Regulamin Rady Nadzorczej: PCF Group Spółka Akcyjna z siedzibą w Warszawie

This document establishes the formal regulations governing the organization and operations of the Supervisory Board of PCF Group Spółka Akcyjna, a Warsaw-based public company. It defines the board as a permanent supervisory body acting under the Polish Commercial Companies Code and the company’s statutes. The regulations outline the legal framework for board appointments, the personal performance of duties, and the requirement for members to maintain professional diligence while prioritizing the company's interests and financial stability.

Key provisions detail the board's extensive oversight competencies, including the mandatory preparation of an annual report for the General Meeting. This report must evaluate internal controls, risk management, compliance, and diversity policies, while also disclosing the independence of members and any significant ties to major shareholders (those holding at least 5% of votes). The regulations impose strict ethical standards, requiring members to disclose conflicts of interest, refrain from voting on such matters, and maintain confidentiality regarding board proceedings.

Procedural rules specify that the board must meet at least once per quarter. Meetings can be conducted in person or via remote communication tools, provided real-time identification and participation are guaranteed. Resolutions are passed by an absolute majority, with the Chairperson holding a tie-breaking vote. The document also mandates the formation of an Audit Committee, requiring at least three members, the majority of whom—including the Chairperson—must be independent and possess relevant expertise in accounting or the company's specific industry. Administrative costs and support for the board's activities are borne entirely by the company.