Powszechna Kasa Oszczednosci Bank Polski Spólka Akcyjna (PKO) Earnings Call Transcript & Summary
June 28, 2024
Earnings Call Speaker Segments
Katarzyna Zimnicka-Jankowska
executiveLadies and gentlemen, it's 10:00 a.m. already, so we will start. Good morning. Katarzyna Zimnicka-Jankowska, I am the Chairwoman of the Supervisory Board of PKO Bank Polski, and I have pleasure to open today's General Meeting of Shareholders of the bank. I would like to welcome all of you. First of all, I would like to welcome the shareholders. I would like also to welcome the Management Board and also the members of the Supervisory Board who participate in this meeting via MS Teams application. Today's General Meeting of shareholders will be recorded by Mr. [indiscernible], the notary. And I've opened formally today's meeting, I would like to move to the agenda for today's meeting. And the first point is electing the Chairman of the Annual General Meeting. And could you please put forward your candidates? Yes.
Unknown Attendee
attendeeI represent the State Treasury. I would like to propose Leszek Koziorowski, the Council, to chair today's meeting.
Katarzyna Zimnicka-Jankowska
executiveThank you very much. Are there any other candidates? I can't see any other candidates. And now I would like ask to make sure that from the technical perspective, we know how to vote. And I would like to ask the representative of [ Unicom Company ], which is supervising our voting system, to present the technicalities of the vote.
Unknown Attendee
attendeeGood morning, ladies and gentlemen. And as for the method of how to use of the tablets, which you have received, at the moment of signing the attendance list, you received those tablets. And you can see on the tablets your data, so you know who you represent and how many shares you represent. And you can check who you represent and how many shares you have. And as for the vote itself, at the moment of ordering the vote on the screen and also on the tablet, you will see the title of the vote. And also on the tablet, you have 3 decision keys and you choose your decision. And then on the next screen, you have the information confirming the decision that you have chosen. This is the moment when we can be sure that this decision is the right decision, and we press the confirm button and then the decision is made. And if, on the second screen, you think that the decision that you have taken is wrong, there is this return button and you will be transferred to the first screen and you can correct your decision. And then again, on the next screen, you confirm it by clicking the confirm button. Thank you very much, and I wish you a fruitful debate.
Katarzyna Zimnicka-Jankowska
executiveThank you very much. Are there any questions regarding this method of vote? If not, I would like us to move to the vote on the election of the Chairman for today's meeting. This is a secret vote. So please start the vote on the appointment of the Chairman. [Voting]
Katarzyna Zimnicka-Jankowska
executiveLadies and gentlemen, in the secret vote regarding the appointment of the Chairman, the votes cast, 900,549,658 valid votes. From the same number of shares, 900,549,658 representing 72.04% of the share capital. And for yes, there were 900,532,480 votes. There were no votes against; and abstention, 17,178. The total number of votes cast, 900,549,000 votes cast. So we congratulate on the council's appointment, and we give the floor to the Chairman to carry out the conduct of the business -- of the meeting. Unfortunately, I cannot hear. The Mr. Chairman is not speaking to the mic.
Leszek Koziorowski
executiveThank you very much for bearing with me. Ladies and gentlemen, we are dealing with Point #3 on our agenda, namely acknowledging that the annual general meeting has been currently convened and has the authority to adopt binding resolutions. And under this point, I am obliged to make a few statements. And I would like to tell you that firstly, today's general meeting of shareholders was convened on the 31st of May 2024 by current report #31/2024. And on the same day, also the information was published in the tab, General Meeting of Shareholders, namely, about the convening of the General Meeting of Shareholders. Bank PKO, Bank Polski is a public company. So we have -- it is bound by the regulations of the article 402 of the Commercial Companies Code, which requires that the general meeting of shareholders should be convened 26 days prior to its holding by publishing this announcement on the company's website. And after this announcement of calling the meeting, your corrective report was received -- or complementary report was received, the report 38/2024, which did not change the wording of the resolutions, but informed about the decisions of the Supervisory Board regarding the charges for the members of the governing bodies of the bank. That was the report published on the 28th of June 2024. Today, because of those reports, we have 900,549,652 shares and the same number of votes, which is 72% of the share capital. This number of shares and votes is represented by the shareholders and the proxies at today's General Meeting of Shareholders. And as Madame Chairman has said, so today's General Meeting of Shareholders was registered by Mr. [indiscernible], the notary. So the notary will be responsible for preparing the minutes from today's meeting. So Mr. Notary is a key person here. I would like to also say that, officially, the General Meeting of Shareholders was convened properly and is capable of adopting binding resolutions, which are put on the agenda. So in this way, we also debated Point #3 and then we can move to Point #4, namely, adopting an agenda. I would like to ask you whether there are any proposal to modify the agenda? Yes, I can hear one voice.
