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PCF Group S.A.

AGM Information Jun 4, 2024

5756_rns_2024-06-04_96c015c1-1ed2-40d9-b669-e2e610d3fbbd.pdf

AGM Information

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RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF PCF GROUP S.A. OF WARSAW HELD ON JUNE 4TH, 2024

Resolution No. 1/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the appointment the Chairperson of the Meeting

The Annual General Meeting hereby appoints Mr. Sebastian Wojciechowski as the Chairperson of the Meeting.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 2/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the appointment the Ballot Counting Committee

The Annual General Meeting hereby resolves not to appoint a Ballot Counting Committee as the Meeting will use an electronic ballot counting system.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 3/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the adoption of the agenda for the Annual General Meeting

The Annual General Meeting hereby adopts the following agenda for the Meeting:

    1. Opening of the Annual General Meeting.
    1. Appointment of the Chairperson of the Annual General Meeting and registration of attendance.
    1. Confirmation that the Annual General Meeting has been properly convened and has the capacity to pass resolutions.
    1. Voting on a resolution on the appointment of the Ballot Counting Committee.
    1. Voting on a resolution on the adoption of the agenda for the Annual General Meeting.
    1. Presentation by the Management Board of PCF Group S.A. of the Company's financial results and other material information included in the financial statements to be approved by the Annual General Meeting.
    1. Consideration of the Supervisory Board's Report for the financial year 2023.
    1. Consideration and, if thought fit, approval of:
    2. a. The Directors' Report on the operations of PCF Group S.A. and its Group in 2023.
    3. b. The full-year standalone financial statements of PCF Group S.A. for the financial year ended December 31st, 2023.
    4. c. The full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st, 2023.
    1. Voting on a resolution to cover PCF Group S.A.'s net loss for the financial year 2023.
    1. Voting on a resolution on the consideration and approval of the Report of the Supervisory Board and its Audit Committee on their activities in 2023, including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021.
    1. Discussion of the Supervisory Board's Report on the remuneration of members of the Management Board and Supervisory Board in 2023.
    1. Voting on a resolution to grant discharge from liability for member of the Management Board of PCF Group S.A. in respect of performance of his duties in 2023.
    1. Voting on resolutions to grant discharge from liability for members of the Supervisory Board of PCF Group S.A. in respect of performance of their duties in 2023.
    1. Closing of the Annual General Meeting.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 4/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the consideration and approval of the Directors' Report on the operations of PCF Group S.A. and its Group in 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 393.1, Art. 395.2.1 and Art. 395.5 of the Commercial Companies Code of September 15th, 2000 (consolidated text: Dz. U. of 2024, item 18, as amended) and pursuant to Art. 11.1.1 and 11.1.2 of the Company's Articles of Association, hereby resolves as follows:

Section 1

Following its consideration, the Annual General Meeting resolves to approve the Directors' Report on the operations of PCF Group S.A. and its Group in 2023.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 5/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the consideration and approval of the full-year standalone financial statements of PCF Group S.A. for the financial year ended December 31st, 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 393.1 and Art. 395.2.1 of the Commercial Companies Code of September 15th, 2000 (consolidated text: Dz. U. of 2024, item 18, as amended) and pursuant to Art. 11.1.1 of the Company's Articles of Association, hereby resolves as follows:

Section 1

Following their consideration, the Annual General Meeting resolves to approve the fullyear standalone financial statements of PCF Group S.A. for the financial year ended December 31st, 2023, comprising:

  • − the standalone statement of financial position as at December 31st, 2023, showing total assets of PLN 502 508 thousand;
  • − the standalone statement of profit or loss for the period January 1st December 31st, 2023, showing a net loss of PLN 64 652 thousand;
  • − the standalone statement of profit or loss and other comprehensive income for the period January 1st – December 31st, 2023, showing negative total income of PLN 64 652 thousand;
  • − the standalone statement of changes in equity for the period January 1st December 31st, 2023, showing a net increase in equity by PLN 171 253 thousand;
  • − the standalone statement of cash flows for the period January 1st December 31st, 2023, showing a net change in cash balance of PLN 48 397 thousand;

and

− notes to the financial statements.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 6/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the consideration and approval of the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st, 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 393.1 and Art. 395.5 of the Commercial Companies Code of September 15th, 2000 (consolidated text: Dz. U. of 2024, item 18, as amended) and pursuant to Art. 11.1.2 of the Company's Articles of Association, hereby resolves as follows:

Section 1

Following their consideration, the Annual General Meeting resolves to approve the fullyear consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st, 2023, comprising:

  • − the consolidated statement of financial position as at December 31st, 2023, showing total assets of PLN 513 461 thousand;
  • − the consolidated statement of profit or loss for the period January 1st December 31st, 2023, showing a net loss of PLN 75 575 thousand;
  • − the consolidated statement of profit or loss and other comprehensive income for the period January 1st – December 31st, 2023, showing negative total income of PLN 80 889 thousand;
  • − the consolidated statement of changes in equity for the period January 1st December 31st, 2023, showing a net increase in equity by PLN 150 251 thousand;
  • − the consolidated statement of cash flows for the period January 1st December 31st, 2023, showing a net change in cash balance of PLN 56 033 thousand;

and

− notes to the financial statements.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 7/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on covering PCF Group Spółka Akcyjna's net loss for the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 395.2.2 of the Commercial Companies Code of September 15th, 2000 (consolidated text: Dz. U. of 2024, item 18, as amended) (the "Commercial Companies Code") and pursuant to Art. 11.1.3 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting resolves to cover the Company's net loss for the financial year 2023, of PLN 64,651,944.69 (sixty-four million six hundred fifty-one thousand nine hundred forty-four złoty, sixty-nine groszy) to be covered, in full, from the Company's statutory reserve funds.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 8/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on the consideration and approval of the Report of the Supervisory Board and its Audit Committee on their activities in 2023, including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1. of the Company's Articles of Association in conjunction with Principle 2.11 of the Best Practice for GPW Listed Companies 2021, hereby resolves as follows:

Section 1

Following its consideration, the Annual General Meeting resolves to approve the Report of the Supervisory Board and its Audit Committee on their activities in 2023, including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 9/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Management Board of PCF Group S.A. in respect of performance of his duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Sebastian Wojciechowski in respect of performance of his duties as President of the Management Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 12 574 933 valid votes were cast from 12 574 933 shares representing 34.9884200929% of share capital, of which 12 574 933 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 10/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Mikołaj Wojciechowski in respect of performance of his duties as Chairman of the Supervisory Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 11/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Kuba Dudek in respect of performance of his duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 12/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Jacek Pogonowski in respect of performance of his duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 13/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of her duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Barbara Sobowska in respect of performance of her duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 14/06/2024 of the Annual General Meeting of PCF Group S.A. of June 4th, 2024

on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of her duties in the financial year 2023

The Annual General Meeting of PCF Group S.A. of Warsaw (the "Company"), acting pursuant to Art. 11.1.4 of the Company's Articles of Association, hereby resolves as follows:

Section 1

The Annual General Meeting hereby grants discharge from liability for Dagmara Zawadzka in respect of performance of her duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2023.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 27 564 413 valid votes were cast from 27 564 413 shares representing 76.6950616483% of share capital, of which 27 564 413 votes "for", 0 votes "against" and 0 votes "abstained".

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