Powszechna Kasa Oszczednosci Bank Polski Spólka Akcyjna (PKO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Robert Pietryszyn. I'm the Chairman of the Supervisory Board. And I will open today's Extraordinary General Meeting of Shareholders, which is convened for February 2, 2024 in accordance with the announcement on the company's website published on the 5th of January this year. I would like to welcome the Management Board and the Supervisory Board and all other participants. So we will have [indiscernible], and this will be our notary for today's meeting. And also, I would like to move to the next point on the agenda. This is the electing the Chairman of the Extraordinary General Meeting. So could you please put forward your candidates for chairing the meeting. [ Katarzyna Kurkowska ], the representative of the State Treasury shareholder, would like to present Leszek Koziorowski to chair today's meeting. Thank you. Are there any other candidates? No. So we have one candidate. And as for the technical service for the vote, we would like to ask the [ Unicom company ] to present the principles of vote.

Good morning, ladies and gentlemen, and I would like to explain to you how to use the tablet at the moment of ordering the vote. On your tablet, you can see the decision keys: Yes, No, Abstention. And you cast your votes. First of all, choosing the decision key, the decision that you would like to take. And after taking this key, on the next screen you will have the information, which decision you have taken and below you will have the button to confirm, which is for confirming your decision. And then such vote is cast. So I hope that this will be simple, but if there are any technical problems, so we are here at your service in the room and we can assist you with any problem that you might have. Thank you.

So if everything is clear, and now I would like to order the secret vote regarding the election of the Chairman of the Extraordinary General Meeting. [Voting]

Thank you for the results. And I would like to inform you that the result of the vote on Leszek Koziorowski. So we had the votes For is 877,949,185; against 75 and 0 abstentions. So the total number of votes 877,949,260. So I would like to say that Leszek Koziorowski became the Chairman of today's meeting. So now I would like to give the floor to Mr. Chairman for the further conduct of this meeting.

Good morning. I would like to welcome all the participants, and thank you very much for my nomination. With the affirmation, I would like to prepare my documents. So please, I need one minute for preparing all the documents necessary for the meeting, and then we can proceed with the meeting itself. And of course, I would like to ask for the list of the shareholders together with the information. Thank you very much for your patience. And ladies and gentlemen, I would like to declare as follows: we are debating the point #3 of the agenda. It means acknowledging that the extraordinary meeting has been correctly convened and has the authority to adopt binding resolutions, the resolutions that are on the agenda. Under this point, I would like to declare as follows. A moment ago, I signed the attendance list for today's meeting. And today, at this meeting, we have the shareholders, which represent the total number of 877,949,260 and the same number of shares, which represents 70.24% of the share capital of the total number of votes at the general meeting. So the attendance was signed by me are, of course, placed on the desk and you can see them and after the meeting, they could be copied. So each shareholder can receive a copy of the attendances and -- or you can take a photo of the attendance list. But at this moment, I give the attendees list to the notary who will take minutes of today's meeting. And after the meeting, then notary will prepare the minutes, the protocol of today's extraordinary general meeting. So this is the first declaration. The second declaration is that today's meeting was convened. Bank PKO S.A. is the public company. So it was convened within the article 402 of the Commercial Companies Code, by report no. 2/2024 published on the 5th of January 2024. And on the same day also, the announcement was published on the company's website regarding the convening of the meeting. So 26 days prior to the meeting and in the form that is prescribed by the articles of the Commercial Companies Code. So that announcement fulfills the legal criteria. And taking into account the declarations that I have made, I would like to say that this meeting was convened properly and has the authority to adopt binding resolutions on the agenda. And in this while, ladies and gentlemen, we move to Point #4 of the agenda, which is adopting the agenda. Are there any proposals or remarks or any comments regarding any changes in the motions? I can't see any. So I would like to confirm that the General Meeting of Shareholders adopted the agenda and in accordance with the report published by the Management Board, we will proceed. And I would like to point out that together with this report, also the draft resolutions were published and you have the opportunity to read them, which will be proceeded if nothing else is pointed out by me. So these draft resolutions will be these draft resolutions that are published in this report 2/2024. Ladies and gentlemen, we are in Point 5th, changes in the composition of the Supervisory Board of Powszechna Kasa Oszczednosci Bank Polski S.A. And I would like to remind you at this point that in accordance with the recent indication of the overall shareholders in accordance with the statute of the company, the PKO Bank Polski S.A. So the number of the members of the Supervisory Board was indicated as 11 members. And this declaration is still valid. And I would like to point out that at this moment, in the Supervisory Board, we have 10 members. And before we move to any further the positive decisions, so I would like to ask you whether there are any proposals regarding the dismissals from the Supervisory Board? [ Katarzyna Kurkowska ], the representative of the State Treasury, the shareholder, I would like to dismiss from -- for dismissals, Robert Pietryszyn, Wojciech Jasinski, Dominik Kaczmarski, Mariusz Andrzejewski, Rafal Kos, Tomasz Kuczur, Bogdan Szafranski, Maciej Lopinski. These are our proposals for dismissals. Can I have this list, please? So I will -- I could proceed faster with this list. Ladies and gentlemen, as you could see, so the list of the proposals for dismissals of the members of the Supervisory Board was submitted. Are there any further proposals in addition to those proposed? No. So I would put on their vote, 8 separate resolutions. And -- so from now on, all the votes are secret. So please switch the system to the secret mode because all the votes ordered by me will be secret votes. And I will put under vote 8 subsequent resolutions in alphabetical order regarding the dismissals of the proposed persons. You raised your hands. So I understand. Yes.

