BNP Paribas Bank Polska S.A. (WSE:BNP)
Poland flag Poland · Delayed Price · Currency is PLN
146.60
-7.40 (-4.81%)
May 8, 2026, 5:00 PM CET
← View all transcripts

EGM 2025

Nov 27, 2025

Monika Kaczorek
Independent Member of the Supervisory Board, BNP Paribas Bank Polska SA

Good morning. It's 11:00, and we will start. Monika Kaczorek, I am the independent member of the Supervisory Board of BNP Paribas Bank Polska S.A.. I would like to welcome you, shareholders, the representatives of the shareholders, and all the invited guests at today's extraordinary general meeting of shareholders of BNP Paribas Bank Polska S.A.. I would like also to welcome all of us here in this room and also all our guests online, and we will conduct the business of today's meeting. We have Przemysław Gdański, the CEO of the bank, is with us, Dorota Iwona Gajek, the counsel, and Andrzej Przybyła, the notary.

The subject matter of today's meeting, so I would like to inform you that in line with Article 359, Paragraph 1 of the Commercial Companies Code and Article 402 with Index 1, and Article 402 with Index 2 of the Commercial Companies Code, the Management Board of the Company on the 30th of October 2025 convened the extraordinary general meeting of shareholders of BNP Paribas Bank Polska through the announcement displayed on the company's website. The matter of this meeting is to adopt the resolutions that were published as draft resolutions together with the announcement of this meeting. I would like to inform you that there is a transmission of the conduct of this meeting via internet. I would like to ask the representative of Unicomp Company, the company that is handling the voting system, for the short commentary about the voting system.

Thank you very much, ladies and gentlemen. After signing the attendance list at the registration point, you receive the tablet for your vote. This tablet is logged in into the system. You have two keys. One is your data, the other one is the documents. Under this button, your data, you have the information about the representation, the number of the votes that you have at today's meeting and that you will vote with. The second button is the documents. Here you can see the view the documents that represent today's meeting. You can also look at them. As for the voting system, at the moment of ordering the vote, on your screen you will see the title of the vote, and on the tablet you will see the decision keys. At this moment you choose the right decision.

After choosing this decision, you are moved to the next screen, and there will be a summary of the decision that you have taken. This is the moment that you can confirm your decision. If yes, you confirm with the button, and then the vote is sent to the system. If by mistake you chose the wrong decision, you may use the return button, and you will be moved to the first screen. Then choose a decision, and again you are moved to the second screen and you confirm your decision. Of course, we have the secret and open votings and split voting. We are at your service if there are any questions, or if there might be any questions, please refer them to us. Thank you very much.

I wish you a fruitful meeting. Thank you very much to Unicomp Company for the instructions on the vote. Are there any questions about this information? No. Now we move to the next point on the agenda. This is the election of the chairperson of the meeting. Point two of the agenda, we have this procedure of electing the chairperson of the meeting. I order the election of the chairperson of the meeting. Please put forward your candidates from among the shareholders and shareholders' representatives who have gathered in this room. On behalf of BNP Paribas, I would like to propose myself to chair today's meeting. Thank you for this candidate. Are there any other candidates? No, I can't see any other candidates. I order the vote, secret vote on the proposed candidate to chair today's meeting. Please cast your votes.

Thank you very much for the result of the vote. I received the result of the vote. There were 130,075,080 valid votes from 130,075,280 shares, which represent 88.50% of the share capital. For Yes, 130,075,280. There were no votes against, and there were no abstentions. Therefore, I would like to confirm that this resolution has been adopted unanimously. The chairperson is Dorota Iwona Gajek, and I will give the floor to Madame Dorota Iwona Gajek. Thank you very much for this appointment. Now we move to the further points of the agenda. I would like to confirm that this meeting was convened properly by the Management Board through the announcement and also the current report. We have 130,075,280 shares represented here, which represents 88.50% of the share capital. This meeting is capable of adopting binding resolutions.

