Orange Polska S.A. (OPL) Earnings Call Transcript & Summary
April 17, 2025
Earnings Call Speaker Segments
Maciej Witucki
executiveLadies and gentlemen, the English interpretation is available. Welcome at the Annual General Meeting. We apologize for the little technical commotion and a short delay, which only proves that our ICT services are badly needed in every corporation and that the market is only going to grow. May I ask to the top table notary public. My name is Maciej Witucki, I am Head of the Supervisory Board of Orange Polska S.A. Now this meeting was summoned by means of the resolution of March 18, and the announcement was placed on the corporate website and published together with the current report based on the statute. We are now commencing the proceedings, which are webcast. And we have participants participating remotely via electronic means of communication. Item 1 on the agenda is the election of the Chairman. I ask technical colleagues who have been fighting with the technical glitches we had to tell us how candidates can be put forward and how the vote is going to be performed.
Unknown Executive
executiveVery good morning to you. Every person authorized to vote received a tablet. You can see how many votes you actually represent. The voting system is very straightforward. When it comes to the ballot, you will see the title, and there will be 3 decision buttons. You need to elect one, which will take you to another window. You'll see your prior decision and then you'll confirm. You need to confirm your decision, your choice. If you make a mistake, you can always use the second window level and use the button return and make correction. But after the vote is actually calculated by the system, you cannot intervene. We will be at your disposal throughout the proceedings if you need any assistance. If there are any questions at the moment, thank you very much for your attention.
Maciej Witucki
executiveMay I ask for the candidates for chairmanship of this Annual General Meeting. These may be candidates elected out of those who are eligible to participate in the meeting today. Are there any candidates, please. Let me tell you all that Mr. Jacek Krauss candidacy has just been put forward. I cannot see any other candidates. There are none. Mr. Jacek Krauss, do you agree to serve as Chairman of this meeting?
Jacek Krauss
attendeeYes, I do.
Maciej Witucki
executiveThank you very much because only one candidacy was put forward. Are there any objections to the candidate? Cannot see, cannot hear any. Therefore, based on 5.3 of our rules, I now declare that Mr. Jacek Krauss has been appointed Chairman of this Annual General Meeting. And I hand over the chairmanship to you, Mr. Krauss. Thank you.
Jacek Krauss
attendeeI will need a minute or 2 to sort out the documentation before I move on to chairing the proceedings. I will not be repeating the obvious, which is the date and the mode of announcing this meeting and the date of publication because Chairman of the Supervisory Board already did it. We are now moving on to an important item on the agenda, and that is statement that the meeting is valid and capable to adopt resolutions. Now proxies and the list of participants, I need to review the 2. Well, I signed off the list of participants. It will be placed out at the reception table throughout the meeting and the changes in share ownership will be currently noted as we move along. There are plenty potentiaries of 3 stakeholders, shareholders participating remotely. 1,081,526,589 shares are being represented. And this is the ballot value, 82.1447% of the equity, which effectively means that because of the lack of quorum, this meeting is made valid. So my conclusion is that the meeting is valid and capable of making resolutions. Well, let me tell you at the same time that this meeting has the following agenda: Opening of the meeting, then election of the Chairman. Then statement that the meeting is valid and capable to adopt resolutions, then a review of financial statements and distribution of profit, and then reports by the management, Supervisory Board report on remuneration for 2024, and then adoption of the following resolutions concerning these reports, which is Item 5 on the agenda. And passing opinion on the Supervisory Board's report concerning remuneration in 2024. This requirement has been with us for some time now because of the law on public offering. And then we will move to the adoption of resolutions on discharge and the performance of duties, both office Management Board members and Supervisory Board members. Now after this procedure is completed, we are going to vote on changes in the Supervisory Board, which are due to the fact that the mandates of 4 members have expired and there is a need to make new appointments to the Supervisory Board. And the last item on the agenda is closing of the meeting is only obvious. So this is our agenda for today, and we shall proceed accordingly. Now review of financial statements of the Orange Polska S.A., and then the Management Board's motion on distribution of profit and the Management Board's report on the activity of the Orange Polska Group and Orange Polska S.A. and the report of the Supervisory Board and then the report of the Supervisory Board on remuneration. So all these documents that we are going to be reviewing will be presented by President of the Board, who will present the performance results of the company. I hand over to you.
