PCF Group Supervisory Board and Audit Committee Activity Report 2023

The supervisory board and its audit committee presented a comprehensive account of their oversight activities for PCF Group S.A. during 2023, emphasizing adherence to statutory duties, corporate‑governance standards and the “Good Practices of Companies Listed on the GPW 2021.” The report confirms that the board’s composition remained unchanged, consisting of five members, two of whom met the legal independence criteria, while the chairman held a 41.71 % shareholding but no material ties to other major shareholders.

Nine board meetings were held, achieving an average attendance of 86.25 %, and a total of thirty resolutions were adopted, including twenty‑four during formal sessions and six via remote communication. Key decisions covered related‑party transaction policies, approval of an investment agreement with Krafton Inc., multiple resolutions related to the ordinary shareholders’ meeting, and the selection of Grant Thornton Polska as the statutory auditor for the 2023‑2024 financial periods. The audit committee, composed of three members, convened seven times with over 76 % attendance and issued nine resolutions addressing audit planning, auditor selection, and approval of non‑audit services.

Internal audit was instituted on 1 January 2023 under Dr Aleksander Ferenc, who also served as Chief Integration Officer. The internal audit function produced reports on procurement, finance and subsidiary management, received positive evaluation from the audit committee, and contributed to the annual assessment of internal‑control, risk‑management and compliance effectiveness, which the supervisory board deemed adequate and effective. No material deficiencies were identified by the external auditor, and the board affirmed that the company fully complied with ongoing information‑disclosure obligations.

The overall self‑assessment concluded that supervisory oversight was diligent, efficient and supported by a diversified skill set among members, that cooperation with management was constructive, and that corporate‑governance practices, including transparency, risk oversight and internal‑audit integration, were consistently applied throughout the 2023 fiscal year.