LegalPCF Group
Lista Proponowanych Zmian w Statucie Spółki PCF Group S.A. z siedzibą w Warszawie
31 Jan 20236 pages~13 min full read
PCF Group S.A. is initiating a capital increase through the issuance of up to 5,853,941 new Series F ordinary bearer shares, each with a nominal value of 0.02 PLN.
See it on page 1The company's share capital will be adjusted from its current fixed amount of 599,004.52 PLN to a new range between 599,004.54 PLN and 715,810.38 PLN.
See it on page 1A designated Group of Authorized Shareholders, including Sebastian Wojciechowski, retains the right to appoint and dismiss the President of the Management Board and a majority of the Supervisory Board, provided they hold at least 40% of total votes.
See it on page 4The Supervisory Board's composition requirements for the majority appointment are fixed at three members if the board has five, or four members if it has six or seven.
See it on page 4Governance protocols now mandate that at least two members of the Supervisory Board must meet independence criteria to comply with the Act on Statutory Auditors and Public Interest Entities.
See it on page 5The Audit Committee must include at least one member appointed by the Group of Authorized Shareholders to ensure ongoing regulatory compliance.
See it on page 6The amendments remove transitional language related to the company's pre-listing period, formally aligning the statutes with its status as a public interest entity.
See it on page 2Proposed 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.
