Orange Polska S.A. (OPL) Earnings Call Transcript & Summary

June 25, 2021

Warsaw Stock Exchange PL Communication Services Diversified Telecommunication Services shareholder_meeting 140 min

Earnings Call Speaker Segments

Maciej Witucki

executive
#1

Ladies and gentlemen, because it's 11:01 a.m. I may just as well welcome you to this Ordinary General Meeting of Orange Polska. My name is Maciej Witucki. I'm Head of the Supervisory Board. The management meeting -- the general meeting has been convened according to the -- according to Article 399 paragraph 1 of the commercial companies code, according to the resolution of 27th of May. So I call this meeting to order. This meeting is webcast, currently live. And meeting is attended by shareholders in a remote mode. I have 2 jabs, my vaccination is double dosed. So I take the liberty of taking off my mask. So let me move to the first item on the agenda, the election of the Chairman. Before candidates are proposed. I would like to ask the technical crew to instruct those gathered here about the way we're going to vote.

Unknown Executive

executive
#2

Good morning. You have all received tablets, while you signed up for this meeting. You will find your data and your documents on the tablets, and you will see in the first tab all the details of the shareholders and annual the second tab button documents, you will see all the documents that have been posted on the website and documents that are associated with this meeting. You will then have an application for voting with a menu of choices, yes/no/abstention plus confirm. It shouldn't be a problem for any one of you, should there be any issues we are here presence in the room, and we'll be more than happy to assist you.

Maciej Witucki

executive
#3

Thank you very much. I understand that the presentation of the technology has been comprehensible for everyone as a 50-plus category, I would like to mention that the size of the font is totally inconceivable. So I'm hoping that all the messages received on my screen will be legible to me. Ladies and gentlemen, I would like now to ask for candidacies for the position of the Chairman of the Annual General Meeting, and the candidates must come from those present at the meeting. I see no candidacies. Should I see anything on the machine? I confirm, indeed my colleague here has a screen with Mr. Marc Ricau is putting forward Mr. Marek Krauss as a candidate -- Jacek Krauss, I'm sorry. I see no other candidates. Mr. Jacek Krauss is the only candidates. No other candidates have been put forward. Does Jacek Krauss agree to be a Chairman? Maybe after so many times, there's been a change. What is your opinion, sir? Thank you very much. We have received the consent of Jacek Krauss. Let's have a secret ballot because it's a personal vote. It's a secret ballot on the candidacy of Jacek Krauss as the Chairman of the Annual General Meeting. And please I would like to receive the results from the technical crew once the vote is over. [Voting]

Maciej Witucki

executive
#4

I see no one waving at me. Can I? May I? Still waiting. Ladies and gentlemen, I closed the vote. I'm sorry, close the vote. And I'm looking forward to receiving the results. Usually, I heard a printer at that moment. But I can't hear a printer. Something has changed. Hasn't it? There is a sound of the printer. So there's hope. Thank you very much. Ladies and gentlemen, Mr. Jacek Krauss has received an impressive number, almost 902,009,041 votes in favor, 0 votes against, an impressive 0 number of abstentions. I conclude that Mr. Jacek Krauss has been elected in an impressive manner, Chairman of this ordinary general meet -- only Ordinary Annual General Meeting. Mr. Krauss, I yield my position and give the floor to you.

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#5

Thank you very much for the election. To some extent, it has been a surprise. Everything that has been going on as a surprise to me. I have enough antibodies to share with all shareholders and all the shares. So let's move to the second item of the order of this meeting. Statement that the meeting is valid and capable to adopt resolutions. I would like to have the attendance list in order to approve. Thank you very much. Yes, and powers of attorney are attached. Good. ladies and gentlemen, I have reviewed the attendance list. I have signed it. I have reviewed the powers of attorney. As a result of that review, I can conclude that this general meeting is represented by 227 shareholders, 902,000,950 shares. That's 68.73% of the share capital, which adds up to 902,000,950 share -- votes. While I know that our notary public is present. I understand that formerly, she has arrived just now. So let me ask her to deal with this item. And according to the online announcement referred to by Mr. Witucki. This Ordinary General Meeting has been validly summoned. And having reviewed all the files and records, I conclude that this meeting is indeed capable to adopt resolutions. Meanwhile, and we're not putting it to a vote, I would like to remind everyone of the order of this meeting, apart from the opening and the election of the Chairman and the statement of the meeting that the meeting is valid and capable of adopting resolutions. In this meeting, we will review the Orange Polska's separate financial statements for 2020, the Management Board's motion of distribution of the profits and the motion on the distribution of Orange Polska profits from previous years. And then the report on the activity and the Supervisory Board report. And we will subsequently make decisions in the form of resolutions. So as I said, all these items, which are on the list, will be reviewed, then -- decided upon, and then we will give the discharge of the duties to the officers of the company, and we will both vote on the members of the management, members of the Supervisory Board, each one separately. And this meeting shall also adopt my resolution on the opinion on the annual remuneration resolutions and changes in the composition of the Supervisory Board will also be reviewed and decided upon, and details will be provided as soon as we get to that item. And then the last item will be the closing of the meeting. Our General Meeting does not require a quorum. At the same time as a matter of principle, voting will require a simple majority of votes, which means a comparison of yes, nah as the case may be. So the next item of our agenda, which we'll start now will be the review of the separate financial statements for 2020, the Management Board's motion on distribution of profit for 2020, the Management Board's motion on distribution of profit from previous years. The Management Board's will report on the activity of the group of Orange Polska and Orange Polska S.A. and the consolidated financial segments for 2020 and the report of the Supervisory Board for 2020. I would like to call upon the President of the Management Board to take the floor and to present the results.

