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

Ladies and gentlemen, it's 11 a.m. So kind request to the people who stay outside of the room that we are about to come back from the recess and we are about to reconvene. Welcome, ladies and gentlemen. My name is Andrzej Leganowicz. I'm the Chairman of the Ordinary General Meeting of KGHM Polska Miedz S.A. called on the stated 7 June 2024. And on the date of 7 June 2024, the General Meeting adopted a resolution about the recess until the 5th of July 2024 until 11, and we have the 5th of July 2024. So here, I hereby reconvene the Ordinary General Meeting of KGHM Polska Miedz S.A. I would like to have the list of attendance first. And I hereby inform you that the signs -- letter -- list of attendance signed by the Chairman of our Ordinary General Meeting has been presented to the shareholders. So if you feel like you want to look at the list, you can do so up until our -- the end of our meeting. Ladies and gentlemen, the Ordinary General Meeting has been appointed in a correct way. All the formalities related to correct appointments and course of the AGM has been conducted by the company with due diligence with proper dates. And the announcement has been published on the 10th of May 2024, both on the company's website, and it was sent as a Report 2024. There's 24/2024 and Report 25/2024. That included all the resolution drafts and the documentation presented to the AGM related to the Treasury of State about the changes in the Supervisory Board of the company that has been included by the company. The matter has been issued in the agenda under the #15 and the number of entitled persons has been drafted in a correct way. And in accordance with the Article 406, Index 3, Section 4; and Article 407, Section 1. According to the Article 25.1, the Ordinary General Meeting may appoint resolutions if 1/4 of the share capital is represented. The current attendance list is as follows: there are in-person or represented by their proxies, 646 shareholders. The number of shares that they dispose of is 138,009,549. The shares can use the same amount of votes. And the represented capital -- share capital here is 69.05%. So I hereby announce that the -- we have the quorum to adopt resolutions. And the meeting is taking place without the use of online remote means. No voting by letter is possible. and I hereby approve that the Ordinary General Meeting is appointed legally and created legally. Representatives of media are present in the room. Kind request to present yourself. [indiscernible] Tomasz Józwiak, KGHM TV. As any shareholder present any comments or regards in terms of the presence of media. Here on the AGM, no remarks. No complaints. So I hereby inform you that the course of today's event is being transmitted online, and the recording of the AGM is going to be published on the website of the company, which is -- which follows the rules of the good practice of companies that are on the stock exchange 2021. In the first part of our meeting, we have concluded points between 10 and 11. Right now, we have Point 12. So approval of the performance of duties of particular Board members from the performance of their duties for the year 2021 as a form of introduction, I would like to inform everyone that on the 17th of June 2024, the Supervisory Board has appointed a resolution, in which they submit a proposal not to approve the performance of duties of the following members: Mr. Miroslaw Kidon, Marek Pietrzak, Marek Swider, Mateusz Wodejko Tomasz Zdzikot. The company has informed about appointing such resolution in the current report number 31/2024 conveyed to the ESP system. So right now, we have a number of voting, secret ballots on every resolution related to granting the -- or approving the performance of duties of a particular board members. So it's a secret ballot. So I inform you that there is an exclusion based on the Article 313 so none of the board members or as by proxy, they cannot vote on approving their performance of duties if such situation would happen, can request for the technical staff to exclude such person from the voting process. [indiscernible], power of attorney of the state -- Treasury of State, I would like to appoint the formal motion on not granting the approval of performance of duties for Board members for 2023. The motion refers to Tomasz Zdzikot, Miroslaw Kidon, Marek Pietrzak, Marek Swider and Mateusz Wodejko. And here, I would read the draft of the resolution presenters to the General Meeting. So the meeting resolution approval of the performance of duties based on Article 395.2.3 of the Commercial Partnerships and Companies Codes of the Ordinary General Meeting points as follows: Program 1, the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby does not approve the performance of duties for 2023 of name and surname from the performance of duties in 2023. And Section 2, the resolution comes into force upon its adoption. Justification in accordance with Article 395.2.3 on the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a companies bodies following the -- pursuant to Paragraph 29 Section 2.4 of the [ Companies Status ], the Supervisory Board should not perform that. It will pertains to their performance in 2023 and the Supervisory Board of KGHM Polska Miedz S.A. working on the pursuant to -- Section 20, Section 2.4 of the Supervisory Board of KGHM Polska Miedz S.A. has suggested not to approve the performance of duties of a given person. The drafts of resolutions with particular names and surnames of the former Board members, I'd like to present them to the Chairman of today's Ordinary General Meeting. I hereby inform you that the attendance list has changed, the number of present shareholders is 667. The number of shares represented 139,243,304. The same number of votes present on the Ordinary General Meeting, represented capital 69.622%. The quorum is still, of course, kept. So ladies and gentlemen, given the draft of resolutions not giving the Board members of the performance -- approval of the performance of duties for 2023. Are there any other formal motions? No. The procedure I would like to propose is as follows: and first, I would like to report the vote on approval of the performance of duties for particular Board members, that would be following the regulation included in the Commercial Partnership and Company's Codes in accordance with Article 395.2.3. So that specifies that the Ordinary General Meeting should approve the performance of duties of members of the company's bodies. So we prepared the positive resolutions, let's say, on approval. However, if the AGM does not adopt the resolution in the manner of proposed by the Board. So if the resolution is not adopted, then I will start vote on not approving the performance of duties for a given person in accordance with the wording proposed by the Treasury of State. If the approval is granted, the negative approval is not going to be read out. Is that clear? So first, we're voting on approval of the performance of duties. [indiscernible]. Before the vote, I would like to ask for 10 minutes of technical break. And before that, to give the names for not approving the performance of duties. Yes, all members of Boards for 2023. So Miroslaw Kidon, Marek Pietrzak, then Mr. Marek Swider, then Mr. Mateusz Wodejko and Mr.Tomasz Zdzikot. Is that clear? So as I understand, the 10 minutes is a break that would be enough to establish the manner of voting for all these persons. Okay. So I hereby announce 10 minutes of break. It's 11:13. We meet again at 11.23, no later than 11:25. I hereby ask to follow the time regime. [Break]

