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PCF Group S.A.

AGM Information Dec 11, 2023

5756_rns_2023-12-11_88fc98d6-36ac-48be-827f-4df56a71213a.pdf

AGM Information

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RESOLUTIONS ADOPTED BY THE EXTRAORDINARY GENERAL MEETING OF PCF GROUP S.A. OF WARSAW HELD ON DECEMBER 11TH, 2023

Resolution No. 1/12/2023 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") of December 11th, 2023

on the appointment of the Chair of the Meeting

The Extraordinary General Meeting hereby appoints Ms Aleksandra Karolina Dunin-Wilczyńska as the Chair of the Meeting.

In the secret vote on the resolution, 21,702,576 valid votes were cast from 21,702,576 shares representing 60.3851206353% of share capital, of which 21,702,576 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 2/12/2023 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") of December 11th, 2023

on the appointment of the Ballot Counting Committee

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

In the open vote on the resolution, 21,702,576 valid votes were cast from 21,702,576 shares representing 60.3851206353% of share capital, of which 21,702,576 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 3/12/2023 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated December 11th, 2023 on the adoption of the agenda of the Extraordinary General Meeting

The Extraordinary General Meeting adopts the following agenda:

    1. Opening the Extraordinary General Meeting.
    1. Electing the Chair of the Extraordinary General Meeting and preparing an attendance list.
    1. Confirming that the Extraordinary General Meeting has been properly convened and is capable of adopting binding resolutions.
    1. Adopting a resolution on the election of the Ballot Committee.
    1. Adopting a resolution on the adoption of the agenda.
    1. Adopting a resolution revising the remuneration of the Supervisory Board members.
    1. Adopting a resolution revising the remuneration of members of the Supervisory Board's Audit Committee.
    1. Closing the Extraordinary General Meeting.

In the open vote on the resolution, 21,702,576 valid votes were cast from 21,702,576 shares representing 60.3851206353% of share capital, of which 21,702,576 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 4/12/2023 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated December 11th, 2023 revising the remuneration of the Supervisory Board members

The Extraordinary General Meeting, acting pursuant to Article 392 § 1 of the Act of 15 September 2000 − Commercial Companies Code (consolidated text in Dz. U. of 2022, item 1467 as amended) and § 19 Section 1 of the Company's Articles of Association, resolves:

§ 1.

    1. The Extraordinary General Meeting determines the remuneration of the Supervisory Board members as follows:
    2. a) monthly remuneration of the Chair of the Company's Supervisory Board PLN 3,000.00;
    3. b) monthly remuneration of each of the remaining members of the Company's Supervisory Board - PLN 2,500.00.
    1. Notwithstanding the foregoing, each member of the Supervisory Board is entitled to an allowance of PLN 1,500.00 for participation in each meeting of the Company's Supervisory Board.
    1. If a member or Chair of the Supervisory Board hold their position for less than a full month, the remuneration referred to in Section 1 above will be paid pro rata.
    1. The remuneration referred to in this § 1 is due as of 1 January 2024.

§ 2.

As of 1 January 2024, Resolution No. 10 of the Company's Extraordinary General Meeting dated 26 June 2020 on determining the remuneration of members of the Supervisory Board, will expire.

§ 3.

This resolution becomes effective upon its adoption.

In the open vote on the resolution, 21,702,576 valid votes were cast from 21,702,576 shares representing 60.3851206353% of share capital, of which 21,700,351 votes "for", 2,225 votes "against" and 0 votes "abstained".

Resolution No. 5/12/2023 of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated December 11th, 2023

revising the remuneration of members of the Supervisory Board's Audit Committee

The Extraordinary General Meeting, acting pursuant to Article 392 § 1 of the Act of 15 September 2000 − Commercial Companies Code (consolidated text in Dz. U. of 2022, item 1467 as amended) and § 19 Section 1 of the Company's Articles of Association, resolves:

§ 1.

    1. The Extraordinary General Meeting determines the amount of remuneration due to members of the Supervisory Board's Audit Committee, in addition to their remuneration awarded in Resolution No. 4/12/2023 of the Extraordinary General Meeting dated December 11th, 2023, revising the remuneration of members of the Company's Supervisory Board, as follows:
    2. a) monthly remuneration of the Chair of the Supervisory Board's Audit Committee – PLN 2,000.00;
    3. b) monthly remuneration of a member of the Supervisory Board's Audit Committee having the knowledge and skills in the scope of accounting or auditing – PLN 2,000.00, provided that if such an Audit Committee member concurrently serves as the Chair of the Supervisory Board's Audit Committee, they will only be entitled to the remuneration referred to in letter a) above;
    4. c) monthly remuneration of each of the remaining members of the Supervisory Board's Audit Committee - PLN 1,500.00.
    1. Notwithstanding the foregoing, each member of the Supervisory Board's Audit Committee is entitled to an allowance of PLN 2,000.00 for participation in each meeting of the Supervisory Board's Audit Committee.
    1. If a member of the Supervisory Board's Audit Committee (including its Chair) holds their position for less than a full month, the remuneration referred to in Section 1 above will be paid pro rata.
    1. The remuneration referred to in this § 1 is due as of 1 January 2024.

§ 2.

As of 1 January 2024, Resolution No. 11 of the Extraordinary General Meeting of the Company dated 26 June 2020 on determining an additional remuneration of members of the Supervisory Board's audit committee, will expire.

§ 3.

This resolution becomes effective upon its adoption.

In the open vote on the resolution, 21,702,576 valid votes were cast from 21,702,576 shares representing 60.3851206353% of share capital, of which 21,700,351 votes "for", 2,225 votes "against" and 0 votes "abstained".

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