Julien Ducarroz

executive
#6

My pleasure to be here for the first time. And so as it was stated, while we will cover the summary of the 2020 results, I wanted to take this opportunity as well to review as we are ending our strategic cycle of dot-one covering 2017 to 2020. So I just wanted to highlight some of our achievements, especially in light of our next Monday presentation of our next strategy. So let me go back and summarize what we have done and we have achieved and we focused the last 4 years with the dot-one program. So obviously, 1 of the main achievement and focus we had was around convergence and our fiber strategy, and I will come back with some numbers. But clearly, I think that was a pivotal moment for the company that we moved fast and big in fiber. The second one that was to be noticed and we will continue is the commercial activity that we have shift more from volume to value with our marketing strategy of more for more and as well as a result of our obsession on the customer experience. We have been able to achieve the #1 position related to NPS, so the Net Promoter Score, that we have achieved in 2020. So we are very pleased with those numbers. So if we go to the next slide, illustrating -- and I have selected some of the KPIs to highlight what I just said and what -- when we are looking at the dot-one program, we can certainly see some very positive news and trend that we might -- we want to continue in the next cycle. So you see a 3 category of KPI. So the first one is about how we have monetized our investment in fiber. So we have reached and achieved our target, which was to have 5 million households covered with fiber. And what you see on this chart, the first one, is the increase of 3.4x of our customer base on the fiber. And at the same time, we have been as well able to increase the value we are getting from those customers. So you see on the bottom one in green that the ARPU, which is the average income for the connection, has been increasing by plus 5% in 2020. When we look at FiberCos together with convergence, so I remind you that our strategy is getting infrastructure but as well after monetizing this infrastructure, and this is our convergence strategy, which is putting together mobile, TV and connectivity through fiber or other technology on the fixed connectivity. So here, you see that we had as well a very impressive increase of our convergence base almost reaching 1.5 million by the end of 2020. The same has been accomplished in our marketing strategy of more for more when we are looking at the ARPU. That is coming from those customers, that in 2017, we were on a decreasing trend, and we have reverted this trend over the period, and we have ended up 2020 with a 3% increase of the value. And the last one, which is as well, I will say the -- still our core business, which is mobile. So we have been as well able to increase significantly the base of mobile subscriber but by 11% over the period. So from 7.3% to 8.1%. But more importantly, in a very competitive market, we have completely slowed down the erosion of the value on the mobile. So you see that we were at minus 13% in 2017, and we ended up 2020 by minus 3%. And to be noted that due to the COVID and the fact that people were not traveling, if we will report this number, without the roaming effect, which certainly had a big impact in 2020. We will be almost at 0%, so a stabilization of the value for the mobile. So that's for me. Now I give the floor to Leszek.

Leszek Iwaszko

executive
#7

Thank you, Julien. Good morning, everyone. Let me quickly summarize how we achieved our financial turnarounds. This slide presents the table with our financial recovery ambitions exactly as we have presented them during strategy announcement in 2017. I'm very pleased to tell you that we have delivered on all of our promises in each of the years, in some cases, even exceeding the pace of the execution. Our revenues have been growing for the past 2 years, and EBITDA is increasing for the past 3 years. We've kept CapEx within the given limits and significantly reduced our net debt. Let's look on the details on the next slide. So while executing the Orange.one strategy, we broke a long-term negative trend of financial performance. Both EBITDA and revenues are now growing after more than a decade of decline. It's been achieved through a combination of progressive commercial turnaround, coupled with a great cost optimization effort. We've successfully implemented our convergence strategy. It was possible, thanks to dynamic growth of fiber as monetization of our considerable investments in this area have begun. We've also paid particular attention to value in commercial activities, including more-for-more price increases in mobile and in convergence in fixed broadcast. Simultaneously, we've achieved very high cost savings. Since 2017, we have optimized indirect costs by almost PLN 600 million or 15%. This was done in spite of inflationary pressures in areas such as labor or electricity costs. We had a particular focus on automation. To give you a magnitude of our efforts, we decreased our workforce, with the total permanent and outsourced staff, by almost 1/3 during this period. Summing up, this turnaround has put us in a much better position than we were in 2017 with growing revenues, increasing EBITDA as well as a much safer balance sheet. To conclude, let's look at the expectations for this year, which we have communicated in February. What we mentioned in February is that we want to achieve further growth, both in EBITDA and in revenues. Revenue drivers will be unchanged. Core telecom services will be supported by growth of customer base and continuation of our value approach in commercial activity. In ICT, we will further explore market potential and monetize synergies from acquisitions of Craftware and BlueSoft, the 2 subsidiaries, which we've recently acquired. On the other hand, we will face some regulatory headwinds, including the cuts of the MTR and the FTR, so mobile termination rates and fixed termination rates in interconnect. That will start in July and will have significant impact on revenues with very little impact on the margin. Revenue expansion will be a key driver of the EBITDA growth this year. We expect 2021 to be the first year in which the EBITDA will grow, thanks to an increase of our direct margin, making a change in the way that we grow our profitability towards a more sustainable path. We continue with our cost transformation in 2021. But the savings are not likely to be as high as in 2020 when they were strongly supported by some exceptional one-off measures, which will not be repeated this year. Regarding economic CapEx, we assume it to be in the same range as last year. This assumes higher gross investments, but also higher proceeds from real estate disposals. Our fiber CapEx will not be significantly lower in 2021 because we anticipate a peak of CapEx in the POPC program, so rolling out fiber in the rural areas with the EU subsidies. This is a fiber program heavily subsidized by the EU, which delivers FTTH to customers in rural zones and offers a very good potential for monetization in the future. This is all from us. We're now ready to take your questions. And we would like to invite you to watch and listen us live on Monday morning when we will be presenting our new strategy. Thank you very much.

