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

Ladies and gentlemen, with due respect for the time we have, let me welcome you at the Extraordinary General Meeting of Orange Polska. Let me invite Madam Notary Public to the head table here. We do not have with us the Head of the Supervisory Board with us today. My name is Jolanta Tropaczynska, Head of the Legal Department of Orange Polska, being authorized by the Management Board to commence the proceedings of the general meeting. Let me give you a number of items of info. The resolution of October 22 summoned this meeting. The announcement was duly on our website and included in the report on the 24th of October based on Article 18 Para 1 of the Articles of Association. I'm now convening this assembly, which is being webcast via the Internet, of course. And we are now moving on to the election of the Chairman. Before I ask you to submit your candidacies, may I ask technical colleagues to instruct us on the procedures to be followed.

Thank you very much. Very good afternoon to you. Now when you sign off the list of attendants at the reception desk, you received the tablet to be used for voting. At the moment, you can see two buttons. One is your data for your data, where you will find the number of shares you represent at this meeting. And the second button is the documents, where you'll find all the documents relevant to this general meeting. When the ballot is open, you will see the title of the vote, so that you know what you're voting on. And then you'll see decision buttons. You would choose according to your preference, of course, and the system will register your vote. Both secret and open ballots are made possible in the system. Thank you very much, and have a very fruitful debate.

Thank you. Are there any questions? May I ask you for your candidates for chairmanship of this meeting? These can be elected out of the persons authorized to participate in this meeting.

Are there any other candidates? And does Mr. Jacek Krauss agree?

Yes, I do.

Thank you. We are very happy to hear that. There has been one candidate put forward. Therefore, let me ask you if there is any opposition against that candidate. If there is no opposition against the candidate, based on 5.3 of the bylaws of this meeting, I now conclude that the Chairman of the meeting is Mr. Jacek Krauss, and I hand over the chairmanship to the appointed Chairman. Congratulations.

Okay. A very good afternoon to you. Let me greet you as Chairman of this meeting. We are now moving onto the procedure. As per the commercial company code and the bylaws, I must start by stating that this meeting is valid and capable to adopt resolutions. And for this, I need to review the list of attendants and sign it off, which will take me a minute or 2. Here, we have a set of proxies -- which only proves that the proxy holders as signed on the list of attendants represent the shareholders. You have already received the information, to the effect that the shareholders can participate through electronic means of communication. Secondly, in line with the Articles of Association, quorum is not required to confirm its validity. We have 1,090,051,857 shares, and the corresponding number of votes, which accounts for 83% of the equity. I should also tell you that during the meeting, any change on the list of attendants will be affected on a current basis with new shareholders arriving or departing from the meeting. I can, therefore, conclude that this meeting is indeed valid and is capable to make resolutions. This general meeting has been summoned with 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 amending the Articles of Association of Orange Polska S.A., adoption of the resolution -- adopting the unified text of the Articles of Association of Orange Polska S.A., changes in the Supervisory Board's composition, and closing of the meeting. And this is the agenda we are going to go by. And now, we are going to make a resolution on amending the Articles of Association of Orange Polska S.A. I would like to point out that what this is, the amendment to the Articles of Association, and therefore, there is a qualified majority of 3/4 required. So 3/4 of the votes must be in favor of the amendment. So more in favor than those against and abstaining votes. Allow me to present the resolution to be voted on under Item 4 of the agenda. And here is the content of the resolution. Resolution on amending the Articles of Association pursuant to Article 430, Para 1 of the Commercial Companies Code, and Para 13 Item 5 of the company's Articles of Association, the following is resolved. Para 1 of the Articles of Association of Orange Polska S.A. attached to the resolution #3 of the Extraordinary General Meeting of Orange Polska S.A. dated October 6, 2022, shall be amended to read as follows: 1 Para 19 Clause 4, 6 of Articles of Association is replaced by the following: four, the independent members of the Supervisory Board shall satisfy the following conditions, six, not to be or have been within the previous 3 years, A, an owner, partner, including a general partner or a shareholder of a current or former audit firm conducting an audit of a financial statement or assurance of sustainability reporting of the company or its affiliated entity, or B, member of the Supervisory Board or other supervisory or controlling body of a current or former audit firm conducting an audit of financial statements, or assurance of sustainability reporting of the company, or an employee or person belonging to senior management, including a member of the Management Board or other governing body of a current or former audit firm conducting an audit of financial statements or assurance of sustainability reporting of the company, or its affiliated entity, or D, another person whose services were used or supervised by current or former audit firm or statutory auditor acting on behalf of a current or former audit firm. Item 2, Para 23 Clause 2 of the Articles of Association is amended as follows: 2.1 Para 23 Clause 2.8 of Articles of Association is replaced by the following. Two, the powers of the Supervisory Board shall include, in particular, 8, appointing an audit firm to audit or review financial statements. 2.2, Para 23 Class 2 of the Articles of Association is amended by adding Item 9, which reads, two, the balance of the Supervisory Board shall include, in particular, 9, appointing an audit firm to audit or perform assurance of sustainability reporting. 2.3, the remaining items in Para 23 Clause 2 of the Articles of Association are renumbered accordingly, i.e., the existing items 9 to 13 are numbered 10 to 14. Para 2 of the resolution comes into force on the day of its adoption, with the effective date on the day of registration of the amendments to the articles of association by the registry court. Therefore, I now order a ballot on this text, which is an open ballot. I may also ask you if there are any questions in this regard. This is always a possibility, right, that we, therefore, open a ballot. It's an open ballot. [Voting]

