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

I have the pleasure to open the Ordinary General Meeting of the Shareholders of CCC S.A. on the 12th of June 2023. Now I'd like to go over to the election of the Chairman of the Annual General Meeting and according to the point #2 and I'd like to ask you to give the candidates. I would like to appoint [indiscernible] as a post member of -- as the Chairman of the Annual General Meeting. He agreed to be the candidate. Before voting, I would like to ask the company servicing the electronic voting equipment to plain voting. [Operator Instructions] Thank you very much and I wish you fruitful meeting. You have been accustomed with the rules of voting, so I would like to open secret ballot on the choice of Mr. [indiscernible] to the Chairman of the Annual Meeting of the Shareholders. Did everybody vote? [Voting]

We are still waiting for one participant who is participating remotely. So give us a minute more. [Voting]

Thank you. I am closing the voting. In favor of the resolution, against 0, abstain 0, 43,890,000 in favor. Thank you very much and I'll invite here the Chairman to the floor. Welcome, ladies and gentlemen. Thank you for your trust put in me. And my proposal is that we start the proceeding without further ado. And I'll ask for the list of attendants. And we also have remote attendants. We have the investment funds that are also available remotely, but they are represented by one proxy and I hope that we won't have too many troubles with counting the remote votes. I've received the list of attendants and I'm about to sign it and also give you -- give it to your disposal so you can get accustomed to it if you wish. If anybody would like to come and participate or leave the meeting, we will be updating the list accordingly. The list is of the attendants is available here now. Ladies and gentlemen, the list has been presented on today's general meeting has been announced on the basis of the current reports on the 12th of May and on the 19th of May, relevance reports were published and appropriate announcements were placed on the website of the company. So it means that the meeting has been convened according to the corresponding close. So it means that we can adopt relevant resolutions. In terms of the resolutions that are supposed to be adopted today, please consider that the initial announcement has been supplemented based on the motion of the one of the shareholders in order to sell part of the company through the restructuring process. And because we have some questions asked by the shareholders and we are not ready yet to give them appropriate answers, we want to shift at this point to the next general meeting that we're going to convene soon. At the same time, we'll also like to remove this point from today's agenda that was the point 12 -- I'm sorry, it was point #14, that was the resolution on the granting discharge member that was the point on selling part of the company and the shareholder who announced this point -- vote to take this point of the agenda, and we can agree to removal of this point from the agenda and if you agree, then we would like to vote on the adoption of the agenda acting on behalf of the Article 409, Paragraph 5 of the regulation of the general assembly, ordinary general assembly. I'm sorry. We are adopting the -- we would like to adopt the agenda of the Board from the 12th of May 2021. So on the initial form without the additional point #14 is anybody willing to say something about this. Formally, I'd like to ask for a short break because this changes my voting instruction. That's fine. I announce 5 minutes break. [Break]

I hope we can start and I would like to say that we have one more shareholder representing 37 million and something shares to be represented by more than 54 votes and able to represent the amount of votes I, unfortunately, did not hear. I'd like to ask you to vote on the adoption of the new agenda. We're still waiting. [Voting]

