LegalPCF Group
Resolution No. 7/11/2024 of the Extraordinary General Meeting of PCF Group S.A.
13 Nov 202411 pages~20 min full read
On November 13, 2024, PCF Group S.A. shareholders approved a new Remuneration Policy for the Management and Supervisory Boards, superseding the previous version from September 2020.
See it on page 1The resolution passed with 25,249,381 votes in favor, representing approximately 76.85% of the company's share capital.
See it on page 11Management Board variable remuneration is now capped at five times the annual fixed salary, with performance metrics tied to net profit, share price, strategy execution, and game quality.
See it on page 7The policy introduces additional compensation for Supervisory Board members for participation in specific board and committee meetings beyond their standard monthly base fee.
See it on page 8While the company currently does not issue share-based compensation, the new policy establishes the legal framework to implement future stock-based incentive programs.
See it on page 9The policy mandates that remuneration reports must be audited by external entities and requires a formal review by the General Meeting at least every four years.
See it on page 10Resolution No. 7/11/2024, adopted by the Extraordinary General Meeting of PCF Group S.A. on November 13, 2024, establishes a revised Remuneration Policy for the members of the Management Board and Supervisory Board. The primary purpose of this update is to align executive compensation frameworks with the company’s current business strategy and to enhance the transparency of remuneration structures within the Polish gaming industry.
The policy defines a comprehensive compensation structure for Management Board members, consisting of fixed monthly salaries, variable performance-based bonuses, and additional benefits. Variable remuneration is capped at five times the annual fixed salary and is tied to specific financial and non-financial targets, including net profit, share price performance, strategy implementation, and game quality metrics. For the Supervisory Board, the policy introduces the possibility of additional compensation for participation in specific board and committee meetings, supplementing the standard monthly base fee.
The scope of the document covers PCF Group S.A. and its subsidiaries, establishing legal grounds for various forms of engagement, including appointments, employment contracts, and management contracts. It also addresses conflict-of-interest management, non-compete clauses, and the requirement for annual remuneration reports audited by external entities. While the company currently does not grant share-based instruments, the policy explicitly allows for the future introduction of stock-based incentive programs via separate resolutions.
The resolution was passed with 25,249,381 votes in favor and 2,369,073 against, representing approximately 76.85% of the share capital. This revised policy supersedes the previous version from September 2020 and mandates a formal review by the General Meeting at least every four years to ensure continued alignment with market standards and company stability.