Liudmila Climoc
executiveGood morning, everyone. Dear shareholders, 2024 was marked by the completion of our The . Grow strategy, which we have announced in 2021. So let me please first focus on achievements of the entire strategy. In essence, this strategy was all about commercial growth, growth of revenues in convergence, mobile, fiber, wholesale, IT&IS and services and performance achieved on all these areas was excellent. First, we have significantly increased customer bases, number of services sold and also revenue per customer, ARPU. And as an outcome, it is a 25% of growth of revenue from core retail telco services, which has been achieved. Second, we began to grab business opportunities in wholesale, reaching 60% of revenue growth in this area. And third, we excelled in providing IT&IS services for digital transformation of the Polish businesses. As a result, as well, we reached 60% revenue growth in IT&IS revenues. So value created from commercial activity was significant to offset the huge cost headwinds, which we were facing during these 4 years, stemming from growing inflation and energy prices. As a result, we have achieved higher financial outputs and have returned to sustainable dividend payments. In addition to robust financial performance, we have also delivered on a number of environmental and social goals. And the most important of these was a 78% decrease in CO2 emission in scopes 1 and 2 versus the base year of 2015. To sum up, The . Grow strategy has positioned Orange Polska as a leader across all key market segments. Moving forward, Yes. And on this slide, we illustrate the core of our value creation. Throughout 4 years of .Grow strategy delivery, all 3 commercial engines has consistently delivered the growth of revenues and of direct margin. In consumer business, B2C, we focused mainly on conversion supported by fiber. During .Grow, we have increased conversion customer base with 20%. Simultaneously, we grew ARPU on conversion customer base by 18%, thanks to value strategy, growing base of fiber and popularity of higher speed options. In B2B for businesses, we solidified our leadership on telco services, and we continued to enhance our role as an integrator and digital solution providers for companies and institutions in Poland. We were successfully growing revenues from all key areas. And the third commercial engine, wholesale, on this area activities were an additional way along retail to monetize on our core infrastructure in an open model for the market. Announcing .Grow, we declared new opening in wholesale and results -- the results which we have achieved are demonstrating that this strategy was working very well. And now as we are summarizing today 2024, but still, I would like to present you highlights of our new strategy, Lead the Future, which we have announced just a month ago. So Lead the Future is built on our strongholds, bringing growth to next level. It is an evolution, not a revolution. This means that we will leverage on proven strategies, and we will introduce new important initiatives. We strongly believe that we operate in an attractive market that offers and will offer in the coming years, good growth opportunities as customer demand more and more connectivity, better connectivity and also integrated digital solutions. And Orange Polska is ideally placed to explore all these trends. On the consumer market, we will enrich our conversion proposition, reaching new households as Orange customers. On the business market, we will secure the value of core telecom services where we are a market leader, and we will accelerate on a high potential IT&IS market. A critical supporter of this commercial growth will be our networks and investments in our networks. The next 5 years will be era of 5G. By the end of the plan, we will cover with 5G network almost entire Poland. An important element of Lead the Future is transformation. We will fundamentally transform our operations. One of the key enablers of this transformation will be AI. We will use it to boost customer experience, bringing efficiency to our networks and to our operations. In 2028, we aim to be customer champion, the best loved and trusted provider of digital services, bringing unmatched connectivity, resilient, reliable and seamless. And all this for sustainable value creation for all stakeholders. And I will stop here and pass the floor to Jacek.