Unknown Attendee
attendeeRepresentative of State Treasury, I would like to ask for the change of the points on the agenda of PKO BP S.A., which was published on the 26th of May 2024 by moving the Points #11 and 12 regarding the charges -- discharges for the members of the Management Board for 2023 after Point #20, which means adopting the resolution on the assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A. and prior to this -- before actually this Point 21, closing the meeting.
Unknown Attendee
attendeeYes, as you could hear, there was a proposal to modify the agenda. And before moving to file the parts of the procedure, I would like to ask you whether you have another proposals regarding the modifications of this agenda? If not, and in this situation, I am obliged to put under vote the resolution regarding the adoption of the agenda that is modified. And I will present in a moment the modified content of this resolution in such a way the General Meeting of Shareholders adopts this agenda in the following wording. And no, I will not read what is -- what has been changed, but only modifications, namely, after Point #10, we have the current wording of the agenda that is put in the report 31/2024. But after Point 10, Point #11, adopting resolutions on acknowledgment of the fulfillment of duties by the members of the Management Board. And then we have the adopting of the resolution on the assessment of the adequacy of the internal regulations concerning the functioning of the Supervisory Board of PKO Bank Polski S.A. and the effectiveness of its operations. Then, adopting the resolution on the amendments to the Articles of the Association of Powszechna Kasa Oszczednosci Bank Polski Spólka Akcyjna. Point #13, adopting the resolution on amending Resolution Number 50/2015 of the Annual General Meeting of Shareholders of 25th June 2015 on corporate governance principles for supervised institutions. Point #14, adopting the resolution on approving the policy concerning the assessment of the suitability of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczednosci Bank Polski S.A. And Point #15, adopting the resolution on approving the recommended minimum levels of competence and other requirements for assessing the suitability of candidates for members and members of the bank's’ Supervisory Board. 16, adopting the resolution on amending Resolution Number 35/2020 of the Annual General Meeting of Powszechna Kasa Oszczednosci Bank Polski Spólka Akcyjna of 26 August of 2020 on the adoption of the policy for remunerating members of the Supervisory Board and Management Board. Now 17, adopting resolutions on appointments to the Supervisory Board for a new term of office. 18, adopting the resolution on assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A. Point #19, adopting resolution on acknowledgment of fulfillment of duties by the members of the Management Board of 2023. And Point #20, adopting resolutions on acknowledgment of the fulfillment of duties by the members of the Supervisory Board for 2023. And Point #21, closing the meeting. So is this compliant with what you requested?
Unknown Attendee
attendeeYes.
Leszek Koziorowski
executiveSo now I put under vote the resolution regarding the approval of the read agenda. All in the meeting -- all the votes are open votes and require the absolute majority of the votes cast. In order to end up the resolution, so I will also read the result after each vote and the results will be shown on the screens also of your tablets. And of course, I will read the result and interpret the results. So could you please prepare the voting system? And I order the vote on the amended agenda for today's meeting. [Voting]
Leszek Koziorowski
executiveHas anyone -- everyone cast their vote? Yes, I can see that here. I can see that some of the representatives maybe take longer for some of the shareholders' proxies. So let's please inform me about if you are still voting so that I am not closing the vote. But I understand now that everyone has voted, and I close the vote and I will read the result of the vote. Thank you very much. So the resolution has been adopted. There's [ 712,129,177 ] votes for yes. No votes against. Abstentions, [ 188,120,481 ]. So I would like -- so that is why we will proceed in line with the amended agenda. And the question is -- so then we will print collectively all the results for the notary to put them in the minutes of the meeting. This will be maybe more -- easier for the notary. Ladies and gentlemen, now we are in Point #4. Now we move to point number -- the next point, Point #5, consideration of the financial statements of PKO Bank Polski S.A. for the year ended 31st of December 2023 and the proposals of the Management Board to retain the undistributed profit of PKO Bank Polski S.A. from previous years as undistributed profit and to distribute the profit of PKO Bank Polski S.A. for 2023. The next point, consideration of the directors’ report of the PKO Bank Polski S.A. Group for 2023 prepared jointly with the directors’ report of PKO Bank Polski S.A., together with the directors’ report on representation expenses as well as expenses for legal, marketing, public relations and social communication services and management consulting services for 2023 as well as the consolidated financial statements of the PKO Bank Polski S.A. Group for the year ended 31st of December 2023. And with regard to these points that I would like to combine the Management Board of the company fulfilled their obligations published as the companies oblige all the necessary information. In this moment, I would like to ask Mr. President of the Management Board for taking the floor and give a few words about the financial situation of the bank.
