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

Welcome, ladies and gentlemen. My name is Mariusz Gnych, and I'm the Vice Chairman of the Supervisory Board. And today, I have a pleasure to open the Annual General Meeting of the shareholders of the CCC S.A. today. Moving to the agenda. Item 1, we have the election of the Chairman of the General Meeting of the Shareholders, and I would like to ask the participants to put forward nominations. I wanted to announce my own nomination. We have one nomination from Bogdan Dzudzewicz, and I understand that he agrees. The next step before the vote is that I ask the company operating the electronic voting system to explain how it works.

Welcome, ladies and gentlemen. After the registration, you have received voting devices. These devices are equipped with the button, your data on the screen. It includes all the information about the representation during this meeting. And after clicking on this button, you'll be able to verify your shares that you have at your disposal during today voting. On the first screen, you also have the button documents where you see the documents on this particular general assembly. These documents are also located on the Internet web page of the company. In terms of voting, you are voting in the following way. Once the voting is announced both on the tablets and in front of you, you see the title of the voted item you'll be voting on. And on the tablet, you'll see the decision-making button. And you pick the decision and in the next step, you confirm -- you pick the button I Confirm and then the tablet sense the vote to the system, and then the results are presented both on the tablets as well as on the screen as well as being read by the person who is announcing a particular vote. If no other questions arise, I'll wish you a fruitful deliberations, and I give the floor back to the Chairman.

The next point is the voting on the nomination of the Chairman, and I announce the voting now. [Voting]

Did everybody manage to act according to the procedure? I see nobody against. I close the vote and I like to ask for the results. According to the protocol, 44,908,999 votes were cast. This is 55.7% part of the founding capital. In favor, 44,908,999. There were no abstentions and nobody against. Thank you. And I now invite the President to lead the floor.

Good morning, ladies and gentlemen. And again, my name is Bogdan Dzudzewicz. Thank you for your trust. And now we can start the proceeding during today's general assembly. And so before that, I'd like to ask you for the list. I have some formalities to finish. First of all, I need to sign the list. You can -- you see the remote participants who also need to be noted here. Now ladies and gentlemen, during this annual meeting, we have 31 shareholders who have 780,000 shares giving the same amount of votes. I would like to verify the number of shares. It doesn't agree with my data. I would like to ask somebody to verify that. Are you still verifying it? The amount of shares does not match. I'm sorry, is it going to take longer? Because in this case, I'll announce a break, I am announcing a 5-minute break. [Break]

So we can proceed. Restart the deliberations after the break. We've solved all doubts, and we have the shareholders who have 38,408,999 shares, which is more than 55.77% of shares, and this is represented by 44,909,999 votes. I've signed the attendance list. If anybody would like to see it, it's right here for your disposal. Now we start to vote on the adoption of the agenda. I'm opening the voting on the agenda, everybody. [Voting]

Ladies and gentlemen, unanimously the agenda has been adopted with 15,371,000 votes. No, there were abstentions, sorry. Again, in favor, 15,371,000; abstention 29,537,999 votes. So the resolution has not been adopted. Or have I made a mistake? All right, the resolution has not been adopted then. The voting was open. So we're going to vote again because one of the shareholders made a mistake while voting. So we reassumed voting if this was -- there were confidential vote. The problem would be bigger, but if this vote is not confidential, then there is no problem with repeating it. In the margin, I think that this point should not be present in the agenda because this is a procedural matter. We would proceed according to the agenda anyway. That has been announced appropriately in advance. Have everybody cast a vote? [Voting]

I'm closing the vote now. And this time, the result is much more favorable. 44,908,999 votes in favor, no abstentions, nobody against. So this was adopted. And unanimously we can proceed to the agenda #4, which is the presentation of the financial report for the year 2024. If you'd like to get accustomed with the detail, you can do it through the different stock exchange system unless anybody would like to speak. I see nobody so we can proceed to agenda item 6, which is the presentation to participants at the general assembly. The reports and activities of the Supervisory Board for the financial year 2023 and '24 and the report of the Supervisory Board for the activities of 2023 and '24. Appropriate materials have been already published so there is no need to present the detailed content. If nobody would like to take the floor, we will then proceed to the next item on the agenda. I see nobody. So we should proceed to the next items, item 7 and 8. And now the adoption of the resolution of the approval of the separate financial statement of CCC S.A. for the financial year beginning on the 1st of February 2023 and ending at 31st of January 2024. The vote on the resolution is now open, and this is the voting on the resolution of the accounts of the CCC S.A. and CCC S.A. Group for the financial year beginning from the 1st February until the January 31. We're opening -- I'm opening the vote now. [Voting]

Are you ready? I'm closing the vote. 44,748,094 in favor, nobody against, 160,905 votes in abstention. So the resolution is adopted. We can go over to item point #4, this is the approval of the consolidated financial items. And I hope that you all had the chance to get accustomed with that. If you have no remarks, I'm opening the vote now. [Voting]

Now give us a signal if everybody is ready. I'm closing the vote. As before 44,748,094 were in favor, abstentions 160,905, nobody against. The resolution is adopted. Now the next point is the share of profits for the last financial year. You know the proposal. The recommendation is the following: that we'll use the whole -- all of it for the reserve capital of the company. Does anybody have any remarks or comments? If not, then I'd like to ask you to vote. [Voting]

