Formularz Pozwalający na Wykonanie Prawa Głosu Przez Pełnomocnika

PCF Group S.A. has established a strategic framework for its Annual General Meeting scheduled for June 23, 2025, focusing on financial recovery and capital restructuring following a challenging 2024 fiscal year. The company reported a net loss of 228.6 million PLN, with a consolidated group loss of 175.3 million PLN, prompting a proposal to cover these deficits entirely through supplementary capital. To stabilize the company’s financial position and ensure future growth, the leadership seeks to implement an "authorized capital" mechanism. This provision would empower the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of over 10.7 million new shares or subscription warrants over a three-year period.

The primary objective of this capital flexibility is to secure expedited financing for the self-publishing of major video game projects, specifically Victoria (Lost Rift) and Bifrost. While the proposal allows for the exclusion of existing shareholders' pre-emptive rights to facilitate rapid fundraising, a priority right is maintained for investors holding at least 0.25% of the company to prevent excessive dilution. These financial maneuvers are paired with significant governance reforms, including stricter oversight of intellectual property disposals and financial liabilities exceeding 10% of equity.

Governance updates also include a restructuring of the Management and Supervisory Boards, defining three-year joint terms and establishing a mandatory audit committee. The shareholding structure remains anchored by Sebastian Wojciechowski, who holds the largest stake in the company. By formalizing these protocols for board representation, co-option, and dividend advances, the company aims to enhance operational transparency and fiscal agility as it navigates its current recovery phase and transitions toward a self-publishing model for its upcoming titles.