LegalPCF Group
Resolutions of the Supervisory Board Regarding Matters Introduced to the Agenda of the Extraordinary General Meeting: December 11, 2023
1 Sept 202425 pages~32 min full read
A 'Group of Qualified Shareholders' holding at least 40% of voting rights has been granted the power to appoint and dismiss a majority of the Supervisory Board and designate the Board chair.
PCF Group S.A. is significantly expanding its corporate scope to include a broad range of activities, including software development, e-commerce, film production, and electronic equipment manufacturing.
The Supervisory Board will consist of five to seven members serving three-year terms, with a mandate that at least two members must be independent auditors.
Lidia Banach-Hoheker has been proposed for co-optation to the Supervisory Board as part of the agenda for the Extraordinary General Meeting on November 13, 2024.
Governance procedures require a quorum of half the board members for decision-making, with a simple majority vote and the chair holding the deciding vote in the event of a tie.
The company is consolidating its Statute to formalize its total share capital in Polish złoty and establish new operational frameworks for its audit, nomination, and remuneration committees.
The Supervisory Board of PCF Group S.A. approved a comprehensive set of resolutions to be presented at the Extraordinary General Meeting scheduled for 13 November 2024. The agenda includes the adoption of the meeting programme, the co‑optation of Lidia Banach‑Hoheker as a supervisory‑board member, and a substantive amendment and consolidation of the company’s Statute. The statutory revision widens the corporate activity to encompass a broad spectrum of PKD 62‑93 Z codes, ranging from print‑pre‑press and electronic equipment production to publishing, film‑production, software development, e‑commerce, IT services, data processing, web portals, consulting, photography, and various artistic‑cultural and entertainment services. The amendment also confirms a total share capital denominated in Polish złoty, effective immediately upon adoption.
Governance provisions establish a three‑year term for the Supervisory Board, with membership limited to five‑to‑seven individuals, of whom at least two must be independent auditors. The Board may create audit, nomination and remuneration committees, and members receive compensation as determined by the General Meeting. Decision‑making requires a quorum of half the members and a simple majority, with the chair’s vote breaking ties.
A “Group of Qualified Shareholders” holding at least 40 % of voting rights—four identified persons—receives explicit rights to appoint and dismiss a majority of Board members (three of five, or four of six‑seven) and to designate the Board chair, provided they act unanimously and furnish deposit certificates evidencing their holdings. Vacancies may be filled by co‑optation or by the General Meeting if the statutory minimum is not met. These resolutions collectively aim to modernise the company’s operational scope and reinforce its supervisory governance ahead of the forthcoming general meeting.