Jacek Kunicki
executiveThank you, Liudmila. Welcome, ladies and gentlemen. It will be my pleasure to present to you our sound financial results for 2024. We have met all our annual objectives, increasing the profit of Orange Polska significantly and reaching PLN 1 billion of organic cash flow. The profit decreased in total, but that resulted from low-margin areas and regulations. However, when it comes to our main telecom services, which are all in all key for our profitability, here, we experienced growth and at a greater pace than in 2023. Thus this, coupled with good cost discipline allowed us to boost our EBITDA after lease by 4.6% despite strong inflation pressure. Our increasing EBITDA, coupled with investment expenses discipline resulted in solid net results and solid cash flow -- organic cash flow. Our increasing profitability and good capital allocation contributed to improvement on our ROI -- of our ROI. For us, ROI is an important indicator guiding us when it comes to creating value added for shareholders. The next slide presents our results in perspective of the last 4 years. As you know, 2024 was the last year of The .Grow strategy. This slide shows you 5 basic indicators for the last 4 years, depicting value creation. I think the numbers speak for themselves, starting from revenues up by PLN 1.2 billion. EBITDA after lease up by PLN 0.5 billion despite unprecedented challenges related to inflation and the cost of electricity. Organic cash flow up by almost half and the financial leverage went down by almost 50%. What's more, we fundamentally improved our ROCE. All that allowed us to return to sound position and to a position that ensures that we are able to share our profit with our shareholders. Now let me tell you more about the results of our .Grow strategy against the background of our ambitious goals that we have set for ourselves when we were announcing that strategy. As a reminder, our .Grow strategy was based on increasing revenues and converting our growth through keeping high operational leverage into EBITDA. Subsequently, we wanted to have a stable CapEx, allowing us to increase the organic cash flow generated, which would boost the return on capital engaged. After 4 years, we can probably say that we have achieved exactly what we were planning to back when we announced the strategy in 2021. Both revenues and EBITDA went up in the, say, upper range of our guidance. eCapex stayed in the medium range of our guidance. ROCE went up 5x, allowing us to keep a very stable and sound balance sheet. Now let me move on to the guidance for 2025. The key objective for the year is to keep on growing, if I can put it that way. We will hopefully increase our revenues through sound demand for our services and implementation of our strategy. Our key lines of revenues are our basic telecom services, fiber convergence and mobile services. They account for around 50% of our revenues and a lion's share of our margin. EBITDA after lease in 2024 went up by 4.6%, which is an ambitious goal for us for 2025. However, we have no doubt that we will be able to continue along the same line, keeping very sound cost discipline and achieving good direct margin. We hope that in a year's time, we will be able again to report to you a positive EBITDA change. When it comes to eCapEx, we plan to stay in the range of PLN 1.8 billion to PLN 1.9 billion. We plan to invest in expansion of our 5G network and intend to complete the projects that have already been started related to fiber. The plan is to cover the white spots on the map of Poland with our fiber network. Another not less important element from the perspective of our shareholders is the dividend. And now to address that issue, let me move on to the next slide. As I've already mentioned, we reached all the goals of our previous strategy. As a result, our shareholders enjoyed an over 40% high return. This stemmed from the stock price and the dividend paid out. Our recommendation to the Annual General Meeting is to pay out the dividend in the amount of PLN 0.53 per share from the 2024 profit. This is a 10% increase of dividend vis-a-vis the year before and a third consecutive increase after we returned to paying out dividend back in 2022. We think that this is a clear sign that the Management Board puts great trust in the perspectives and prospects of Orange Polska. Last but not least, let me move on and give you more details about our current strategy that we announced a month ago. This will include the years 2025 to 2028. The strategy is titled Lead the Future and its financial goals revolve around improving our financial results and thus improving the value for our shareholders. We hope that our stock prices will go -- will be going up, and this will ensure a sound dividend to our shareholders. How do we plan to achieve it? Well, first of all, we will leverage on the model that worked well for the last 4 years, focusing on our telecom services and ICT. These growth engines will allow us to keep a good profitability and revenues. We plan to couple that with cost discipline, strengthened by another wave of transformation. The expected result is growth of EBITDA after lease in the range of single-digit low to medium throughout the entire period of the strategy. We also hope that our investment will be bringing better and better return. The level of our CapEx will be close to the level from 2024 and the ratio of CapEx to revenue will decrease. Growing EBITDA and stable investment will allow us to increase our organic cash flow. The intention is that in 2028, our organic cash flow is or exceeds PLN 1.2 billion. At the end of the day, our ambitious goal related to our dividend policy entails also our commitment to ensure that our shareholders can have a stable and sustainable source of dividend. The planned dividend, PLN 0.53 per share is for us a floor for the entire period of the new strategy. Future dividend growth will be as until now decided about yearly, taking into account projections of our financial results and the balance sheet. Thank you very much for your attention, and I'll be more than happy to take your questions should you have any.
