Lista Proponowanych Zmian w Statucie Spółki PCF Group S.A. z siedzibą w Warszawie

Proposed amendments to the Articles of Association of PCF Group S.A., a Warsaw-based public company, focus on restructuring share capital and refining corporate governance protocols. The primary objective is to facilitate a capital increase through the issuance of Series F ordinary bearer shares. Under the new provisions, the share capital will be adjusted from a fixed amount of 599,004.52 PLN to a range between 599,004.54 PLN and 715,810.38 PLN. This change introduces up to 5,853,941 new Series F shares, each with a nominal value of 0.02 PLN.

The modifications also streamline the company’s internal regulations by repealing several sections, including provisions related to authorized capital and specific chapters of the statutes. Governance updates clarify the personal rights of a designated Group of Authorized Shareholders, which includes key individuals such as Sebastian Wojciechowski. This group maintains the right to appoint and dismiss the President of the Management Board and a majority of the Supervisory Board—specifically three members if the board consists of five, or four members if it consists of six or seven—provided they collectively hold at least 40% of the total votes.

Furthermore, the amendments update the requirements for the Audit Committee and independent board members to ensure ongoing compliance with the Act on Statutory Auditors and Public Interest Entities. These changes remove transitional language regarding the period prior to the company's public listing, reflecting its established status as a public interest entity. The revised statutes maintain that at least two members of the Supervisory Board must meet independence criteria and that the Audit Committee must include at least one member appointed by the Group of Authorized Shareholders.