Ladies and gentlemen, a kind request to take your seats because we are about to reconvene our AGM. So I hereby reconvene the Ordinary General Meeting of KGHM Polska Miedz S.A. First, I would like to propose listening of the short instruction as of the mode of voting. And then I would like to propose implementing the vote -- the testing vote, in which all the people using their IDs and terminals. And would be asked to use every chip and cast any ballots possible. So right now, let's hear the instructions.

Welcome. Let me just remind you the manner of voting. During the registration, you got the 3 tags, votes for, vote against and abstaining. And when the vote started, you wait up until the blue screen happens on the display. And then you need to put the tag next to the NFC reader. Once the tag is read, the display will show that the vote has been cast. With the open ballot, you will see your decision. With secret ballot, you will just see that the vote has been cast. So let's have a test voting to check whether your tags are working. If you have blue screens already on your display, please put the tag you want, the tag you would select to the reader, NFC reader. [Voting]

As far as I understand, everyone managed to cast their vote in the testing vote, I close the vote. Can we see the summary? Oh, there is no summary, all right. So we confirm the correct functioning of the voting system then. Ladies and gentlemen, let's move on to the round of secret ballots by presenting the resolution. I'll just refer to the articulated part of that resolution. The first resolution is going to regard approval of the performance of duties of the member of KGHM Polska Miedz S.A. of the Board member, Mr. Miroslaw Kidon for 2023. Section 1, the Ordinary General Meeting of KGHM Polska Miedz S.A. resolves the following: hereby approves the performance of duties for 2023 of Miroslaw Kidon, a member of the Management Board of KGHM Polska Miedz S.A. for the performance of their duties. Section 2, the resolution comes into force upon its adoption. I open the vote, secret vote. [Voting]

If we can close -- I close the vote officially. Results are as follows: in general, 139,243,303 votes were cast -- valid votes -- all the votes were valid. And then those 458,442,845 votes against 65,430,823 and abstaining 15,369,635. I hereby point that the resolution has not been adopted by the Ordinary General Meeting. So I'm starting -- so now I'm reporting the new resolution in the first section, the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby does not approve the performance of duties for 2023 of Miroslaw Kidon, a member of the Management Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption, can request to cast your votes now. [Voting]

