Legal

Treść Zmienionych Postanowień Statutu Spółki PCF Group S.A.

20 May 20233 pages1,349 words

Summary

This document details the 2023 statutory amendments for PCF Group S.A., a Warsaw-based game development company. The primary focus of these changes is the restructuring of the company’s share capital and the formalization of governance rights for a specific group of key stakeholders. The amendments redefine the company's share capital to a range between 599,004.54 PLN and 715,810.38 PLN. This capital is divided into four distinct series of ordinary bearer shares: Series A (27.5 million shares), Series B (2.06 million shares), Series D (387,714 shares), and a newly defined Series F, which may consist of up to 5.85 million shares. All shares maintain a nominal value of 0.02 PLN. Significant governance revisions establish a "Group of Authorized Shareholders" consisting of four specific individuals: Sebastian Wojciechowski, Bartosz Kmita, Krzysztof Dolaś, and Bartosz Biełuszko. As long as this group collectively maintains at least 40% of the total voting rights, they hold the personal right to appoint and dismiss the majority of the Supervisory Board. Specifically, they can appoint three out of five members or four out of six/seven members, including the Chairperson. The amendments also clarify that the Supervisory Board must include at least two independent members to comply with public interest entity regulations, and the Audit Committee must include at least one member appointed by the Authorized Shareholders. The scope of these changes is limited to the internal corporate bylaws of PCF Group S.A. in Poland. The methodology involves the formal repeal of several previous sections and the introduction of revised articles to streamline executive appointment processes and ensure regulatory compliance regarding audit oversight.

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