Bank Handlowy w Warszawie S.A. (WSE:BHW)
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May 6, 2026, 5:00 PM CET
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AGM 2023

Apr 26, 2023

Sławomir Sikora
Chairman of the Supervisory Board, Bank Handlowy w Warszawie S.A.

Good morning, ladies and gentlemen. My name is Sławomir Sikora. I am the Chairman of the Supervisory Board of Bank Handlowy, of Citi Handlowy, and also I hereby open the ordinary general shareholders meeting of Citi Handlowy as a call for today by the management board of the bank. A very warm welcome to all shareholders, members of the management board headed by Madam Chairman, members of Supervisory Board. In line with our agenda, please put forward your candidates for the chairperson of this meeting. Acting for SI Investment Corporation, I would like to propose attorney Jarosław Iwanicki as the chairman of this session. Thank you very much. I would like to ask whether Mr. Jarosław Iwanicki consents to becoming chairperson. Yes, I do. Thank you. Are there any other candidates? None.

Let us now vote. Who is in favor of electing Mr. Jarosław Iwanicki as chairman of this ordinary general shareholders meeting? Everything is electronically handled, so it is very difficult to find out whether the votes have been cast already. Who's against? Who's abstained? Let us wait for the results. In favor, 108 million, 24 thousand, 737 votes. These have been cast in favor. All votes in favor. I would like to conclude that Mr. Jarosław Iwanicki has been elected chairman of this ordinary general shareholders meeting. Over to Mr. Jarosław Iwanicki.

Jarosław Iwanicki
Attorney / Partner, A&O Shearman

Good morning, ladies and gentlemen. Thank you very much for electing me. I obviously will... I declare that I will try to do whatever I can in order to monitor and moderate this meeting in respect for all shareholders' rights.

Could I please request the list of attendance I am required to sign? This meeting is attended by 16 shareholders. Is attended by 16 shareholders representing in total 108,024,738 of shares, i.e., 82.67% of the share equity of the bank. Today's shareholders meeting, as has been emphasized by the Chairman of the Supervisory Board, has been called by the Management Board by an announcement published in by report number 6/2023 of March 29, 2023, i.e., all requirements arising from the Commercial Companies Code have been met, as have been provisions concerning the public market. I would like to conclude that this meeting has been called properly and is thus authorized to pass binding resolutions.

If I may, I would like to provide you with a couple of information, a handful of logistics with regard to the cause and progress of this meeting. Today's meeting is attended by Mr. Sławomir Sikora, Ms. Sylwia Kapital , Mr. Marek Kapuściński, Ms. Anna Rulkiewicz, Ms. Barbara Smalska. Other Supervisory Board members have excused their absence. In terms of the Management Board, the following members are in attendance. Madam President Elżbieta Światopełk-Czetwertyńska, Ms. Natalia Bożek, Mr. Maciej Kropidłowski, Ms. Barbara Sobala, Andrzej Wilk, Ivan Vrljić. Other Management Board members have excused their absence. From what I gather, since we shall be focusing on financials today, we also have representatives of the bank-certified auditor. Yes, we do. The following question, do we have representatives of the media present? None. A couple of comments concerning the course and proceedings of this meeting.

All votes are taken in open ballot. Closed ballot shall be announced for personal matters. Whereas today, we shall only be focusing on absolving the members of the management board and supervisory board of their duties. Now, should any shareholders file a motion for voting in closed ballot, I shall be announcing voting in closed ballot with regard to any other resolution. Well, the contents of proposed resolutions have been actually already announced by the management board. I will be quoting them. Now, should shareholders have any comments regarding those to reject any other resolution, please let me know, and then I shall be modifying the content of said resolution, and then we shall be voting. Modified content is a priority. Moreover, each and every shareholder voting against may also file an objection with regard to specific matters.

Such objection can be also made part of the minutes. The objection opens the path to appealing against a specific resolution by a shareholder. That is all in terms of logistics. Let us move to substantive matters. Let us now adopt the agenda. The agenda comprise opening of the meeting, election of the chairperson of the meeting, confirmation that the meeting has been duly convened and is capable of taking valid resolutions, adoption of the agenda, taking resolutions on the consideration and approval of the annual financial statements of the bank for the financial year ended December 31st, 2022. Consideration and approval of the annual consolidated financial statements of the capital group.