Jacek Krauss
attendeeThank you very much. I see no questions. No comments, no remarks to the presentations. The results were presented. And I would like to comment them with just a single word, respect. Now let us now continue to the votes. We will have to adopt the resolutions concerning approval of the financial statements of Orange Polska for the 2024 financial year, prepared according to the International Financial Reporting Standards. And the proposed resolution reads under Article 53 of the Act on accounting and Article 393.1, 395.2.1 of the Code of Commercial Companies and Paragraph 13 Item 1 of the Orange Polska Articles of Association, the following resolution is thereby adopted. Paragraph 1, the Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2024, which include income statement for 2024, showing net income of PLN 1.077 billion. Statement of comprehensive income for 2024, showing total comprehensive income of PLN 973 million. Statement of financial position as at 31st of December 2024 with a balance sheet total of PLN 25.352 billion. Statement of changes in equity for 2024, showing an increase in equity by PLN 351 million, and statement of cash flows for 2024, showing a decrease in cash and cash equivalents by PLN 286 million as well as notes to the financial statements. The resolution shall come into force on the day of its adoption. So for it to enter into force, let me now open the vote. The vote is open. [Voting]
Jacek Krauss
attendeeWe have the results. 1,081,596,589 valid votes were cast. In favor, 1,080,640,451; against 639,175 votes; abstentions, 316,963. The resolution was adopted. We would like to now continue and vote on another resolution. This will be an open vote, the resolution on the division of profit -- distribution of profit. I'm sorry, on the basis of Article 395 Para 2, Item 2 of the Commercial Companies Code and Para 13 Clause 2 of Orange Polska Articles of Association, the following resolution is adopted. The net income of Orange Polska for the 2024 financial year of PLN 1,077,025,514.53 shall be divided in the following manner. For dividend, PLN 695,549,463.87, the amount of dividend shall be PLN 0.53 for each entitled share to the reserve capital referred to in Paragraph 30 Clause 3 of the Articles of Association, PLN 21,540,510.29 and to the reserve capital PLN 359,933,540.37. The right to dividend is vested with persons being the company's shareholders as are at June 25, 2025. This is the so-called dividend day. The dividend shall be paid on the 9th of July 2025. The management of Orange Polska recommends to the Annual General Meeting payment of a cash dividend of PLN 0.53 per share from 2024 profits. This recommendation is in line with the .Grow strategy. Taking into account the company's financial results and projections, which was a justification for the resolution, and let us now continue and open the vote. This is a secret vote, and let me now formally open the vote. The speaker corrects himself. This is an open vote. [Voting]
Jacek Krauss
attendeeWe have the results of the ballot. The total number of 1,081,596,589 valid votes were cast, which all of them were in favor, but no abstentions, no votes against, which means that this resolution has been made. We are now moving on to a ballot on another resolution on approval of the Management Board's report based on Article 33C 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 Orange Polska Group IFRS consolidated financial statements for 2024. The resolution comes into force on the day of its adoption. The ballot is now open. [Voting]
Jacek Krauss
attendeeWell, the resolution has been adopted. 1,081,596,589 valid votes were cast. In favor, 1,080,750,022 votes, against 529,604, abstaining votes 316,963. The resolution has been adopted and entered into force. Thank you. We are now moving on to a next ballot on approval of the consolidated group result. Based on Article 63C Para 4 of the Accountancy Act and Article 395 Para 5 of the Commercial Code Companies, the following is being adopted. The Annual General Meeting approves the Orange Polska IFRS consolidated financial statements for 2024. Again, this is IFRS consolidated statements, which include consolidated income statement for 2024, showing net income of PLN 913 million, including net income attributable to owners of Orange Polska S.A. of PLN 913 million. Consolidated statement of comprehensive income for 2024, showing total comprehensive income of PLN 817 million, including total comprehensive income attributable to owners of Orange Polska S.A. of PLN 817 million. Consolidated statement of financial position as of December 31, 2024, with a balance sheet total of PLN 26.598 billion, consolidated statement of changes in equity for 2024, showing an increase in total equity by PLN 195 million, including an increase in equity attributable to owners of Orange Polska S.A. by PLN 195 million. Consolidated statement of cash flows for 2024 showing a decrease in cash and cash equivalents by PLN 247 million and notes to the consolidated financial statements. The resolution comes into force on the day of its adoption. I now open an open ballot on this resolution. [Voting]