Szymon Midera
executiveGood morning, ladies and gentlemen. Mr. Chairman, on behalf of the Management Board of PKO Bank Polski S.A., I would like to summarize the achievements of the capital group and of the bank and also our financial results in 2023. We reported a net profit of the capital growth of PKO Bank Polski on the level of PLN 5.5 billion despite the charges resulting from the extraordinary events. To achieve this level of net profit, there were some contributing factors. It means the increase in business activities, over PLN 24 billion, which is supported by the growth of the activities on the basic core activities on the level of 18.6%. The report to return on equity in 2023 was 13.3%. And the interest margin was [ more than minus 109 ] basis points as compared to the margin of 2022. The capital group noted the high cost effectiveness. Reported cost to revenue was 31.6% and dropped by 135 basis points on a year-to-year basis. And the cost to risk, it was 50 basis points and nonworking credits by 35 basis points will shape on the level of 44%. The results of the group was supported by the increase of the scale of the business, and the assets increased the value of PLN 0.5 billion. The number of customers reached the number of 11.9 million. The saving -- customer savings, increased by 19% on year-to-year basis by PLN 542 billion. The financing to the customers was PLN 260 billion. The capital group maintained its safe capital position and liquidity position. The Tier 1 index reached 17.77. As for the market shares, both in the retail area and also in the corporate area, we noted the increase of our market position in the retail area. The credits increased by 1 percentage point to 22%. And in case of deposits in the retail area, the increase was more than 1 percentage point to 24%. As for the area of corporate, of the economic entities, so in case of credits, we noted the increase below 1 percentage point to 13% in case of deposits and over 1% by 14% -- up to 14%. And as for the net profit, so as I have said, it reached the level of PLN 5.5 billion, thanks to the improvement of the basic result by 18% on year-to-year basis and good cost effectiveness and the stable cost risk. I would like to pay attention to the extraordinary events last year. They were the consequence of the write-offs for the legal risk relating to the [ franked ] credits in gross terms. The write-offs were PLN 5.4 billion. The extraordinary events, in total, they were PLN 660 million, lower than in the year 2022. And moving to the volumes, I would like to say that the growth -- return to the growth of the volumes, credit volumes in the retail segment, both in mortgage loans increased by 9.3% and consumer loans by 5 -- [ increased by ] 5%. And the bank also took the advantage of this possibility of credit -- safe credit of 2% increase in the volume -- the credit. And last year, there were 2-digit increase in the retail deposit by 17%. This was also a very good year in terms of the increase of assets of the investment funds, which increased by nearly 30%. And the risk cost. So last year, we noted the drop of the credit [ light ] also as compared to the previous year to the level of 50 basis points, which reflects good quality of our assets and also the high level of the provisions coverage. And in summary, I would like to say that the growth of the bank maintains the conservative safe levels of Tier 1 level was 17.78% at the end of the year. The TCR index at the end of the last year, this is 18.65% and will be more than the minimum. Thank you very much. And now we are at your service together with the members of the Management Board, so if there are any questions regarding the financial statements.
Leszek Koziorowski
executiveMr. President, thank you very much for this introduction. This is the good moment for asking questions now if you would like to get some additional information. At this point, I will open a discussion. But at this point, I would like to add to Points 7 and 8, which is consideration of the directors report and also the remuneration report assessment and also the documents that have been published as per the regulation binding the company. And now we have the members of the Supervisory Board present here -- who are present here that would be willing to answer your questions, if you have any. So at this point, would you like to take the floor and ask questions? I can't see anyone wishing to do so. So I close Points 5, 6, 7 and 8. And I assume that the presentation and discussion on the reports of the company for 2023 have been addressed. And now we can move on to voting that this Item 9, adopting resolutions on a number of some items and the related draft resolutions. So let me say this. I will not read the content of the resolutions until this is especially noted by me, and they will have exactly the same content as provided on the drafts on the website per report 38/2024, which has given us appendices to this report. So I will simply provide this content of the resolutions of the -- unless I made a specific point to the otherwise. So we have approving the financial statements of PKO Bank Polski S.A. for the year ended December 31, 2023, as subitem I and the corresponding resolution with the same title. Please prepare the system. I can't see any contributions from the audience. So please cast your votes. [Voting]
Leszek Koziorowski