Consideration and approval of the report of the activity of the bank and the capital group of the bank and non-financial information in granting discharge to the members of the bank's management board and supervisory board's members. Consideration and approval of the remuneration policy applied to the bank. Assessment of the effectiveness of the supervisory board's operation for 2022, and assessment of the adequacy of internal regulations regarding the functioning of the supervisory board in this period. Opinion concerning the supervisory board's report on the remuneration of the management board members and members of the supervisory board of Bank Handlowy for the year 2022, granting discharge to the member of the supervisory board. Distribution of the net profit for the year 2022. Distribution of undistributed net profits for previous years. Acceptance of information to the amendments of regulations and closing of the meeting.

Ladies and gentlemen, any comments? I see none. Let us now vote concerning resolution number two of the meeting. The ordinary general meeting hereby approves the agenda of the ordinary general meeting. Let us vote. Thank you very much. The vote is closed. Thank you very much. I hereby conclude that the general shareholders' meeting has adopted the agenda as proposed unanimously. Now let us move to strictly substantive matters, the passing of resolutions. We shall be focusing on financials regarding the consideration approval of the annual financial statements of the bank for the financial year ended December 31, 2022. Could I ask Madam President to enlighten us with regards to most recent developments?

Elżbieta Światopełk-Czetwertyńska
President of the Management Board and CEO, Bank Handlowy w Warszawie

Good morning, ladies and gentlemen.

I am very, very happy to see you today, and I am happy to be able to present you with our performance for 2022. That was an extraordinary year. We were working in very difficult geopolitical conditions and therefore high dynamics on financial markets. The outbreak of Ukrainian War has changed our sense of security, bringing profound changes to world economy and causing humanitarian crisis that we did not remain indifferent to. Regardless of the very difficult conditions and environment, Bank Handlowy has delivered record-breaking performance and supported its clients. We were wherever our expertise, know-how, knowledge of local markets, and the global outreach were needed. During today's meeting, I would like to present excellent financial performance of the bank for 2022.

Summarize our most important business accomplishments. I will also be talking about the delivery of main assumptions for the strategy of the bank for 2022, 2024, since 2022 was the first year of the bank's new strategy. I would also want to share comments with regard to activities taken by the bank in the ESG area last year, as this area forms a fundamental part of our strategy. I will also be talking about the distribution of profit for 2022, but that will be discussed shortly. Let me begin by summarizing the financial performance of the bank. 2022 was a time of record-breaking growth in revenue, both for institutional banking, 72% of all bank revenue, but also in the retail banking division.

The group's revenue has grown by 55% year-on-year, whereas in institutional banking, this growth amounted to 51%, whereas in retail banking, specifically 67% year-on-year in comparison with 2021. The growth in revenue was impacted by the growth in interest rates, which also contributed to growth in interest with regard to the portfolio of investment debentures and the strategic volumes in terms of institutional banking. Operational costs, as seen on the slide, have grown in 2022 by 11% given the inflation pressure and higher regulatory costs. These growths were also recorded for payroll. The bank continues to invest in human resources, not to mention the growth in administrative costs, including aforementioned regulatory costs and ICT and computer hardware expenses. The cost-to-income ratio amounted to 37%.

We have also recorded a 14% change, improvement in comparison to last year. The overall growth had also amounted from a poorer outlook with regard to the overall financial forecast, specifically in terms of the high inflation persisting high inflation rate. The quality of the loan portfolio is invariably good. With regard to the loan portfolio of the bank, all ratios are considerably above the median for the banking sector. The management board and staff have taken specific activities with an outcome of a record-breaking net profit of PLN 1.5 million złotys. This actually has doubled our performance for 2021, and also it is the highest ever performance in the bank's history.