I am closing the voting now. I'm announcing the results of the voting in favor of the agenda of 40,405,729 and there was nobody against and shareholders representing 3,485,960 votes, it means that the resolution is adopted. At the same time we can continue the meeting point #5, which is the presentation of the financial year and the presentation of the results of the financial year beginning on the 1st of February 2022 and ending on the 31st of January 2023. Do you all have the chance to get accustomed to the documents? Do you have any questions on the report of the Board or to the financial statement. If no, then we can go over to the next point, which is resolution #6, and this is the presentation of the financial year by the Management Board of the -- starting from the 1st of February 2022 and ending at 31st of January 2023. And the statement of the Board for this financial year. We also gave all this information to your attention before. Do you have any questions? Do you have any remarks to the documents presented? I see nothing. I also don't see any questions from the remotely -- remote participants. Now we can go over to the resolution #7 and this is the acknowledge of the fulfillment of duties by Board, starting from the 1st of February 2022 and ending on the 31st of January 2023, and you've got the resolution draft #3 on the financial year. Starting on the 1st of February 2022 and ending on the 31st of January 2023, Article 395, Paragraph 2, item 2, the general meeting after analyzing the financial statement, starting from the 1st of February 2022 and ending on the 31st of January 2023. And after getting accustomed with the consolidated financial report of the Board from the activities of the company for the year of 1st of February 2022 and ending on 31st January 2023, we are adopting the financial statement created on the 31st of January 2023. And after the analysis, we have about PLN 3 billion and the announcement of all the incomes from the 2023, we also see a net loss of PLN 22.9 million. And we also have changes in the own equity, and this is the decrease of the own equity from the 1st of February 2022 and ending at the 31st January 2023. We also have the statement -- we also have a cash flow statement showing the decrease in the net cash flow on the 1st of February 2022 to 31st of January 2023, of 88.2 million notes -- explanatory notes are attached. The resolution comes into force on the day of adoption. I see nobody against. I see also no motions from the remote shareholder. Are we ready for voting? If yes, then we can start the voting now. [Voting]

We are still waiting for the remote shareholder. [Voting]

Thank you very much. I'm closing the voting. Ladies and gentlemen, 43,891,689 votes in favor and nobody against, nobody abstained. So the resolution has been adopted unanimously. Now we go over to resolution #4 of the addressed meeting on the approval of the consolidated financial statement of CCC Capital Group and the report of the Board on the activities of the CCC for the financial year beginning on the 1st of February 2022 and ending on the 31st of January 2023. You had the chance to get to know this content of this draft resolution confirming the financial statement. It is in accordance with the documents available to you. And now I will read the draft, the resolution #4, on the resolution of the ordinary general -- the approval of the consolidated financial statement of this pursuant to Article 393, point 1; Article 395, Paragraph 2; and Article 395, Paragraph 5 is resolved as well of the ordinary general meeting having considered the consolidated financial reports of the CCC S.A. Capital Group and the report of the Management Board of the activities of the CCC S.A. Capital Group for the financial year beginning of the 1st February 2022 and ending on the 31st of January 2023. And having considered the report of the -- supervisory report on the result of the assessment of the unconsolidated financial statement of the CCC, consolidated financial statement of the CCC Capital Group, report of the Management Board of the activities of CCC S.A. Capital Group and the motion of the management of the Board considering the coverage of the loss of the financial year 2022 approves the report of the Management Board of the activities of the CCC S.A. Capital Group and consolidated financial statements of the Capital Group, including the consolidated statement of financial report as at 31st of January 2023, which shows the assets and liabilities of PLN 7.0641 billion, the consolidated statement of comprehensive income for the period for the 1st of February 2022 to 31st of January 2023, showing the net loss of PLN 443.9 million including loss from the discontinued operations of the PLN 42.4 million and the net loss from continued operation of PLN 401.5 million. The consolidated statement of changes in equity showing the decrease in equity in the period from the 1st of February 2022 to 31st of January 2023 of PLN 568.9 million. The consolidated statement of the cash flows showing the decrease in the net cash and the cash equivalents from the 1st of February 2022 to 31st of January of 2023. And there is no question, there is no doubt. So we're ready to vote. Please vote now. [Voting]

I am closing the voting -- not yet, sorry. [Voting]

I am closing the voting now. Thank you very much, ladies and gentlemen, the resolution has been adopted and unanimously 43,891,689 votes were given in favor. And now the point #5 on the coverage of the loss of the financial year beginning on the 1st of February, 2022 and ending on the 31st of January 2023 pursuant to Article 395, Paragraph 2, Item 2 of the Commercial Companies Code and the result as follows: The general assembly resolves the loss of the period commencing on the 1st of February 2022 and ending on the 31 of January 2023 of the amount of PLN 22,734,688.3 shall be fully covered from the company's supplementary capital. Anybody has any doubts, if not, I'm opening the voting. [Voting]

