Modivo S.A. (MDV) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome. As the President of the Supervisory Board, I have the pleasure of opening -- open the Ordinary General Meeting for Shareholders of the CCC S.A. company at 15th of June 2022. Moving on to point number 2. [Audio Gap] Does anyone else have any other candidates? Does anyone else have any candidates to appoint? No other candidates were appointed, I hereby agree to the election. Ladies and gentlemen, let me explain the registering system for the -- I would like to ask you to press the button and check whether the amounts -- when you press the button, there will be a title of the vote and 3 buttons. After you press the confirmation button there is no possibility of changing the decision of your vote. Let me just mention that the system provides a full confidentiality or openness of the process, depending on the type of the ballots and the information will be displayed on the screen. Let me just inform you that there are 4 users of the platform online that were informed on the procedure of voting, and they are ready to start the vote as well. Can I help you in any way? Can I assist you in any way? If not, thank you very much. And if there are any doubts or problems, I'm here for you. Thank you very much. Ladies and gentlemen, you were informed on the rules of voting. So I would like to open a secret ballot on #1 -- resolution #1 on concerning the election of Mr. Bogdan Dzudzewicz, the Chairman of the Ordinary General Meeting. [Voting]

I close the vote -- just a minute. Apologies. Can we proceed? Okay. Close the vote. Please display the results. Votes for 34,423,286 votes, against 0, abstained 0. Thank you very much. So I'd like to welcome the Chairman of the OGM, and I give the floor to the Chairman.

Ladies and gentlemen, welcome Bogdan Dzudzewicz, thank you for giving me the trust. And I hope we can move on to implementation of the following -- of the agenda. Please present the list of shareholders present in the room and voting online.

Ladies and gentlemen, I hereby state that the OGM has been appointed in a correct way using both online website and the current report #8. Therefore, we are confident to continue our convening and capable to adopt resolutions. So I would like to move on to the point number 4, adoption of the agenda of the OGM. Does anyone have any comments on that? If not -- is the system ready? Okay. So I'm opening the votes, please start voting now. [Voting]

Okay. I'm closing the vote. There were 34,423,286 votes. So I hereby consider the resolution is adopted. Let's move on to another point. Point number 5, presentation by the management Board of the unconsolidated financial statements of CCC S.A. for the financial year beginning on the first February 2021 ending on the 31st January 2022. These statements were published on the website. So the question is whether the Chairman would like to take the floor in this respect? Now are there any questions from the room? Would you like to comment on that in any way? If not, you were given the draft of the resolution. So there are no comments or suggestions for amending the resolution. I suggest we start the vote. So I'm opening the vote on resolution #4 on the approval of the consolidated financial statement of CCC S.A. Capital Group. [Voting]

Resolution #3, correction from the speaker. Thank you very much. I'm closing the vote. Ladies and gentlemen, 34,423,286 those were for, no votes against, no abstained -- votes abstained. So the resolution is considered as adopted. Now there is a report on the activities of the Supervisory Board that -- apologies. Now the consolidated financial statements, right? This is the resolution #4. So you were given the resolution #4, question. Does anyone have any comments on the resolution draft? If not, I understand that we are ready to open the vote. So I hereby opening the vote on the approval -- resolution #4 on the approval of the consolidated financial statements of CCC S.A. Capital Group. [Voting]

I'm closing the vote. There was 34,423,286 votes for, no votes against, no abstained votes. That's why I hereby consider the resolution #4 as adopted. Therefore, we can move on to another point of the agenda, point number 9, consideration and approval of the proposal of the Management Board concerning the distribution of profit for the financial year beginning on first February 2021 and ended 31st January 2022. Does anyone has -- have any comments, any suggestions pertaining to distribution of profit for the financial year? If not, let's move on to voting. [Voting]

Are we ready? [Technical Difficulty] Okay. So we're announcing 3 minutes of break due to some technical difficulties on side of one of the shareholders. Due to some technical problems. So I announce 3 minutes of break on behalf of one of the shareholders. [Break]

Ladies and gentlemen, according to the information I just received from the technical crew, one of our shareholders has some technical problems with the quality of sound but still can vote. So since our agenda is quite broad today, I suggest we continue. Hopefully, the shareholder will be able to join us in full and hear us fully and participate actively not only through voting. So if you allow me, I would like us to continue. So we're coming back to resolution #4 -- 5, on the distribution of profit for the financial year commencing of February 1, 2021. And the General Meeting results to allocate the net profit earned in the financial year commencing in the amount of PLN 442 million to in its entirety to the company's reserve capital. If there are no comments about the resolution I'm opening the vote. [Voting]

