstention. So this resolution has been passed. Let's move on with the agenda to item 5, resolution about changes in the composition of the Supervisory Board, and you have received 2 proposals of resolutions. The first proposal is about dismissal, so dismissal of a member of the Supervisory Board. The general meeting dismisses Mr. -- Mrs., and here comes the name from the Supervisory Board, and this resolution comes into force upon its adoption. And the second set of proposals is resolutions about appointment. So the general meeting appoints Mr. or Mrs., and here comes the name to the Supervisory Board. And point 2 says resolution comes into force upon its adoption. First, let me ask you if you have any suggestions about dismissals from the Supervisory Board. I can see no proposals. So let me ask about appointments. Are there any proposals to the appointment we have? The state treasury representative.

Good morning, [ Hubert Zahorsky ]. I represent the State Treasury, and I'd like to propose 2 candidates for the Supervisory Board, Robert Kaleta, who will be an independent member of the Supervisory Board. He has submitted the necessary statements, and he consented to his appointment. Mr. Robert Kaleta is a graduate of law and administration at the University of Warsaw. He is currently the President of the Board of Energa-Operator Wykonawstwo Elektroenergetyczne in Slupsk. And he's the President of Universitatis Varsoviensis Foundation. He is experienced in management of companies in operational and financial aspects. And the other proposed candidate is [ Katarzyna Kruppa ], who has submitted her consent to her appointment. Katarzyna is a graduate of management at the University of Warsaw. Currently, she works in the Ministry of State Assets. She has many years of experience in state company supervisions. She's currently working in the department that supervises state-owned companies. She has over 2 decades of experience in supervision bodies supervising companies. And she has been on supervisory boards of a number of companies. The 2 candidates are not involved in any competitive operations and are not -- and do not have a criminal record.

Are there any other proposals for the composition of the Supervisory Board? If not, then I deemed there are no other proposals. Therefore, I would like to summarize to appoint 2 proposals, Robert Kaleta and [ Katarzyna Kruppa ]. Robert Kaleta additionally submitted a statement of being independent as provided for in the article of the companies. And that to the proxies of the shareholders, I would like to ask whether we should have a technical break to consult with the -- our entities that submitted the powers of attorney if there is a request and how long? Will 10 minutes will be enough for -- okay. So let's assume that 10 minutes is enough. It is 11:18. I would like to ask for a break, a recess. And we shall reconvene at 11:28. [Break]

Please take your seats. So this is a kind of request because we'll resume the meeting, the Extraordinary General Meeting. As I understand, are we ready to reconvene? Yes, we are. Therefore, hereby I reconvene the meeting of the Extraordinary General Meeting. We are at point 5. There are 2 candidates to the Supervisory Board, Mr. Robert Kaleta, and the second candidate, Ms. Katarzyna Kruppa. Both candidates submitted statements that they agree to be candidate, and Mr. Kaleta also submitted an additional statement on being independent. And now we have a series of 2 secret ballots on the appointment of -- so the first proposal is to appoint Mr. Kaleta as member of the Supervisory Board. And Section 1 of the general meeting says that the general meeting appoints Mr. Robert Kaleta to the composition of the Supervisory Board of KGHM. Section 2, this resolution comes into force upon its adoption. And Mr. Kaleta, I'll just remind you, submitted a statement that he is independent as provided for in the company articles. Hereby, I submit his candidate to the vote in secret voting -- in secret ballot. [Voting]

Have all people authorized cast their votes? If so, I close the voting. A total of 118,315,018 votes were cast, were valid; for the candidate, 71,140,497 votes; against, 31,626,679 votes; abstentions, 15,547,842. Therefore, I find that the resolution was passed for appointing Mr. Kaleta as member of the Supervisory Board. The second resolution is on the appointment of Mr. Kruppa. In Section 1 of the draft resolution, we read that the general meeting appoints Ms. Katarzyna Kruppa to the composition of the Supervisory Board. Section 2, the resolution comes into force upon its adoption. And please cast your votes in a secret voting. [Voting]

Have person authorized to cast their votes did cast their votes? If so, I close the voting. The total votes cast in the voting was 118,315,018 votes. For the resolution, 71,140,497; against, 31,626,679; and abstentions, 15,547,842 votes. Thereby, I declare the resolution was passed by the general meeting. To this point 2.5, would anyone want to add anything? Would anyone -- there are no voices. Point 6, there being no any other business and having concluded all the points, I hereby conclude and close the meeting of the KGHM S.A. I would like to thank you for the participation. Goodbye. [Statements in English on this transcript were spoken by an interpreter present on the live call.]