That amount of the net profit was possible to be achieved thanks to the implementation of the bank's strategy in the key areas. In 2022, the bank participated in many strategic transactions, including certain transactions that meet the ESG criteria. For example, for consortium financing for Elemental Holding. The PLN 5.7 billion of funding was provided to institutional banking customers. That was the increase of more than 50% quarter-over-quarter. PLN 1.6 billion for our corporate customers and PLN 1.7 billion for individual customers. That was the year where we increased the volumes of payments served.

In the segment of corporate cards in 2022, the value of cashless transactions increased by 83% for credit cards and by 31% for debit cards compared to 2021. The value of trade transactions increased by 10% compared to 2021. Here I mean financing of trade. The bank remains the leading financial institution in terms of finding funding of supplies and procurement. Citi Handlowy won a lot of awards, for example, the first place in the Euromoney ranking as the market leader. We also focus on asset management. The Citi Private Client number increased by 8%, and also there was an increase in the segment of individual clients by 6%.

On slide number five, I'm going to summarize the first year of the implementation of the bank's strategy for the period 2020 to 2024 that was adopted at the end of 2021, before the breakout of the war in Ukraine. I have a pleasure to tell you that the ambitious goals planned for 2022 were achieved, and in the case of long-term objectives, we are progressing in the right direction. In 2022, we cooperated with our customers very closely. We helped them manage liquidity and foreign exchange risks on the fluctuating financial markets. We supported the development ambitions, and we provided advice in the case of their transactions. That was reflected in our results. We increased the total revenues by 55% year-on-year.

For institutional banking, the increase was 14%, and in consumer banking, it was 33% increase. Also, our investment grew both faster than budgeted. The increase was at the level of 24% compared to the assumed 12%, and the return on assets was 2.2%. The plans were 1.4%. We also improved the efficiency. Despite the 11% increase of operational costs, the cost-to-income ratio is 35%, which is much better than defined in our strategy. We are also happy that we increased the assets in corporate banking by 11% compared to the previous year.

It was in this segment where we want to be the first choice bank for companies that have international needs and ambitions, which would enable us to further increase income from the customers in the coming years. We are going to continue to focus on ESG digital and investment banking in the coming years. We are going to focus on development of employees and organizational culture. We are also going to monitor the surroundings of the banks, considering the future macroeconomic situations, dynamic changes in the banking environment, and also changes in the risk assessment resulting from the needs to establish provisions related to currency loans. On this slide, I would like to show you the implementation of the objectives that we set in the area of ESG.

Our business objectives are integrated with the objectives of sustainable development because this is a key part of our strategy. We support the green transformation customers and environmental, social, and corporate governance issues are taken into account, among others in our credit or loan decisions. In 2022, we have been successful in acquiring new green assets, and we provided almost PLN 400 million financing in this segment, which brings us closer to our target of PLN 1 billion green assets by 2024. In 2022, we also improved the key ESG indicators of our bank, and we also achieved the objectives related to the reduced emissions and reduced energy consumption. Our, employees also got involved in volunteering, and I'm very proud of our employees who helped those in need.

Their actions were targeted at helping the Ukrainian refugees, almost 100 support projects have been conducted with participation of almost 1,000 volunteers and their relatives. We also implement tasks related to education and also providing support to social and educational initiatives. I would like to discuss the slide that is showing building of the value and the dividends. On the left-hand side, you can see the situation of the bank's shares in the previous year. During the first few months, the level was at 60 PLN. There was the decrease in February, caused by the breakout of the war in Ukraine. The decrease at the beginning of July was caused by the announcement of the credit holidays.

In the Q1, the price of bank's share started to increasing very fast, reaching the record-breaking level of PLN 76. The return on investment was 20%, taking into account the dividend rate. We are consistent in implementation of the dividend policy of the bank. Most of the earnings, net earnings are going to be provided to the shareholders in the form of dividend. Taking into account the regulatory changes and the dynamic situation in the banking environment and also the requirements related to MREL, the management board of the bank decided to allocate 75% of the bank's profit to the dividend, and the remaining part will be allocated to the supplementary capital.

