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PCF Group S.A.

Remuneration Information Oct 23, 2024

5756_rns_2024-10-23_2791bde8-f1c4-4f48-b426-d03597d7b30f.pdf

Remuneration Information

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Resolution No. 17/2024 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 21 October 2024

on the recommendation to adopt the amended "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw"

The Supervisory Board of PCF Group S.A. (the "Company"), acting pursuant to Section 4 in Chapter X of "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw" adopted by Resolution No. 13 of the Annual General Meeting of the Company dated 23 September 2020 (the "Remuneration Policy"), having reviewed the proposed amendments to the Remuneration Policy prepared by the Management Board of the Company, hereby resolves as follows:

§ 1

The Supervisory Board recommends that the General Meeting of the Company adopt the amended "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw", attached hereto as Schedule 1.

§ 2

The Supervisory Board resolves to request Mr Sebastian Wojciechowski, a shareholder of the Company representing at least one-twentieth of the share capital of the Company, to submit to the Management Board of the Company, pursuant to Article 401 § 1 of the Code of Commercial Companies, a request to place on the agenda of the Extraordinary General Meeting of the Company convened for 13 November 2024, an item concerning the review and adoption of the amended "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw".

§ 3

This resolution becomes effective upon its adoption.

Schedule 1 to Resolution No. 17/2024 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 21 October 2024 on the recommendation to adopt the amended "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw"

REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF PCF GROUP S.A. WITH ITS REGISTERED OFFICE IN WARSAW

I. GENERAL PROVISIONS

    1. Pursuant to Article 90d Section 1 and Article 90e Section 4 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw adopts this Remuneration Policy.
    1. The following changes have been made to this Remuneration Policy compared to the previous Remuneration Policy:
    2. (a) the purpose of the Remuneration Policy has been aligned with the Company's updated business strategy, which does not specify the Company's short- and long-term objectives (Chapter II, Section 2(a));
    3. (b) the rules for remuneration of members of the Supervisory Board were clarified by including the possibility to determine additional remuneration for participation in meetings of the Supervisory Board and meetings of committees of the Supervisory Board (Chapter VII, Section 2 and 4);
    4. (c) the timing of the entry into force of this Remuneration Policy and the expiry of the previous Remuneration Policy was determined (Chapter XIII, Section 1).

In addition, amendments of an editorial nature were made to improve the clarity of the text of the Remuneration Policy.

    1. Remuneration Reports prepared on the basis of the previous Remuneration Policy were subject to discussion by the General Meeting in accordance with Article 90g Section 7 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, the results of which did not need to be included in this Remuneration Policy.
    1. For the purposes of this Remuneration Policy:
  • Group means the group of companies for which the Company is the dominant entity within the meaning of the Accounting Act of 29 September 1994;

Commercial Companies Code means the Act of 15 September 2000 – Commercial Companies Code;

  • Remuneration Policy means remuneration policy for members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw;
  • Supervisory Board means the supervisory board of PCF Group S.A. with its registered office in Warsaw;
  • Company means PCF Group S.A. with its registered office in Warsaw;
  • Subsidiary means any entity controlled by the Company within the meaning of the Accounting Act of 29 September 1994;

Remuneration Report means a remuneration report covering a summary of remunerations paid or due to individual members of the Management Board and the Supervisory Board in the last financial year.

Articles means the Company's articles of association;

of Association

  • Act means the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to an Organized Trading and on Public Companies;
  • General Meeting means an ordinary or extraordinary general meeting of shareholders of the Company;

Management Board means the management board of PCF Group S.A. with its registered office in Warsaw.