Jacek Krauss
attendee1,081,596,589 valid votes have been cast. In favor 1,080,640,451, against 639,175, abstentions, 316,963 votes, which means that the resolution has been adopted. We are now moving on to a ballot on a next resolution on approval of the Supervisory Board report for the 2024 financial year. The Supervisory Board of Orange Polska S.A. for 2024 is approved. The resolution enters into force upon adoption. It is an open ballot. I now open the vote. [Voting]
Jacek Krauss
attendee1,081,596,589 valid votes have been cast. In favor were 1,080,750,022 votes, against 529,604 valid votes, abstaining votes, 316,963. The resolution has thus been made. We are now moving on to our next ballot on expressing an opinion on the report of the Supervisory Board on remuneration. A positive opinion on the report of the Supervisory Board on the remuneration of the members of the Management Board and Supervisory Board of Orange Polska S.A. in 2024 is expressed. The resolution enters into force upon adoption. I now open an open ballot. [Voting]
Jacek Krauss
attendee1,081,596,589 valid votes were cast. In favor 1,078,477,641 votes, against 3,118,948 votes and no abstentions at all, which means that the resolution has obviously been adopted. Now we are moving on to a series of resolutions, which concern granting approval of the performance of duties first of the management board members and then Supervisory Board members. All these resolutions will be made in a secret ballot because they concern personnel issues. Now we are going to vote on the approval of the performance of duties of the Chairperson of the Management Board. The approval of the performance of Liudmila Climoc of her duties as President of Management Board of Orange Polska S.A. in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeHere's the result of the ballot, 1,081,596,589 votes were cast. In favor were 1,080,759,702 votes, against were 345,774 votes, and abstentions 491,113 votes. The resolution has been made and the approval of the performance of duties has been granted. Another resolution, the approval of the performance by Madam Jolanta Barbara Dudek, Deputy Chairman of the Board of her duties as Deputy President of Management Board of Orange Polska S.A. in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeThe resolution has been made. 1,081,596,589 valid votes were cast. In favor were 1,080,759,702 votes, against were 345,774 votes, abstaining 491,113 votes of the approval of the performance of duties have just been granted. We're now moving on to another ballot as regards granting approval of the performance of duties and the resolution reads, the approval of the performance by Bartosz Marcin Dobrzynski, Deputy Chairman of the Board of her duties as Deputy Chairman of the Board of the Orange Polska S.A. in the financial year 2024 is granted. It is a secret ballot, and I open the vote. [Voting]
Jacek Krauss
attendeeWell, the number of votes cast is exactly the same as before. In favor of the resolution were 1,080,759,702 votes, against 345,774 votes, abstaining were 491,113 votes. The approval of the performance of duties has been granted and the resolution has been made. We're now moving on to another ballot, on granting approval of the performance of duties of a management board member. The approval of the performance by Mr. Witold Ryszard Drozdz, a member of the Board of his duties and the Orange Polska S.A. in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendee1,081,596,589 votes were cast in favor. Against were 345,774, abstaining votes 491,113 votes, which means that the resolution has been adopted. We are now moving on to another vote on granting approval and performance of duties which reads as follows. The approval of the performance by Piotr Tadeusz Jaworski, member of the Management Board of Orange Polska S.A. in the financial year of 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeI'm afraid that until the end of this meeting, no open ballots will be performed. Now the total number is unchanged. In favor of votes were 1,080,759,702 votes, against were 345,774 votes, abstaining were 491,113 votes, which means that the resolution has been made. And therefore, Mr. Jaworski has received the approval of the performance of his duties. And then moving on to another ballot, the approval of the performance by Mr. Jacek Kowalski, which reads as follows: the approval of the performance by Mr. Jacek Kowalski of his duties as a member of the Management Board of Orange Polska S.A. in the financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeHere are the results of the ballot. 1,081,596,589 valid votes were cast, in favor were 1,080,759,702 votes, against were 345,774 votes and abstaining were 491,113 votes, which means that the approval has been granted and the resolution is effectively made. We're now moving on to a ballot on approval of the performance of duties of Mr. Jacek Marek Kunicki, which reads as follows: the approval of the performance by Jacek Marek Kunicki of his duties as a member of the Management Board of Orange Polska S.A. in the financial year 2024 is granted. The resolution will be effective upon its adoption. It is a secret ballot. [Voting]