The dividend rate is 11%, and the dividend per action is nine PLN. The dividend payment date will be the 15th of May 2023, and the dividend date is 8th of May 2023. On the next slide, you can see our achievements for 2022. Despite of the difficult environment, I believe that the year was very good for the bank. First of all, the bank has achieved the very high net profit, the highest in the history. The return on equity was 24%. We had higher revenues, plus 55% year-on-year. That was translated in increased operational margin, that increased by 101%.

We also had increased dynamics of assets in the corporate banking, we also consistently implement our ESG objectives. We supported our customers on the currency markets, which is demonstrated by increased effects, volumes. The increase was 30%. We are also happy that the customers are coming also to our retail banking, we have an increased number of wealthy customers. I would like to thank members of the management board for very good cooperation. Thank you for your attention, I will be happy to answer any questions you may have. Thank you very much, President. Now I'd like to open the discussion on the activity of the bank in the financial year 2022.

Do we have any questions from the shareholders, including the shareholders who are connected remotely? I don't see any questions, so, thank you very much once again. Therefore, we can proceed to the less interesting part of this package. That is, we are going to vote on individual resolutions that are required in order to approve the activities of the bank. The first resolution is resolution number three of the ordinary general meeting of the Bank Handlowy w Warszawie S.A., Spółka Akcyjna on consideration and approval of the annual financial statements of the bank for the financial year ended December the 31st, 2022.

Pursuant to Articles 395, Paragraph two, Item one of the Commercial Companies Code and Paragraph nine, Section one, Item one of the Bank's Articles of Association, the ordinary general meeting of Bank Handlowy S.A., having considered the annual financial statements of Bank Handlowy w Warszawie S.A. for the financial year ended on the 31st of December 2022, has resolved to approve the annual financial statements of Bank Handlowy w Warszawie S.A. for the financial year ended 31st of December 2022, comprising a statement of financial position prepared as at the 31st of December 2022, showing the balance sheet, the total of PLN 69 billion 892 million 966 złotys.

The income statement for the year 2022 showing the net profit amounting to PLN 1,569,310,000. The statement on comprehensive income for the year 2022 showing the total comprehensive income of PLN 1,315,099,000. Statement of changes in equity for the year 2022 showing an equity balance of PLN 7,899,604,000. The cash flow statement for the year 2022 showing a net cash balance of PLN 658,777,000. Additional information and explanatory notes together with the independent auditor's report on the audit of the financial statements.

All these documents have been provided to the shareholders together with the rest of the materials for the general meeting. I would like to open the vote on the resolution to approve the unconsolidated financial statements of the bank for 2022. Thank you very much. I hereby close the vote.

Jarosław Iwanicki
Attorney / Partner, A&O Shearman

Thank you very much. I hereby wish to conclude that the ordinary general meeting has approved the financial statement for 2022 unanimously. Now, we are about to vote on the consideration and approval of the report of the

Annual consolidated financial statements of the capital group of the bank. Pursuant to Article 395, Clause 5 of the Commercial Companies Code, in conjunction with Article 55, Paragraph 5, and Article 53, Paragraph 1 of the Accounting Act of 29 September 1994. The ordinary general meeting of Bank Handlowy w Warszawie S.A., having considered the annual consolidated financial statements of the capital group of Bank Handlowy w Warszawie S.A. for the financial year ended on December 31st 2022, has resolved to approve the annual consolidated financial statements of the capital group for the financial year ended December 31st 2022. Comprising the consolidated statement of the financial position prepared for December 31st 2022, showing a balance sheet total of PLN 69 billion 801 million 402 thousand złotys.

The consolidated income statement for the year 2022, showing a net profit of PLN 1,545,680,000 złotys. Consolidated statement of the comprehensive income for the year 2022, showing total comprehensive income of PLN 1,291,558,000 złotys. Consolidated statement of changes to equity for the year 2022, showing an equity balance of PLN 7,960,245,000 złotys. Consolidated cash flow statement for the year 2022, showing a net cash balance of PLN 658,777,000 złotys. Additional information and explanatory notes together with the independent auditor's report on the audit of the financial statements.