The next point is the acceptance of the agenda. I will read this agenda. Opening of the meeting, election of the chairperson of the meeting, confirmation that the meeting has been convened in proper manner and that it is capable of passing resolutions, acceptance of the agenda of the meeting, passing resolutions regarding amendments of the Articles of Association of BNP Paribas Bank Polska S.A., passing resolution of adopting of the consolidated text of the Articles of Association of BNP Paribas Bank Polska S.A., closing of the meeting. Are there any comments to such proposed agenda? I can't see any, that is why I order the vote on the acceptance of the agenda. I close the vote. I would like to confirm that this resolution regarding the adoption of the agenda was adopted unanimously with all the votes for Yes, 130,075,280.

We move to the next point, namely passing resolutions regarding amendments of the articles of association of BNP Paribas Bank Polska S.A.. Both resolutions were published regarding the amendments to the articles. The first resolution refers to the point to the own funds of the bank. This is paragraph number 28 of the articles. The second change refers to 33, namely this is the internal regulations of the bank. Both changes were approved by the Financial Supervisory Authority. I would like to read resolution number three, resolution number three on amendments of the articles of association of BNP Paribas Bank Polska S.A.. Paragraph number one, the general meeting acting pursuant to Article 105, paragraph 1 of the Commercial Companies Code amends the articles of association of BNP Paribas Bank. Point number one, the existing paragraph 28 shall read as follows.

The bank's own funds in the prudential sense are the sum of common equity, Tier 1 Capital, Additional Tier 1 Capital, and Tier 2 Capital. The bank's own funds in an accounting sense include share capital paid up and registered reserve capital, evaluation capital, 81 capital bonds, general risk fund for unidentified risk of banking operations, valuation adjustment fund, undistributed profits from previous year's profit in the process of approval and net profit of the current reporting period, calculating according to applicable accounting standards, specific funds established. The existing paragraph 33 shall read as follows. The internal regulations of the bank are issued by bank bodies in the form of resolutions, members of the Management Board in the form of circular letters or other internal legal acts, and persons holding positions specifying the methodology of internal legislation in the form of circular letters or other internal legal acts.

The detailed principles and method of issuing internal regulations within the bank and also scope and types of such regulations are defined in the internal legislative methodology resolution of the Management Board of the bank. Paragraph number two, the resolution shall come into force on the day it has been passed. I order the vote on this proposed resolution since there are no comments to it. I close the vote. I would like to confirm that this resolution was adopted unanimously with 130,075,280 votes for making change, paragraph 28 and paragraph 33. We move to the next resolution, resolution number four. I will read this draft of this resolution. This is on amendments of the Articles of Association of BNP Paribas Bank Polska regarding increasing the number of terms of office of a member of the Supervisory Board.

Acting pursuant to Article 130, paragraph 1 of the Commercial Companies Code, the general meeting amends the Articles of Association of BNP Paribas Bank Polska. The existing paragraph 16, paragraph 7 shall have the following: A member of the Supervisory Board may be reappointed for the Supervisory Board but for no more than four successive terms of office and not earlier than a year before the end of the current term. The resolution shall come into force on the day it is passed, provided that the permission of the Polish Financial Supervisory Authority to amend the Articles of Association of the bank has been obtained. Are there any comments to this resolution? Now we move to the vote. I order the vote on this drafted resolution. I close the vote.

I would like to confirm that this resolution has been adopted for Yes, for making these changes. In paragraph 16, there were 121,097,769 votes, which represents 92.75% of the share capital. Abstentions 9,477,511 and no votes against. Now resolution number five on adopting the solid text of the articles of association of BNP Paribas Bank Polska spółka akcyjna. I will not read the full draft of the articles of association. It incorporates all the changes that were passed by resolution. This is resolution number five on adopting consolidated text of the articles of association of BNP Paribas Bank Polska spółka akcyjna. I will not be reading the entire content of the articles because it was published. I just propose to vote on the consolidated text of the articles. I close the vote.

I would like to confirm that this resolution has been adopted for Yes, 126,020,280, which represents 88.5% of the share capital. Abstentions 4,355,000, no votes against. We exhausted our agenda for today. Thank you very much. I declare this meeting closed. I also would like to say thank you. Please be invited to some refreshments, coffee, and some sweets.

Powered by