28 stycznia 2019

Position of Kredyt Inkaso’s Management Board regarding the press release “BEST wants better supervision in Kredyt Inkaso, concerned about the course of the Extraordinary Shareholder Meeting”

Kredyt Inkaso’s Management Board would like to respond to the claims and assessments formulated in BEST’s opinion which, in the opinion of Kredyt Inkaso’s Management Board, are unjustified and unobjective. In the opinion of the Management Board, BEST’s groundless claims formulated in the press release are associated with the numerous statements of claim filed by BEST against Kredyt Inkaso, including, as one may presume, the latest statement of claim which BEST reported in the current report of 9 January 2019. Kredyt Inkaso complies with prevailing laws and regulations on financial reporting, fulfills the reporting duties imposed on public companies and acts in keeping with the standards prevailing in the capital market. Kredyt Inkaso is credible and transparent towards investors, the PFSA and other public administration bodies. In the opinion of Kredyt Inkaso’s Management Board, also BEST’s entitlements as part of corporate governance are fully respected.

BEST has the right to nominate one member of Kredyt Inkaso’s five-member Supervisory Board and entrust them with individual oversight over the work of the Management Board. Kredyt Inkaso’s Management Board would be very happy to see the nomination of Mr. Senye to this position. However, for three years, BEST has consistently appointed a person who has relatively short business experience and education only in law, cooperating with the law firm representing BEST in its relations with Kredyt Inkaso.

The members of Kredyt Inkaso’s Supervisory Board nominated by the company’s majority shareholder, Waterland Private Equity, have in total 55 years of experience on managerial and advisory positions in a number of industries, including the financial industry, and some of them have occupied executive positions in, and advised, the biggest Polish listed companies. They have high level of legal, financial and business expertise, backed up by 8 university diplomas in the area of finance and law, obtained in Poland and abroad. In the opinion of Kredyt Inkaso, the composition of company’s Supervisory Board ensures an appropriate level of control over the company’s activities.

Kredyt Inkaso’s Management Board has received and assessed the declarations of independence from all Supervisory Board members. Contrary to BEST’s claims, 3 out of the 4 Supervisory Board members nominated by Waterland Private Equity satisfy these criteria. The Supervisory Board member appointed by BEST does not satisfy them.

The strategy of the Kredyt Inkaso group is described in the annual reports submitted by the company. Modifications of this strategy, if any, and long-term financial plans following from such modifications will be presented by the Management Board to the Supervisory Board, in accordance with the company’s articles of association. After they are adopted by the Supervisory Board, they can be presented to market participants to the extent consistent with the company’s reporting policy.

Kredyt Inkaso’s Management Board acknowledges BEST’s critical position regarding the incentive plan for the key employees in the company proposed by the majority shareholder Waterland Private Equity. At the same time, however, it believes it should be emphasized that the cost of the full annual remuneration of Kredyt Inkaso’s existing Management Board accounts for only 55% of the remuneration paid to the management board of BEST1 and is below 60% of the remuneration of the management board of another, much smaller debt collector listed on the WSE2. Hence, contrary to Best’s claims, the remuneration paid to Kredyt Inkaso’s Management Board is much below the “highest in industry” levels.

 

Next, a special auditor appointed on BEST’s request, to audit a potential data leakage, which allegedly occurred in 2016, submitted with a great delay a report which did not present any findings or recommendations. The scope of the statutory auditor’s activities was, by virtue of law, limited to the activities described in the request submitted by BEST, but the auditor examined, without limitations, all the issues that BEST considered necessary to examine. It should be reminded, however, that the District Prosecution Office, which examined this issue much earlier without any constraints regarding access to data and systems, discontinued the proceedings, concluding that there was no data leakage. When BEST’s attorney-in-fact once again expressed concerns regarding the alleged data leakage at the previous shareholder meeting, Kredyt Inkaso’s Management Board, following a discussion with the company’s Supervisory Board, decided to appoint a new, this time specialized, IT expert, who undertook to carry out an audit again.

Development of the IT infrastructure is a natural process for companies from the debt collection industry. Data security is extremely important to us and the company’s Management Board takes this issue very seriously. This was confirmed in 2018 by an external auditor, by awarding the ISO-27001 data security certificate to Kredyt Inkaso. According to the Management Board’s best knowledge, no other major company in the debt collection industry in Poland (including BEST) has obtained such certificate.

BEST’s claims regarding Kredyt Inkaso’s investment in AGIO NSFIZ certificates made in 2016 and 2017 and, generally, asset valuations are surprising because Kredyt Inkaso’s Management Board clearly stated at the ESM that, according to its knowledge, the purpose of this investment was to generate capital gains. As for valuation of assets, independent external experts, the custodian bank, auditors of funds and two TFIs independent of Kredyt Inkaso as well as two different auditors of Kredyt Inkaso’s consolidated financial statements have confirmed these valuations many times over the past few years.

The requirement to obtain an accreditation by journalists who want to participate in Kredyt Inkaso’s shareholder meeting, recently introduced in the bylaws, is aimed only at ensuring sufficient space in the room for all participants.

Kredyt Inkaso systematically increases the scale of business and improves financial results. In H1 of the current financial year (April 2018 – September 2018) Kredyt Inkaso generated net revenues in the amount of PLN 90 million, up 40 percent year-over-year. Cash EBITDA for the 6 months ended 30 September 2018 amounted to PLN 80 million, up 33 percent year-over-year.

Kredyt Inkaso is a solid partner for investors investing in the company’s bonds. Throughout its history the company has placed 41 series of debt securities with the total par value of PLN 1.022 billion. All maturing bond series have been redeemed on time together with interest.

 

1 As per annual financial statements for 2017

2 As per annual financial statements for 2017