Jacek Krauss
attendeeThe total number of votes is unchanged, of which in favor were 1,080,759,702 votes, against were 345,774 votes. And abstaining were 491,113 votes, which means that Mr. Kunicki has been granted approval of the performance of his duties. And we are now moving on to another ballot. On approval of the performance of duties of Mr. Maciej Mateusz Nowohonski, which reads as follows: the approval of the performance by Mr. Maciej Mateusz Nowohonski of his duties as member of the Orange Polska S.A. Management Board in financial year 2024 is granted. It is a secret ballot. [Voting]
Jacek Krauss
attendeeWell, the total number of votes is unchanged, of which, in favor were 1,080,759,702 votes, against were 345,774 votes, and abstaining were 491,113 votes. The resolution has been made. The approval of the performance of duties has been granted. Let us now continue with another vote on granting approval for members of the Supervisory Board. Let me start with the Chairperson of the Supervisory Board, Maciej Krzysztof Witucki. The resolution reads as follows: the approval of the performance by Maciej Krzysztof Witucki of his duties as the Chairperson of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeLet me present the results of the vote in favor 1,080,759,702 votes, against 345,774 votes, abstentions, 491,113. The approval of the performance of duties of Maciej Krzysztof Witucki was granted, the resolution was adopted. We shall now continue with the vote on another resolution on granting approval of the performance of duties of Marie-Noëlle Jégo-Laveissière, Deputy Chairperson of the Supervisory Board. The approval of the performance by Marie-Noëlle Jégo-Laveissière of her duties as the Chairperson as -- of the Orange Polska S.A. Supervisory Board in the financial year 2024 is hereby granted. Let me open a secret ballot now. [Voting]
Jacek Krauss
attendeeThe number of valid votes cast remains unchanged. In favor for granting approval of the performance of duties by Marie-Noëlle Jégo-Laveissière, 1,080,759,702 votes, against 345,774 votes, abstentions, 491,113. The resolution has been adopted. Let us vote on another resolution on granting approval of the performance of duties by Laurent Martinez. The approval of the performance by Laurent Martinez of his duties as the Deputy Chairperson of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. Let me now open secret ballot. [Voting]
Jacek Krauss
attendeeMr. Laurent Martinez was granted approval of the performance of his duties, number of votes cast in favor, 1,080,759,702, against 345,774, abstentions, 491,113. The next vote will be on granting approval of the performance of duties by Marc Ricau. The resolution reads, the approval of the performance by Marc Ricau of his duties as the Secretary of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. I open secret ballot now. [Voting]
Jacek Krauss
attendeeThe number of valid votes cast remains unchanged. The number in favor was 1,080,759,702, votes against 345,774, abstentions 491,113. Marc Ricau was granted approval of the performance of his duties. Let us now vote on the resolution on granting approval of the performance of duties for Mr. Philippe Béguin, which reads the approval of the performance by Philippe Béguin of his duties as a member of the Orange Polska S.A Supervisory Board in financial year 2024 is granted. And let me now open a secret ballot. [Voting]
Jacek Krauss
attendeeThe number of valid votes cast remains unchanged, in favor 1,080,759,702 votes, against 345,774, abstentions 491,113. Philippe Béguin was granted approval of the performance of his duties. Next concerns granting approval of the performance of duties of Bénédicte David. The resolution reads as follows: the approval of the performance by Bénédicte David of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2024 is hereby granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeBénédicte David was granted approval on the performance of duties, 1,080,759,702 votes were cast in favor, 345,774 against, abstentions 491,113, the resolution has been adopted. We shall now continue with voting on granting approval of the performance of duties by Bartosz Dobrzynski, member of the Supervisory Board. The resolution reads as follows: the approval of the performance by Bartosz Dobrzynski of his duties as a member of the Orange Polska S.A Supervisory Board in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeThe number of votes cast remains changed. The votes in favor 1,080,759,702, against, 345,774, abstentions, 441,113, the resolution has been adopted. The next vote will concern granting approval of the performance of duties by Clarisse Heriard Dubreuil, member of the Supervisory Board. The resolution reads as follows. The approval of the performance by Clarisse Heriard Dubreuil of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. Secret vote is now open. [Voting]