Let us vote, ladies and gentlemen, concerning the resolution to approve the Annual Consolidated Financial Statements of the capital group of the Bank for the financial year ended on December 31, 2022. Thank you very much. I hereby close the vote. I wish to conclude that the Ordinary General Meeting has approved the Annual Consolidated Financial Statements of the capital group of the Bank for the year 2022 unanimously. Let us consider and approve the Report on the Activity of the Bank and the capital group of the Bank in 2022, and the Report on the Non-Financial Statements of the Bank and the capital group of the Bank for 2022. Article number five.

Pursuant to Article 395, Clause two, Item one, and Clause five of the Commercial Companies Code and Paragraph nine, Section one, Item one of the bank's Article Association, the ordinary general meeting of Bank Handlowy w Warszawie S.A., after consideration, has resolved to approve the report on activities of Bank Handlowy w Warszawie S.A. and the capital group of Bank Handlowy w Warszawie S.A. in the year 2022, as well as the non-financial statements of Bank Handlowy w Warszawie S.A. and the capital group of Bank Handlowy w Warszawie S.A. for the year 2022. Let us take a vote. Let us vote concerning the resolution. Thank you very much. The vote is closed. Thank you very much. I wish to conclude that the ordinary general meeting has approved the report on the activity of the bank and the capital group of the bank in 2022 unanimously.

The next item on our agenda is the granting of discharge to the management board, including their President. Should the shareholders have nothing against, I suggest that we vote for all these resolutions en masse, then I will give you the results of votes individually. Thank you very much. We have identical resolutions for all items. Pursuant to Article 395, Clause two, Point three of the Commercial Companies Code and Clause nine, Section one, Item three of the bank's Articles of Association, the ordinary general meeting resolved to grant discharge for the President of the Management Board of the Bank Handlowy S.A., and specifically, respectively for management board members. Last but not least, this is a personal matter, as said before. We shall be voting in closed ballot.

I would like to thus announce a vote on resolution number 6 concerning the granting of discharge to the President of the bank's management board, Ms. Elżbieta Światopełk-Czetwertyńska. Let us vote. Thank you very much. Vote is closed. Resolution number seven, concerning the granting of discharge to Ms. Natalia Bożek, the Vice President of the management board of Bank Handlowy w Warszawie S.A. I'm sorry, we also have to take account of our shareholders voting remotely. The granting of discharge for the Vice President of the bank's management board, Ms. Natalia Bożek. Resolution number seven. Let's vote. Can we close the vote, please? Thank you very much. The vote is closed. Resolution number eight, concerning the granting of discharge to Vice President of the bank's management board, Mr. Denis Husey. The vote is open. Thank you very much. The vote is now closed.

Resolution number nine on the granting of discharge to Vice President of the bank's Management Board, Mr. Maciej Kropidłowski. The vote is now open. Thank you very much. The vote is now closed. Resolution number 10, concerning the granting of discharge to the Vice President of the bank's Management Board, Ms. Barbara Sobala. The vote is now open. Thank you very much. The vote is now closed. Resolution number 11 on the granting of discharge to the Member of the bank's Management Board, Mr. James Foley. The vote is now open. Thank you very much. The vote is now closed. Resolution number 12, concerning the granting of discharge to the Vice President of the bank's Management Board, Ms. Katarzyna Majewska. There is 1 amendment in comparison with the previous resolutions. Ms.

Katarzyna Majewska shall be assessed, both as the Vice President and a member of the Management Board of Bank Handlowy w Warszawie S.A. Ms. Katarzyna Majewska is being now evaluated wearing a double hat, so to speak. The vote is now open. Thank you very much. The vote is now closed. Resolution number 13, concerning the granting of discharge to the member of the bank's Management Board and Vice President of the Management Board of Bank Handlowy w Warszawie S.A., Mr. Andrzej Wilk. The vote is now open. Thank you very much. The vote is now closed. Resolution number 14, concerning the granting of discharge to member of the bank's Management Board, Mr. Ivan Vrhel. The vote is now open. Thank you very much. The vote is now closed.

