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

Distinguished ladies and gentlemen, I understand that 11:04 is on our clocks, which means we are on time. And hence, I can welcome all of you at the Annual General Meeting, Ordinary General meeting, which has been called by resolution of the management board of 2nd June of 2023. It was published on the website of Orange Polska and published on the same date of the 2nd of June, of the paragraph 399 of the Commercial Companies Code. I hereby convene this meeting and as far as I understand all of the proceedings are being broadcast on live through the website and with other electronic media. I will now invite Notary Republic [Technical Difficulty] and proceed with selection appointment of the Chairman of the Annual General Meeting. I will -- before that, we proceed -- before we proceed, I ask the technical support to provide us with the notification about how to proceed with the voting system. All you have received tablets. The actual act of voting will be very simple. The title of that vote will be appeared and 3 options. Choose one, you will be then led to another window and you will need to confirm your decision. You need to confirm it. And should it happen that in the first step, you chose the wrong point, you can go back and choose. But then in the second voting or correcting voting, you will no longer be able to change that anymore. All the shareholders have been notified about the way this works. So everyone is prepared for this. Should you need technical support, please call us and we will proceed with support. Any questions about proceedings, please submit that and we will be confirming the votes and your presence. After this instruction, I ask you to provide us with candidacies to the position of the chair of Annual General Meeting. Hopefully, we will have candidates. Otherwise, I will be the one proposing, nominating the chair of this meeting. Do we have any candidates by shareholders, please? Yes, we do have an Orange's shareholder remotely and proposes Jacek Krauss to that position. This can include all of the persons that are -- that have the right to participate in the meeting. So we have that candidacy. Is there anyone else who would like to submit candidacy? No other proposals from the Internet. So we have a single candidacy of Mr. Jacek Krauss. Will Mr. Jacek Krauss accept that?

I do.

And thank you very much for this positive the response. Hence, the next question being since we have a single candidacy, is there any dissenting voices against that candidacy present here in the room or outside remotely accessing and participating. Please confirm. Excellent. Hence and based on Paragraph 3, point 3 of the meeting rules and regulations, Mr. Jacek Krauss has been chosen and nominated to the position of the Annual General Meeting and ask him to proceed with leading the meeting. Thank you.

Welcome, everyone, and thank you for no objection to my candidacy. Now looking at the technicalities of what we need to do so that the general meeting can operate effectively. Firstly, I need to establish the capability to adopt resolutions and check attendance list, and that takes time. So bear with me. Thank you. Just signed the attendance list. And in line with the requirements, I have signed that list. This will be laid out in the course of the entire meeting in order to register any changes in attendance and presence. In other words, anyone entering or leaving the meeting will be duly registered. Total of shares of Orange is 1,000,320,479, which would represent 100% of shares. Currently, we have 1,029,279,776 shares, which represents 78% of the equity of the company. This is a huge number. We, to the extent this would be beyond our comprehension. And the same. So confirming this is -- this number of shares equivalent to a number of votes having tracked the attendance list and correctness of validity of establishment. I can state that this meeting is capable to proceed with the agenda and to adopt resolutions. I would only point to the fact that this meeting was convened with the agenda, which we will not vote on. But it includes opening of the meeting, election of the chair, establishment of validity and capability of that meeting to adopt resolutions and then review of stand-alone financial statements of Orange Polska, then motion on distributor of Orange Polska profit and report of the Management Board, report of Supervisory Board of Orange Polska of 2022 and distribution -- management Board on distribution of undivided profit. And following from that, following resolutions will be adopted on for the stand-alone financial statements for 2022. And then the capital group, the same for the capital group consolidated financial statements. In other words, the entire package of resolutions will refer to the financial standing of the company. The next -- following point of the agenda under the resolution is to grant approval to members of the respective bodies -- governing bodies of Orange Polska which includes management Board and Supervisory Board members. As a separate item, we will have the approval on performance of the duties of the TelTech governing body, which has been consolidated with this. Following from that expression of opinion on annual report on remuneration prepared by Supervisory Board, and then adoption of amended remuneration policy of the management Board members and Supervisory Board members and changing the rules on remuneration of members of Supervisory Board. And finally, a resolution relating to changes in the Supervisory Board members, which literally means adding members to that body. And final important point, closing of the meeting. Please note that the number of resolutions we need to adopt is a total of 44. So that's not a negligible number. Let us proceed then. 2.4 of our agenda, which includes consideration and review of the financial statements of Orange Polska. I would now invite the President of the Board to present us with initial words before we adopt resolutions.

