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

Ladies and gentlemen, it's 10:31. I'd like to welcome you at this Extraordinary General Meeting of Orange Polska S.A. It was summoned by [ 4822 ] resolution by the Management Board based on Article 398 and 399 in line with Article 402 Commercial Code of Companies and Articles of Associations. The announcement was duly placed on the website of the company, number -- current report #14 dated September 8. Therefore, based on Article 18 of our articles, I now open the proceedings of the General Meeting. This meeting is being webcast in real time. Shareholders may participate by means of electronic communications. May I ask Madam, Public Notary, and the classic item of the agenda the election of the Chairman. Before we do so, may I ask the technical colleagues to advise those participating on the voting system? All the persons authorized to vote received a tablet. You can take a look at the shares represented today. You will see the title of the vote on the screen and 3 buttons. You need to choose the one you need to -- you want to make, and then press the Confirm button. If you make a mistake, you can always go back on the second screen by pressing Return, and then choose the right decision. You can only correct your decision once. Should there be any more specific questions, I'll be happy to answer. I understand there are no further questions on site or via the net. May I ask for your candidacies for the Chairman of the general meeting? Well, I hope there will be a candidate. Otherwise, my personal agenda for today will be completely demolished. [ Mr. Rico ] suggests -- proposes Jacek Krauss as Chairman. Are there any other candidates proposed on site here or via the net? The candidates can be proposed from among those authorized to participate in the meeting. So there's one candidate, Mr. Jacek Krauss. Do you agree?

Yes, I do.

Thank you very much for your readiness to act as Chairman. Now, if there is one candidate, we can short circuit the time-consuming voting on the candidate, if there is just one. May I ask you if there is any objection to the candidacy of Mr. Jacek Krauss? It's going to be a much simpler procedure. Is there any objection to Mr. Jacek Krauss as being Chairman of the proceedings? I will wait for a second or two. I cannot see any objection. Indeed, this is a much faster procedure. You don't have to vote and print the minutes, the protocol. Therefore, I now conclude that the Chairman of the meeting -- Extraordinary Meeting today is Mr. Jacek Krauss. And I hand over the chairmanship of the meeting to the newly appointed Chairman, wishing you a very successful meeting.

Thank you very much for appointing me Chairman, I should say, for not objecting to my being nominated Chairman. Now we need to make sure if the assembly is validly convened and capable to make resolutions. Therefore, we need a few seconds to check all the formalities and sign the list of attendance. The list of attendance have just been verified and signed by me. I can now conclude that at the moment 983,906,227 shares are present, which accounts for 74.97% of the capital and reflects 993,962,227 (sic) 983,906,227 votes. Now as a matter of principle, our meeting does not require a quorum, but we can conclude the quorum is there -- is met, over 50% of participation. This is going to be needed while we vote on the merger of companies where it seems that the quorum is required. I now conclude that the list of attendance is put out for you throughout the proceedings, and changes on the list of attendance will be kept current. I now conclude that the general meeting has been convened in a valid manner and is capable to make resolutions. I also determine that this general meeting will be governed by the following agenda: opening of the meeting; election of the Chairman; statement that the meeting is valid and capable to adopt resolutions; adoption of the resolution on the merger of Orange Polska S.A. with TP TELTECH, limited liability; adoption on the resolution on amending the Articles of Association of Orange Polska S.A.; and adoption of the consolidated unified text the Articles of Association of Orange Polska; and the final item is closing of the meeting. Therefore, we move on to the key item on the agenda and that is the resolution on the merger of Orange Polska S.A. with TP TELTECH, limited liability company. Now the text is the following: the Extraordinary Meeting of Orange Polska S.A. decides to, based on Article 492(1.1) of the Commercial Code of Companies, with TP TELTECH, limited liability company, the headquarters in Lodz, Tadeusza Kosciuszki Street, Lodz, REGON number is 472919476 and [ 7251820520 ], capital PLN 49,005,000, registered in the Lodz-Srodmiescie Court, 27 Economic Division, 000056853, through -- carry over the entire assets to the acquiring company as the only acquiring party. Now, the Extraordinary Meeting decides to agree to the merger plan as agreed by the 2 entities on September 30 2022, the merger plan which together with the Annexes 1 is annexed to the protocol of the meeting. And the content with all the annexes to the merger plan, including the amendment to the Articles of Association in Annex 3 to the merger plan. The Extraordinary Meeting of the acquiring company determines and agrees that the true -- that the merger is operated according to the merger plan. In particular, the merger will take place through the transfer of all the assets of the acquired company to the acquiring company on the bases of 492(1.1) of the Commercial Code of Companies. The merger will be operated without any increase of capital and in simplified procedure under 516(5) of the Commercial Code of Companies in line with 516(6). Because the acquiring company owns 100% of the capital of the acquired company, therefore, the Articles of Association of the acquiring company will be duly amended as per Annex 3 to the merger plan. The shareholders who will not receive any rights under 493(1.5) of the Commercial Code of Companies. Members of the corporate bodies will not receive any special benefits under 499(1.6) of the Commercial Code. The resolution is effective on the date of adoption, but the amendments will become effective once registered in the court register. Now, I have a question. If there are any questions about this merger and the resolution? Are there any comments? Opening a discussion on this item. If this is not the case, we now proceed to the vote on this resolution to agree to the merger and the merger plan. Now this is an open ballot. Let me note here, we need a qualified majority of 2/3 of votes with respect to the quorum, which is 50% of the capital. The ballot is now open. [Voting]