Elżbieta Światopełk-Czetwertyńska
President of the Management Board and CEO, Bank Handlowy w Warszawie

As far as the granting of discharge to the president, the decision was unanimous. Natalia Bożek, the Vice President, again, a unanimous decision in favor. Dennis Hussey, Vice President of the bank, the discharge was voted on in favor unanimously. Maciej Kropidłowski, Vice President, again, a unanimous vote in favor. Vice President of the management board of Barbara Sobala, again, a unanimous vote in favor. James Foley, Member of the Management Board of the bank, a unanimous decision in favor. Vice President of the management board of the bank, Katarzyna Majewska, unanimous vote in favor. Vice President of the management board of the bank, Mr. Andrzej Wilk, unanimous vote in favor. Mr. Ivan Vrhel, again, the unanimous vote in favor.

I can say that all members of the management board have obtained full approval of the shareholders as far as their performance of their duties last year is concerned. Thank you very much. Now we are going to proceed to the next point on our agenda. That is consideration and approval of the bank's Supervisory Board's report on its activity for 2022. Assessment of the remuneration policy applied at the bank. Assessment of the effectiveness of the Supervisory Board's operation for 2022. Assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board in this period. As far as the report on the Supervisory Board's activity, the report has been published in the materials provided for the general meeting. Let's hear from the Chairman of the Supervisory Board. Thank you very much.

On behalf of the Supervisory Board, I would like to say a few words about last year. As Mr. Chairman has said, the report is available. I'd like to say that the Supervisory Board, when performing its duties, has been taken intense actions, both in individual committees dedicated for individual areas of the operation of the Bank, like the Audit Committee, Risk and Capital Committee, Nomination and Remuneration Committee, and the Strategic Committee. In all these committees, we've been very active dealing with the areas that have been indicated as those that the Supervisory Board needs to deal with.

Now, what requires special radical attention is the adequacy of internal regulations. We have decided that the internal regulations of the bank are appropriate for the risk to be properly managed in the bank and also for the internal control system to be run properly. As to the remuneration policy, let me say that we've been dealing with it several times. We've assessed the adequacy of the remuneration policy. This regards both the remuneration of members of the Supervisory Board and the management board. The remuneration consists of a fixed and variable part. In my opinion, this corresponds to both short-term and mid-term objectives set in the strategic plan. The mid-term would be three years.

Let me also say that the bank applies the method of deferring part of the remuneration for the period of five years, which in our opinion, again, balances the will to take the risk and taking responsibility for the risk taken, as well as the financial objectives. The third thing I would like to emphasize, well, to echo what the President of the Management Board has said, last year was actually good for the bank. We achieved our objectives in difficult market conditions. The year was good not only for the bank and for the management of the bank, it was also very good for the shareholders. The value of the bank increased by more than PLN 4 million, from PLN 7 to billion, sorry.

From PLN 7 billion-PLN 11 billion, which definitely is the source of satisfaction to the shareholders, and I think that the shareholders' expectations have been met. Here I would like to thank and congratulate the management board on such results, and at the same time, I would like to thank my colleagues from the supervisory board. If you have any questions to our report, we'll be happy to answer them. Thank you very much. Okay. In such a case, are there any questions from the shareholders to the report of the supervisory board?

I don't see any questions. Therefore, I would like to open the vote on resolution number 15 on consideration and approval of the bank's supervisory board's report on its activity for 2022, assessment of the remuneration policy applied at the bank, and assessment of the effectiveness of the supervisory board's operation for 2022, and assessment of the adequacy of internal regulations regarding the functioning of the supervisory board in this period. The ordinary general meeting resolved to approve the Bank Handlowy w Warszawie S.A. supervisory board's report on its activity for 2022. Based on an assessment as contained in the report of the supervisory board, states that the established remuneration policy contributes to the development and security of the operations of the bank.

Based on the supervisory board's self-assessment as contained in the report of the supervisory board, positively assesses the effectiveness of the supervisory board's operation for 2022 and considers the internal regulations regarding the functioning of the supervisory board in that period as adequate. Now I would like to open the vote on the resolution approving the report of the supervisory board. Thank you very much. I hereby close the vote. Thank you. I would like to announce that the general meeting of shareholders has unanimously approved the report on the activities of the supervisory board in 2022. The next item on the agenda concerns the resolution regarding the opinion to the supervisory board's report on remuneration of the management board members and members of the supervisory board of Bank Handlowy w Warszawie S.A. in the year 2022.