I'm closing the vote. Ladies and gentlemen, vote for the resolution of 43,471,000 (sic) [ 34,371,781 ], against 551,051 (sic) [ 51,505 ] votes, no abstained. So the resolution is considered as adopted. Now let's move on to a block of resolutions on the granting discharge on of the fulfillment of duties for the Management Board Members and the Supervisory Board Members. These will be secrets ballots. So please change the system settings. And then going through the resolutions they are of the same content first. We are going to vote on granting the discharge of the fulfillment of duties to the President and President of the Management Board, Mr. Marcin Czyczerski, given the period from the first February 2021 to 31 January 2022. If there are any comments -- if there are no comments, I'm opening the vote. [Voting]

Please let me know once we're ready. Ladies and gentlemen, 34,407,582 votes for, no negative votes -- no votes against, 15,704 votes abstained. Congratulations, Mr. Chairman. Now we're moving on to resolution #4 -- 7 on granting a discharge to the Vice President of the Management Board; Mr. Mariusz Gnych. I'm opening the vote. [Voting]

I'm closing the vote. Ladies and gentlemen, 34,237,583 votes for, 15,704 votes abstained. Therefore, the resolution is adopted. Congratulations, Mr. Vice President. The next person, Vice President of the Management Board, Mr. Karol Poltorak, resolution #8. Are we ready to start the vote? I'm opening the vote now. [Voting]

I'm closing the votes. 34,406,281 votes were for, 17,004 votes abstained. The resolution is adopted. So thank you very much. Next person, Vice President of the Management Board, Adam Holewa, resolution #9. I'm opening the vote. [Voting]

I'm closing the vote. Similarly, 34,407,581 votes for, 15,704 votes abstained. Therefore, the resolution is adopted. Congratulations. Now let's move on to resolution #10 for the Vice Presidents -- for granting discharge to the Vice President of the Management Board, Igor Matus. I'm opening the vote. [Voting]

I'm closing the vote. 34,407,581 votes for, 15,704 votes abstained. Therefore, resolution is adopted. Thank you very much. Moving on. Resolution #11, granting a discharge for Mr. Kryspin Derejczyk. I'm opening the vote. [Voting]

I'm closing the vote. 34,407,581 votes for, then 15,704 votes abstained. The resolution is adopted. Thank you very much. And last of the Management Board, Vice President, Adam Marciniak. I'm opening the vote. [Voting]

I'm closing the vote. 34,407,581 votes for, 15,704 votes abstained. Therefore, Vice President, Adam Marciniak, has been granted discharge as well. That's why we -- that's how we closed the votes on the management Board members. Let's move on to the votes on the members of Supervisory Board. First person that we're going to vote is the Chairman of the Supervisory Board, Mr. Dariusz Milek, I'm opening the vote now. [Voting]

Thank you very much. I'm closing the vote. 34,150,253 votes for, against 257,328, 15,704 votes abstained. So the resolution is adopted. Let's move on to another vote. On granting discharge for Mr. Wieslaw Oles. Yes, Vice Chairman of the Supervisory Board, Mr. Wieslaw Oles. We're ready. I'm opening the vote. [Voting]

I'm closing the vote. There were 34,150,253 votes for, against 257,328 and against -- abstained -- 15,074 votes abstained. That's why the resolution is adopted. Now resolution #15, on granting discharge to Mr. Waldemar Jurkiewicz, Member of the Supervisory Board, I'm opening the vote. [Voting]

I'm closing the vote. 34,150,253 votes for, 257,328 votes against and 15,704 votes abstained. Therefore, the resolution is adopted. Moving on, resolution #16, granting discharge to Mr. Zofia Dzik. Also present here today, welcome. There is one more. Apologies. Resolution #16 is on granting discharge to Supervisory Board member, Mr. Filip Gorczyca. So I'm opening the vote on granting discharge to Mr. Filip Gorczyca. I'm opening the vote. [Voting]

I'm closing the vote. 34,150,253 votes for, votes against 257,328 and votes abstain to 15,704. The resolution was adopted. Now, we're starting -- opening the vote on the Supervisory Board member, Ms. Zofia Dzik. I'm opening the vote. [Voting]

I'm closing the vote. 34,150,253 votes for, 257,328 votes against, 15,704 votes abstained. The resolution is adopted. Moving on resolution 18, Mr. Henry McGovern, who is a member of the Board, almost half a year. So if we're ready, I'm opening the vote on granting discharge to Mr. Henry McGovern. [Voting]