Jacek Krauss
attendeeThe results, the number of valid votes cast remains unchanged. Votes in favor, 1,080,759,702, against 345,774, abstentions, 491,113. The resolution has been adopted. The next vote will concern granting approval on the performance of duties by John Russell Houlden. The resolution reads, the approval of the performance by John Russell Houlden of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. Secret ballot is now open. [Voting]
Jacek Krauss
attendeeThe number of votes cast remained unchanged. The number of votes in favor 1,080,759,702, against 345,774, abstentions 491,113. John Russell Houlden was granted approval of the performance of his duties. We will now vote on the next resolution on granting approval of the performance of duties which reads the approval of the performance by Monika Aleksandra Nachyla of her duties as a member of the Orange Polska S.A Supervisory Board in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeThe number of votes cast remains unchanged. Votes in favor 1,080,759,702, votes against 345,774, abstentions 491,113. Monika Aleksandra Nachyla was granted approval of the performance of her duties. Next, vote concerns granting approval on the performance of duties by Maria Paslo-Wisniewska. The resolution reads, the approval of the performance by Maria Paslo-Wisniewska of her duties as member of the Orange Polska S.A Supervisory Board in financial year 2024 is granted. A secret ballot is now open. [Voting]
Jacek Krauss
attendeeThe number of votes cast remains unchanged. And the number of votes in favor was 1,080,759,702, the number of votes against 345,774, the number of abstaining votes 491,113. Maria Paslo-Wisniewska was, therefore, granted approval of the performance of her duties. Let us continue and vote on granting approval of the performance of duties of Wioletta Rosolowska as a Supervisory Board member. She held this position until February 9, 2024. However, it is necessary to grant the approval of the performance of her duties. The resolution reads as follows: the approval of the performance by Wioletta Rosolowska of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2024 is granted. I now open the secret ballot. [Voting]
Jacek Krauss
attendeeThe number of valid votes cast remains unchanged still. The number of votes in favor was 1,080,759,702, the number of votes against 345,774, abstentions 491,113, the resolution has been adopted. Wioletta Rosolowska was granted approval of the performance of her duties. We are now moving on to a ballot on a next resolution. With regard to Jean-Michel Thibaud, who performed until April 30, 2024. The approval of the performance by Mr. Jean-Michel Thibaud of his duties as a member of Supervisory Board, Orange Polska S.A. in financial year 2024 is granted. It is a secret ballot. [Voting]
Jacek Krauss
attendeeThe total number of votes is unchanged, of which in favor were 1,080,759,702 votes, against 345,774 votes and abstaining were 491,113 votes. The resolution has thus been made. And now we are moving on to a ballot on granting approval of performance of duties to Mr. Adam Jacek Uszpolewicz as a member of the Supervisory Board since April 19, 2024. The resolution reads as follows: the approval of the performance by Mr. Adam Jacek Uszpolewicz of his duties as a member of the Orange Polska S.A. Supervisory Board in the financial year 2024 is granted. It is a secret ballot. [Voting]
Jacek Krauss
attendeeHere are the results. The total number of votes remains unchanged, votes cast remains unchanged. In favor were 1,080,759,702 votes, against were 345,774 votes, abstaining were 491,113 votes. The resolution has been made. We are now moving on to another ballot on granting the approval of performance of duties to Mr. Jean-Marc Vignolles, and the resolution reads as follows: the approval of the performance by Mr. Jean-Marc Vignolles of his duties as a member of the Supervisory Board of Orange Polska S.A. in the financial year 2024 is granted. The secret ballot is now open. [Voting]
Jacek Krauss