Based on Article 3,979 of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments in an organized trading system on public companies, the ordinary general meeting gives its positive opinion to the supervisory board's report on remuneration of the management board members and members of the supervisory board of Bank Handlowy w Warszawie S.A. in 2022. The vote is now open. Thank you very much. Thank you very much. The vote is now closed. The resolution expressing a positive opinion on the report of the supervisory board received 105,016,801 votes in favor. 3,007,936 votes were against, and there were no abstentions.

Generally speaking, the remuneration policy in the bank has been assessed positively. The next point on the agenda is granting discharge to the members of the bank's Supervisory Board for 2022. If you agree, ladies and gentlemen, I would like to propose the same manner of voting as in the case of the giving discharge to members of the Management Board. The resolution is pursuant to Article 395, paragraph 2.3 of the Commercial Companies Code and Article nine, Section one, Item three of the bank's Articles of Association. The ordinary general meeting resolves to grant discharge to, and here comes the name, for 2022.

Jarosław Iwanicki
Attorney / Partner, A&O Shearman

The first resolution, number 17, concerns granting of discharge to Sławomir Sikora, Chairperson of the Supervisory Board of the Bank Handlowy w Warszawie S.A. Again, we have a secret ballot. I would like to open the vote on the granting of discharge to the Chairperson of the Supervisory Board. Thank you. The vote is now closed. Resolution number 18, concerning the granting of discharge to the Vice Chairperson of the Supervisory Board of the Bank, Ms. Kristine Braden. The vote is now open. Thank you. The vote is closed. Resolution number 19, concerning the granting of discharge to the member of the Supervisory Board of the Bank, Mr. Frank Mannion. The vote is open. Thank you. The vote is now closed. The resolution number 20 on the granting of discharge to the member of the Supervisory Board of the Bank, Ms.

Janny Grey. The vote is now open. Thank you very much. The vote is closed. Resolution number 21, concerning the granting of discharge to a member of the Bank Supervisory Board, Mr. Marek Kapuściński. The vote is now open. Thank you very much. The vote is now closed. Resolution number 22, concerning the granting of discharge to the member of the Bank Supervisory Board, Mr. Gonzalo Luchetti. The vote is now open. Thank you very much. The vote is now closed. Resolution number 23, concerning the granting of discharge to a member of the Bank Supervisory Board, Ms. Anna Rulkiewicz. The vote is now open. Thank you very much. The vote is now closed. Resolution number 24, concerning the granting of discharge to a member of the Bank Supervisory Board, Ms. Barbara Smalska. The vote is now open. Thank you very much. The vote is now closed.

I am sorry, I did not hear the comment from the floor. Okay, we will come back to it. That was resolution number 24 on the granting of discharge to member of the Supervisory Board, Barbara Smalska. Let us revote. I understand there was a technical problem with voting. Are you able to vote now? Thank you very much. The vote is now closed. Resolution number 25, concerning the granting of discharge to a member of the Bank Supervisory Board, Ms. Silvia Carpitella. The vote is now open. Thank you very much. The vote is now closed. Resolution number 26, concerning the granting of discharge to member of the Bank Supervisory Board, Ms. Helen Hale. The vote is now open. Thank you very much. The vote is now closed.

Resolution number 27, concerning the granting of discharge to a Member of the Bank Supervisory Board, Ms. András Reiniger. Let us now vote. The vote is open. Thank you very much. The vote is closed. The Chairman of the Supervisory Board, Sławomir Sikora, unanimously approved. The Vice Chairperson of the Supervisory Board, Ms. Kristine Braden, unanimously granted discharge. Mr. Frank Mannion, Member of the Supervisory Board, has been unanimously granted unanimous discharge. Ms. Jenny Grey, a Member of the Board, has been unanimously granted discharge. Mr. Marek Kapuściński, Member of the Supervisory Board, has been unanimously granted discharge by the meeting. Mr. Gonzalo Luchetti, Member of the Board, has been unanimously granted discharge by the ordinary meeting. Ms. Anna Rulkiewicz, Member of the Supervisory Board, has been unanimously granted discharge by the meeting.