I am closing the voting now. I announce the results. This resolution has also been adopted unanimously and 43,891,689 votes were given in favor. And now we can vote on the next part of resolutions in 1 block, and we'll be voting in the following quarter. I read the draft resolution. So I won't be reading each every time based on pursuant Article 395, Paragraph 2, point 3 the ordinary general meeting of the shareholders granted discharge to Board Chairman, [ Mariusz Gnych ] President of the management board in respect of the performance of his duties from the 1st of February 2022 to 31st January 2023, and I'll give you the information about whether we'll be voting on granting of the discharge to [ Mariusz Gnych ] Do you have any questions? Is the system ready, then we'll have a secret ballot now? Because it's on personal matters. So it's a secret ballot and I am opening the voting now. [Voting]

I'm closing the voting now. Ladies and gentlemen, the discharge of [ Mariusz Gnych ] were granted unanimously with 43,891,689 shares now will have the same vote on discharge of the Vice President of the Board, Karol Poltorak, and I hope the system is ready, and I'm opening the voting now. [Voting]

I'm closing the voting now. And similarly, as before the resolution has been adopted unanimously with the same amount of votes. The next vote is on Mr. Adam Holewa. The system is ready. I am opening the voting. [Voting]

I'm closing the vote. If we may? Thank you very much. The result is identical with the last one. So the resolution is adopted. The next vote is on Mr. Igor Matus. I'm opening the voting. [Voting]

I'm closing the vote. Thank you very much. The result is identical with the previous one. Mr. Igor Matus has been discharged by you. The next vote will concern Mr. Kryspin Derejczyk. I'd like now you to vote. [Voting]

And now last in this round, we are about to close the voting and we'll be voting on the last member of the Board, and this is Adam Marciniak. And the result is the same as before. So 43,891,689 votes in favor. The system is ready for voting on the discharge of Mr. Marciniak, now please vote. [Voting]

Are you ready? I'm closing the vote now. As before, the resolution has been adopted unanimously with the same amount of votes. This allows us to start point #16 on the discharge of the members of the Board on the performance of the duties. And as previously, I'd like to read out the fragment on Mr. Dariusz Milek. And pursuant to Article 395, Paragraph 2, point 3 on the Commercial Companies Code, is resolved as follows: The Annual General Meeting of the shareholders grants the Chairman of the Supervisory Board Dariusz Milek acknowledgment of the fulfillment of his duties for the period from the 1st of February 2022 to 31st of January 2023 and the resolution comes into force on the day of adoption and then we'll be voting on Mr. Wieslaw Oles, on [ Markevitch ] and [ Filip Gorczyca ] as well as Zofia Dzik. The ballot is secret. The system is ready for voting. We are voting on the discharge of Mr. Dariusz Milek. [Voting]

I am closing the vote now. 43,110,942 in favor, 780,747 were against, nobody abstained, it means that the votes were representing 49.2947217866% of the initial capital. The second person we'll be voting on is Mr. [indiscernible] and the system is ready for voting, please vote. [Voting]

I am closing the vote now. Thank you very much. In the secret ballot, 43,891,689 votes were given out of 54 point something percent of initial capital, 43,110,942 were in favor; 780,747 against. So the resolution is adopted now. It's about on the discharge of Mr. [ Markevitch ], we are ready for voting. Please vote now. [Voting]

I'm closing the vote now. Thank you very much. With the same amount of votes as in the last case, the resolution is adopted 43,110,942 in favor; 780,747 in against without abstentions. Now I'd like to vote on discharge of Mr. Gorczyca, and I'm opening the vote now. [Voting]

I am closing the vote. Thank you very much. The result is identical as the last time, 43,110,942 votes in favor; 780,747 votes against; no abstentions. The resolution is adopted. The next voting is the discharge of Zofia Dzik. The system is ready, and I'm opening the vote now. [Voting]

I am closing the vote. Resolution has been adopted to the same result with 43,110,942 in favor; 780,747 against without abstentions. And last person will be -- discharging today will be Mr. Mariusz Gnych. It is nice if you would not participate in the voting that would be in accordance with the requirements of the National Court Register. [Voting]