II. OBJECTIVES OF THIS REMUNERATION POLICY

    1. This Remuneration Policy sets out the principles of remunerating members of the Management Board and the Supervisory Board.
    1. The objective of this Remuneration Policy is in particular to:
    2. (a) implement the Company's business strategy and ensure the Company's stability;
    3. (b) ensure a consistent and incentivizing system of remunerating members of the Management Board, adequate to their experience, competence and responsibilities, which will ensure their lasting relationship with the Company and full commitment in the performance of their functions in the Company;
  • (c) properly incentivize and encourage the involvement of members of the Management Board and the Supervisory Board in the long-term development of the Company and the Group;
  • (d) prevent the occurrence of the conflicts of interest.
    1. When determining the remuneration of the Management Board and the Supervisory Board members, the following objective criteria are considered in particular:
    2. (a) the scope of duties assigned to the relevant position, the required experience and competence;
    3. (b) market standards regarding the level of remuneration for a specific position in the gaming industry.
    1. The pay and working conditions of the Company's employees other than the members of the Management Board and the Supervisory Board were considered in the process of establishing this Remuneration Policy. The said conditions were reviewed in particular to ensure that the level of remuneration of members of the Management Board and the Supervisory Board is adequate to the level of their responsibilities, competence and contribution to the implementation of the business strategy of the Company and the Group and that is takes into account the financial condition of the Company and the Group, considering the need to ensure the highest competence and experience of persons who are members of the Management Board and members of the Supervisory Board, and an increased level of risk related to the performance of their functions.
    1. The Company pays remuneration to members of the Management Board and the Supervisory Board exclusively in accordance with this Remuneration Policy. Without prejudice to the Remuneration Policy, members of the Management Board and the Supervisory Board are also subject to provisions of the contracts entered between them and the Company or the Group companies, as well as resolutions of the Company's corporate bodies governing the terms of their remuneration.

III. LEGAL BASIS FOR REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD

    1. The legal basis for remuneration of members of the Management Board is the legal relationship between the Company and a member of the Management Board. Members of the Management Board may perform their duties under the following legal relationships:
    2. (a) appointment to the position of a member of the Management Board for the time of performing the function of a member of the Management Board (appointment);
    3. (b) employment relationship under an employment contract (employment contract);
  • (c) commissioning the Company management services under a civil law contract (managerial contract).
    1. The legal basis and detailed content of the contracts or appointment of members of the Management Board is determined by way of a resolution of the Supervisory Board. The Supervisory Board may define different legal basis and different terms of engagement for individual members of the Management Board.
    1. Members of the Management Board may additionally perform work or other services to the Company or the Group companies under employment contracts or civil law contracts concluded by them individually, or as part of their business activity, provided that the scope of such contracts does not overlap or interfere with the tasks performed in their capacity as members of the Management Board. Contracts under which a member of the Management Board provides services other than those related to his/her managerial function in the Company or other Group companies are concluded at arm's length.
    1. Contracts with Management Board members may be concluded for a definite or indefinite term. The civil law contract currently in place between the Company and the President of the Management Board was concluded for an indefinite term.
    1. Contracts concluded with members of the Management Board may be terminated by the Company or a member of the Management Board with a notice period of up to three months. However, other notice period, not exceeding 12 months, may also be applied. In cases defined by labor law regulations (with respect to employment contracts) or in cases enumerated in the contracts concluded with members of the Management Board, or resulting from civil law regulations (with respect to civil law contracts), the Company has the right to terminate the contract with immediate effect. Important reasons authorizing the Company to terminate without notice the civil law contract between the Company and the President of the Management Board include in particular:
    2. (a) a gross infringement of duties contemplated in the contract if it results in the Company or its subsidiary suffering damage and such damage is not remedied in the prescribed period;
    3. (b) an infringement of business secret as a result of willful misconduct;
    4. (c) a significant breach of law confirmed in a final and binding court judgment or a final administrative decision to the extent that such a breach affected the proper performance of the contract.
    1. A Company's delay in payment of the remuneration by more than 30 days is deemed to be an important reason that authorizes the President of the Management Board to terminate the civil law contract with the Company without notice.
    1. When determining the remuneration of a member of the Management Board under his/her employment contract, for the provision of services or performance

of his/her functions, all his/her remunerations under all legal titles obtained in the Company and the Group are taken into account.

  1. Members of the Management Board may be bound by non-compete agreements under which a member of the Management Board is required to refrain from competing with the Company or the Group for a period up to 12 months following the termination of the legal relationship between the member of the Management Board and the Company (or the Group companies).