I can now announce the results. In favor were 1,090,051,857 votes. There were no votes against, no abstentions either. Now this outcome releases me from the obligation to count to make sure if 3/4 threshold is met. So thank you very much for making this resolution, and we are now moving on to the next item on the agenda. Adoption of the resolution on adopting the unified text of the Articles of Association of Orange Polska S.A. -- on adopting the unified text. The following unified text of the Articles of Association is resolved. Now we are not going to read out the unified text of the Articles of Association. I think, you bear it in mind, and especially the most recent changes, amendments that have been made, so this is a clear text. So the following unified text of the Articles of Association of Orange Polska S.A. is resolved, which is available and evident to all the shareholders. Let me now open a ballot. This is an open ballot in, fact. [Voting]

Ladies and gentlemen, a major effort again. I don't think we quite needed it, but indeed it is the whole capital base which has voted for. We do not really require such a strong majority, but that's what it is. In favor were 1,090,051,857 votes. There were no votes against and no abstentions. Therefore, we made another step toward the legitimization of the new articles. Now changes on the Supervisory Board, that's our next item on the agenda. Because today at this meeting, a mandate expires of a member who had been called upon under 19 Section 8 of the company's Articles of Association. Orange S.A., in communication to Orange Polska S.A., that Orange S.A. has announced its intention to propose Mr. Etienne Vincens de Tapol as a candidate for the position of a Member of the Supervisory Board of Orange Polska S.A. So I understand that the candidate has been put forward to the Supervisory Board. In fact, I have agreement, a consent from the candidate. I also have a resume, which is also available on the website of the company, so that anyone can look into the resume. Are there any other candidates? Let me ask first. There are no other candidates for this position. Therefore, I understand that Mr. Etienne Vincens de Tapol fully dominates this particular item of the agenda. Therefore, we can pass on to the resolution on appointment of a Supervisory Board member. Etienne Vincens de Tapol is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon adoption. I now open a secret ballot. [Voting]

There is no requirement of a qualified majority, as is normally the case with personnel-related issues, there is some distribution of the votes. Let me inform you, however, that Mr. Etienne Vincens de Tapol has been appointed Member of the Supervisory Board in favor of 963,419,122 votes. Against 7,670,983 votes; abstaining 118,961,715 votes. Therefore, I can confirm that the appointment has just been made effectively. Thank you very much. And we have the saddest item on the agenda because it augurs departure of this meeting, which is closing of the meeting. Thank you very much.