Legal

Lista Proponowanych Zmian w Statucie Spółki PCF Group S.A.

1 May 20257 pages2,334 words

Summary

This document outlines proposed amendments to the Articles of Association for PCF Group S.A., a Warsaw-based public company. The primary objective of these changes is to restructure the corporate governance framework by centralizing appointment powers within the Supervisory Board and General Meeting, while simultaneously removing specific personal rights previously held by major individual shareholders and the Group of Authorized Shareholders. The proposed revisions to Section 13 eliminate the personal right of "Shareholder SW" to appoint the President of the Management Board, transferring all appointment and dismissal powers for Management Board members to the Supervisory Board. The amendments also redefine representation rules, requiring joint action by two board members in multi-person boards. Furthermore, a new provision in Section 14 introduces stricter oversight by requiring Supervisory Board approval for financial obligations exceeding 10% of the company’s equity and for any permanent disposal of intellectual property rights related to the company’s games. Significant changes to Sections 16, 18, and 21 focus on the Supervisory Board and its Audit Committee. The proposal removes the "Group of Authorized Shareholders" and their personal rights to appoint the majority of the Supervisory Board and specific members of the Audit Committee. Under the new terms, the General Meeting gains sole authority to appoint and dismiss all five to seven members of the Supervisory Board. These changes reflect a shift toward a more standardized governance model for a public interest entity, removing specialized shareholder privileges in favor of statutory collective decision-making processes.

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Lista Proponowanych Zmian w Statucie Spółki PCF Group S.A.

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