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#8

Thank you very much for that. I would address my question to the shareholders and ask whether they may have any specific questions. Formally, I need to state that I do not see them, but I need to equally formally open the discussion on this. Do we have any interventions in order? Would you address them to the content? I do not see any proposals for that. Hence, the conclusion is that we proceed with voting of respective resolutions. And the first resolution to be adopted in this respect would be the resolution on the approval of the financial statements of Orange Polska S.A. for the 2020 financial year, IFRS-based. Based on Article 53 of the Accounting Act, Article 393 item 1 as well as Article 395 paragraph 2 item 1 and of the Commercial Companies Code and paragraph 13 of the Orange Article Association, the following resolution is hereby adopted. Annual General Meeting approves the Orange Polska IFRS financial statements for the year 2020, which includes income statements for the 2020 showing net income of PLN 47 million; statement of comprehensive income for year 2020, showing total comprehensive income of PLN 34 million; statement on financial position as at 31st December 2020, with the balance sheet total of PLN 23.904 billion; statement of changes in equity for the year 2020 showing increase in equity by PLN 43 million. Statement of changes in cash flow for year 2020 showing decrease in net cash and cash equivalents by PLN 46 million as well as notes to the financial statements. If we adopt this resolution, it should come into force as of the day of its adoption. I now announce open vote for this resolution with the text as read out at this moment. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#9

We now have results of the vote. In favor, we have 901,474,511 out of the total of 902,009,050 votes. Against, there were no votes. And abstaining votes, we had 534,539 votes, which, in fact, means that this resolution was adopted. Continuing, we now may begin voting the resolution number 3 on distribution of the Orange Polska S.A. net profit for the financial year of 2020. Now on the basis of Article 395 paragraph 2, item 2 of the Commercial Companies Code and paragraph 13.2 of the Orange Polska S.A. Articles Association. The following resolution is hereby adopted. Net profit of Orange Polska for the year 2020 of PLN 46,754,503.75 shall be divided in the following manner. The reserve capital referred to in paragraph 31 clause 3 of the Article Association, the amount of PLN 900,035,090.8. And to the reserve capital amount of 45,815,413. The amount allocated to reserve capital referred to paragraph 1.2 may be distributed as dividend, and the resolution comes into force on the day of its adoption. I announce voting for this specific resolution number 3. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#10

We now have the results, which I will communicate. In favor of this resolution, we have 841,113,933. Against, we have 56,509,000 votes. And abstaining votes numbered at 4,386,117 votes in total. Hence, this resolution has been formally adopted. We now proceed to vote on resolution 4. And this relates to the net profit of previous years. Now on the basis of Article 395 paragraph 2, item 2 of the Commercial Companies Code and paragraph 13 item 2 of Orange Polska Article Association. The following resolution is hereby adopted. Paragraph 1, net profit from previous years of Orange Polska disclosed in the company's financial statements of PLN 18,055,143. And this appears in the year 2020 financial statements, shall be distributed in the following manner. And sub point 1, for the reserve capital referred to in paragraph 31 clause 3 of the Articles of Association of the company. The amount of PLN 361,102 and 88th of one hundred -- hundredth of a zloty. And another one to the reserve capital PLN 17,694,041. And paragraph 2 amount allocated to the reserve capital referred to in paragraph 1.2 may be distributed as dividend. And there is short justification, the amount of PLN 17,694,000 is an outcome of the changes in the article -- in the adjustment in the financial statements. And then there are minor adjustments of previous periods for the social welfare fund and other intangible assets amount of PLN 27 million of profit has been adjusted and provided for in the retained profit. I now announce voting for resolution #4 in an open vote. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#11

We have the results of the votes. The number of shareholders has not changed. That means that 902,009,050 votes at present. In favor, there were 841,113,933. Against, there were 56,509,000. And abstentions numbered at 4,386,117. And the resolution has been duly adopted. Now we are moving to the vote on the next resolution, resolution #5, on the approval of the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2020 financial year. On the basis of Article 63(c), clause 4 of the Accountancy Act and Article 395 paragraph 5 of the Commercial Companies Code, the following resolution is hereby adopted. The Annual General Meeting approves the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the financial year 2020. The resolution comes into force on the day of its adoption, and the open ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#12