Good morning, everyone. Good morning, shareholders. 2022 was the second year of our .Grow strategy, and I would like today to update you as this is a middle point for us in the execution of our strategic plan. Despite very turbulent environment related to the war in Ukraine, energy crisis and inflation, our performance was strong and we met our objective. We made meaningful progress in all our strategic pillar, and I would like to highlight some of them according our framework. Starting with our core business, the yellow part on the slide. Our performance was excellent in retail and wholesale market. Looking at the blue part about new opportunity, we have made significant progress on our ICT business line, which grew by more than 25% year-on-year. In this area, we see some promising growth in our Smart City services, IoT solution that, as you know, are enhancing the quality of life of local communities and support more efficient resources management. On the third pillar, becoming more digital. For us, it's key and this is all in our transformation plan. We have made significant progress when it comes to selling online digital to our customer. In 2022, more than 20% of our sales were done online. And as well, more than half of our customer base are using self-service to solve their issue online. Similarly, which we continue to change as a company. We have boosted digital transformation on many front. We need to be ready to meet our future challenges. And on our last pillar, very important one around responsibility. I'm pleased to share with you some of our results. The first one -- as you remember, and it is an ongoing effort we are doing to support the Ukraine situation, the war in Ukraine and all our direct and indirect support that we have done with our group locally, but as well the engagement of our employees. And the second one is on our green transformation and the reduction of carbon emission. Last year, we have been able to reduce by 14% our carbon emission. So I would resume 2022 as difficult year from, I will say, market but as well economical. And as we know, in our border, the war that has put a lot of pressure on our business, especially on energy when it comes to our cost. And I would like here to thank all the Orange employees. Going on the next slide, just to zoom further on our engine of growth that we have defined in our strategic plan. So as you see on the left side, it consists of 3 engines: B2C consumer, B2B and as well our wholesales activity. I remind you as well that the wholesales activity was clearly a new opening for us when we started .Grow. And as you see on this slide, we see good traction on this new engine. B2C and B2B has been always, I will say, part of our business. So talking a bit more detail on each of them. But before that, I want as well to highlight that for us is very important, those 3 engines because it allows us to be a bit more diversified not only relying on retail demand, B2C or B2B, but as well on the wholesale market that we know is growing in Poland. So B2C is, as you know, our focus is convergence. So this is where we have an advantage on the market, thanks to our infrastructure, both fixed and mobile and this is as well in the current context, focus on value and as well our strategy more for more that we have started already many years ago, but we have accelerated due to the inflation context. We can say that we are pleased with our commercial results on the B2C in 2022. On B2B, it has been a story that we started even before .Grow but in .One where we have done inorganic move on the ICT market. And now we see that they were the correct move as we have a very strong traction in a market that overall is growing. There is more and more, as you know, need of digitalization for our customer, and this is even accelerating now with all this generative AI topic. And on the last one that I commented, the wholesales. So for us, it's very important as it is a way to monetize our assets, both the mobile and the fixed and within .Grow our major move, you remember, was in 2021 with the creation of the FiberCo. And as you see on this slide, we are delivering strong growth, thanks to our wholesales activity. Now let me hand over to Jacek.

Thank you, Julien. Thank you very much talking about the results. It is my pleasure to tell you that our performance for the last year was strong across all the KPIs and that we reached our annual targets on the revenue side, on the profit side and on return of capital engaged. At the same time, we maintained strong cash flow and secure balance sheet. In fact, compared to the guidance to the forecast, for 2022 in certain areas of the forecast, we managed to outperform the target set for the year. And I'm particularly pleased with the EBITDA ratio, which went up 4% year-on-year, which was a bit better than we guided for in the beginning of the year. So there was a solid EBITDA growth despite the PLN 200 million growth in expenses due to huge increase of energy prices. So we've been very disciplined in performing our CapEx. And the CapEx ratio was in the low band as referred to our initial guidance. So that shows that year after year, we are more and more progressive in how we allocate our capital for investment for CapEx and what returns we actually make. So revenue growth and CapEx discipline made it possible to generate return on capital employed. And this ratio is something we monitor very closely because this creates value for shareholders. Now 2022 saw the middle of the road of our Orange .Grow strategy. It is a good idea to take a look at the implementation of our strategy, our financial targets after the first 2 years of the strategy's execution. As you know, the strategy provides for the growth in revenue, which should be translated through high operational leverage into EBITDA growth and our guidance there was a single digit EBITDA growth in our strategic plan, which is 2021 to '24. And then while maintaining CapEx at a stable level, our strategic assumption was to create cash generation and generate more profit on engaged or employed capital, keeping our balance sheet secure too. So after the first 2 years, we can demonstrate we are achieving exactly what we committed ourselves to in our strategy. Now EBITDA growth is a little higher than our initial forecast. Our CapEx is in the lower band of our expectations. And therefore, our return on capital employed went up 4x compared to the time when the strategy was being started. So the balance sheet is very, very safe, and we are on a strong path to reach all our medium-term strategy goals. And we look very confidently into the future into the next 2 years of the Orange .Grow strategy. Now moving on to 2023. Let's take a look at our expectations at our guidance for 2023. Briefly, the objectives for this year are in line with our medium-term strategy. The key challenge, of course, is that of inflation, which is unexpectedly high and [indiscernible] operating expenses and this needs to be addressed. So despite this challenge, despite the inflation, we intend to meet our strategic growth objectives. Now we can see the demand for our services on a stable high level [Technical Difficulty] because our services are indispensable for our clients. We expect further growth in basic telecom services because these are extremely profitable for -- extremely important for our profitability, ICT as well as high demand for wholesale services and infrastructure. We expect revenue growth in 2023 on the level of single-digit growth -- low single-digit growth. Now EBITDA will benefit from a profitable growth in revenue. So this is our key leverage at the moment, which bears on our profitability. Now in addition to our focus on value, we continue our efforts to optimize the cost side. So all in all, if you look at revenue growth, profitability as well as the challenges that are only evident given the high inflation rate at the moment. What we expect for 2023 is EBITDA flat growth, low single digit. This was our guidance from December, we can confirm that this target remains in place. Now in terms of CapEx. We expect eCapEx to be PLN 1.5 billion to PLN 1.7 billion, that's CapEx. Of course, eCapEx does not comprise the expenditures related to the purchase of 5G bandwidth, this is still ahead of us. So what we can see in the financial objective will tell us this is going to be another year of our growth strategy, and we are on our right track to meet the ambition of our medium-term plan, which really makes us confident about our dividend recommendation. As I mentioned a moment ago, we are on the right track to achieve our strategic objectives. And therefore, it is my great pleasure to be able to share the benefit of this growth with our shareholders. So what we recommend to the general assembly is the payout of PLN 0.35 per share paid out on the revenues of the 2022 paid out in 2023. So this means that the PLN 0.35 becomes our key value to be expected in the future. Now this means a 40% increase in dividend compared to the one paid out last year. And this really demonstrates our strong conviction. If not, certitude that the Orange Polska basis for profitability for ongoing profitability. Other strong, and we are certainly able to enforce our strategy. And this is exactly the point in time where the growth generated by the company can be shared and is to be shared with the shareholders. This really concludes my presentation, and we are ready to take your questions.

