Resolutions of the Supervisory Board Regarding Matters Introduced to the Agenda of the Extraordinary General Meeting: December 11, 2023

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.