IV. REMUNERATION OF THE MANAGEMENT BOARD MEMBERS

    1. Remuneration of members of the Management Board for performing their functions in the Management Board is made up of the following components:
    2. (a) fixed remuneration the monthly cash remuneration for performing the function in the Management Board, awarded regardless of the criteria related to the financial or non-financial results;
    3. (b) variable remuneration in the form of a bonus ("Variable Remuneration");
    4. (c) other cash and non-cash additional benefits.
    1. Members of the Management Board may receive additional remuneration in connection with being in an employment or civil law relationship with the Company or a Group company under which they perform work or services to the Company or a Group company not related to the performance of the managerial functions. Remuneration may consist of a fixed component, variable component and additional cash and non-cash benefits. In that case the fixed remuneration is determined as the product of a fixed hourly rate and the number of hours of work or services performed by the Management Board member in the given month for the Company or the Group.
    1. Management Board members may receive fixed remuneration for performing their function in the management board of a Subsidiary, including the Subsidiary with its registered office outside Poland. Such remuneration may be paid on the basis of legal titles referred to in Chapter III of the Remuneration Policy. As at the date of adoption of this Remuneration Policy, the President of the Management Board receives remuneration from a Subsidiary in which he performs the managerial function under an employment contract.
    1. The Supervisory Board is authorized to determine the rules of granting the Variable Remuneration, as well as other cash and non-cash benefits that may be awarded to the Management Board members in accordance with the Remuneration Policy, to the extent that is necessary to award and pay them and to the extent to which these issues are not governed by and are contrary to the Remuneration Policy. The Supervisory Board is in particular authorized to determine the type, amount and method of payment of the fixed remuneration, variable remuneration and other cash and non-cash benefits received by each member of the Management Board.
    1. If a Management Board member signed a non-compete agreement covering the period following the termination of his/her membership in the Management

Board, such member of the Management Board may be awarded respective compensation in an amount determined by the Supervisory Board.

V. RULES FOR AWARDING REMUNERATION TO THE MANAGEMENT BOARD MEMBERS

    1. The Supervisory Board determines the remuneration of a Management Board member following negotiations with the Management Board member.
    1. All benefits to Management Board members are granted by the Supervisory Board by way of a resolution.
    1. The amount of the Variable Remuneration due to a Management Board member depends on his/her performance measured against goals set by the Supervisory Board and verified annually by the Supervisory Board. The goals may include in particular:
    2. (a) the Company achieving a particular level of a net profit;
    3. (b) a specific price of the Company's shares listed on the regulated market of the Warsaw Stock Exchange or achieving a particular net profit per share ration;
    4. (c) achieving individual goals by the Management Board member depending on his/her function in the Company;
    5. (d) implementation of the Company's strategy;
    6. (e) achieving particular quality metrics for the Company's games.
    1. As part of the authorization referred to in Chapter IV Section 4, the Supervisory Board may set detailed terms of awarding and paying the Variable Remuneration, including goals for the Management Board members, based on exemplary objectives specified in Section 3 above, as well as other objectives which according to the Supervisory Board will contribute to the implementation of the business strategy, long-term interests and stability of the Company.
    1. The Variable Remuneration for a given year is paid to a given member of the Management Board after the financial statements for the same year have been prepared and audited.
    1. The total amount of Variable Remuneration components (excluding stock-based incentive programs) of the given Management Board member must not exceed five times the total of the fixed remuneration components he/she receives from the Company and the Subsidiaries.
    1. The proportion of the remuneration components referred to in the preceding section is calculated by comparing the amount of the Variable Remuneration that may be awarded for the given year to the total of all components of the fixed remuneration paid in the given year, including the remuneration for the provision of services other than the management services. When making calculations the

Supervisory Board may neglect certain benefits if their cash value is negligible. It concerns in particular additional benefits.

    1. The rules of granting the Variable Remuneration do not provide for deferral periods or return of Variable Remuneration once paid.
    1. In special circumstances pertaining to a Management Board member and his/her involvement in the Company's affairs or the Company itself, an additional single cash award may be granted to a member of the Management Board. As part of the authorization referred to in Chapter IV Section 4, the Supervisory Board may set additional circumstances authorizing a Management Board member to receive an additional cash award.
    1. Management Board members are entitled to non-cash benefits financed by the Company, including in particular:
    2. (a) the right to a family medical package;
    3. (b) the right to use a company phone or computer (laptop);
    4. (c) directors' and officers' liability insurance (D&O liability insurance).
    1. The Company reimburses Management Board members for the necessary expenses incurred in performing their duties in their capacity as members of the Management Board or under the contract concluded with the Company.
    1. Management Board members may also be awarded other non-cash benefits in accordance with the rules adopted at the Company. A detailed scope and rules applicable to non-cash benefits due to Management Board members are specified in detail in a contract concluded with a Management Board member or in a resolution of the Supervisory Board.
    1. Management Board members may be covered by an employee capital plan in accordance with the rules set out in the Act of 4 October 2018 on Employee Capital Plans.
    1. No pension plans or early retirement plans apply to members of the Management Board.