And we announce the results of the votes. 902,009,050 votes being cast validly. In favor, there were 901,474,511. There were no nay votes. And 534,539 votes abstained. The resolution has been duly passed. Next, we shall vote on Resolution #6, on the approval of the IFRS consolidated financial statements for 2020. On the basis of Article 63(c), clause 4 of the Accountancy Act and Article 395 paragraph 5 of the Commercial Companies Code, the following resolution is hereby adopted. The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2020, which includes: One, consolidated income statement for 2020, showing a net income of PLN 46 million including net income attributable to owners of Orange Polska S.A. of PLN 46 million; two, consolidated segments statement of comprehensive income for 2020, showing a total comprehensive income of PLN 33 million, including total comprehensive income attributable to the owners of Orange Polska S.A. of PLN 33 million; three, consolidated statement of financial position as of the 31st of December 2020 with a balance sheet total of PLN 24.3 billion; four, consolidated statement of changes in equity for 2020, showing an increase in total equity by PLN 42 million, including an increase in equity attributable to the owners of Orange Polska S.A. by PLN 42 million; five, consolidated statement of cash flows for 2020, showing a decrease of net cash, cash equivalents by PLN 48 million. Six, notes to the consolidated financial statements. The resolution comes into force on the day of its adoption. Once we adopted let me rule a vote on -- by means of an open ballot on resolution #6, the vote is on. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#13

And here are the results. The total number of votes, 902,009,050 votes in favor of this resolution. There were 901,574,511 votes. There were no votes against. And 534,539 votes abstained. And the resolution has duly passed. We're now moving on to a vote on a very concise resolution, resolution #6, on the approval of the Supervisory Board for 2020. Pursuant to paragraph 13, clause 12 of the company's Articles of Association, the following is resolved, the Supervisory Board of Orange Polska S.A. report for 2020 -- for the financial year of 2020 is approved. The resolution enters into force upon adoption. And the open ballot is on now on this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#14

This is resolution #7. Here are results, the total number of votes cost 902,009,050. In favor, there were 901,474,511. There were no votes against. And 534,539 votes abstained. And this resolution has duly passed. We are now moving to a sequence of votings on granting approval of the performance of members of the Management Board of Orange Polska S.A. First, we are going to vote on resolution #8, on granting approval of the performance of duties of Mr. Jean-François Fallacher, a member of the Management Board until the 31st of August 2020 and the text of the resolution is as follows. Pursuant to Article 393.1 and article 395, paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the company's Articles of Association. The following is resolved. The approval of the performance by Mr. Jean-François Fallacher his duties as President of the Management Board in financial year 2020 is granted the resolution enters into force upon adoption. And a secret ballot on that resolution is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#15

[Foreign Language] We have the results of vote already. 902,009,050 valid votes have been cast. In favor, there were 900,321,467 votes. There were 214,698 votes against. Abstentions numbered 1,472,885. And the approval's being granted, and the resolution has passed. We are moving on to the vote on the next resolution to grant approval of the performance by Mr. Mariusz Gaca, Vice President of the Management Board. And the resolution will read as follows. Pursuant to Article 393.1 and Article 395, paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the company's Articles of Association, the following resolves the approval of the performance by Mr. Mariusz Gaca of his duties as member of the Orange Polska S.A. Management Board in financial year 2020 is granted, and the resolution enters in to force upon adoption. And a secret ballot is open now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#16

Let me announce the results of the vote. 902,009,050 valid votes have been cast. In favor, there were 900,321,467 votes. Against, 214,698. Abstentions, 1,472,885 votes. The resolution has been duly passed. And the approval of the performance by Mr. Mariusz Gaca has been approved -- it's been granted rather. Sorry. Well, then let's move to the vote on another, approval of the performance of duties for Vice President, Bozena Lesniewska. And the text of the resolution is as follows. Pursuant to Article 393.1 and Article 395, paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the Company's Articles of Association. The following is resolved. The approval of the performance by Mrs. Bozena Lesniewska, Vice President of the Management Board of her duties as member of the Orange Polska S.A. Management Board in financial year 2020 is granted. And the resolution enters into force upon adoption. And a secret ballot is open now on the resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#17

Ladies and gentlemen, the number of votes cast is 902,009,050. In favor of the resolution, there were 900,321,467 votes. Against, 214,498. Abstentions, 1,472,885. The resolution has been duly passed. And Ms. Bozena Lesniewska has been approved -- her performance has been approved. Moving now to the next member of the Management Board that we will be granting approval for performance of their duties for will be Witold Drozdz, member of the Board. And the text of the resolution sounds -- is as follows. Pursuant to Article 339.1 and Article 395, paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the Companies Articles of Association, following is resolved. Approval of performance by Mr. Witold Drozdz is granted in performance of his duties as member of the Management Board in financial year 2020. The resolution enters into force upon adoption. And I now announce the vote for this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#18

I state that Mr. Drozdz has received approval on performance of his duties. 902,009,050 votes have been cast. And in favor, were 900,321,467 votes. Votes against numbered, 214,698. And 1,472,885 were abstaining votes. Hence, this resolution has been adopted, and approval has been granted to the member of the Management Board. Now we proceed with granting of approval in performance of the duties of madam -- of Jolanta Barbara Dudek, member of the Board. Pursuant to Article 393.1 and Article 395, paragraph 2.3 Commercial Companies Code and paragraph 13.3 of the Company's Articles of Association, the following is resolved. The approval of the performance of duties by Ms. Jolanta Barbara Dudek on performance of her duties as the member of the Board in financial year 2020 is granted. Resolution entering into force upon adoption. I now announce voting in respect of this specific resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#19

