AGM Information • Apr 29, 2024
AGM Information
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Warsaw, April 29th, 2024
This report of the Supervisory Board of PCF Group S.A. of Warsaw for the financial year 2023 has been prepared pursuant to Art. 382.3.3 in conjunction with Art. 382.31 of the Commercial Companies Code.
In the performance of its obligations arising under Art. 382.3.1–3 in conjunction with Art. 395.2.1 of the Commercial Companies Code, the Supervisory Board of PCF Group S.A. has assessed the documents and circumstances specified below. The conclusions of the assessment are set out below.
Pursuant to Art. 382.3.1–2 of the Commercial Companies Code and Art. 15.2.1 of the Company's Articles of Association, the Supervisory Board of PCF Group S.A. has assessed the full-year separate financial statements of PCF Group S.A. for the financial year ended December 31st 2023, the Directors' Report on the operations of PCF Group S.A. and its Group in 2023, and the Management Board's proposal to cover the net loss for the financial year 2023.
The assessment was based on:
and notes to the financial statements,
The Supervisory Board has concluded as follows:
Following an assessment of the separate financial statements of PCF Group S.A. for the financial year ended December 31st 2023, the Supervisory Board has found that the financial statements in all material respects:
give a true and fair view of all information relevant to the assessment of PCF Group S.A.'s financial performance in the period January 1st–December 31st 2023 and of its assets and financial position as at December 31st 2023.
Having read the full-year separate financial statements of PCF Group S.A. for the financial year ended December 31st 2023 as prepared by the Management Board and the auditor's report on the full-year separate financial statements of PCF Group S.A. for the financial year ended December 31st 2023, the Supervisory Board has decided to give a positive assessment of the full-year separate financial statements of PCF Group S.A. for the financial year ended December 31st 2023 and recommend that they be received by the Annual General Meeting.
The Supervisory Board gives a positive assessment of the Management Board's proposal that the Company's net loss for the accounting year 2023 in the amount of PLN 64,651,944.69 (sixty-four million six hundred fifty-one thousand nine hundred forty-four złoty, sixty-nine groszy), shown in the annual non-consolidated financial statements of PCF Group S.A. for the accounting year ended 31 December 2023, be covered in full from the Company's reserve capital.
The Supervisory Board has decided to recommend that the General Meeting resolve to cover PCF Group S.A.'s net loss for 2023, of PLN 64,651,944.69 (sixty-four million six hundred fifty-one thousand nine hundred forty-four złoty, sixty-nine groszy), in accordance with the Management Board's proposal.
Pursuant to Art. 382.3.1 in conjunction with Art. 395.2.1 and Art. 395.5 of the Commercial Companies Code and Art. 15.2.1 of the Company's Articles of Association, the Supervisory Board of PCF Group S.A. has assessed the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023 and the Directors' Report on the operations of PCF Group S.A. and its Group in 2023.
The assessment was based on:
and notes to the financial statements,
The Supervisory Board has concluded as follows:
Following an assessment of the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023, the Supervisory Board has found that the financial statements in all material respects:
give a true and fair view of all information relevant to the assessment of the PCF Group S.A. Group's financial performance in the period January 1st–December 31st 2023 and of its assets and financial position as at December 31st 2023.
Having read the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023 as prepared by the Management Board and the auditor's report on the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023, the Supervisory Board has decided to give a positive assessment of the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023 and recommend that they be received by the Annual General Meeting.
The Supervisory Board of PCF Group S.A., acting pursuant to Art. 382.3.1 of the Commercial Companies Code and in fulfilment of its duties under the Company's Articles of Association, and having read the Directors' Report on the operations of the PCF Group S.A. and its Group in 2023, concludes that the Report is complete, accurate and consistent with the underlying accounting records and supporting documents, including the information disclosed in the full-year separate financial statements of PCF Group S.A. and the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st 2023.
In the Supervisory Board's opinion, the Directors' Report contains material information on the Company's and the Group's assets and financial position and gives a correct view of their development and achievements, including an assessment of their performance and risks and threats thereto.
The Supervisory Board confirms that the Directors' Report complies in all material respects with the requirements set out in Art. 49 and Art. 55.2a of the Accounting Act of September 29th 1994 and the Regulation of the Minister of Finance on current and periodic reports to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated March 29th 2018.
The Supervisory Board recommends that the Annual General Meeting of PCF Group S.A. receive the Directors' Report on the operations of PCF Group S.A. and its Group in 2023.
In 2023 the Management Board, without any further request, provided the Supervisory Board with information on:
also referring to relevant information held by the Management Board in respect of PCF Group S.A.'s subsidiaries and affiliates.
Such information was provided in accordance with Art. 3801 .3.1 and Art. 3801 .4 of the Commercial Companies Code.
In addition, on January 26, 2023 the Management Board provided the Supervisory Board with the information referred to in Art. 3801 .1.4–5 of the Commercial Companies Code, in accordance with the procedure set forth in Art. 3801 .3.2 of the Commercial Companies Code. The information presented the Management Board's intentions regarding: (i) updating the PCF Group S.A.'s and its group's strategy, (ii) obtaining financing for the implementation of the goals set forth in the strategy through the PCF Group S.A.'s issuance of new issue shares within the increased share capital, and (iii) convening an Extraordinary General Meeting of PCF Group S.A.to vote on, among other things, a resolution to increase the PCF Group S.A.'s share capital through the issuance of new issue shares and to deprive existing shareholders in full of their pre-emptive rights to all new issue shares.
The Supervisory Board gives a positive opinion on the performance by the Management Board of its obligations referred to in Art. 3801 of the Commercial Companies Code.
The Supervisory Board did not request the Management Board to prepare or submit any information, documents, reports or clarifications under Art. 382.4 of the Commercial Companies Code in 2023.
The Supervisory Board did not request any audits referred to in Art. 3821 of the Commercial Companies Code in 2023.
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/ signatures on the next page /
| Signature: | / / signature |
|---|---|
| Name: | Mikołaj Wojciechowski |
| Position: | Chairman of the Supervisory Board |
| Date: | April 29th, 2024 |
| Signature: | / / signature |
| Name: | Kuba Dudek |
| Position: | Member of the Supervisory Board |
| Date: | April 29th, 2024 |
| Signature: | / / signature |
| Name: | Jacek Pogonowski |
| Position: | Member of the Supervisory Board |
| Date: | April 29th, 2024 |
| Signature: | / / signature |
| Name: | Barbara Sobowska |
| Position: | Member of the Supervisory Board |
| Date: | April 29th, 2024 |
| Signature: | / / signature |
| Name: | Dagmara Zawadzka |
| Position: | Member of the Supervisory Board |
| Date: | April 29th, 2024 |
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