executiveCan we close the votes now? I understand we can. No, sorry, we're not ready yet. Okay. So we can. So I close the vote, and please present the results. And the resolution has been adopted, [ 900,552,090 ], for; and 95,264,000, against; and 302,304, abstentions. So the resolution has been adopted, as proposed. So do we have a separate -- another tablet for the notary so it will be convenient for him to read out -- to read these results immediately. So then we move to 9B, which is approving directors report PKO Bank of Polski Group for 2023 prepared jointly with the directors report on PKO Bank Polski S.A. together with directors report on representation expenses for legal, marketing, public relation, social communication services, management consulting services for 2023. And we have corresponding -- resolution corresponding to this item. So now I will subject this draft resolution to vote. No comments from the audience. Please, vote. [Voting]
Leszek Koziorowski
executiveCan I close the vote? Has everyone voted? Yes. Okay. So thank you very much. Please present the results. The resolution has been adopted: 900,208,218, for; and against, 39,136; and abstentions, [ 302,000 ]. And then we move to item #9C, approving the consolidated financial statements of the Bank PKO for the year ended 31 December. And there are no questions. Is the system ready? So the system is ready for the vote. I order the vote. [Voting]
Leszek Koziorowski
executiveHas everyone voted? Yes. I close the vote. And please give me the results. The resolution, as proposed, has been adopted, 900,152,090 for; and against, 95,264; and abstention is 302,304. And then now sub-item is letter D, which is approving the report of the Supervisory Board for 2023. And you know this resolution. Please get the system ready. And please cast your votes. [Voting]
Leszek Koziorowski
executiveSo I understand that we can -- nobody protests. So I close the vote. Please give me the results. The resolution has been adopted, 900,172,549, for; 57,627, against; and abstention is 319,482. So ladies and gentlemen, now we have E, sub-item E, and retaining the undistributed profit of the Bank PKO from previous years as undistributed profit, and also the corresponding resolution in your materials. Anyone would like to comment now? The system is ready for vote. So please order the vote. [Voting]
Leszek Koziorowski
executiveHas everyone voted? You're still voting, aren't you? Okay. We can now -- I close the vote. Please give me the results. I state that it's been adopted unanimously today. It means 900,549,658 votes for the resolution, of course. And now we move to letter F of Item 9 on distribution of profit earned by PKO Bank Polski in 2023 defining the amount of dividend per each share, dividend day and the day of the payment. It is the obligation of this meeting to distribute the profit gain. And we have a proposal, which has been published in the current report. Any questions on this? If not, I will subject this resolution in the content as proposed by the Management Board of the company. Please prepare the system and cast your votes, please. [Voting]
Leszek Koziorowski
executiveCan we close the vote? I close the vote. Please present the results. I state that the resolution has been adopted 900,547,299 votes, for; and against, there were 2,339. Nobody abstained. So this general meeting has adopted the resolution, thus making a decision how to distribute the profit and about the dividend day and repayment dates. We have implemented Item 9 of the -- and now Item 10, adopting an opinion regarding report of the remuneration of members of the Management Board, Advisory Board of the PKO Bank Polski for the year 2023. And as per the act on the public offering, the general meeting has relevant requirements since it is a public company. And if so, we have -- in our [indiscernible], we have a corresponding resolution. So of course, the report has been published because the company is obliged to do so at a specific date as part of its periodical reports. The same applies to similar documents. Please get the system ready. And ladies and gentlemen, we will vote on the draft resolution. [Voting]
Leszek Koziorowski
executiveI can see that everyone has voted, at least those who wanted to because there is no obligation to vote. Thank you very much. I close the vote. Please give me the results. I say that the resolution has been adopted as proposed, 616,596,372, for; against, [ 238,825,353 ]; and 25,127,956 abstentions. So the resolution has been adopted, as proposed. We move to Item 11. I would like to recall that we have adopted a modified version, and 11 is adopting the resolution on the assessment of the adequacy of internal regulations concerning the functioning of the Supervisory Board and the effectiveness of its operations. As part of this point, we have relevant resolution. Would anyone who would like to speak? If not, I would submit this regulation -- resolution on to vote. And please get the system ready. Is the system ready? Yes. [Voting]
Leszek Koziorowski
executiveSo in the meantime, all the lists have been signed. Traditionally, we would like to have some copies. So I encourage you perhaps you could make a vote using your mobile and you are authorized to use the list during the meeting later. So if you need your attendance list, please make a photo with your mobile. It will be more convenient. It is quite a large number of pages. It is now held by the notary and it will be an attachment to the minutes of today's meeting. If you need them, this will be the most effective mode, about 100 pages in all. Is the system ready? So please cast your votes. [Voting]
Leszek Koziorowski
