PROXY VOTING FORM
This form has been prepared in accordance with Art. 4023 of the Commercial Companies Code for the purpose of voting by proxy at the Extraordinary General Meeting of PCF Group Spółka Akcyjna of Warsaw convened for 11.00 am on December 11th , 2023, to be held at Centrum Konferencyjne ADN located in Browary Warszawskie, ul. Grzybowska 56, 00-848 Warsaw, Poland.
The shareholder is under no obligation to use this form and its use is not required to exercise voting rights through a proxy.
This form is not a substitute for a power of attorney granted by a shareholder to their proxy.
First name and surname (name) of the shareholder giving the voting instruction: ____________________________________
First name and surname of the proxy: ____________________________________________________________________________
Power of attorney dated: _______________________________________________________________________________________
INSTRUCTION ON HOW TO USE THIS FORM
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- The voting instruction should be given by inserting the 'X' symbol in the appropriate box in this form in relation to each resolution specified.
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- If the 'Comments' box is checked, the shareholder should specify detailed instructions for the proxy.
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- Shareholders who decide to vote their shares differently are required to indicate in the relevant box (for each resolution) the number of shares which are to be voted 'for' and/or 'against' the resolution and/or in respect of which the proxy is to abstain from voting.
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- If no indication is given, the proxy will be deemed authorised to vote all of the shareholder's shares in the manner specified.
| Agenda item |
Resolution on |
I am voting FOR |
I am voting AGAINST |
I AM ABSTAINING from voting |
Objection against the resolution with a request that the objection be recorded in the minutes |
At the discretion of the Proxy |
Comments |
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Explanatory notes
Shareholders are requested to give their voting instructions by inserting 'X' in the appropriate box. Shareholders who have checked the 'Comments' box are requested to provide a detailed instruction on how their proxy is to vote. Shareholders who decide to vote their shares differently are requested to indicate in the relevant box the number of shares to be voted 'for' and/or 'against' the resolution and/or in respect of which the proxy is to abstain from voting. If no indication is given, the proxy will be deemed authorised to vote all of the shareholder's shares in the manner specified. Draft resolutions to be voted on under each agenda item are attached to this instruction.
Please be advised that the draft resolutions attached to this instruction may differ from the draft resolutions put to vote during the General Meeting. In order to avoid any doubt as to how the proxy is to vote in such a case, it is recommended that the instruction to be followed by the proxy be specified in the 'Comments' box.
APPENDIX TO THE PROXY VOTING FORM
DRAFT RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF PCF GROUP S.A. OF WARSAW CONVENED FOR 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 Mr/Ms [________] as the Chair of the Meeting.
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.
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:
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Opening the Extraordinary General Meeting.
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- Electing the Chair of the Extraordinary General Meeting and preparing an attendance list.
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- Confirming that the Extraordinary General Meeting has been properly convened and is capable of adopting binding resolutions.
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- Adopting a resolution on the election of the Ballot Committee.
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- Adopting a resolution on the adoption of the agenda.
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- Adopting a resolution revising the remuneration of the Supervisory Board members.
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- Adopting a resolution revising the remuneration of members of the Supervisory Board's Audit Committee.
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- Closing the Extraordinary General Meeting.
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.
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- The Extraordinary General Meeting determines the remuneration of the Supervisory Board members as follows:
- a) monthly remuneration of the Chair of the Company's Supervisory Board PLN 3,000.00;
- b) monthly remuneration of each of the remaining members of the Company's Supervisory Board PLN 2,500.00.
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- 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.
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- 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.
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- The remuneration referred to in this § 1 is due as of 1 January 2024.
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.
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.
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- 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:
- a) monthly remuneration of the Chair of the Supervisory Board's Audit Committee PLN 2,000.00;
- 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;
- c) monthly remuneration of each of the remaining members of the Supervisory Board's Audit Committee PLN 1,500.00.
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- 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.
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- 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.
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- 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.