Well, thank you very much for the presentation of the results. Let me put the question to you. Are there any questions to the Management Board concerning the presentation? I cannot see or hear any. Then the next point, a natural transition would be to open up a discussion. I understand the presentation of the results was so convincing that it's somewhat intimidated those who wanted to offer an argument. Thank you very much again. Thank you for the presentation. So which means that we, as the general assembly are now moving to making resolutions. So more and more pieces of our financial puzzle. In a moment, we'll pass on to voting on the approval of the Orange Polska S.A. financial statements for 2022 based on international financial standards, IFRS. On the basis of Article 53 clause 1 of the Accounting Act and Article 393 Item 1 of the Commercial Companies Code as well as Para 13 Item 1 of the Orange Polska Articles of Association, the following resolution is adopted. The Annual General Meeting approves the Orange Polska S.A. financial statements for 2022 according to IFRS, which include: income statement for 2022, showing net income of PLN 757 million; statement of comprehensive income for 2022, showing total comprehensive income of PLN 1.123 billion; statement of financial position as of 31st of December 2022, with a balance sheet total of PLN 25.279 billion; statement of changes in equity for 2022, showing an increase in equity by PLN 696 million; statement of cash flows for 2022, showing an increase in cash and cash equivalents by PLN 29 million; notes to the financial statements. The resolution comes into force on the day of its adoption. Therefore, let me ordain a vote on this resolution as read. Let me present to you the results, 1,029,279,676 valid votes cast, of which in favor were 1,027,145,416 votes. There were no votes against. Abstaining votes 2,134,360 votes, which obviously means that the vote that the resolution has been made. Thank you very much for this vote. We are now moving on to the next item of this point -- this agenda point, which is the resolution on distribution of Orange Polska S.A. profit. On the basis of Article 395 Para 2 Item 2 of the Commercial Companies Code and Para 13 Clause 2 of the Orange Polska Articles of Association, the following resolution is hereby adopted. The net income of Orange Polska S.A. for the 2022 financial year of PLN 656,729,492 shall be divided in the following manner. For the dividend, PLN 159,325,117.65. The amount of dividend shall be PLN 0.35 for each entitled share. Now to the reserve capital referred to in Para 30 Clause 3 of the Articles 15,134,589 groszy, which is the statutory 2% of profit, which goes to the reserve capital. And to the other reserve capital, PLN 282,269,785. The persons being the company's shareholders on the July 12, 2023, which is the dividend date shall be entitled to the dividend. The dividend should be paid on the 20th of July 2023 and the amounts allocated to the reserve capital, which I mentioned in Para 1 point 3 may be distributed as a dividend, so out of the reserve capital. The resolution comes into force on the day of its adoption. I will not ask for Q&A. We will immediately move on to the ballot. So as we open the ballot on the resolution -- on the distribution of profit as read. [Voting]

We have completed our voting. The total number of shares voting has not changed. And in favor of this resolution on the allocation of profit, we have 1,027,291,352 votes. No votes against. Whereas the abstaining were 1,998,424 votes. Thank you very much. We may now proceed with voting, and I will read first, of course, the draft. This will be next resolution. Resolution #4. This is the resolution on the distribution of undivided profits and covering of uncovered losses of Orange Polska S.A. On the basis of Article 395 Paragraph 2, Item 2 of Commercial Companies Code and Paragraph 13 Clause 2 of Orange Polska Articles of Association, following resolution is hereby adopted. In connection with the takeover in 2022 of TP TelTech Sp. z o.o. by Orange Polska in the mode of Article 492 para 1 point 1 and Article 494 para 1 of the Commercial Companies Code the following resolution is hereby adopted. One, the undivided profit amounting to PLN 10,132,894.30 shall be allocated to a reserve capital referred to in Paragraph 30 Clause 3 of Articles of Association, which stands at PLN 202,657. Next to the reserve capital in the amount of PLN 9,930,226.61. Whereas uncovered losses of previous years, amounting to PLN 46,469,743.83 shall be covered from the reserve capital. The amounts allocated to the reserve capital referred to in Para 1 point 1B, may be distributed as a dividend. The resolution comes into force on the date of its adoption. I understand there are no doubts or questions referring to the language of the resolution. I, hence, may proceed and announce voting on this resolution language. [Voting]

We have the outcome of the votes now. The unchanged number of shares represented of 1,029,279,776. And in favor, we have 1,027,291,352 votes cast. Votes against were not cast and the abstaining votes numbered 1,988,424 votes. So this resolution has been adopted duly. Thank you very much. We can proceed to vote on the next resolution. And this is an approval of the Management Board's report on activity of Orange Polska Group and Orange Polska S.A. in the financial year of 2022. As I said, Orange Polska Group as well as the Orange Polska S.A. Now on the basis of Article 63c Clause 4 of the Accountancy Act and Article 395 para 5 of the Commercial Companies Code, the following resolution is hereby adopted. The Annual General Meeting approves the Management Board's report on activity of the Orange Polska Group and Orange Polska S.A. in the financial year 2022. The resolution comes into force on the day of its adoption, I hereby announce voting on this very resolution. [Voting]

