LegalPCF Group
Resolutions Adopted at the Extraordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on 13 November 2024
13 Nov 202429 pages~50 min full read
Sebastian Wojciechowski was unanimously elected chairman of PCF Group S.A. on 13 November 2024, supported by 76.85% of the share capital.
See it on page 1The company statute was amended to broaden its operational remit to encompass 36 PKD codes, signaling a significant expansion of business activities.
See it on page 3New governance rules mandate that the supervisory board must include at least two independent members and an audit committee where the majority are independent.
See it on page 16The Group of Qualified Shareholders is now empowered to replace any supervisory board member who loses their independent status within a two-week window.
See it on page 16A revised remuneration policy links management and supervisory board compensation to market benchmarks, featuring a variable bonus capped at five times the fixed monthly salary.
See it on page 26Board member contracts may now be structured as employment or civil-law agreements with notice periods ranging from three to twelve months, or immediate termination for serious breaches.
See it on page 22The resolutions were passed with 91% of votes in favor (25,249,381 votes) and 9% against (2,369,073 votes), triggering a mandatory seven-day window for public disclosure of the new policies.
See it on page 29The extraordinary general meeting of PCF Group S.A. on 13 November 2024 adopted a series of resolutions that reshape the company’s governance framework, statutory scope, and remuneration structure. Central to the meeting’s outcomes was the unanimous election of Sebastian Wojciechowski as chairman, supported by 27 618 454 votes representing 76.85 % of the share capital, and the co‑opted appointment of Lidia Banach‑Hoheker to the supervisory board. A comprehensive amendment to the company’s statute broadened its operational remit to encompass 36 PKD codes, signaling an expansion of business activities.
The meeting introduced new supervisory board rules that require a minimum of two independent members and empower the Group of Qualified Shareholders to replace any member who loses independence within a two‑week window. An audit committee of at least three members, a majority of whom must be independent, was mandated, with clearly defined monitoring and oversight responsibilities. Concurrently, a revised remuneration policy for both the management and supervisory boards was approved, aligning compensation with the updated business strategy, prevailing market benchmarks in the gaming sector, and incorporating additional fees for participation in board and committee meetings.
Board members’ contracts may be concluded under either employment or civil‑law terms, may be indefinite, and can be terminated with notice periods ranging from three to twelve months, or immediately for serious breaches such as gross duty violations, confidentiality breaches, or legal infractions. Compensation consists of a fixed monthly salary supplemented by a variable bonus capped at five times the fixed component, linked to performance criteria.
The resolutions require the company to publish the Compensation Policy, the shareholders’ approval, the adoption date, and voting results on its website within seven days of entry into force. The open‑ballot vote recorded 25 249 381 votes (approximately 91 %) in favor and 2 369 073 votes (about 9 %) against, with no abstentions, thereby triggering immediate compliance with the publication mandate.