This is [indiscernible], I represent PKO TFI and I need few minutes of break in order to consult the proposed changes in the composition of the Supervisory Board. I would like to consult it with my principal.

Of course. 5 minutes is enough for the consultation. Ladies and gentlemen, so one of the shareholders asked for the technical break to consult the matters with the principal. So, of course, I agree. So it's 10:15. So I order 20 past -- 5-minute break till 10:20. And in meantime, I will just arrange the order of the votings that are ahead of us. So 10:20, please, we resume back. [Break]

Ladies and gentlemen, can we start again? Yes, it's 10:20. Yes, we can restart. So ladies and gentlemen, I resume the conduct of this meeting after 5-minute break as the shareholder requested. And also I will put on under vote 8 subsequent resolutions, and these votes are secret in alphabetical order because this is what the regulations of the meeting state. The first resolution is the resolution on the dismissal of -- and this draft resolution is in the report 2/2024. So this is the dismissal of Mariusz Andrzejewski from the composition of the Supervisory Board. And this is the first resolution that I will put under vote. So you could see here the name of the dismissed person. So could you please show us the result of the vote and then for the notary, we will print the collective summary of the results. So now you can vote on the first draft resolution on the dismissal of Mr. Mariusz Andrzejewski. Cast your vote please. [Voting]

Has everyone voted? Yes. So thank you, I close the vote, and we have the results. So I would like to confirm that this resolution has been adopted. And For is 476,384,762; against 183,335,007; abstentions 218,229,491. So this resolution was adopted. The next resolution regarding the dismissal of Wojciech Jasinski from the composition of the Supervisory Board. So the system is ready, and I order the vote on this resolution. [Voting]

Thank you very much. So I close the vote. And now I will read the results of the resolution that has been adopted. For is 476,384,762; against 183,335,027; abstentions 218,229,471. The next resolution, this is about the dismissal of Mr. Dominik Kaczmarski. So could you please start vote on this resolution. [Voting]

Thank you. I close the vote, and I will read the result of the vote. So I would like to confirm that the resolution has been adopted. For is 476,384,781; against 183,335,007 and abstentions 218,229,472. The next resolution, this is about the dismissal of Rafal Kos. The system is ready. This is a secret vote. Could you proceed with your vote? [Voting]

Thank you very much for your vote. I close the vote. And I will read the results. I would like to confirm that this resolution has been adopted. For is 476,384,762; against 183,335,007; abstentions 218,229,491. And the next resolution is a resolution about the dismissal of Mr. Tomasz Kuczur. The system is ready. Please proceed with your vote. [Voting]

Thank you. So I close the vote, and I will read the results. So I would like to confirm this resolution has been adopted with the same vote as previously. So For is 476,384,782; against 183,335,007; abstentions 218,229,471. So this is different vote than the previous votes. So now we have the next resolution about dismissal of Mr. Maciej Lopinski. And the system is ready and could you proceed with your vote, please. [Voting]

Thank you very much. And I understand that everyone has voted. I close the vote. And I will read the result of the vote. So the resolution has been adopted. For is 476,384,762; against 183,335,007; abstentions 218,229,491. The next resolution refers to Robert Pietryszyn and his dismissal. The system is ready. Could you please proceed with your vote. [Voting]