Now we have unchanged number of valid votes and shares represented 1,029,279,776 shares. In favor, we have 1,027,145,416 in favor. No votes against. And abstaining votes are 2,134,360. Thank you very much. This resolution has been adopted. The following resolution for us to vote on is as follows. This is an approval of the Orange Polska Group IFRS consolidated financial statements for the year 2022. On the basis of Article 63c Clause 4 of the Accountancy Act and Article 395 Paragraph 5 of the Commercial Companies Code, the following resolution is adopted. The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2022 which include: one, consolidated income statement for 2022 showing net income of PLN 724 million, including net income attributable to owners of Orange Polska S.A. of PLN 724 million; two, consolidated statement of comprehensive income for 2022, showing total comprehensive income of PLN 1.174 billion, including total comprehensive income attributable to owners of Orange Polska of PLN 1.174 billion; three, consolidated statement of financial position as at 31st December 2022, with the balance sheet total of PLN 26.766 billion; four, consolidated statement of changes in equity for 2022, showing an increase in total equity by PLN 842 million, including an increase in equity attributable to owners of Orange Polska S.A. by PLN 842 million; five, consolidated statement of cash flows for 2022, showing an increase in the cash and cash equivalents by PLN 91 million; six, notes to the consolidated financial statements. And this resolution, if you should adopt it, shall come into force on the day of its adoption. I announce voting on this resolution. [Voting]

I have the pleasure of now being able to share with you the outcome of this vote. Unchanged number of shares represented, we have 1,027,145,416 votes in favor, with no votes against and 2,134,360 votes abstaining. So this resolution has been adopted. We now move to vote on the next resolution. This is a very concise resolution on approval of Supervisory Board report for the 2022 financial year and the language of it reads, the Supervisory Board of Orange Polska report for the 2022 financial year is approved. The resolution enters into force upon its adoption. That is the language. I announce the vote on this resolution. [Voting]

We have the results of the vote, unaltered number of shares and votes representing those votes. In favor, we have 1,027,145,416 votes. Against, we have no votes and abstaining votes number 2,134,360. So this resolution has been adopted. From these more general matters, we move to personal matters. The transition boils down to granting approvals on performance of their duties to individual members of the firstly management board subsequently Supervisory Board. So firstly, we will proceed with a vote on resolution, granting approval and performance of duties of the President of the Orange Polska Management Board. The language is the approval to the performance by Mr. Julien Ducarroz of his duties as the President of the Orange Polska Management Board in financial year 2022 is granted. Resolution enters into force upon adoption. And this, I add that this is a secret ballot, and we may now proceed to vote on this resolution. [Voting]

Here, we have the pleasure of reading out the results of this vote. Out of 1,029,279, 776 votes, in favor of granting approval to Mr. Julien Ducarroz, we have 1,000,422,250, against -- number of votes against are 26,302,877 and the abstaining votes numbered, 2,554,649. In conclusion, I may state that this resolution was adopted and the approval has been granted. Thank you. When we go to the next resolution, and that is granting approval of the performance of duties to the Vice President, Jolanta Barbara Dudek. The resolution will read as follows: Jolanta Barbara Dudek receives the approval of the performance of duties as Vice President of Orange Polska S.A. Management Board in 2022. This is a secret ballot. The ballet is now open. [Voting]

Now in favor of granting approval to Madam Barbara Dudek were 1,000,422,250, against were 26,302,877. Abstaining votes 2,554,649. So the resolution has been made. Thank you. We're now moving on to the ballot on the resolution on granting approval of the performance of duties of Vice President and member of the Board of Madam Bozena Katarzyna Lesniewska. Bozena Katarzyna Lesniewska receives the approval of the performance of duties as Vice Chairman and member of the Board of Orange Polska S.A. Management Board in 2022. It is a secret ballot. [Voting]

With the same number of votes and shares in favor of granting their approval to Bozena Katarzyna Lesniewska were 1,000,422,250 votes. Against were 26,302,877 votes. Abstaining 2,554,649 votes, which means that the resolution has been duly made. Thank you. We are now going to pass on to the vote on granting approval of the performance of duties of Witold Ryszard Drozdz, member of the Management Board. The resolution reads as follows, the approval of the performance by Mr. Witold Ryszard Drozdz of his duties as member of the Orange Polska S.A. Management Board in financial year 2022 is granted. It is a secret ballot. [Voting]

Of the number of votes being the same, in favor of granting approval to Mr. Witold Ryszard Drozdz were 1,000,422,250 votes, against were 26,302,877 votes and abstaining 2,554,649 votes, which means that the resolution has been made and the approval has been granted. We are now moving on to granting approval of the performance of duties to Mr. Piotr Tadeusz Jaworski, member of the Board. The resolution reads as follows: the approval of the performance by Mr. Jaworski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2022 is granted. It is a secret ballot. The ballot is open. [Voting]

The number of shares and votes is the same. In favor of granting approval were 1,000,042,250 votes, against 26,302,877 votes and abstaining were 2,554,449 votes, which means that the resolution has been made and Mr. Piotr Tadeusz Jaworski has received approval of his duties. We are now moving on to granting approval to Mr. Jacek Kowalski, member of the Board. The resolution just follows the approval of the performance by Mr. Jacek Kowalski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2022 is granted. It is a secret ballot. [Voting]