I'm closing the vote. 34,148,953 votes for, 257,328 votes against and 17,004 votes abstained. The resolution was adopted. Congratulations on all the members of the Management Board and Supervisory Board. We have closed the series of resolutions on this. So we're moving on to point number 12, adoption of a resolution on giving an opinion on the report on the remuneration of the members and the Company Management Board and Supervisory Board for the period of first of February 2021 to 31st of January 2022. You have read the report, if anyone wants to take the floor, please do. If not, we can start voting on the resolution #19. So I'm opening the vote. [Voting]

I'm closing the vote. Votes for 31,294,110, votes against 1,129,175 and 2 million votes abstained. Therefore, the resolution was adopted. Now we're moving on to the block of resolutions concerning the determination of the new Supervisory Board. Right now, resolution 20 on the determination of the number of members of the Supervisory Board for the next term of office. In terms of the number of candidates, we have 5 of those and we will vote on each of them unless there are any other suggestions for the Board -- Supervisory Board members. I don't see any. So let's move on and let's vote on resolution #20 on determining the number of members to be 5 in the next ninth term of office. I'm opening the vote now. [Voting]

I'm closing the vote. 34,423,285 votes submitted for, no votes against or abstained. So the resolution was adopted unanimously. Now we're moving on to voting on the members the Supervisory Board. So we have 5 people appointed Ms. Zofia Dzik appointed by Aviva OFE presented in the report number 12, Mr. Filip Gorczyca appointed by Nationale-Nederlanden, which was informed in the next current report, number 13, then we have Mr. Dariusz Milek, Wieslaw Oles and Mariusz Gnych that were included in the report number 14 that were appointed by ULTRO from Luxembourg. Are there any other candidates to be appointed? Any online appointments? If not, so there are 5 candidates and 5 places in the Board. So I would suggest writing in the order I read. The content of the resolution is identical. So let's start with Ms. Zofia Dzik. Are we ready? Yes, we are. I'm opening the vote. [Voting]

I'm closing the vote. 33,145,780 votes for, 1,277,505 votes against. The resolution was adopted. Secondly, let's vote on Mr. Filip Gorczyca. We're ready. So I'm opening the vote now. [Voting]

I'm closing the vote. 33,053,747 votes for, 1,369,538 votes against. The resolution is therefore adopted. Congratulations. Next vote is on selecting Mr. Dariusz Milek, the current Chairman of the Supervisory Board. So I'm opening the vote now. [Voting]

I'm closing the vote. Votes for 31,053,747, votes, against 1,369,538 and 2 million votes abstained. Therefore, the resolution is adopted. Congratulations. Next, let's vote on Mr. Wieslaw Oles. I'm opening the vote. [Voting]

I'm closing the vote. Votes for 31,053,747, votes against 1,369,538 and 2 million votes abstained. So Mr. Oles has been selected to the next term of office of the Supervisory Board. And the last candidate Mr. Mariusz Gnych. We are ready. Let's open the vote now. [Voting]

I'm closing the vote. Votes for 31,053,747, votes, against 1,369,538 and then 2 million votes abstained. Therefore, the resolution was adopted. Congratulations to all of the Supervisory Board members. Now we'll move on to the next point of our agenda, adoption of a resolution on the election of the Chairman of the Supervisory Board. Would you like to suggest any candidate? Would you like to accept the candidates? Would we like to accept the position? Yes. Are there any other candidates? I don't see any. Therefore, let's move on to resolution on selecting that Mr. Dariusz Milek to the Chairman of the Supervisory Board, we are ready to vote. It's still a secret ballot. I'm opening the vote now. [Voting]

I'm closing the vote. Votes for 31,053,747, votes against 1,369,538, votes abstained 2 million. Therefore, the resolution was adopted. Congratulations, Mr. Chairman. Moving on to point 16 of the agenda, adoption of resolution on adopting changes to the remuneration policy for members of the Management Board and members of the Supervisory Board of CCC S.A. You had the chance of familiarizing yourself with the resolution draft and the justification. Would you like to comment on that? If not, I suggest we vote. I'm opening the vote now. This is an open vote. [Voting]

I'm closing the vote. Votes for 24,279,759, against 10,143,526 and no votes abstained. Therefore, the resolution was adopted. Now we're moving on to the next point of the agenda, adoption of a resolution on the principles of remunerating the members of the Supervisory Board appointed for the next ninth terms, you had the chance to familiarize yourself with the draft of the resolution. Are there any comments here?

I don't see any.

Thank you very much. Then we are starting the vote. It's an open ballots. So please cast your votes. [Voting]

I'm closing the vote. Votes for 34,411,095, votes against 12,190, no abstained votes. So the resolution was adopted. Ladies and gentlemen, this brings us to the end of the agenda for today. And I'm hereby closing the General Meeting. Thank you very much for participation. I'll see you next time.