Thank you very much. I close this vote, and I will read the result of the vote. So I would like to confirm this resolution has been adopted. For is 476,384,761; against 183,339,007; abstentions 218,229,492. And the last resolution. Yes, this is the last solution refers to Bogdan Szafranski and his dismissal from the Supervisory Board. Could you cast your votes, please. [Voting]

Thank you. So I close the vote. And now I will read the results. So the resolution has been adopted. For is 476,384,671 (sic) [ 476,384,761 ]; against 183,335,007; abstentions 218,229,492. Ladies and gentlemen, so we proceeded with Point #5. And at this moment, in the Supervisory Board, we have 2 mandates and the rest of the members were dismissed. And I would like now to ask you for putting forward a candidates for the Supervisory Board. [ Katarzyna Kurkowska ], the representative of the State Treasury shareholder. So I would like to propose the following persons to be the members of the Supervisory Board of the Bank. Katarzyna Zimnicka-Jankowska, Pawel Waniowski, Szymon Midera, Marek Panfil, Maciej Cieslukowski, Marek Radzikowski, Hanna Kuzinska, Andrzej Oslizlo. So all these members, their names together with their biodata were displayed on the company's website and in the current report. I would like to indicate that all these candidates received the positive opinion from the council on the public companies and fulfill all the prevailing legal provisions. Ladies and gentlemen, so we have 8 candidates proposed for the composition of the Supervisory Board. Are there any other candidates for the members of the Supervisory Board? No, I can't see any. At this point, in accordance with the statute and the regulations of today's meeting, I will put under vote the proposed candidates in the alphabetical order. So we have the first resolution on the first candidate is Maciej Cieslukowski. We will be voted on this appointment. So these are the secret votes. The content of the resolutions is in accordance with the wording of report 2/2024. So it means paragraph #1 that we have on the appointment of a member of the Supervisory Board of and then we will write a name in [indiscernible] in this case, this is Maciej Cieslukowski. So I understand that this is clear, and we can start the next round of 8 resolutions. So the first resolution on appointing Maciej Cieslukowski. Please cast your votes on this candidate. [Voting]

Thank you. I consider that everyone has voted. So I close the vote, and I would like to read the results. So this resolution has been adopted. And For is 693,456,120; against 183,360,988 and abstentions 1,132,152. And the next resolution refers to Hanna Kuzinska and her appointment to the Supervisory Board. We have on the screen, also the suitability forms that are showed and I order the vote now. [Voting]

Thank you very much. I close the vote, and I will present the results of the vote. So I would like to confirm that this resolution has been adopted. For is 693,456,120; against 183,360,988; abstentions 1,132,152. The next resolution, which I will put under vote is the resolution regarding the appointment of Szymon Midera. Please proceed with your vote. [Voting]

Thank you very much. I close the vote, and I will read the result of the vote. So the resolution has been adopted. For is 693,456,100; against 183,361,008; abstentions 1,132,152. So the resolution has been adopted. The next candidate is the candidate of Andrzej Oslizlo. And the system is ready for the vote. Could you proceed with your vote, please. [Voting]

Thank you very much. And I can see that everyone has voted. And I will read the result as you could see. The resolution has been adopted. For is 693,456,120; against 183,360,988 and abstentions 1,132,152. And the next candidate is the candidate of Marek Panfil. I don't know whether the surname is declinated. Could you proceed with your vote, please. [Voting]

Thank you very much. I close the vote, and then I will read the result of the vote. So the resolution has been adopted. For is 693,456,100; against 183,361,008; abstentions 1,132,152. So Mr. Marek Radzikowski is the next candidate for the appointments to the Supervisory Board. This is a draft resolution, and I put under vote this resolution. [Voting]

Thank you. I close the vote, and I will read the result of the vote. So For is 693,456,120; against 183,360,988 and abstentions 1,132,152. So the resolution has been adopted. The next resolution, this is about the appointment of Mr. Pawel Waniowski. And could you please proceed with your vote on this candidate? [Voting]

Thank you. I will read the result of the vote now. Can I ask for the results? Just we wait for a moment for the result. We cannot print the result yet. We are checking whether there are any technical issues. We have to wait a moment. We still wait for the result. So I would like to propose that the resolution -- I'd like to say that the resolution has been adopted. And For is 693,456,120; against 183,360,988; abstentions 1,132,152. And now we move to the last resolution in this round regarding the appointment of Katarzyna Zimnicka-Jankowska. Could you please cast your vote on this candidate. [Voting]