Jolanta Barbara Dudek received approval of discharge of her duties with 902,009,050 votes -- valid votes have been cast. With 900,321,467 in favor. With 214,698 votes in -- against. And 1,472,885 votes abstaining. Hence, Madam Jolanta Barbara Dudek has been approved in discharge of her duties. Following on, we will be now adopting a resolution with the following wording. Pursuant to Article 393.1 and Article 395, paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the Company's Article of Association, following is resolved. Approval is granted to Piotr Tadeusz Jaworski, member of the Management Board, on performance of his duties as member of the Orange Polska Management Board in financial year 2020 is granted. Paragraph 2, resolution enters into force upon its adoption. I announce a vote for this language of the resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#20

We have the outcome of the vote. Piotr Tadeusz Jaworski has received approval with 902,009,050 votes cast. The votes in favor were numbered 900,321,467. With 214,698 votes against. And 1,472,885 votes abstaining. Hence, this approval -- this resolution of approval has been duly adopted. Following on, we will be voting on granting of approval to Mr. Jacek Kowalski. And the language reads as follows, pursuant to Article 393.1 and Article 395 paragraph 2.3 of the Commercial Companies Code and paragraph 13 item 3 of the Company's Article Association, following is resolved. Approval on performance of his duties to Mr. Jacek Kowalski is granted in his duties as member of the Management Board of Orange Polska in year -- financial year 2020. And paragraph II reads resolution enters into force upon its adoption. I now announce a vote for this -- in respect of this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#21

The outcome is clear now. 902,009,050 valid votes have been cast. In favor, for granting approval to Mr. Jacek Kowalski we have 900,321,467 votes. And hence, the vote -- and those votes against numbered 214,698 votes. Now the abstaining votes, numbered, 1,472,885, which simply means that absolute majority is the dominating majority, clearly. In order, we need to vote now for granting of approval to Mr. Jacek Kunicki. The language is as follows, pursuant to Article 393.1 and Article 395 paragraph 2.3 of Commercial Companies Code and paragraph 13.3 of the Companies Articles of Association following is resolved. paragraph 1, approval of performance of duties as member of the Orange Polska Management Board in financial year 2020 to Mr. Jacek Kunicki is granted. paragraph 2, resolution entered into force upon its adoption. I announce we proceed with -- may proceed with the vote on this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#22

The results are now available. 902,009,050 votes were cast. In favor of granting approval to Mr. Jacek Kunicki, 900,321,467 votes were cast, with 214,698 votes against and 1,472,885 votes cast -- abstaining -- as abstaining votes. And hence, we have granted approval to Mr. Kunicki. Next, in turn is the consideration of the approval of discharge of their duties to Mr. Maciej Nowohonski. And reading the text pursuant to Article 393.1 and Article 392 paragraph 2.3 of the Commercial Companies Code and 13.3 of Companies Articles of Association. The following is resolved, approval on performance of the duties by Mr. Maciej Nowohonski in performance of his duties and member of the Management Board in financial year 2020 is granted. paragraph 2, resolution enters into force adoption. I announce a vote. This is in order now. Please proceed. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#23

We have the outcome of this vote. 902,009,050 valid votes have been cast. And 900,321,467 votes were cast in favor of this. 214,698 votes cast against. And 1,472,885 votes abstaining. So this resolution has been adopted, and the approval has been granted. We have just completed as many as 17 resolutions so far. We have not yet reached even the middle of our voting effort. But we are now leaving the garden of the Management Board, and moving to the next governing body. And our due responsibility now is to grant approval or otherwise of the duties to members of the Supervisory Board for this financial year 2020. And now we will proceed as follows. We shall vote for approval of performance of duties to Mr. Maciej Witucki, who is the Chair of the Supervisory Board. The language of this resolution is as follows: pursuant on granting of approval to performance of duties of Supervisory Board member of Orange Polska S.A. Pursuant to Article 393.1 and Article 395 paragraph 2.3 of Commercial Companies Code and paragraph 13.3 of the company's Articles Association. The following is resolved. The approval on performance of duties as member of the Orange Polska Supervisory Board in financial year 2020 to Mr. Maciej Krzysztof Witucki is granted. And the paragraph II resolution enters into force upon adoption. I now announce secret ballot on this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#24

I would inform you now on the outcome of the voting with 902,009,050 valid votes have been cast. And in favor to granting approval to Mr. Witucki, we have 900,321,467 votes, with 214,698 votes cast against and 1,472,885 votes abstaining. Hence Mr. Maciej Witucki has received approval on performance of his duties as Chair of the Supervisory Board of Orange Polska. We now may proceed to granting of approval of duties to the next member of the Supervisory Board the deputy chair since 20th of October 2020. In fact Mr. Gervais Pellissier, content is as follows: Pursuant to Article 393.1 and Article 395 paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the Company's Articles of Association. The following is resolved. Approval is in performance of his duties as member of the Orange Polska as a Supervisory Board in financial year 2020 to Mr. Gervais Pellissier is granted. And second paragraph states that the resolution enters into force upon adoption. I now announce a vote on this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#25

