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PCF Group S.A.

Pre-Annual General Meeting Information Nov 13, 2023

5756_rns_2023-11-13_74069ae4-ff34-4eba-8094-f87c0aa5b53e.pdf

Pre-Annual General Meeting Information

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Resolution No. 28/2023 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 6 November 2023

expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., on the adoption of the agenda for the meeting

The Supervisory Board of PCF Group S.A. (the "Company"), acting pursuant to Principle 4.7. of the "Best Practice for WSE Listed Companies 2021", resolves:

§ 1

The Supervisory Board expresses its favorable opinion on the draft resolution of the Extraordinary General Meeting, on the adoption of the agenda of the meeting, attached hereto as Schedule 1.

§ 2

Schedule 1 to Resolution No. 28/2023 of the Supervisory Board of PCF Group S.A., with its registered office in Warsaw, dated 6 November 2023, expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., on the adoption of the agenda of the meeting

Resolution No. [•]/[•]/[•] of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated [•] 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.

Resolution No. 29/2023 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 6 November 2023

expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., revising the remuneration of the Supervisory Board members

The Supervisory Board of PCF Group S.A. (the "Company"), acting pursuant to Principle 4.7. of the "Best Practice for WSE Listed Companies 2021", resolves:

§ 1

The Supervisory Board expresses its favorable opinion on the draft resolution of the Extraordinary General Meeting of the Company, revising the remuneration of the Supervisory Board members, attached hereto as Schedule 1.

§ 2

Schedule 1 to Resolution No. 29/2023 of the Supervisory Board of PCF Group S.A., with its registered office in Warsaw, dated 6 November 2023, expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., revising the remuneration of the Supervisory Board members

Resolution No. [•]/[•]/[•] of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated [•] 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.

Resolution No. 30/2023 of the Supervisory Board of PCF Group S.A. with its registered office in Warsaw dated 6 November 2023

expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., revising the remuneration of members of the Supervisory Board's Audit Committee

The Supervisory Board of PCF Group S.A. (the "Company"), acting pursuant to Principle 4.7. of the "Best Practice for WSE Listed Companies 2021", resolves:

§ 1

The Supervisory Board expresses its favorable opinion on the draft resolution of the Extraordinary General Meeting, revising the remuneration of members of the Supervisory Board's Audit Committee, attached hereto as Schedule 1.

§ 2

Schedule 1 to Resolution No. 30/2023 of the Supervisory Board of PCF Group S.A., with its registered office in Warsaw, dated 6 November 2023, expressing an opinion on the draft resolution of the Extraordinary General Meeting of PCF Group S.A., revising the remuneration of members of the Supervisory Board's Audit Committee

Resolution No. [•]/[•]/[•] of the Extraordinary General Meeting of PCF Group S.A. with its registered office in Warsaw (the "Company") dated [•] 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. [•]/[•]/[•] of the Extraordinary General Meeting dated [•], 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.

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