Thank you very much. I close the vote, and I will read the result of this vote. So I would like to confirm this resolution has been adopted. For is 693,456,120; against 183,360,988; abstentions 1,132,152. So I would like -- so we actually conducted all the votes. And I would like to confirm that now in the composition of the Supervisory Board from this moment, we have the following persons: Andrzej Kisielewicz, Agnieszka Winnik-Kalemba, Maciej Cieslukowski, Hanna Kuzinska, Szymon Midera, Andrzej Oslizlo, Marek Panfil, Marek Radzikowski, Pawel Waniowski and Katarzyna Zimnicka-Jankowska. So the Supervisory Board has 10 members. There have been no other candidates, I will not put them under the vote, so I understand that the State Treasury wants to take the floor. [ Katarzyna Kurkowska ], representative of the State Treasury, the shareholder, taking the liberty of my authorization as the State Treasury wants to indicate Katarzyna Zimnicka-Jankowska as Chairwoman of the Supervisory Board and Pawel Waniowski as the Vice Chairman of the Supervisory Board. Thank you. Ladies and gentlemen, so we will take a note in the minutes of this proposal and in accordance with the wording of Paragraph 2 -- sorry, Paragraph 12 of the statute of the company, the authorized shareholder indicated Madam Katarzyna Zimnicka-Jankowska to be the Chairman and Mr. Waniowski, the Vice President of the Supervisory Board and this also be in the minutes of today's meeting. So we've discussed Point #5, and now we can move to Point #6, that is required by the banking law. It means adopting the resolution of the assessment of the collective suitability of the Supervisory Board of Powszechna Kasa Oszczednosci Bank Polski S.A. So could we show the relevant information on the screen. And I would like to remind you that under this point, we have to adopt the resolution on the assessment of the collective suitability of the Supervisory Board of Powszechna Kasa Oszczednosci Bank Polski S.A. And in this resolution -- so in Paragraph #1, so since there were changes of the Supervisory Board, so then it is stated the collective suitability of the Supervisory Board. And the draft resolution, this is the attachment to the current report 2/2024, and I will put this resolution under vote. And I would like to indicate that on the screens we have the material, which shows that the Supervisory Board of the company has fulfilled suitability criteria required, the collective suitability of the Supervisory Board in its new composition of 10 members. So are there any questions regarding this? No. So I will put under vote this resolution. So could you please prepare the system and on my side to avoid any doubt, as it was in the previous meetings of the -- general meeting. So I will propose that this vote is secret. So in this way, we'll have no little doubts whether this is a personal issue or non-personal issue. So I would like to ask you for the system to be all the time in secret mode. And could you please cast your votes on this resolution. [Voting]

Thank you very much. And I understand that everyone has voted. I close the vote, and -- so I would like to say that this resolution has been adopted. For is 578,617,249; against 173,786,971 and abstentions 125,545,040. So we debated Point #6 on the agenda. And now our obligation is to consider Point #7. It means adopting the resolution incurring the cost of convening and holding the extraordinary general meeting. So this meeting was called upon the notion of the shareholder saw the commercial companies code in Article 400 in the Paragraph 4 requires the adoption of the certain resolution and the cost of convening and holding extraordinary general meeting should be incurred by the company. So are there any comments on this resolution? No. So now this is the open vote because this is the resolution, which is adopted under the open-mode procedure, and I would like you to cast the vote on this resolution. [Voting]

Thank you very much, and I close the vote, and I will read the result of the vote. I would like to confirm that this resolution has been adopted. For is 705,842,550; against 171,755,136; abstentions 351,574. So in this way, the general meeting decided to incur the cost of holding this meeting by the company. Ladies and gentlemen, in this way, we debated all the items on the agenda. And on my side, I would like to thank you to all the participants for their presence at the meeting. Thank you very much representatives of the Supervisory Board and also -- and I congratulate also the new members of the Supervisory Board on their appointments. Thank you very much, the management board, and I would like to thank the President of the Management Board for the presence at today's meeting for the support and the preparation of this general meeting. And also thank you very much to our technical crew for organizing the votes. And thank you very much for your presence. And the notary will prepare the protocol from today's meeting. And I would like also to thank the notary for their preparation of the minutes, the protocol of today's meeting. And thank you very much also for the notary's participation in this meeting and also thank you in advance for the preparation of this protocol. And I close today's meeting.