executiveSo we can. I close the vote. Please give me the results. The resolution has been adopted unanimously. We move on to Item 12, which is to take a resolution on amending the statute of the Articles of Association of Powszechna Kasa Oszczednosci, PKO Bank S.A. And as part of this item, the company published its proposed amendments. So these amendments needs a qualified majority. 3/4 of the votes are needed for the resolution to be considered adopted by this general meeting. Before I submit it to a vote in the content as proposed in the current report 38/2024, I would like to ask if anyone would like to comment on the -- or question on the point in question. No, I don't think it's you. Thank you very much. Please get the system ready for the vote, and please vote. [Voting]
Leszek Koziorowski
executiveI would like to remind you that the draft Articles of Association was approved by the Financial Supervision Authority. Shall we close the vote? Please give me the results. I state that the resolution has been adopted unanimously, which is quite valuable. Thank you very much. And now we move to Item 13, which is adopting the resolution on amending resolution #50/2015 on the Annual General Meeting of the PKO Bank Polski Spólka Akcyjna of 25 June 2015 on corporate governance principles for supervised institutions. The corresponding resolution has been published and it's in your materials. Would anyone like to comment on this draft resolution? No. Nobody wants to. And please get the system ready. This will have -- these resolutions will have to be adopted by a nonqualified at this general majority. Please cast your votes. [Voting]
Leszek Koziorowski
executiveThank you very much. I close the vote, and please give me the results. Thank you. The resolution has been adopted. 809,537,914. And nobody against. And 91,011,744 abstentions. So the resolution has been accepted. And we move on to Resolution #14, which is not the resolution on approving the policy concerning the assessment of suitability of candidates for members and members of the Supervisory of PKO SA. You have the draft resolution in your materials and requires general majority. Please get the system ready. So please cast your votes. [Voting]
Leszek Koziorowski
executiveI close the vote, and please give me the results. The resolution has been adopted. 900,216,989, for; against, 297,000; and abstentions, 35,669. So this policy has been approved by the general meeting. And we move to Item 15, which is approving the recommended minimum level of competence and other requirements for assessing suitability of candidates for members of the bank's Supervisory Board. It is part -- another item of the report 38/2024, and I will subject this resolution to a vote unless somebody wants to comment? No. So please get the system ready. Unfortunately, you have to wait. Okay, everyone's voted now. So please cast your votes. [Voting]
Leszek Koziorowski
executiveThank you very much. I close the vote. Please give me the results. Thank you very much. The resolution has been adopted. [ 876,078,379 ], for; against, 23,442,378 million; and abstentions, 628,901. Thus, we have implemented Item 15. And we move on to Item 17, which is the resolution amending resolution 35/2020 of Annual General Meeting of PKO Bank S.A. of 26 August 2020 on the adoption of the policy for remunerating members of the Supervisory Board and Management Board. And the relevant draft resolution is in your materials. Any questions on this? No. So I open the vote. [Voting]
Leszek Koziorowski
executiveThank you very much. I understand that everyone has voted. I close the vote. And now I will read the result of the vote. So I would like to confirm that this resolution adopting the required majority. For yes, [ 95,010,835 ]; against, [ 579,748,961 ]; and abstentions, [ 25,789,862 ]. And the resolution has not been adopted by the General Meeting of Shareholders. And now we move to Point #17 on the agenda, adopting resolutions on appointment to the Supervisory Board for a new term of office. And now we start from these procedures. So I would like to ask our company supervising the voting system to put the voting into the secret mode because the voting we will refer to personnel matters and will be a secret vote. And in accordance with the statutes of the bank, since we will be appointing the members of the Supervisory Board for the new term of office, so we are obliged, in accordance with the definition that is in such, we have to get the statement from the majority shareholder regarding the composition of the Supervisory Board. Paragraph 11 says that this Supervisory Board goes from 5 to 13 members of the members -- 13 members of the Supervisory Board and the authorized shareholders determines the number of the members of the Supervisory Board. And so now I would like the representative of -- the state assets representative to -- son on behalf of the State Treasury, I would like to determine the number of the members of the Supervisory Board at 11 members. So yes, we will take a note of it that the authorized shareholders realizing the disposition of the statute of the bank declare that the Supervisory Board will consist of 11 members. And in this way, we determine the number of the Supervisory Board for the new term of office, which will start, together with the end of today's General Meeting of Shareholders. And I would like to remind you also that we received one candidate. This is report 36/2024. And in this report that was informed that the candidate submitted was [ Mr. Dominik ] [indiscernible] as the member of the Supervisory Board. And I would like to ask you at this point whether you have any further proposals for the numbers of the Supervisory