We announce the results of the ballot, the number of votes being the same and shares in favor of granting approval were 1,000,422,250 votes, against were 26,302,877 votes, abstentions 2,554,649, which means that Mr. Jacek Kowalski has received approval on the performance of his duties as a member of the Board. Thank you very much. We are moving on to another vote on granting approval of the performance of duties to Mr. Jacek Marek Kunicki, Member of the Board. Resolution reads as follow: The approval of the performance by Mr. Jacek Marek Kunicki of his duties as a member of the Orange Polska S.A. Management Board in the financial year 2022 is hereby granted. It is a secret ballot. The ballot is open. [Voting]

The number of votes is the same. In favor of granting approval were 1,000,042,250 votes, against were 26,302,877 votes, abstentions 2,554,649 votes, which means that Mr. Jacek Marek Kunicki received his approval for duties. Thank you very much for this vote. We are moving on to granting approval to Mr. Maciej Mateusz Nowohonski, member of the Board. The resolution is the approval of the performance by Mr. Maciej Mateusz Nowohonski of his duties as member of the Orange Polska S.A. Management Board in the financial year 2022 is hereby granted. It is a secret ballot. [Voting]

The number of votes is the same. In favor of granting approval to Mr. Nowohonski were 1,000,422,250 votes, against were 26,302,877 votes, abstentions 2,554,649 votes. Mr. Maciej Mateusz Nowohonski has received approval on the performance of his duties. What can I say after this brief warm up, we are moving on to a sequence of votes on approval of the performance of duties of Supervisory Board members in 2022 because the number of persons is twice -- the list is twice as long as the number of the management board members. So that's why I used the word warm up for the first round of ballots. So as first, we are going to vote on granting approval on the performance of duties of the Orange Polska S.A. Supervisory Board Chairman, Mr. Maciej Krzysztof Witucki. Here is the resolution, the approval of the performance by Mr. Maciej Krzysztof Witucki of his duties as Chairman of the Orange Polska S.A. Supervisory Board in the financial year 2022 is granted. It is a secret ballot. [Voting]

The number of votes and shares has been constant. In favor of granting approval to Mr. Witucki were 1,000,422,205 votes, against were 26,302,877 votes, abstentions 2,554,649 votes which means that Mr. Witucki has received approval on the performance of his duties. Now we may proceed to the next resolution, which relates to granting approval of performance by Mr. Ramon Fernandez, Deputy Chairman, on his duty as a member of the Supervisory Board of Orange Polska in financial year '22 is granted is the language. And I announce secret ballot. [Voting]

The number of votes, in other words, shares represented, we have 1,000, 422,250 votes in favor, 25,795,877 votes against, the resolution and abstaining votes numbering 3,061,649. Hence, Mr. Fernandez receives approval of performance of his duties. The next person we will consider in terms of granting them approvals is Marc Ricau. And the language of the resolution is approval of the performance of Mr. Marc Ricau of his duties as a member of Orange Polska Supervisory Board in financial year 2022 is granted. Resolution enters into force at point of resolution. I announce secret ballot. [Voting]

Number of votes being cast has not changed. And in favor of this resolution, we have 1,000,422,250 votes; against the resolution, we have 26,302,877 votes; and abstaining, we have 2, 554,649 votes. And hence, this is a valid vote in favor of Marc Ricau's performance of his duties. We now move to a vote on approval and granting approval to Mr. Philippe Béguin and reads as follows: the approval of the performance by Mr. Philippe Béguin of his duties as a member of Orange Polska supervisory Board in financial year 2022 is granted. I announce a secret ballot open for adoption of that resolution. [Voting]

Unchanged number of shares represented by votes and Philippe Béguin received approval with 1,422,250 votes in favor, 26,877 votes against and 2,554,649 votes abstaining. Duly adopted resolution. We now can move to vote on granting approval to Mr. Bénédicte David, Board member -- Supervisory Board member with the language as follows: approval of performance of Mr. Bénédicte David on his duties as member of the Orange Polska Supervisory Board in the financial year 2022 is granted. I announce a secret ballot on this resolution. [Voting]

Bénédicte David received approvals with 1,000,422,250 votes cast in favor, 26,302,877 votes cast against and 2,554,649 votes abstaining. We now proceed with vote granting approval to Mr. Bartosz Dobrzynski, who has performed his duties from the date of April 22, 2022. The language is approval of the performance of Mr. Bartosz Dobrzynski of his duties as member of Orange Polska Supervisory Board in financial year 2022 is granted. I now have the ballot -- announce the ballot to be open for this resolution. [Voting]

And announce the results in favor of granting to Mr. Dobrzynski. We have 1,000,422,250 votes; against, we have 26,302,877 votes and abstaining votes include -- were 2,554,649. Hence, Mr. Bartosz Dobrzynski was granted approval. We now vote on approval of Mr. John Russell Houlden in performance of his duties. The language of the resolution is as follows. The approval of the performance by Mr. John Russell Houlden of his duties as member of the Orange Polska Supervisory Board in financial year 2022 is granted. And secret ballot is hereby open. [Voting]

The number of votes has not changed, so I will not read it out again. In favor of granting approval to Mr. John Russell Houlden, we have 1,000,422,250 votes, against were 26,302,877 votes cast and abstaining votes were 2,552,649. This resolution has been adopted. We may now vote on resolution on granting approval to Madam Mari-Noëlle Jégo-Laveissière, member of the Supervisory Board. The approval on the performance by Ms. Mari-Noëlle Jégo-Laveissière is on the performance of her duties as a member of Supervisory Board of Orange Polska in the year 2022 is granted. I announce the secret ballot to be open. [Voting]