Barbara Smalska, member of the Supervisory Board, has been unanimously granted discharge by the meeting. Ms. Silvia Carpitella has been unanimously granted discharge by the meeting. Ms. Helen Hale, Supervisory Board member, has been unanimously granted discharge by the meeting. Mr. Andras Reiniger, member of the Supervisory Board, has been unanimously granted discharge by the meeting. I hereby wish to conclude that in each and every case the meeting has granted discharge unanimously to all Supervisory Board members. I am sorry I cannot hear the comment from the floor. The speaker is regrettably not using a mic. I do apologize. I will resume translation once I can hear the speaker. Thank you very much. We have the next item on our agenda, i.e., passing a resolution concerning the distribution of net profit for the year 2022. Madam President has presented the Management Board's Proposal.

Resolution number 28. Let me read it out to you. Of the resolution number 28 of the ordinary general meeting. Pursuant to Article 395, Clause two, Item two of the Commercial Companies Code and Clause nine, Section one, Item two, and Clause 30, Section 1 of the bank's articles of association. Excuse me. The ordinary general meeting of Bank Handlowy w Warszawie S.A. has resolved as follows: To distribute the net profit for the year 2021 in the amount of PLN 1,569,309,367.45 as follows: Dividend to shareholders, PLN 1,175,936,400, which means that the dividend per share amounts to a thousand... Five...

To set the date for de-determining the right to the dividend for May 8, 2023, i.e., the dividend day, and to set the date of payment of the dividend for May 15, 2023, the dividend payment date. I would like to ask whether shareholders have any comments or if they wish to file other proposals concerning the distribution of the bank's net profit for the past financial year. None. Let us thus vote. I am now opening the vote of the ordinary general meeting concerning the resolution concerning or regarding that profit according to what has been proposed. The dividend, 1,175,936,400 złotys, that is dividend of 9 złotys per share.

393,373,567 złotys and 45 groszy as allocation for the reserve capital. May eighth, 2023 as the dividend day, and May fifteenth as the dividend payment date. The vote is now open. Thank you very much. The vote is now closed. I wish to conclude that the general meeting has unanimously approved the proposal of the distribution of net profit for the previous year. We have the next item on our agenda, that is the distribution of the undistributed net profit for previous years. That is resolution number 29.

Pursuant to Article 395, Clause 2, Item 2 of the Commercial Companies Code and Clause nine, Section one, Item two, and Clause 30, Section one of the bank's article of association, the ordinary general meeting of Bank Handlowy w Warszawie S.A. has resolved to leave the entire undistributed net profit of the bank for the previous year undistributed. Said profit amounting to 642,082,090 złotys and 31 groszy. I hereby wish to open the vote concerning the distribution of the undistributed net profit for previous years. Thank you very much. The vote is now closed. Thank you very much. I wish to conclude that the general shareholders meeting has unanimously approved the management board's proposal concerning the distribution of the undistributed net profit for previous years. We have the final item on our agenda.

We have acceptance of the information on the amendments to the regulations of the Supervisory Board of Bank Handlowy w Warszawie S.A. This is resolution number 30. Pursuant to Paragraph 16, Section two of the bank's articles of association, the ordinary General Meeting of the bank decides to accept information on the amendment to the regulations of the Supervisory Board of Bank Handlowy w Warszawie S.A., adopted by a resolution of the Supervisory Board of Bank Handlowy w Warszawie S.A. of the 29th of September, 2022, with the content constituting appending number one to this resolution. The shareholders have been presented with the changed articles of association. They received that with together with the materials for the General Meeting. I would like to open the vote on resolution number 30. Here I close the vote.

I would like to conclude that the general meeting of shareholders has unanimously accepted the information on the amendments to the regulations of the Supervisory Board of Bank Handlowy S.A. That was the last item in the agenda. The agenda has been exhausted, and therefore, I would like to close the general ordinary meeting of shareholders. I would like to thank all the shareholders for the participation. Thank you very much.

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