I understand the votes have been cast. Yes, and I can read the results. 983,906,227 valid votes were cast, which accounts for 74.97% of the share capital. Now in favor were 983,906,227 votes against -- no votes against and no abstaining votes either. Therefore, the resolution has been taken with support of 100% of the capital present, which obviously makes the question on the quorum or qualified majority superfluous. The result is the very same as the result of the vote on the election of the Chairman of this meeting, so we scored success on both counts on both items. We are now moving on to a next item on the agenda, which concerns the proposed amendments to the Articles of Association of Orange Polska S.A. Now I need to make 2 or 3 preliminary comments. These amendments have been delivered to you. So on the one hand, we could decide not to read out all the changes that have been made known to you, however, these changes will be flashed on the screen for you so that you can trace them and see them clearly. Secondly, the majority of these amendments are due to the changes effected in the commercial -- the Code of Commercial Companies which will become effective on October 13 this year, which means that our changes pre-date the changes in the Commercial Code. However, in the register these will be registered after the Commercial Code changes are made effective because the entry into the registration court register is constitutive in nature. As I said, the majority of the changes is due to the changes of the Code of Commercial Companies. Some of the amendments, however, are due to the merger, which has been effected. Now all these amendments are [ in trace changes mode ]. You can see what is deleted, what is entered into the text in different colors. I think it's red and blue, to facilitate. So Para 6 is amended, as you can see on the screen, which are changes in PKD, which is the classification of business activities in Poland, and this should be clear to the voters. Now another, that's Para 17 of the articles, it's merely editorial changes. I think it is clear. Then Para 19. Now please note Item 7 and the change therein which concerns the time of office. The changes of the Commercial Code is expected to make sure that the 3-year term should coincide the duration of the mandate, and this is exactly what happens. The expiry of the mandate coincides with the 3-year term, and you will see the changes in the numbering of the consecutive points. I will not be going into that. Please note Para 20, which is due again to Article 389 of the Commercial Companies Code and the new reading of it. Well, not all the amendments in the code are needed to be reflected here, only the necessary changes. Now Para 21 is due to 389(6) of the Code of Commercial Companies, and it concerns the convening of meetings without a formal announcement. Para 22 of the articles and the new reading of it introduces the requirement of the quorum for the meetings of the Supervisory Board, and this is the significant change reflecting 389(3) of the Code of Commercial Companies in Poland. 38 -- well, this article actually enforces the changes of Item 7 of Para 22. Now 23. Para 23 implements the Commercial Code's additional requirements concerning the Supervisory Board, the motions from the Management Board, reports of the Supervisory Board itself. So these are the minimum changes imposed by the Commercial Code and its recent amendments are reflected here. Allow me to note here that the procedure will be similar for the Supervisory Board and the Management Board. Due diligence is now required under the principle of loyalty to the company and the non-disclosure requirements. 24 of the articles concerns the Management Board. The amendments proposed here should be clear to you, the term of office and the way it is calculated, and due diligence and loyalty. And these are the principles under 377(1) of the code. Now 25. Para 25 introduces the possibility of a dedicated -- dedicating individual members of the Board to be responsible for specific issues or activities. Now some points were just rephrased concerning the notifications to the Board members, remote communications measures and means available. And that's 25. And 11 is quite important. Point 11 is quite important because it reflects 380(1) of the Commercial Code and put an obligation on the management to provide to the Supervisory Board all sorts of information without additional request. Now these requirements are vested under Item 11, Para 25 of the Articles of Association reflected now in the proposed text. The changes to follow concern Para 27, 29, which is actually deleted. These amendments are merely editorial in nature. So these are the changes in the Articles of Association, in part mandated by amendments to the Commercial Companies Code. I understand you had a chance to read through these amendments and heard my explanations. Are there any questions concerning the proposed amendments? This not being the case, maybe you would like to take a position on these changes, express your view? No intention to do that. Therefore, we are dealing with changes of the Articles of Association where quorum is not required by the Commercial Code, but there is a requirement of qualified majority voting of 3/4. Therefore, I understand we will be able to garner this qualified majority. This is an open ballot on the proposed amendments to the Articles of Association of Orange Polska S.A. [Voting]

The ballot is closed, and I can see the results of the vote. 983,906,227 of votes are cast as 74.97% of the share capital. Now all these translated into the votes cast in favor, 983,906,227 of votes, which accounts for 100% of the capital represented. No votes against, no abstaining votes. Therefore, all the share capital represented here have voted in favor of the amendments to the Articles of Association of Orange Polska S.A. Thank you for the vote. We are now moving on to a next item on the agenda, which is adoption of the consolidated unified text of the Articles of Association of Orange Polska S.A. Now can you all see the unified consolidated text reflecting the amendments, which have just been passed by this meeting? I understand that there are no questions or comments to the unified text. By this being the case, it's going to be an open ballot on the adoption of the unified text of the Articles of Association of Orange Polska S.A. Here, we need an ordinary majority of votes. [Voting]

983,906,227 valid votes were cast. Same number of shares, which accounted for 74.97% of share capital. Now in favor of the consolidated text where all the votes, 983,906,227 of votes, which accounts for 100% of the capital represented here. No votes against, no abstaining votes. Today, we can see a clear and mysterious unanimity on all the points of the agenda. So our last item on the agenda is closing of the meeting, although we do not need to vote on that. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]