Let me inform you that this resolution has been validly passed total number of votes cast 902,009,050. In favor for Mr. Gervais' performance being approved for 900,321,467 votes. Abstentions, 1,472,885. And against, 214,698. So the resolution has passed. Moving on, we will now vote on granting approval of the performance for Mr. Ramon Fernandez, Deputy Chairman of the Supervisory Board. And language of the resolution as follows: Pursuant to Article 393.1 and Article 395 paragraph 2.3 of the Commercial Company's Code and paragraph 13.3 of the Company's Articles of Association. The following is resolved. The approval of the performance by Mr. Ramon Fernandez of his duties as member of the Orange Polska S.A Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption. And the secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#26

Mr. Ramon Fernandez has received approval of his duties. Total number of valid votes 902,009,050. In favor, 900,321,467 votes cast. Against, 214,698 votes. Abstentions, 1,472,885. The resolution has been duly passed. I have good news for you. 20 resolutions have been processed and 20 to go. We're now going to vote on granting approval of the performance for Mr. Marc Ricau, Secretary of the Supervisory Board. And the resolution shall read. Pursuant Article 393.1 and Article 395 million paragraph 2.3 of the commercial companies code and paragraph 13.3 of the company's Articles of Association. The following is resolved, the approval of the performance by Mr. Marc Ricau of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption. And of course, we're going to vote by secret ballot now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#27

Here we are. Results are here. Mr. Marc Ricau has been discharged of its duties. 902,009,050 votes being cast. In favor, 900,321,467. Against, 214,698. Abstentions, 1,471,885. And the resolution has been duly passed. Moving on, we will vote on the approval of performance of duties by Dr. Henryka Teodora Bochniarz and resolution shall read. Pursuant to Article 393.1 and Article 395 paragraph 2.3 of the Commercial Companies Code and paragraph 13.3 of the Company's Articles of Association. The following is resolved. The approval of the performance by Dr. Henryka Teodora Bochniarz of her duties as member of the Orange Polska Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption. And the secret ballot on this resolution is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#28

[Audio Gap] 902,009,050 valid votes have been cast. In favor, for improving the performance of Henryka Bochniarz. There were 900,321,467 votes. Against there were 214,698. And abstentions, 1,472,885 votes. And the resolution in respect of approving the performance by Mrs. Henryka Teodora Bochniarz has been passed. And next in line is resolution that reads pursuant to Article 393.1 and Article 395.2, Paragraph 2.3 of the company's -- sorry, Commercial Companies Code, and Article 13.3 of the company's Articles of Association, the following is resolved. The approval of performance by Mr. Thierry Bonhomme of his duties as member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. The resolution enters into full spun adoption and secret ballot on Mr. Thierry Bonhomme's performance is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#29

We have the results, 902,009,050 valid votes being cast, of which 900,321,467 votes were in favor, 214,698 were against and 1,472,885 votes abstained. Therefore, Mr. Thierry Bonhomme has received approval of his performance by means of this resolution. Next in line, we will vote on Resolution 24. And the resolution reads, pursuant to Article 393.1 and Article 395 Paragraph, 2.3 of the Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following this resolved. The approval of performance by Mr. Eric Debroeck of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. Resolution enters into force upon adoption and secret ballot with respect to -- in respect to this resolution is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#30

Mr. Eric Debroeck has received approval of his performance and 902,009,050 valid votes were being cast in favor. There were 900,321,467 votes against. There were 214,698 votes and abstentions, 1,422,885 votes. Mr. Eric Debroeck has been duly discharged of his duties. Next resolution on granting approval of performance will read as follows: on granting approval of the performance of duties of the Supervisory Board member of Orange Polska S.A. from Mr. John Russell Houlden, pursuant to Article 393.1 and Article 395, Paragraph 2.3 of the Commercial Companies Code, and Paragraph 13.3 of the company's Articles of Association, the following is resolved. The approval of the performance by Mr. John Russell Houlden of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. The resolution enters into force on adoption. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#31

We have the results. Mr. John Russell Houlden has been discharged of his duties. In favor, there were 900,321,467 votes. Out of the total number of 902,009,050. Against, there were 214,698 votes and abstentions, 1,472,885. The resolution has passed. Then next, approval of performance will be for Mrs. Mari-Noelle Jego-Laveissiere. And this resolution shall read as follows: Pursuant to Article 393.1 and Article 395 Paragraph 2.3 of the Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following is resolved. The approval of the performance by Mrs. Mari-Noelle Jego-Laveissiere of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption and the secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#32

Mrs. Mari-Noelle Jego-Laveissiere has been discharged of her duties. 902,009,050 valid votes have been cast. In favor, there were 900,321,267. Against, there were 214,698 and 1,472,885 votes abstained. The resolution has been duly passed. Next in line, we will have a resolution that will read pursuant to Article 393.1 and Article 395, Paragraph 2.3 of the Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following is resolved. The approval of the performance by Professor Michal Kleiber of his duties as a member of the Orange Polska Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption and secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#33

There were a total number of votes cast, 902,009,050. In favor, there were 900,321,467 votes. Against, 214,698 votes. And abstentions, 1,472,885. That resolution has been duly passed, and the approval of performance has been duly granted. The next vote on approval of performance will be for Mr. Patrice Lambert-De Diesbach and the resolution will be pursuant to Article 393.1 and Article 395, Paragraph 2.3 of the Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following is resolved. The approval of the performance by Mr. Patrice Lambert-De Diesbach of his duties as a member of the Orange Polska S.A Supervisory Board in financial year 2020 is granted. Resolution enters into force upon adoption and the secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#34