VI. LEGAL BASIS FOR REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD

    1. Each member of the Supervisory Board performs his/her function under an appointment by a resolution of the General Meeting. The Company does not conclude employment contracts, contracts of mandate, task-specific contracts or other similar contracts with members of the Supervisory Board in respect of their membership in the Supervisory Board.
    1. Members of the Supervisory Board may be revoked at any time, in accordance with applicable laws, and they are not entitled to any benefits in this respect.
  • Members of the Supervisory Board may additionally render services to the Company or the Group companies under civil law contracts concluded by them individually or as part of their business activity, provided that the scope of such contracts does not overlap or interfere with the tasks performed in their capacity as members of the Supervisory Board. Contracts under which a member of the Supervisory Board provides services other than those related to his/her function in the Company or other Group companies are concluded at arm's length.

VII. REMUNERATION OF THE SUPERVISORY BOARD MEMBERS

    1. Remuneration of members of the Supervisory Board is made up of a basic monthly salary for performing the function in the Supervisory Board which is determined by way of a resolution of the General Meeting. Members of the Supervisory Board are entitled to the monthly salary referred to in the preceding sentence regardless of the number of meetings of the Supervisory Board.
    1. Irrespective of the monthly salary referred to in Section 1 above, members of the Supervisory Board may be entitled to additional remuneration for attending meetings of the Supervisory Board, which shall be determined by resolution of the General Meeting.
    1. Members of the Supervisory Board appointed to a committee of the Supervisory Board (e.g. the Audit Committee) are entitled to an additional monthly remuneration for the performance of the function in such committee. The remuneration is determined by way of a resolution of the General Meeting.
    1. Irrespective of the additional monthly remuneration referred to in Section 3 above, members of the Supervisory Board appointed to a committee of the Supervisory Board may be entitled to additional remuneration for attending meetings of a committee of the Supervisory Board, which shall be determined by resolution of the General Meeting.
    1. If a member of the Supervisory Board performs his/her function for part of a calendar month, his/her remuneration referred to in Section 1 and Section 3 above is calculated pro rata to the number of days for which such function was performed in a given month.
    1. Members of the Supervisory Board are entitled to an additional non-cash benefit in the form of directors' and officers' liability insurance (D&O liability insurance).
    1. No pension plans or early retirement plans apply to members of the Supervisory Board.

VIII. STOCK-BASED INCENTIVE PLANS

    1. As of the date of adoption of this Remuneration Policy, no remuneration is granted by the Company to members of the Management Board or Supervisory Board in the form of financial instruments.
    1. In the future the Company may adopt incentive plans for all or some members of the Management Board, which will be based on financial instruments (for

example, subscription warrants or shares of the Company). If required by the applicable provisions of law, the incentive plans based on financial instruments will be adopted by the General Meeting in a separate resolution. If such plans are adopted, the Remuneration Policy will specify the vesting periods for such instruments, the principles of their disposal and will describe the manner in which the granting of remuneration in the form of financial instruments will contribute to the achievement of the objectives referred to in Chapter II Section 2.

IX. CONFLICT OF INTEREST

    1. The purpose of this Remuneration Policy is to ensure that potential conflicts of interest associated with remuneration of the members of the Management Board and the Supervisory Board are identified, mitigated and managed.
    1. In order to mitigate the conflicts of interest, the Remuneration Policy provides for the division of competencies between relevant bodies of the Company (Management Board, Supervisory Board, General Meeting) with respect to the issues it regulates, including those that involve its adoption, implementation and review, as well as its evaluation and temporary derogation.
    1. If a member of the Management Board or a member of the Supervisory Board identifies a likelihood of a conflict of interest with respect to the issues governed by the Remuneration Policy, he/she will submit his/her comments to the Chairman of the Supervisory Board to decide on the further course of action. In the case of a potential conflict of the Chairman of the Supervisory Board, the Chairman of the Supervisory Board will submit comments to the entire Supervisory Board.
    1. Notwithstanding the above, members of the Management Board are required to comply with the requirements of Article 377 of the Commercial Companies Code on potential conflicts of interest.

