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Legal
Formularz Pozwalający na Wykonanie Prawa Głosu Przez Pełnomocnika: Nadzwyczajne Walne Zgromadzenie
This administrative instrument facilitates the exercise of voting rights by proxy during the Extraordinary General Meeting of PCF Group S.A., a prominent Polish video game developer and publisher. Scheduled for April 13, 2022, in Warsaw, the meeting serves as a critical governance event for the company. The framework is established in accordance with Article 402 of the Polish Commercial Companies Code, providing a standardized method for shareholders to convey specific voting instructions to their designated representatives. The scope of the document is limited to the corporate governance of PCF Group S.A. within the Polish legal jurisdiction. It functions as a technical guide rather than a legal power of attorney, requiring shareholders to provide identifying information for both themselves and their proxies. The methodology for casting votes involves a structured grid where shareholders can mark their preferences—for, against, or abstain—for each resolution on the agenda. It also allows for split voting, where a shareholder can allocate different numbers of shares to different voting outcomes, a common necessity for institutional investors managing multiple portfolios. A significant provision within the instructions addresses the potential for discrepancies between draft resolutions and the final versions presented during the meeting. Shareholders are encouraged to utilize a remarks section to provide contingency instructions, ensuring their intent is preserved even if the wording of a resolution is amended on the floor. This mechanism highlights the procedural rigor required in the management of a publicly traded entity in the gaming industry, ensuring transparency and legal compliance in shareholder communications and decision-making processes.
PCF GroupFeb 2026
Legal
Raport bieżący nr 40/2025: Podsumowanie kosztów subskrypcji akcji serii H
The report serves to disclose the finalised expenses associated with the subscription of 6,670,000 ordinary bearer shares of Series H issued by PCF Group S.A., Warsaw. It complements an earlier filing from August 2025 and complies with the Minister of Finance’s regulation on current and periodic information from securities issuers. The analysis focuses on the Polish market, specifically the Warsaw Stock Exchange, and covers the period up to the report’s preparation date of 14 October 2025. Total issuance costs amount to 265,800 PLN, all of which are recorded as emission expenses. The breakdown shows 265,800 PLN spent on the preparation and execution of the offer, comprising legal fees of 135,390 PLN, transaction‑advisory fees of 115,410 PLN, and registration and admission costs to the National Depository for Securities and the exchange of 15,000 PLN. No remuneration was paid to sub‑issuers, no prospectus was prepared, and no promotional activities were undertaken, as the public offer did not require a prospectus. The average cost per share is calculated at approximately 0.04 PLN. Accounting treatment reduced the share‑premium reserve by the full 265,800 PLN, reflecting the excess of the issue price over the nominal value of 0.02 PLN per share. The disclosed figures provide a transparent view of the financial impact of the Series H subscription on the issuer’s capital structure.
PCF GroupOct 2025
Legal
Raport Bieżący Nr 35/ 2025
The notification serves to inform stakeholders of a revised disclosure concerning the ownership of a substantial share package in PCF Group S.A. issued under Article 70 (1) of the Public Offering Act of 29 July 2005. The correction, received on 29 August 2025, updates the filing previously submitted by Nationale‑Nederlanden Otwarty Fundusz Emerytalny, reflecting adjustments to both the percentage of capital held and the total number of voting rights attributable to the fund. The amendment follows the earlier current report numbered 33/2025 dated 28 August 2025, indicating that the board of PCF Group S.A., headquartered in Warsaw, continues to monitor and report changes in significant shareholdings in compliance with regulatory requirements. The corrected notice is attached as an annex to the present filing, providing the detailed figures of the revised stake. The scope of the disclosure is confined to the Polish market, specifically the corporate governance of PCF Group S.A., and pertains to the period up to the end of August 2025. No statistical analysis or broader industry comparison is presented; the focus remains on the legal and procedural aspects of the shareholding update. The board’s communication underscores its commitment to transparency and adherence to statutory obligations regarding the reporting of significant equity positions.
PCF GroupAug 2025
Legal
Board Resolution No. 19/2025
**Summary of the Board Resolution (Uchwała nr 19/2025) of PCF Group S.A. – 12 August 2025** | Topic | Key points | |-------|-------------| | **Purpose of the resolution** | Increase the company’s share capital, issue a new series of ordinary bearer shares (Series H), set the issue price and subscription deadline, strip existing shareholders of pre‑emptive rights on these shares, seek admission of the new shares to trading on the Warsaw Stock Exchange, arrange dematerialisation, and amend the Articles of Association. | | **Capital increase** | • Current share capital is raised by **PLN 133 400,00** to a total of **PLN 852 205,42**.<br>• The increase is effected by issuing **6 670 000** new ordinary bearer shares of **Series H** (nominal value **PLN 0,02** each). | | **Issuance method** | • Private placement (sub‑subscription) under Art. 431 § 2 (1) KSH, but **exempt from the prospectus requirement** under EU Prospectus Regulation (Regulation 2017/1129).<br>• The public offer is limited to **Poland only**; the shares may be offered **ex‑US** (i.e., only in offshore transactions outside the United States) under **U.S. Regulation S** or other registration exemptions. | | **Issue price** | **PLN 3,00** per Series H share (determined after a demand‑book building process conducted 6‑11 August 2025). | | **Subscription deadline** | The company must conclude subscription agreements for the 6 670 000 Series H shares **by 14 August 2025**. | | **Dividend rights** | • If the shares are first entered in the securities account **on or before** the dividend record date set by the General Meeting, they will participate in the dividend **starting from the previous fiscal year** (i.e., from 1 January of the year preceding the year of entry).<br>• If entered **after** the dividend record date, they will participate **starting from the fiscal year in which they are entered** (i.e., from 1 January of that year). | | **Payment & rights** | • Shares can be paid **only with cash**.<br>• They are ordinary bearer shares **without any special rights** (e.g., no voting or preferential rights beyond those of ordinary shares). | | **Pre‑emptive rights** | All existing shareholders are **fully stripped of pre‑emptive rights** to subscribe to the Series H shares (approved by the Supervisory Board in resolution 16/2025). | | **Admission to trading** | The board will apply for **admission of Series H shares to the regulated market of the Warsaw Stock Exchange (WSE)**, where the company’s existing shares are already listed. | | **Dematerialisation** | • Series H shares will be **dematerialised** in accordance with the Polish Act
PCF GroupAug 2025