Unchanged number of votes engaging in the vote. We have 1,000,422,250 votes cast in favor of this resolution, against we have 26,302,877, the abstaining votes numbered 2,554,649. Hence, the approval has been granted to this member of the Supervisory Board. We now move to vote on granting approval on performance of duties by Professor Michal Kleiber, a member of Supervisory Board and the approval [Audio Gap] entire financial year 2022, I announce this resolution to be voted in a secret ballot. [Voting]

I can announce that Mr. Michal Kleiber has received approval on performance of his duties. And in favor, the number of votes cast numbered 1,000,422,250, against 26,302,877 votes; abstaining votes numbering 2,554,649. Hence, the resolution has been duly adopted. We proceed with resolution on granting approval to Mr. Patrice Lambert - de Diesbach. The language is the approval on the performance by Mr. Diesbach of his duties as member of Orange Polska Supervisory Board in financial year 2022 is granted. I announce the secret ballot open. [Voting]

Announcement is that in the votes cast in favor of granting approval to the work of Mr. de Diesbach numbered 1,000,422,250, the votes against numbered 26,302,877, abstaining votes numbering 2,554,649. This resolution has been adopted. Now we have approval to Ms. Monika Aleksandra Nachyla. The language being the approval of performance by Mr. Nachyla of her duties as member of Orange Polska Supervisory Board in financial year 2022 is granted. I announce the secret ballot to be open. [Voting]

In favor of granting approval to Madam Nachyla were 1,000,422,250 votes; against 26,302,877 votes; abstentions, 2,554,649 votes, which means that the approval has been granted. Thank you. We are now moving on to granting approval on the performance of duties of Dr. Maria Paslo Wisniewska. The approval of the performance by Madam Maria Paslo Wisniewska of her duties as member of the Orange Polska Supervisory Board in the financial year 2022 is granted. It is a secret ballot. [Voting]

I now conclude that Dr. Maria Paslo Wisniewska received approval, in favor were 1,000,422,250 votes, against were 26,302,877 votes and abstentions 2,554,649 votes. We are now moving on to granting approval of the performance of duties to Madam Wioletta Rosolowska member of the Board. The approval of the performance by Mrs. Wioletta Rosolowska of her duties as a member of the Orange Polska Supervisory Board in the financial year 2022 is hereby granted. It is a secret ballot. [Voting]

Well, I can announce that Mrs. Wioletta Rosolowska received her approval on the performance of her duties in favor of 1,000,422,250 votes; against were 26,302,877 votes; abstentions, 2,554,649 votes. We are now passing on to another resolution on granting approval to Mr. Jean-Michel Thibaud. The approval of performance by Mr. Jean-Michel Thibaud of his duties as member of the Orange Polska Supervisory Board in the financial year 2022 is granted. It is a secret ballot. [Voting]

I now conclude that Mr. Jean-Michel Thibaud has received approval on the performance of his duties. In favor were 1,000,422,250 votes; against, 26,302,877 votes; abstentions, 2,554,649 votes. We are now moving on to another vote on the resolution to grant approval on the performance of duties. The approval of the performance by Mr. Jean-Marc Vignolles of his duties as a member of the Orange Polska Supervisory Board in financial year 2022 is hereby granted, it is a secret ballot. [Voting]

Mr. Jean-Marc Vignolles received approval on the performance of duties. In favor were 1,000,422,250 votes; against, 26,302,877 votes; and abstentions, 2,554,649 votes. Well, thank you very much. We have thus concluded the approvals of the Supervisory Board members. But because we are doing so well, I thought we will continue granting approvals to more persons who include the members of Teltech Polska bodies and the performance of the duties for the year 2022 because there was a merger of the 2 operations. So as first, we're going to -- we will vote on the Management Board's members. The resolution reads as follows. The approval of the performance by Mr. Dariusz Kowalczyk-Tomerski of his duties as President of the Telekomunikacja Polska Teltech Limited Liability of his duties in the financial year of 2022 is granted. It is a secret ballot. [Voting]

The approval has been granted to Mr. Kowalczyk-Tomerski. In favor were 1,015,719,972 votes, against were 11,005,155 votes; abstentions, 2,554,649 votes. We are moving on to another resolution on approval to be granted to Vice President of Management Board in 2022, that's TP Teltech. The resolution reads as follows. The approval of the performance by Mr. Leszek Lis of his duties as Vice President, Member of the Board of Teltech Limited Liability in the financial year 2022 is hereby granted. It is a secret ballot. [Voting]

Mr. Leszek Lis received approval. In favor were 1,015, 719,972 votes; against 11,005,155 votes; abstentions 2,554,649. We are now moving on to another resolution on granting the approval on the performance of duties to Mr. Michal Wójtowicz as member of the Management Board in TP Teltech Limited Liability in the financial year 2022. It is a secret ballot. [Voting]

I now conclude that Mr. Michal Wójtowicz did receive approval on the performance of his duties; [Audio Gap] [ 1,015, 719,972 ]; against 11,005,155; abstentions, 2,554,649 votes. We're continuing the same vein. We are now going to vote on the resolution on granting approval on the performance of duties of Mr. Piotr Jaworski as Chairman of the Supervisory Board of TP Teltech Limited Liability in the financial year 2022. [Audio Gap]. [Voting]

