Resolution No. 7/11/2024 of the Extraordinary General Meeting of PCF Group S.A.
Resolution No. 7/11/2024, adopted by the Extraordinary General Meeting of PCF Group S.A. on November 13, 2024, establishes a revised Remuneration Policy for the members of the Management Board and Supervisory Board. The primary purpose of this update is to align executive compensation frameworks with the company’s current business strategy and to enhance the transparency of remuneration structures within the Polish gaming industry.
The policy defines a comprehensive compensation structure for Management Board members, consisting of fixed monthly salaries, variable performance-based bonuses, and additional benefits. Variable remuneration is capped at five times the annual fixed salary and is tied to specific financial and non-financial targets, including net profit, share price performance, strategy implementation, and game quality metrics. For the Supervisory Board, the policy introduces the possibility of additional compensation for participation in specific board and committee meetings, supplementing the standard monthly base fee.
The scope of the document covers PCF Group S.A. and its subsidiaries, establishing legal grounds for various forms of engagement, including appointments, employment contracts, and management contracts. It also addresses conflict-of-interest management, non-compete clauses, and the requirement for annual remuneration reports audited by external entities. While the company currently does not grant share-based instruments, the policy explicitly allows for the future introduction of stock-based incentive programs via separate resolutions.
The resolution was passed with 25,249,381 votes in favor and 2,369,073 against, representing approximately 76.85% of the share capital. This revised policy supersedes the previous version from September 2020 and mandates a formal review by the General Meeting at least every four years to ensure continued alignment with market standards and company stability.