X. RULES OF IMPLEMENTATION AND APPLICATION OF THE REMUNERATION POLICY AND ITS REVIEW

    1. This Remuneration Policy is the second Remuneration Policy referred to in the Act.
    1. The Remuneration Policy was developed by the Management Board, with the support from the Company's HR and Legal Departments. In the process of establishing the Remuneration Policy the market practice applied in the gaming industry as of date of drafting the Remuneration Policy, as well as the current Company practice were taken into account. The Remuneration Policy was adopted by the General Meeting.
    1. To the extent defined by the provisions of law, the Supervisory Board is required to implement the Remuneration Policy with respect to the Management Board members and to adopt the relevant resolutions in this regard.
    1. The Remuneration Policy is reviewed in detail by the General Meeting at least every four years, which is confirmed by the relevant resolution of the General Meeting. Prior to a review, the Supervisory Board prepares a recommendation

for the General Meeting, in the form of a resolution, regarding amendments, if any, that should be introduced to the Remuneration Policy. The General Meeting may decide to review the Remuneration Policy more frequently than every four years.

  1. Subject to the provisions of Chapter XII, all significant amendments to the Remuneration Policy need to be approved by the General Meeting by way of a resolution.

XI. REMUNERATION REPORT

    1. The Supervisory Board is required to draw up an annual Remuneration Report providing a comprehensive overview of the remuneration, including all benefits, regardless of their form, received by individual members of the Management Board and the Supervisory Board in the recent financial year, in accordance with the Remuneration Policy.
    1. Members of the Supervisory Board are responsible for the information contained in the Remuneration Report. For the purposes of preparing the Remuneration Report, the Supervisory Board is entitled to request members of the Management Board, as well the Company financial and HR department for providing information on the remuneration received by the Management Board members from the Company. The Remuneration Report is subject to the auditor's assessment.

XII. DEROGATION FROM THE REMUNERATION POLICY

    1. If it is necessary to pursue its long-term interests and financial stability or to ensure its profitability, the Company may temporarily derogate from adhering to the Remuneration Policy entirely or partly.
    1. A temporary derogation from the Remuneration Policy may in particular be caused by matters involving the implementation of the Company strategy or actions which, if not taken, might adversely affect the performance of the Company obligations.
    1. A decision to derogate from the Remuneration Policy is taken by the Supervisory Board in the form of a resolution.
    1. A temporary derogation from the Remuneration Policy may be requested by the Management Board which should specify the reasons and provide a justification for such a temporary derogation.
    1. The Supervisory Board's resolution on temporary derogation should specify in particular:
    2. (a) the period for which the derogation is applied;
    3. (b) the derogated elements of the Remuneration Policy;
    4. (c) the reasons and justification for such derogation.

XIII. MISCELLANEOUS

    1. This Remuneration Policy enters into force as of the date of its adoption by the General Meeting and, at that time, the previous Remuneration Policy adopted by Resolution No. 13 of the Annual General Meeting of the Company dated 23 September 2020 shall cease to have effect.
    1. The Remuneration Policy and a resolution of the General Meeting regarding the adoption of the Remuneration Policy together with the date of its adoption and the results of the voting will be published on the Company's website immediately, no later than 7 days form its effective date.

Resolution No. 17/2024 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 21 October 2024 on the recommendation to adopt the amended "Remuneration Policy for the Members of the Management Board and the Supervisory Board of PCF Group S.A. with its registered office in Warsaw" was adopted in an open vote, using means of direct remote communication, by e-mail, in compliance with the procedure and requirements provided for in § 8 Section 1 and Sections 4 – 7 of the the Supervisory Board Rules, in conjunction with § 20 Section 4 of the Articles of Association of the Company.

Name and surname Position Vote1
Mikołaj Wojciechowski Chairman of the Supervisory Board  For
 Against
 Abstaining
Lidia Banach-Hoheker Member of Supervisory Board  For
 Against
 Abstaining
Kuba Dudek Member of Supervisory Board  For
 Against
 Abstaining
Jacek Pogonowski Member of Supervisory Board  For
 Against
 Abstaining
Barbara Sobowska Member of Supervisory Board  For
 Against
 Abstaining

1 Cross the box next to the correct choice

Warsaw, 21 October 2024

/ signature /

Mikołaj Wojciechowski, Chairman of the Supervisory Board

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