Board? [indiscernible], the representative of the State Treasury, I would like to propose the following candidates to be the members of the Supervisory Board: Katarzyna Zimnicka-Jankowska, Pawel Waniowski, Marek Panfil, Maciej Cieslukowski, Andrzej Kisielewicz, Hanna Kuzinska [indiscernible] And also I would like to mention that the candidates: Katarzyna Zimnicka-Jankowska, Pawel Waniowski, Marek Panfil, Maciej Cieslukowski, Andrzej Oslizlo and Hanna Kuzinska are known to the shareholders because they have been performing the functions of the members of Supervisory Board. Therefore, I would like to present to you the new candidate, the biodata of [indiscernible], our new candidate. [indiscernible] has a long-term experience in terms of management, business strategies, the building of the value of the enterprise, digital transformations and innovations and use of the digital technology and economy. His experience as member of the Supervisor Board, he was sitting on the Warsaw Stock Exchange Supervisory Board and also [indiscernible] S.A. And for a number of years, he was a partner in management consulting in international company, KPMG, where he performed the role the Head of the operations in Eastern Europe and Central Europe. In the '90s, he was a Director in PricewaterHouseCoopers in management consulting services. And he has a long-term experience as a President of the Management Board in [indiscernible]. And [indiscernible] is also the graduate of the Warsaw Technical University. He is here, holds the title of the PhD awarded to him by the Electronics Department. And also, he finished management development program in IMD in [indiscernible]. And also, I would like to emphasize that all these candidates that I mentioned, they fulfill the requirements that are specified in the prevailing law, including the banking law. And also, they got the positive opinion of the council on the listed companies. And also, I would like to submit to the Chairman of today's meeting the letter proposing these candidates. So I would like to have this list of candidates, please. Yes. Ladies and gentlemen, as you heard, so there are 7 candidates proposed. I will maybe read once again and I will read: Katarzyna Zimnicka-Jankowska, Pawel Waniowski, Marek Panfil, Maciej Cieslukowski, Andrzej Kisielewicz, Hanna Kuzinska, [indiscernible]. So these are the candidates proposed by the state assets -- the State Treasury. And at this point, I would like to ask whether there are any other proposals.
Unknown Attendee
attendeeYes. Good morning, ladies and gentlemen, [indiscernible], representative of [ Alliance for Open Pension Fund ]. And I would like to confirm that the submission of [indiscernible] as the member of the Supervisory Board. And the documents were delivered to the bank and the current report was produced on the [ 19th of June 2024 ]. Thank you. Could you please, Alliance Poland Open Pension Fund. This is the shareholder that I represent.
Leszek Koziorowski
executiveThank you very much. Are there any other proposals for the candidates? I can't see any. So at this moment, I close the list of the submissions to the composition of the Supervisory Board. And we are obliged to prepare the opinion of the adequacy of these candidates, which will take us 30 minutes. It's 11:00. So now I will order the break half past 11. So if this will be the longer break, of course, I will inform you around half past 11 about further decisions. But at this point, we will give a chance to the bank actually to assess the suitability of these candidates, so that you could see the suitability of criteria on the screen. So the break is still half past 11:00. [Break]
Katarzyna Zimnicka-Jankowska
executiveLadies and gentlemen, thank you very much for your patience. And I would like to resume the conduct of this meeting. It's 7 minutes past 12. So we have it delayed and as for the time until which the break was supposed to be. Also, we have to speed up a little bit. We are debating on number regarding the adoption of the resolutions and appointments to the Supervisory Board for a new term of office. And we have 8 candidates to the composition of the Supervisory Board and in line with the regulations for this General Meeting of Shareholders. I oblige to put under a vote these candidates in alphabetical order. And in the same time, you will be given the assessment, the suitability assessment -- individual suitability assessment for each candidate, who is voted on and will be showed on the screen so that when we vote on individual candidate so that we can the assessment made. As for the alphabetical order. So I would like to confirm with the voting system that we have the same order. So they will be named by me. First is Maciej Cieslukowski; then, Dominik Kaczmarski; Jerzy Kalinowski; Hanna Kuzinska; Andrzej Oslizlo; Marek Panfil; Pawel Waniowski; Katarzyna Zimnicka-Jankowska. Yes, this is the same order in the voting system. So I will put under the vote the candidates in this order. So when we have the appointments to the Supervisory Board, so surpassed by a simple majority of the votes cast. All votes are secret, and I would like to reconfirm that. So would you like to ask any question regarding the candidate? So we can start the series of votes. And we will see on the screen the assessment for Maciej Cieslukowski. You can see. So this is the suitability assessment. So it was made. And could you please prepare the voting system for the secret vote. So change it into the secret mode, please? And I would like you to cast your votes on the appointment into the composition of the supervisory