I'm closing the vote now. The result is minimally different, 42,958,942 votes in favor, 780,747 against, no abstentions. Okay, that is correct. At the same time, we've closed the voting block on granting the discharge. We can now go over to the opinion of the report of the remuneration of the members of the Management Board and the Supervisory Board. You had the document and I'd like to read the resolution. This is the resolution #18 from 2023 based pursuant to Article 90g, point 6 of the act of public offering conditions cover in the introduction of financial instruments to organize trading and public companies and is as follows. The Annual General Meeting gives the favorable opinion on the report of the remuneration of the members of the company, management Board and Supervisory Board for the period of the 1st of February 2022 to 31st of January 2023, adopted by the Supervisory Board in resolution #01/05/2023/RN on 11th of May 2023. The reported the remuneration of the members of the Management Board and the Supervisory Board of the company for the period of 1st of February 2022, to 31st of January 2023, start the resolution, opening the vote now. [Voting]

I'm closing the vote now. 39,209,906 votes in favor, following 681,783 against, no abstentions, all together 43,891,689 votes were casted. So the resolution is adopted. Now we can go over to the next resolution on the determination of the number of members of the Supervisory Board, there were changes and we have vacancies for the Chairman and for two members of the Supervisory Board, so according to the resolution pursuant to article 385, Paragraph 1 of the Commercial Companies Code and Paragraph 30, and Section 1 and 2 of the company Articles of Association is this result as follows: The Annual General Meeting of the shareholders amends number of members of the Supervisory Board of the 9th term of office, which will up -- will have up to 6 members as of 12 June 2023. Do you have any remarks? If not, then I'm opening the vote. [Voting]

I'm closing the vote. 39,468,924 votes were giving in favor, 33,222,765 votes were against, and 1,200,000 abstained. So the resolution is adopted. We have 2 vacancies and 2 candidates that were announced by the majority shareholder -- not majority maybe, sorry, but the leading shareholder also and the question is whether there are any other proposals from the room? No other candidate -- candidatures and I'd like to read the resolution on behalf of pursuant Article 384, Paragraph 1 of the Commercial Companies Code and Section 1 and 2 and 18th Paragraph, Item 1 of the company articles association, it is resolved to follows that in connection with the Resolution #19 of the Annual General Meeting on 12 January 2023, the general meeting appoints as a member of the Supervisory Board of the company and we fortunately and who will be chosen. The first candidate is [indiscernible] these were also be secret ballot. Is the voting system ready? Is the system ready? Not yet. Now please vote on Mr. [indiscernible] as a member of the Supervisory Board. [Voting]

I am closing the vote. In favor of the candidature of [indiscernible] 39,168,195 in favor, 3,521,900 against and 1,201,594 were abstained. It means that Mr. [indiscernible] has been appointed to the member of the Supervisory Board of the company. The next voting is on the Mr. [indiscernible] to the Supervisory Board. You have both resume presented on the website according to the requirements and good practices. Now I'd like you to give the votes. [Voting]

I am closing the vote. Identical results, 39 million and something votes in favor and 39,168,195 in favor, 3,521,900 against and 1,201,594 in abstention. So I congratulate both gentlemen on the choice today, as a member of the Supervisory Board. Now I'd like to propose Mr. Wieslaw Oles to be the member of the Supervisory Board. Mr. [indiscernible] getting over to the Board, and I wanted to ask whether there are any other candidatures for these positions. I don't see anybody, and I also don't see any candidatures remotely. I'm sorry. 5-minute breaks? All right, 5 minute break. [Break]

Now again, welcome. We can go back after the break. Mr. [indiscernible] is appointed to the Chairman of the Supervisory Board. Do you have any doubts? If not, the system in ready. This Is secret ballot, of course. [Voting]

I'm closing the vote. Ladies and gentlemen, 39,169,789 were in favor of; 3,521,900 were against; 1,200,000 were abstentions and the resolution is adopted and Mr. [indiscernible] has been appointed to the position of the Chairman of the Supervisory Board and I congratulate him on that. So this is the end of the meeting. Since the point #15 was withdrawal, we're going over to the point #15, and this is the closure of the general meeting. Thank you for your attention. [Statements in English on this transcript were spoken by an interpreter present on the live call.]