In this vote there were 902,009,050 votes cast in favor for the approval of performance of Mr. Patrice Lambert-De Diesbach. There were 900,321,467 votes, which means that the approval's been granted. There were 214,698 votes were against and 1,472,885 votes abstained. Now we will vote on the approval of performance to Mrs. Monika Alexandra Nachyla. And the resolution shall be pursuant to Article 393.1 and Article 395, Paragraph 2.3 of the Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following is resolved. The approval of the performance by Mrs. Monika Alexandra Nachyla of her duties as member of the Orange Polska S.A. Supervisory Board in financial year 2020 is granted. The resolution enters into force upon adoption and secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#35

I announce the outcome and results of the vote. 902,009,050 votes have been cast. Those in favor were 900,321,467 votes, with 214,698 votes against and 1,472,885 votes abstaining. Hence, this resolution has been adopted in a binding manner. At this point, we proceed with vote of a resolution with the following language. Pursuant to Article 393.1 and Article 395, Paragraph 2.3 of the commercial companies code and Paragraph 13.3 of the company's Article of Association, the following is resolved. Paragraph 1, approval of the performance of duties as member of the Orange Polska Supervisory Board in financial year 2020 to Ms. Maria Paslo Wisniewska is granted. And Paragraph 2 resolution enters into force upon adoption. I announce vote, secret ballot vote. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#36

I announce that Madam Maria Paslo Wisniewska received approval since out of the total number of votes of 902,009,050 votes, 900,321,467 votes were granted for, with 214,698 votes against, and 1,472,885 votes abstaining. This resolution has been adopted. We now proceed to grant approval on performance of duties of Mr. Jean-Michel Thibaud. And hence, pursuant to Article 393.1 and Article 395.2, Paragraph 2.3 of Commercial Companies Code and Paragraph 13.3 of the company's Articles of Association, the following result -- approval and performance of duties by Jean-Michel Thibaud on performance of his duties as member of the Orange Polska Supervisory Board financial year 2020 is granted. Paragraph 2 and the resolution enters into force upon adoption. I announce secret ballot vote for this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#37

I announce now that Mr. Jean-Michel Thibaud received approval of his duties of performance with 900,321,467 votes in favor out of the total of 902,009,050 votes, with 214,698 votes against and 1,472,885 votes abstaining. This resolution has been duly adopted. And in the matter of approvals, we have just one more person to consider in a vote, in a resolution form. The person concerned shall be -- shall have a resolution as follows. Pursuant to Article 393.1 and Article 395, Paragraph 2.3 of commercial companies code and Paragraph 13.3 of the company's Articles of Association, following its result. Approval of performance by Mr. Marc, Jean-Marc Vignolles, is -- on performance of his duties as member of the Orange Polska Supervisory Board in financial year 2020 is granted. Resolution enters upon -- into force upon adoption. I announce vote in respect of this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#38

I announce that Mr. Jean-Marc Vignolles received approvals. And in favor were 900,321,467 votes were cast, out of total of 902,009,050 valid votes cast. With 214,698 votes against, and 1,472,885 votes abstaining in this case. Thereby, we've granted approval to all of the members of the Supervisory Board. And we may now consider vote on Resolution #33. This specific resolution will have the following language: This will be in respect of expression of opinion on the annual report on remuneration, annual report on remuneration prepared by Supervisory Board. And the language of that resolution is as follows: Pursuant to Paragraph 13, Clause 12 of the company's Articles of Association. Following his result, Paragraph 1, positive opinion on the annual report on remuneration prepared by Supervisory Board is expressed. This is in respect of years 2019 and 2020. And Paragraph 2, resolution enters into force upon its adoption. I announce open ballot in respect of this resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#39

Now the opinion is in line with the content of the resolution. Looking at the votes cast, it's as follows: with 902,009,050 valid votes cast altogether, with positive opinion, 775,128,073 votes were cast. But then 86,880,971 votes were cast against this opinion or resolution. With 40 million abstaining votes in this case. Nonetheless, if we compare these relatively high numbers, we understand or conclude that simple majority in favor of this opinion, even with consideration of all of the votes against is such that the simple majority has been achieved and hence, the resolution has been adopted. I now would inform you that we move to the next important point of the agenda, which will lead to adoption of a number of resolutions. This concerns changes in the composition of the Supervisory Board. I would inform you, as of today, the... [Audio Gap] Being submitted their resignation. This was a resignation, Eric Debroeck, with it, comes with -- coming into force as of this AGM of today's, and that is clearly one of the reasons why we need to fill the positions of the Supervisory Board at this general meeting. The shareholder of Orange Polska S.A. intends to submit candidacies of 7... [Audio Gap] Ask that these 7 member -- potential members be submitted as candidates for the seats to be filled, the 7 seats to be filled in the Supervisory Board. Ladies and gentlemen, though these candidates have been submitted by Orange S.A., have been submitted to myself, but I just wish to ensure myself that these are official. And I am now ensured that these are official. And hence, Orange S.A. has submitted the candidacy of the following persons: Mr. Philippe Beguin; Ms. Bénédicte David; Mr. Ramon Fernandez; Ms. Mari-Noelle Jego-Laveissiere; Ms. Maria Paslo Wisniewska, as an independent candidate; and Ms. Wioletta Rosolowska as an independent candidate; and Mr. Jean-Marc Vignolles, which numbers 7, which does not necessarily mean that this is a closed set. If there are any other suggestion of candidacies, I would ask the represented shareholders to submit such candidacies to the list. No one has done so. And hence, we are limited to this group of 7 persons. As submitted by Orange S.A., the joint stock company, and looking -- we -- the resumes of these candidates has been published on the -- in an announcement of 7th of May of current year and have been also printed out in the material submitted to the shareholders. And I also have the names and resumes of these persons, and I will dispense with familiarizing you with these candidacies. No one is against, and hence, another formal element or a step which we need to fulfill. I have now 7 agreements coming from these candidates. In other words, from all of the candidates. They are ready to stand for these positions. And we now need to proceed with formal approval of these persons to membership in the Supervisory Board. I would add that each and every candidate shall be voted in a secret ballot. We have now entered a stage of the agenda where we are considering Resolution #34 and further of the GSM. I will proceed with these in alphabetical order. Pursuant to Article 385 of the Commercial Companies Code and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Mrs.(sic) [ Mr. ] Philippe Beguin is appointed to the Orange Polska S.A. Supervisory Board and the resolution enters into force upon adoption and let's have a secret ballot on the resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#40