Board, Mr. Maciej Cieslukowski for the new term office as it is worded in the resolution in the current report, 38/2024. So please cast your votes on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveHas everyone voted? Thank you. I close the vote. And now I will present the results of the vote. So I would like to confirm that this resolution has been adopted. For, yes, 668,054,558. Against, 130,875,630. Abstention is 1,619,470. The next candidate. This is Dominik Kaczmarski. And we can see also the suitability criteria on the screen. And now we will vote on this candidate, and please cast your votes on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveThe vote is still pending. Thank you very much. I close the vote. And now I will read the result of this vote. So the proposed resolution has not been adopted. For yes, 275,648,281. Against, 598,794,610. And abstention, 26,106,767. So the candidate did not obtain the simple majority of the votes cast. And the next candidate Jerzy Kalinowski. And could you please -- so you can see on the screen the suitability assessment, and you can read it. And also, I would like now to order the vote, the secret vote, and cast your votes on this candidate, please. [Voting]
Katarzyna Zimnicka-Jankowska
executiveSo we can close the vote, and I will read the result of the vote. Thank you very much. I would like to confirm that this resolution has been adopted. For yes, [ 477,042,814 ]. Against, [ 230,875,630 ]. And abstention is 92,631,214. The resolution has been adopted. The next candidate is Hanna Kuzinska. So we have the suitability assessment on the screen. And now I order the vote on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveThank you very much. I close the vote. And now I will read the results of the vote. So I would like to confirm that this resolution has been adopted. For yes, 668,054,558. And against, [ 130,075,630 ]. Abstention is 1,619,470. So the next candidate, Andrzej Oslizlo. And we have the suitability assessment on the screen. And you can read this. And now I order the vote on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveThank you. I close the vote. And I will read the result of the vote now. I would like to confirm that this resolution has been adopted. For yes, 668,054,558. Against, [ 130,075,630 ]. Abstentions, 1,719,470. Now we move to the next candidate, Marek Panfil. And you can see the suitability assessment on the screen. And now I order the secret ballot on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveSo I think that we can close this vote, and I will read the result of the vote. I would like to confirm this resolution has been adopted. For yes, 666,641,112. Against, 192,636,552. And abstentions 1,612,903. Marek Panfil was also appointed a member of the Supervisory Board for the new term of office. The next candidate, Pawel Waniowski. And you can see also the suitability assessment on the screen. And now I order the vote on this candidate. [Voting]
Katarzyna Zimnicka-Jankowska
executiveThank you very much. I close the vote, and I will read the result of the vote now. So the votes for yes, 668,054,558. Against, 130,075,630. Abstention is 1,619,470. This resolution has been adopted, and I would like to confirm it. And then we have the last candidate, Katarzyna Zimnicka-Jankowska. And could you please also -- we have the suitability assessment on the screen and could you please cast your votes on this candidate? [Voting]
Katarzyna Zimnicka-Jankowska
executiveThank you very much. I close the vote. And I would like to read the result of the vote. So the resolution has been adopted. The vote for yes, 668,054,558. Against, 230,875,630. And abstention, 1,619,470. So then we ended this round of votes and all the candidates have been voted on. So in summary, I would like to show that the Supervisory Board was appointed in the following composition. Maciej Cieslukowski, Jerzy Kalinowski, Hanna Kuzinska, Andrzej Oslizlo, Marek Panfil, Pawel Waniowski, Katarzyna Zimnicka-Jankowska. So these are the persons who were appointed by the General Meeting of Shareholders, the composition of the Supervisory Board for the new term of office. So congratulations to all the members of the Supervisory Board. Thank you very much on my own behalf and also on behalf of my colleagues who are joining us online. Thank you. And now in accordance with the paragraph 2 of the statute of the company, the Chairman of the Supervisory Board is appointed by authorized shareholders and also -- so that is why I'm just addressing the authorized shareholders, the representative of the State Treasury for addressing this point. So referring to the indicated paragraph 12 of the statute of the bank. The supervisory Board appoints Katarzyna Zimnicka-Jankowska as the Chairwoman and Vice Chairman, Pawel Waniowski. Thank you very much again for my nomination. I also would like to thank and congratulations to the appointed persons. So now we fulfilled all the requirements regarding the appointments to the Supervisory Board for the new term of office. So all candidates were voted on and the Supervisory Board has been appointed. And from this moment, the Supervisory Board can start working because the State Treasury indicated that Chairwoman and Vice Chairman of the Supervisory Board, which, of course, will be also mentioned in the protocol for today's meeting. So we exhausted point #17, and now we will have the voting -- open votings. But moving to point #18, namely adopting the resolution of the assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A. I would like to ask you for 10-minute break because as a result of the nominations that were made, so we have to prepare an adequate form of the collective suitability that will be presented to the General Meeting of Shareholders, and we need 10 minutes. So the break is still 12:35. Thank you very much. [Break]