Mr. Piotr Jaworski Chairman of the Supervisory Board, TP Teltech received approval. In favor were 1,015,719,972 votes; against were 11,005,155 votes; abstentions, 2,554,649 votes. We are now moving on to voting on the resolution on granting approval to Mr. Slawomir Chmielewski as Supervisory Board member of TP Teltech in 2022. It is a secret ballot. [Voting]

Mr. Slawomir Chmielewski received approval on the performance of his duties as a Supervisory Board member in TP Teltech. In favor, 1,015,719,972 votes; against 11,005,155 votes; abstentions, 2,554,649 votes. We are moving on to another resolution on granting approval [Audio Gap] as a member of Supervisory Board member in Teltech by Mr. Jerzy Drozd although he served this capacity until January 31, 2022, it is a secret ballot. [Voting]

The results have come. And Mr. Jerzy Drozd has received approval performance of his duties with 1,015,719,972 votes for; 11,005,155 votes against; and 2,554,649 votes abstaining. Resolution has been duly adopted. We proceed with voting on granting approvals in performance of his duties of TP Teltech Sp. z o.o. in the 2022 financial year to member of the Supervisory Board, Mr. Jerzy Iwaszkiewicz and this is a secret ballot again. [Voting]

Announce that Mr. Jerzy Iwaszkiewicz received approval on performance of his duties as member of the Supervisory Board of Teltech. And he chaired until July 27, 2022. In favor, we have 1,015,719,927; against, we have 11,005,155 votes; abstentions numbering 2,554,649. Now we will vote on the resolution granting approval and performance of duties by Mr. Jacek Kunicki, as member of Supervisory Board TP Teltech Sp. z o.o. And I announce a secret ballot on this resolution again. [Voting]

I now announce that Mr. Jacek Kunicki received approvals in performance of his duties with 1,015,719,922 votes cast in favor; 11,005,155 votes against; and 2,554,649 votes abstaining. And hence, this approval has been granted. We now can move to another point of the agenda. Specifically, this relates to expression of an opinion, a resolution. And language of the resolution would be as follows: a positive opinion on the annual report on remuneration of the members of the Management Board and Supervisory Board of Orange Polska S.A. in 2022 prepared by the Supervisory Board is expressed. Are there any questions respecting this specific set of issues. There are no questions, and I note, hence, I propose we vote on this resolution. Once again, a positive opinion on the annual report on remuneration of the members of the Management Board and Supervisory Board of Orange Polska S.A. in 2022, prepared by the Supervisory Board as is expressed. This resolution enters into force upon adoption and this is an open ballot. I announce opening of that ballot. [Voting]

This resolution has been adopted. Unchanged number of shares represented by votes engaging. In favor, we have 866,690,520 votes; with votes against numbering 160,600,832 votes. With abstaining votes being 1,988,424. Hence, the resolution expressing positive opinion on this report has been adopted. We now proceed with vote -- with voting. Another resolution. I need to add that this resolution requires clarification to some extent. The subject matter of this resolution shall be to our amended resolution -- remuneration policy of members of Supervisory Board and Management Board, which constitutes an attachment to this resolution. It is known to you. It actually includes changes that refer exclusively to point number X that specific passage has the following rationale, changes in the remuneration of Management Board and Supervisory Board members relates to possibility of the company -- possibility demanding return of funds to the company, clawback provision, which shall be defined in separate documents. The current language is as follows: after payment to a given member of the variable remuneration component in the amount corresponding to the degree of the implementation of this member of the objective, the company's internal regulations do not provide for any case in which the remuneration paid should be reimbursed in particular, member of the management board is not obliged to reimburse this component in the case of the calculation of variable remuneration component on the basis of incorrect data obtained from the market or another source, irrespective of the cause of the error, and b, payments on account of annual objectives after the expiry of the first half of the year, if objectives of the entire year are not fulfilled to the degree sufficient to obtain the variable remuneration component paid after the expiry of the first half of the year. Now the proposed text. This -- the proposed text changes that language and shall be actually, we will be voting on resolution that includes all of the remuneration policy, inclusive of that text -- changed text, which reads after the payment to a given member of the management board of the variable remuneration component in the amount corresponding to the degree of the implementation of this member of the objectives in certain situations and within times defined in employment contracts and in relation to delegated members in other appropriate documents, variable remuneration page should be reimbursed in whole or in part, in particular, Member of the Management Board is obliged to reimburse that component. In the case of payments on account of annual objectives after the expiry of the first half of the year, if objectives of the entire year are not fulfilled to degree sufficient to obtain the variable remuneration component paid after the expiry of the first half of the year. And so in some cases, of material errors in the calculation of variable remuneration components, including those resulting from incorrect source of data. Hence, we are voting on this entire text of the remuneration policy, including that proposed change amendment. And hence, the Annual General Meeting of Orange Polska adopts the amended resolution policy for members of the Management Board and Supervisory Board of Orange Polska, which constitutes amendment to this resolution. Two, resolution #2 of the Extraordinary General Meeting of Orange Polska dated August 27, 2020 on adoption of remuneration policy for members of Management Board and Supervisory Board of Orange Polska is hereby repealed. Are there any questions relating to the language of this resolution? If not, we remain to -- what remains for us to proceed to do is to vote on the resolution as such. [Voting]