Let me inform that Mr. Philippe Beguin has received a number of valid votes that qualifies him to be a member of the Supervisory Board. 902,009,050 valid votes are being cast in favor, where 696,050,022. Votes against there were 109,394,093 and 96,564,935 votes abstained. And that indicates that Mr. Philippe Beguin has been duly appointed as member of the Supervisory Board. The next vote will be on the candidacy of Mrs. Bénédicte David. Pursuant to Article 385 of the Commercial Companies Code and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Mrs. Bénédicte David is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon adoption. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#41

Mrs. Bénédicte David has been appointed as member of the Supervisory Board. 902,009,050 valid votes have been cast. In favor, there was 696,050,022. Against there were 109,394,093. And abstentions, 96,564,935. The resolution is passed by a simple majority of votes. The next resolution, Resolution #36, will be on the appointment as Supervisory Board member of Mr. Ramon Fernandez. And the resolution shall read pursuant to Article 385, the Commercial Companies Code, and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Mr. Ramon Fernandez is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon adoption. I rule a test -- a secret ballot on the resolution. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#42

Here are the results. 902,009,050 valid votes being cast. In favor of Mr. Ramon Fernandez's membership of the Supervisory Board, were 696,050,022 votes against. 109,394,093, simple majority has been secured, and 96,564,935 votes abstained. Hence the resolution is duly passed. The next appointment into the Supervisory Board membership will be on Mrs. Mari-Noelle Jego-Laveissiere. And the resolution reads as follows: Pursuant to Article 395 of the Commercial Companies Code and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Ms. Mari-Noelle Jego-Laveissiere is appointed to the Orange Polska as a Supervisory Board. The resolution enters into force upon adoption. The secret ballot is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#43

Mrs. Mari-Noelle Jego-Laveissiere has been approved as member of the Supervisory Board of Orange Polska, with 902,009,050 valid votes cast, of which 695,504,039 votes being in favor. Against, there were 109,940,076, and 96,564,935 votes abstained. The resolution has passed and the appointment or election for that matter, has been effective on this nomination or appointment, for that matter. [Audio Gap] let me announce the results of the vote. 902,009,050 valid votes are being cast. In favor of Ms. Maria Paslo Wisniewska's membership of the Supervisory Board. 695,706,329 votes said yes. 109,737,786 votes were nays, and 96,564,935 votes abstained. The next vote that we're up for is the appointment into the Orange Polska Supervisory Board of Ms. Wioletta Rosolowska. The language of the resolution is as follows: pursuant to Article 395 of the Commercial Companies Code and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Ms. Wioletta Rosolowska is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon adoption. I move that we have a secret ballot on this appointment. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#44

Let me announce the results. 902,009,050 valid votes are being cast. In favor of appointing Ms. Wioletta Rosolowska into the Supervisory Board there was 736,050,022 votes. Against, there were 109,394,093, which suggests that the appointment is fully effective. Abstentions, 56,564,935. Resolution has been duly passed. The next vote is on the appointment of Mr. Jean-Marc Vignolles. Pursuant to Article 385 of the Commercial Companies Code and Paragraph 13.9 of the company's Articles of Association, the following is resolved. Mr. Jean-Marc Vignolles is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon adoption, and the secret ballot on this appointment is on now. [Voting]

Jacek Krauss;Chairman of the Annual General Meeting

attendee
#45

I now announce the results of this vote, with 902,009,050 votes, effective votes cast. Those votes cast in favor were 684,139,008 votes, with 121,305,107 votes cast against the resolution, and 96,564,935 votes abstained, which means that Mr. Jean-Marc Vignolles has effectively been appointed member of the Supervisory Board of Orange Polska S.A. To all those who have been appointed, I extend my congratulations and inform all those assembled that we have exhausted the list of -- this list of candidates. At this point, there is nothing more for me to do, except announce the conclusion of this General Annual Meeting today. Thank you very much for that. [Portions of this transcript that are in English were spoken by an interpreter present on the live call.]

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