attendeeThe total number of votes cast remains unchanged, of which in favor of granting approval to Mr. Jean-Marc Vignolles were 1,080,759,702 votes, against were 345,774 votes, abstaining were 491,113 votes, which means that Mr. Jean-Marc Vignolles has received the approval of performance of his duties. And now we are moving on to voting on this charge and the performance of duties by Mr. Etienne Vincens de Tapol who has been serving in the capacity of the member of the Supervisory Board since July 19, 2024. The resolution reads as follows: The approval of performance by Mr. Etienne Vincens de Tapol of his duties as the Orange Polska S.A. Supervisory Board member in financial year 2024 is granted. I now open a secret ballot. [Voting]
Jacek Krauss
attendeeThe total number of votes cast is unchanged, of which in favor of granting approval to Mr. Etienne Vincens de Tapol were 1,080,759,702 votes, against were 345,774 votes, abstaining were 491,113 votes, which means that the resolution has been made. We are now moving on to another package of resolution, so to speak. Now according to my knowledge, at this general meeting, the terms of officers of 4 members of the Supervisory Board are expiring. And this concerns Mr. Bartosz Dobrzynski, Madam Monika Nachyla, Mr. Marc Ricau and Mr. Maciej Witucki's terms of office. Now it is imperative for this general meeting to supplement the composition of the Supervisory Board by electing to this Board new members. And the shareholder Orange Polska S.A. has presented in the announcement to this meeting, the information of 4 candidates to the Supervisory Board of Orange Polska S.A. And these are the following persons: Mr. Bartosz Dobrzynski as independent member for another term of office, Monika Nachyla as an independent member for another term of office. Mr. Marc Ricau for another term of office. And Mr. Maciej Witucki for another term of office. The names and the CVs of the 4 candidates were published on March 20, 2025, and they are available in the meeting materials presented to the shareholders. So we have the 4 candidates right in front of us. And my question is whether there are any other candidates put forward by the members of this meeting in addition to the ones which have already been proposed by the majority stakeholder. Well, there was a lot of time for reflection on this point. And I understand there are no further candidates to be submitted in this procedure. Therefore, we are going to vote on the candidates, which have already been made. Well, let me also tell you that I have the consents issued by the 4 persons to stand for the membership of the Supervisory Board of Orange Polska S.A. And these consents, I hand over to notary public. What we need to do is to formally elect these candidates in the alphabetical order. As first, the first resolution that needs to be taken concerns the appointment of a Supervisory Board member of Mr. Bartosz Dobrzynski, it is a secret ballot. [Voting]
Jacek Krauss
attendee1,081,596,589 valid votes were cast, of which in favor of appointing Mr. Dobrzynski were 1,027,835,861 votes, against were 10,703,641 votes and abstaining were 43,057,087 votes. The result is very clear. Mr. Bartosz Marcin Dobrzynski has been appointed to the membership of the Supervisory Board of Orange Polska S.A. Now we are moving on to another appointment to be made to the Supervisory Board, and that is the appointment of Madam Monika Nachyla. The resolution reads as follows. Monika Nachyla is appointed to the Orange Polska S.A. Supervisory Board. It is a secret ballot, which I now open. [Voting]
Jacek Krauss
attendee1,081,596,589 votes were cast, of which in favor of appointing Monika Aleksandra Nachyla to the Supervisory Board were 1,027,835,861, votes against 10,703,641 votes and abstentions 43,057,087 votes. which means that Monika Aleksandra Nachyla has been appointed member of the Supervisory Board. Let us now move on and vote on the resolution on appointment of Marc Ricau to be a Supervisory Board member. The resolution reads as follows: Marc Ricau is appointed to the Orange Polska S.A. Supervisory Board. The resolution enters into force upon its adoption. This is secret ballot. [Voting]
Jacek Krauss
attendee1,081,596,589 votes, which were valid were cast, in favor were 1,027,831,000 votes, against 10,708,502, abstentions 43,057,087. Marc Ricau has been appointed to be a Supervisory Board member. And last but not least, shall vote on the appointment of Maciej Witucki. The resolution reads as follows: Maciej Witucki is appointed to the Orange Polska S.A. Supervisory Board. This is a secret ballot. [Voting]
Jacek Krauss
attendeeThe total number of votes cast was 1,081,596,589. Number of votes in favor 1,027,835,861, votes against 10,703,641, abstentions 43,057,087. It is therefore obvious that Mr. Witucki has been appointed a member of the Supervisory Board. This concludes the Annual General Meeting. There's only one item on the agenda, closing the meeting. As for the coming days, I hope that you will have time to meet perhaps not for an Annual General Meeting, but to meet your friends and relatives and rest and Relax. Thank you, and have a good afternoon.
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