I announce that this resolution has been adopted. The same number of votes taking part in the voting. We have 867,220,026 votes in favor; 160,066,326 votes against and abstentions numbered 1,998,426 votes. Hence, this resolution is being -- has been adopted. We now move to vote on another resolution of AGM, which has a relatively expanded, extended -- extensive language, which I'm required to read to you. The language is as follows. Pursuant to Paragraph 23 Class 7 of the company's Articles Association the following is resolved. And this relates to remuneration of members of Supervisory Board. Amount of monthly remuneration for members of the Supervisory Board shall be for Chair of the Supervisory Board, PLN 38,350; for the Deputy Chairman and Secretary of the Supervisory Board, PLN 28,765; for the other members of the Supervisory Board, PLN 11,985. The persons referred to above, which in Paragraph 1, [ to ] Paragraph 3 shall be entitled to remuneration regardless of the number of meetings held in a given month. Paragraph III, the persons referred to in Paragraph 1 shall be entitled to additional monthly remuneration participation of Supervisory Board's committees as members of PLN 7,190. Now Supervisory Board committee chairpersons shall be entitled to additional monthly remuneration of PLN 16,780 as an additional remuneration of Paragraph 3, 1 and Chairman of Supervisory Board Audit Committee shall be entitled to additional monthly remuneration of PLN 23,970. If a person is a member of a chair -- or a Chairman of several Supervisory Board committees at the same time shall -- such a person should not be entitled to cumulative additional remuneration, but only the highest of the additional remuneration such person is entitled to. Paragraph 4 in the event any member of Supervisory Board was appointed or removed in the course of the calendar month, the remuneration shall be calculated proportionately to the number of days of the performance of his function. Two, in case of performance or function of Chairman, Deputy Chairman, Secretary, Supervisory Board or Member of Supervisory Board Committee for a part of any calendar month, the remuneration of that part of the month shall be calculated in accordance with the relevant rate for the function performed pursuant to Paragraph I and Paragraph III. Paragraph V remuneration shall be paid at the latest to the 10th day of the following month, remuneration shall be included in the company's operational costs. Paragraph VI, Members of the Supervisory Board being at the same time, employees of Orange SA or any of its controlled affiliates as defined by International Financial Reporting Standards, shall not have the right to any remuneration whether as members of the Supervisory Board or of any Supervisory Board committees. However, they shall be entitled to a reimbursement of expenses referred to in Paragraph V. Supervisory Board members are entitled to reimbursement of expenses relating to participation in the work of the Board. Paragraph VIII, the resolution #33 of the Annual General Assembly dated 9th April 2015, on the rules of remuneration for the members of Supervisory Board shall be repealed or invalid. And 9, the resolution enters into force upon its adoption. Now justification is that this level of remuneration for Board members have been adopted in 2015 and has not been changed since that time. And the existing -- the proposed remuneration rates are 9.5% higher than the current ones. Hence, we shall proceed with the vote. If there are no questions relating to that resolution. And there are no questions seemingly, which means we proceed to submit this to a vote. [Voting]

I wish to conclude that the resolution has been made, so the change in the remuneration has been effected, in favor were 868,385,255 votes, against were 158,906,097 votes. Abstentions, 1,988,424. The resolution has thus been made. And I'm obliged to present the following information to you, on the January 14, 2023, one Person resigned from the Board and 2 other mandates expired, therefore, the company received information and announcement under 401 in the [ commercial reported ] company submitted to the company's 3 draft resolutions. The candidacies to Supervisory Board members of Orange Polska S.A. Their names were published in the current report on June 2 and are available in the materials given to the shareholders. Now the persons who have already been proposed by the shareholder of Orange Polska S.A. These are Clarisse Heriard Dubreuil, John Russell Houlden and Laurent Martinez. Now I have received the consents from the 3 persons to stand as candidates. May I ask you to propose more candidacies because this is not a closed list. Are there any proposals for candidates? Well, we cannot see any. We are going to elect the persons to the Supervisory Board in an alphabetical order. As first, well, the CVs are available on the website. Therefore, I will not read out the very rich dossier concerning each of the persons concerned. Therefore, we are going to vote. These are going to be secret ballots. Of course, first, we are going to vote on the appointment of Madam Clarisse Heriard Dubreuil to the Orange Polska S.A. Supervisory Board. This is a secret ballot. [Voting]

Clarisse Heriard Dubreuil has been appointed to the Supervisory Board because 887,042,519 votes have been cast in her favor; against 96,847,697 votes and abstentions, 45,389,560 votes. Beyond doubt, the ordinary majority has been satisfied in this case, by a vast majority. So Madam Dubreuil is now member of the Supervisory Board. Thank you. Now another vote on appointments to the Supervisory Board. The resolution reads as follows: Mr. John Russell Houlden as an independent candidate is appointed to the Orange Polska Supervisory Board for another term of office this time. This is a secret ballot. I wish to conclude that Mr. John Russell Houlden has been appointed to the Supervisory Board for another term of office. Because in favor of his appointment were 887,042,519 votes were cast; against 96,847,697 votes; and abstentions, 45,389,560 votes. The resolution has been duly made, and Mr. Houlden is a member of the Supervisory Board. We are now moving on to the appointment to the Supervisory Board. of Mr. Laurent Martinez. The resolution reads as follows: Mr. Laurent Martinez, is appointed to the Orange Polska Supervisory Board. It is a secret ballot. Well, let me conclude that Mr. Laurent Martinez has been appointed to the Supervisory Board. In favor were 887,042,519 votes; against 96,847,697 votes; and abstentions, 45,339,560 votes. The resolution has been made and Mr. Martinez is now member of the Supervisory Board. Now that we've granted approvals, we have complemented the composition of the Board. We've divided up the money. There is nothing else for me to say, but to conclude the session. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]