I'm closing the vote. 43,965,769 votes in favor, against 943,230, nobody abstained. The resolution is adopted. Now we go over to the discharge of the members of the Board of the year -- for the last financial year. We start with the members of the Board, and it's going to be Marcin Czyczerski, Dariusz Milek, Karol Póltorak, Adam Holewa and Igor Matus. This is going to be a secret ballot, as you know, and the content of the resolution is a standard. So we gave the discharge to the following person. First, we start with Marcin Czyczerski. Please vote now. [Voting]

I'm closing the vote. 44,741,917 votes in favor and nobody against, 167,082 abstained. So the resolution is adopted. Thank you very much. Now we will vote on the discharge of Mr. Dariusz Milek. Are you ready? I'm opening the vote. [Voting]

I'm closing the vote. 44,741,917 were in favor and nobody against, 167,082 abstained. The resolution is adopted. We'll vote about the discharge to Mr. Karol Póltorak. Please vote now. [Voting]

I'm closing the vote. 44,741,917 in favor, 0 against, 167,082 have abstained. The resolution is adopted. Now we vote on the discharge to Mr. Adam Holewa. I'm opening the vote. [Voting]

I'm closing the vote now. As before, 44,741,917 were in favor, nobody was against, 167,082 abstained. And the last member of the Board, Igor Matus, please vote now. [Voting]

I'm closing the vote now. 44,741,917 votes in favor, nobody against, 167,082 abstained. Now we can go over to agenda item 11. This is voting on the resolution on the discharge of the members of the Supervisory Board for the financial year '23-'24. And order will be following. First, Mr. Dariusz Milek, who have been the President of the Supervisory Board for a while last year. This will be from the 1st of February '23 to 11th of May '23. Are you ready? Please vote now. [Voting]

I'm closing the vote. 43,795,722 in favor, against 946,196, abstained 167,082. Then the discharge for Mr. Filip Gorczyca. I'm opening the vote. [Voting]

I'm closing the vote. As before 43,795,722 in favor, 946,196 against, 167,082 votes abstained. And the resolution has been adopted. And the last person to vote on is Zofia Dzik, and we're going to vote on the discharge for her. I'm opening the vote. [Voting]

I'm closing the vote. The result is identical with the last one 43,795,722 in favor, 946,176 against, 167,082 abstained. The resolution has been adopted. I'm sorry, we have 3 more members to be discharged. Godforsaken, we cannot forget to discharge them, like Mr. Mariusz Gnych. And we're going to vote on the discharge for him. Please vote now. [Voting]

Closing the vote now. In favor 43,713,721, against 946,196, and abstained 167,082. The Resolution has been adopted. We can vote on the discharge to Mr. Marcin Stanko. [Voting]

I'm closing the vote. 43,795,721 were in favor, 946,196 against, 167,082 abstained. So the Resolution has been adopted. And now the discharge for Mr. Piotr Kaminski, I'm opening the vote now. [Voting]

Closing the vote. 43,795,721 in favor, 946,196 against, and 167,082 abstained. So the Resolution has been obviously adopted. And we close the block voting on the discharges. Now we can go over to the agenda item #13. This is voting on the resolution of the opinion on the report on the remuneration of the members of the Management Board and Supervisory Board. You had the chance to get acquainted with this project of those reports or the reports themselves, and you know what your position is in order to vote on the adoption of those reports. Are there any votes? Anybody would like to say anything? I see nobody. So we can start the vote. So I'm opening the vote. [Voting]

I'm closing the vote. 39,630,460 were in favor, against 5,278,538, abstained 1. The Resolution has been adopted. We have ended block of voting on the yearly adoption of the activities for the last year. Now we have 2 more items, 2 more resolutions. One is #19, and this is the resolution -- on the revoking resolution #5 on the Extraordinary General Meeting of CCC of SA with registered office in Polkowice. From last year, it was about the connection of CCC S.A. with CCC S.A. Factory. This plan has not been accomplished and there are no intent to do it. So other organization solutions were adopted. So this resolution will simply be good to revoke. So it's not adopted. The question is whether anybody has any doubts on the proposed content. If not, then we'd like to start voting. [Voting]

I'm closing the vote. 44,908,999 in favor. So the Resolution is adopted unanimously. And the last item is voting on the resolution on consent to conclude the pledge agreement and to -- or different pledge agreements and the established registered pledges on collection of property and rights constituting an organizational call with variable composition forming part of the company's enterprise and security for claims arising from the inter alia agreement. This is a very similar resolution as the one adopted 2 years ago on the financing obtained by the company. We are at the last stage of the process of refinancing. And so naturally, those securities established then have to be renewed now. And one of the elements of those securities is to create securities on the particular companies forming the part of the corporation. Do you have anything against this resolution? This Resolution is basically in meritum same as the one adopted 2 years ago. I don't see any doubts, so we can start voting now. [Voting]

I'm closing the vote now. 43,802,722 in favor, 206,173 against, 900,004 abstain. So the Resolution has been adopted. We have exhausted the agenda of today's general meeting. Thank you for your attention and presence, and I'm closing the meeting. [Statements in English on this transcript were spoken by an interpreter present on the live call.]