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PCF Group S.A.

AGM Information Jun 27, 2023

5756_rns_2023-06-27_0ca40abf-ce31-4741-a711-af261ba31ca7.pdf

AGM Information

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RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF PCF GROUP S.A. OF WARSAW HELD ON JUNE 28TH, 2023

Resolution No. 1/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 2/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 3/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022.
    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 2022.
    3. b. The full-year standalone financial statements of PCF Group S.A. for the financial year ended December 31st, 2022.
    4. c. The full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st, 2022.
    1. Voting on a resolution to allocate PCF Group S.A.'s net profit for the financial year 2022.
    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 2022, 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 2022.
    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 2022.
    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 2022.
    1. Closing of the Annual General Meeting.

In the open vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 4/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

on the consideration and approval of the Directors' Report on the operations of PCF Group S.A. and its Group in 2022

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 2022, item 1467, 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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 5/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

on the consideration and approval of the full-year standalone financial statements of PCF Group S.A. for the financial year ended December 31st, 2022

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 2022, item 1467, 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, 2022, comprising:

  • − the standalone statement of financial position as at December 31st, 2022, showing total assets and total equity and liabilities of PLN 324,530 thousand;
  • − the standalone statement of profit or loss for the period January 1st December 31st, 2022, showing a net profit of PLN 42,336 thousand;
  • − the standalone statement of profit or loss and other comprehensive income for the period January 1st – December 31st, 2022, showing comprehensive income totalling PLN 42,336 thousand;
  • − the standalone statement of changes in equity for the period January 1st December 31st, 2022, showing an increase in equity of PLN 35,792 thousand;
  • − the standalone statement of cash flows for the period January 1st December 31st, 2022, showing a negative PLN 41,344 thousand change in net cash;

and

− notes to the financial statements.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 6/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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, 2022

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 2022, item 1467, 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, 2022, comprising:

  • − the consolidated statement of financial position as at December 31st, 2022, showing total assets and total equity and liabilities of PLN 350,804 thousand;
  • − the consolidated statement of profit or loss for the period January 1st December 31st, 2022, showing a net profit of PLN 21,984 thousand;
  • − the consolidated statement of profit or loss and other comprehensive income for the period January 1st – December 31st, 2022, showing comprehensive income totalling PLN 24,702 thousand;
  • − the consolidated statement of changes in equity for the period January 1st December 31st, 2022, showing an increase in equity of PLN 18,087 thousand;
  • − the consolidated statement of cash flows for the period January 1st December 31st, 2022, showing a negative PLN 69,119 thousand change in net cash;

and

− notes to the financial statements.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 7/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

on the allocation of PCF Group Spółka Akcyjna's net profit for the financial year 2022

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 2022, item 1467, 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 allocate the Company's profit after tax (net profit) for the financial year 2022, of PLN 42,336,347.79 (forty-two million three hundred thirty-six thousand three hundred forty-seven zloty, seventy-nine groszy) to be allocated, in full, to the Company's statutory reserve funds.

Section 2

This resolution shall become effective upon its adoption.

In the open vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 8/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

on the consideration and approval of the Report of the Supervisory Board and its Audit Committee on their activities in 2022, 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 2022, 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, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 9/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 36 097 valid votes were cast from 36 097 shares representing 0.1079799088% of share capital, of which 36 097 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 10/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 11/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 12/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 13/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 14/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 Aleksander Ferenc in respect of performance of his duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

Resolution No. 15/06/2023 of the Annual General Meeting of PCF Group S.A. of June 27th, 2023

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 2022

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 2022.

Section 2

This resolution shall become effective upon its adoption.

In the secret vote on the resolution, 15 005 557 valid votes were cast from 15 005 557 shares representing 44.8874099231% of share capital, of which 15 005 557 votes "for", 0 votes "against" and 0 votes "abstained".

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