Management Reports • May 28, 2025
Management Reports
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Warsaw, May 26th, 2025
This report of the Supervisory Board of PCF Group S.A. of Warsaw for the financial year 2024 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 described 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 non-consolidated financial statements of PCF Group S.A. for the financial year ended December 31, 2024, the Directors' Report on the operations of PCF Group S.A. and its Group in 2024, and the Management Board's proposal to cover the net loss for the financial year 2024.
The assessment was based on:
and notes to the financial statements,
The Supervisory Board concludes as follows:
Following an assessment of the non-consolidated financial statements of PCF Group S.A. for the financial year ended December 31, 2024, the Supervisory Board concludes 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 1–December 31, 2024 and of its assets and financial position as at December 31, 2024.
Having read the full-year non-consolidated financial statements of PCF Group S.A. for the financial year ended December 31, 2024 as prepared by the Management Board and the auditor's report on the full-year non-consolidated financial statements of PCF Group S.A. for the financial year ended December 31, 2024, the Supervisory Board has decided to give a positive assessment of the full-year non-consolidated financial statements of PCF Group S.A. for the financial year ended December 31, 2024 and recommends that they be approved 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 2024 in the amount of PLN 228 578 thousand (two hundred twenty-eight million five hundred seventy-eight thousand złoty), shown in the annual non-consolidated financial statements of PCF Group S.A. for the accounting year ended December 31, 2024, be covered in full from the Company's statutory reserve capital.]
The Supervisory Board has decided to recommend that the General Meeting resolves to cover the PCF Group S.A.'s net loss for 2024 in the amount of PLN 228 578 thousand (two hundred twenty-eight million five hundred seventy-eight thousand złoty), 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.'s Group for the financial year ended December 31, 2024 and the Directors' Report on the operations of PCF Group S.A. and its Group in 2024.
The assessment was based on:
and notes to the financial statements,
The Supervisory Board concludes 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 31, 2024, the Supervisory Board concludes 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 1–December 31, 2024 and of its assets and financial position as at December 31, 2024.
Having read the full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31, 2024 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 31, 2024, 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 31, 2024 and recommend that they be approved 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 2024, 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 non-consolidated financial statements of PCF Group S.A. and the full-year consolidated financial statements of the PCF Group S.A.'s Group for the financial year ended December 31, 2024.
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.
The Supervisory Board recommends that the Annual General Meeting of PCF Group S.A. approves the Directors' Report on the operations of PCF Group S.A. and its Group in 2024.
In 2024 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, in 2024 the Management Board provided the Supervisory Board twice 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:
and its Group, (b) downsize the development team dedicated to the production of project Bifrost and (c) suspend further work on project Victoria.
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.
In 2024 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 2024 the Supervisory Board did not request any audits referred to in Art. 3821 of the Commercial Companies Code.
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/ signatures on the next page /
| Signature: | / signature / |
|---|---|
| Name: | Mikołaj Wojciechowski |
| Position: | Chairman of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Lidia Banach-Hoheker |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Kuba Dudek |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Jacek Pogonowski |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Barbara Sobowska |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
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