I close the vote -- in total, 139,173,852 votes -- valid votes were cast. Votes for 65,177,651, votes against 24 and abstaining 73,996,177. I hereby adopt that the resolution was adopted. And now the approval of the performance of duty of Marek Pietrzak for 2023. The Ordinary General Meeting of KGHM Polska Miedz S.A. hereby approves the performance of duties for 2023 of Marek Pietrzak, a member of the Management Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption. And now let's cast a vote, secret ballot. [Voting]

I close the voting and now results. Number of shares on which valid votes were cast, 139,243,303, for 58,442,821, against, 65,430,847 votes, abstaining 15,369,635 votes. So the resolution hasn't been adopted. And now the not approving the performance of duties of Marek Pietrzak for 2023. Section 1, the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby not approves the performance of duties for 2023 of Marek Pietrzak, a member of the Management Board of KGHM Polska Miedz S.A.. Section 2, this resolution comes into force upon its adoption. Please vote. [Voting]

I hereby close the voting. Number of shares on which valid votes were cast, 65,177,675 for, against 0, abstaining, 74,018,128. So in total, 139,195,803 votes, so the resolution has been adopted. And now the approval of the performance of duties of Marek Swider. The Ordinary General Meeting of KGHM Polska Miedz S.A. hereby approves the performance of duties for 2023 of Marek Swider, a member of the Management Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption. Please let's vote, secret ballot. [Voting]

So hereby, I am closing the voting. Number of shares for 58,442,821, against 65,430,847, abstaining 50,369,635 votes. So the resolution has not been adopted. Another proposal of the resolution to be voted is the approval of the -- not approval of the performance of Marek Swider. So Section 1, the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby not approves the performance of duties for 2023 of Marek Swider, a member of the Management Board of KGHM Polska Miedz S.A. Section #2, this resolution comes into force upon its adoption, please vote, secret ballot, again. [Voting]

Hereby closing the voting. Number of votes for 65,177,674, against 1 vote, abstaining 74,018,128. So that resolution has been adopted. Another proposal is about approving the performance of duties for Mateusz Wodejko. In the Section 1, we can read the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby approves the performance of duties for 2023 of Mateusz Wodejko, a member of the Management Board of KGHM Polska Miedz S.A. Section # 2, this resolution comes into force upon its adoption. So please vote now. [Voting]

So hereby I close the voting. Votes for this resolution, 58,442,822, against 65,430,846, abstaining 15,369,635. So the resolution has not been adopted. And now not approving the performance of duties of Mateusz Wodejko for 2023. Section 1, the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby not approves the performance of duties for 2023 of Mateusz Wodejko, a member of the Management Board of KGHM Polska Miedz S.A. Section #2, this resolution comes into force upon its adoption. So let's vote. [Voting]

So I hereby close the voting. Valid votes for this resolution, 65,177,673; votes against 2; abstaining votes 74,018,128. So I hereby say that this resolution has been approved. And the last person in the cycle of voting is Mr. Tomasz Zdzikot. So I hereby ask you to vote for approval of the performance of duties of Tomasz Zdzikot for 2023. In the Section 1, we can read as follows: the Ordinary General Meeting of KGHM Polska Miedz S.A. approves the performance of duties for 2023 of Tomasz Zdzikot, a member of Management Board of KGHM Polska Miedz S.A.. Section 2, the resolution comes into force upon its adoption. Please vote. [Voting]

Have you all been able to vote? If yes, I'm closing the voting. Valid votes for adopting this resolution, 58,442,822. Valid votes against, 65,430,822. Votes abstaining 15,369,658. So I hereby say that this resolution has not been adopted. And now please let's vote for not approving of the performance of duties of Mr. Tomasz Zdzikot. So the resolution is as follows: the Ordinary General Meeting of KGHM Polska Miedz S.A. hereby not approves the performance of duties for 2023 of Tomasz Zdzikot, a member of the Management Board of KGHM Polska Miedz S.A. The Section #2 of this resolution comes into force upon its adoption. Please let's vote. [Voting]