LegalPCF Group
PCF Group Proxy Form for Extraordinary General Meeting 2023
13 Nov 20237 pages~6 min full read
PCF Group S.A. scheduled an Extraordinary General Meeting for 11 December 2023 at the ADN Conference Centre in Warsaw.
See it on page 4The meeting agenda includes two new remuneration resolutions for the supervisory board and audit committee, both effective 1 January 2024.
See it on page 7The proposed supervisory board compensation sets the chair’s monthly salary at 3,000 zł and other members’ at 2,500 zł, plus a 1,500 zł attendance allowance per meeting.
See it on page 6The proposed audit committee compensation establishes a monthly salary of 2,000 zł for the chair and specialists, 1,500 zł for other members, and a 2,000 zł meeting attendance allowance.
See it on page 6These new remuneration structures will supersede and repeal the previous provisions established in 2020.
See it on page 7Shareholders can use the provided proxy form to delegate voting rights, with the option to split votes across specific agenda items by indicating the exact number of shares for each preference.
See it on page 3The form is prepared under article 402³ of the Polish Commercial Companies Code to allow shareholders of PCF Group S.A. to delegate voting rights to a proxy at the extraordinary general meeting convened for 11 December 2023 at 11:00 in the ADN Conference Centre, Warsaw. It specifies that use of the form is optional and does not replace a separate power of attorney, while requiring the shareholder’s name, the proxy’s name, and the date of the original mandate.
Instructions guide the shareholder to mark an “X” in the appropriate column for each agenda item, to provide detailed directions in the “Comments” field when necessary, and to indicate the exact number of shares to be voted for, against, or abstained from if a split vote is desired. In the absence of a numeric specification, the proxy is authorized to vote the shareholder’s entire shareholding according to the indicated preference.
The agenda comprises eight items, including the election of the meeting chair, adoption of the agenda, and two remuneration resolutions. The first remuneration resolution sets the supervisory board chair’s monthly salary at 3 000 zł and other members’ at 2 500 zł, with a 1 500 zł attendance allowance per meeting, effective 1 January 2024 and superseding the 2020 resolution. The second remuneration resolution establishes the audit committee chair’s salary at 2 000 zł, specialist members’ at 2 000 zł, other members’ at 1 500 zł, plus a 2 000 zł meeting allowance, also effective 1 January 2024 and repealing the prior 2020 provision. The form thus facilitates precise shareholder instruction for voting on corporate governance and compensation matters at a Polish‑registered joint‑stock company.