Katarzyna Zimnicka-Jankowska
executiveLadies and gentlemen, so it is after break, I resume the conduct of today's general meeting of the shareholders. Please take your seats and I would like to ask for the collective suitability to be presented on the screen. We are doing Point #18 adapting the resolution on the assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A. And also, you can see this resolution. And this is compliant with the wording of the report of 30th, 2024, what is stated of the collective suitability of the supervisor topic and Bank Polski, S.A. Any questions regarding this? So the collective suitable the assessment reverse so the Supervisory Board, consisting of 7 members. Okay. So I would like also to start the voting system on this resolution. And I put under the resolution as it is in the current report. Yes. There is kind of -- [indiscernible], the representative on that [indiscernible], and I would like to ask for 5 minutes break for consultation. Okay. We had a break, so it is not surprising, our resolution. So 12:45, we will resume. so yes, I order the break. [Break]
Unknown Executive
executiveLadies and gentlemen, so I resume the conduct of today's meeting. And I bought on their vote, the resolution regarding the assessment of -- the collective suitability assessment of Bank Polski S.A. So we have to repeat the vote again on this resolution, And I open the vote now, and we are holding again on this resolution regarding the collective suitability assessment. [Voting]
Unknown Executive
executiveThank you very much. So I understand that all of you cast their votes. So now I will read the result of the vote. And I would like to confirm that this resolution has been adopted, and there were 470,002,108 votes against 32,012,050 votes against and [indiscernible] [ 197,806,000 ]. The resolution has been adopted. So we discussed Point #19 on the agenda, and we have the contribution from the representative of the Same Treasury.
Unknown Shareholder
shareholder[indiscernible] the State Treasury, I would like to propose the break in the conduct of the meeting to the 30th of July to 10 a.m, and I would like to submit also the draft resolution regarding the adjournment of the conduct of this meeting to the Chairman of today's meeting.
Unknown Executive
executiveLadies and gentlemen, as you're going to see on the shareholder proposed the break in the conduct of this meeting. So I would like to read this resolution once again, regarding the adjournment of this meeting of Bank Powszechna Kasa Spólka Akcyjna pursuant to the commercial or Powszechna Kasa Oszczednosci Paragraph #1. So the general meeting of shareholders orders break till the 30th of June [indiscernible] till 10 and the conduct will be -- of the meeting will be continued in the headquarters of the bank. Paragraph #2, that the resolution becomes effective on with the moment of its adoption. So this is the resolution. So this is the request, and I have to order the vote on this proposal. And I would like also to remind you that in accordance with the article found on a Paragraph 2, so the required majority of those costs is 2/3. Are there any questions? So I would like to put on the vote resolution regarding the 23rd of July at 10 a.m. and the conduct of this meeting will be continued at the headquarters of the company on the 23rd of June at 10 a.m. So we are voting on this resolution regarding the adjournment of the meeting to the 23rd of July at 10 a.m. So I understand that everyone has voted. So I close the vote. And now I will read the result of the vote on this resolution regarding the adjournment of the meeting till 23rd of July, 10 a.m. Thank you very much. I would like to come at this resection has been adopted. So there were votes for [ 64,141,970 ]. There were no votes against [ 27,099,898 ]. And the resolution on the adjournment of this meeting until the 23th of July, 10:00 a.m. was adopted with the major of the share of the vote 74%. And so this means that now I close the meeting. And the meeting will be resumed on the 23rd of July at 10 a.m. when I opened the meeting -- sorry this was mistaken, 23rd of July at 10 a.m. So the maximum adjournment is 30 days. Sorry I made a mistake. I said 23rd of November, I'm so sorry. This is the 23rd of July 10 am. So sorry for that mistake. So of course, we see each other on the 23rd of July at 10 a.m., and we will continue the agenda [indiscernible] Point 19 and 20th, and I close the meeting. So thank you very much, and I would like to thank all the shareholders and their proxies for their participation in the general meeting of shareholders, I would like to thank also the members of the Supervisory Board and congratulate on the nominations. I extend my thanks also the Chairwoman of the Supervisory Board. So -- and thank you very much also to the technical crew supervising developing system and all the employees for organizing this meeting to translators and also to the Notary for actually taking the minutes of today's meeting. We stay here in the room to sign the minutes of today's meeting. And then there will be the meetings prepared by the Notary, and this will be the summary of today's meeting. Thank you very much. Congratulations to all. I hereby close the conduct of this meeting.
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