Legal

Current Report No. 19/2018

18 April 20181 pages326 words

Summary

The Extraordinary General Meeting of Movie Games S.A. has authorized a strategic increase in share capital and initiated the process for a public listing on the Warsaw Stock Exchange’s NewConnect alternative trading system. As an associate company of PlayWay S.A., Movie Games is expanding its capital base from 2,464,791 PLN to a maximum of 2,714,791 PLN. This expansion is facilitated through the issuance of up to 250,000 Series H ordinary bearer shares, each carrying a nominal value of 1 PLN. The issuance is structured as a private subscription, granting the management board the authority to select specific investors and determine the final offer price per share. Beyond the immediate capital injection, the resolutions establish the framework for the company’s transition to a publicly traded entity. The mandate includes the dematerialization of all existing share series, ranging from Series A through the newly authorized Series H, and their subsequent registration with the National Depository for Securities (KDPW). This administrative shift is a prerequisite for the planned admission of the company’s entire share capital to the NewConnect market. These corporate actions, finalized in April 2018, signal a significant scaling phase for the Warsaw-based developer and publisher. By securing additional funding and pursuing a listing on the Alternative Supervisory System, the company aims to enhance its liquidity and market visibility within the Polish gaming sector. The move reflects a broader trend of specialized game studios leveraging public markets to fund development pipelines and strengthen their corporate governance structures under the oversight of the Warsaw Stock Exchange.

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Raport Bieżący Nr 31/2018

PlayWay S.A. announced a significant corporate restructuring of its associate company, Moonlit S.A., following resolutions passed during an Ordinary General Meeting held on May 23, 2018. The primary objective of these resolutions is to facilitate a capital increase and prepare the Krakow-based game development studio for a public listing on the NewConnect market, which is the alternative trading system operated by the Warsaw Stock Exchange. The approved capital increase involves raising Moonlit’s share capital from 400,000 PLN to a target range between 425,000 PLN and 500,000 PLN. This expansion is achieved through the issuance of Series D ordinary bearer shares, with a minimum of 250,000 and a maximum of 1,000,000 new shares offered. Each share carries a nominal value of 0.1 PLN. This issuance is structured as an open subscription conducted via a public offering, adhering to the legal frameworks established by the Polish Commercial Companies Code and the Act on Public Offerings. Beyond the immediate capital injection, the resolutions grant formal consent for the dematerialization and registration of all share series—specifically Series A, B, C, and D—with the National Depository for Securities. This administrative step is a prerequisite for the planned admission of the company’s shares to trading on the NewConnect market. These actions represent a strategic move by PlayWay to transition its associate entity into a publicly traded company, thereby increasing liquidity and providing a structured platform for future growth within the Polish gaming sector.

investment mergers-acquisitions europe+1

PlayWayMay 2018

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Raport Bieżący Nr 59/2017: Podjęcie Uchwały o Podwyższeniu Kapitału Zakładowego Movie Games S.A.

The Extraordinary General Meeting of Movie Games S.A. has formally resolved to increase the company’s share capital to support its ongoing growth and financial restructuring. This strategic move involves raising the capital by 246,465 PLN, bringing the total share capital from 2,218,182 PLN to 2,464,647 PLN. The expansion is facilitated through the issuance of 246,465 new Series F shares, which are designated for exclusive acquisition by the Fundusz Stabilnego Rozwoju (Stable Development Fund), a Warsaw-based entity. The financial terms of the transaction stipulate a cash contribution of 8.11 PLN per new share, resulting in a total investment of approximately 1,998,831.15 PLN. Upon the formal registration of this capital increase with the National Court Register, the Fundusz Stabilnego Rozwoju will secure a 10% ownership stake in the share capital of Movie Games. This transaction represents a significant equity injection for the Warsaw-based developer and publisher, which operates as a subsidiary within the broader PlayWay S.A. ecosystem. This corporate action, announced in August 2017, aligns with the regulatory requirements for disclosing inside information under European market abuse regulations. The decision marks a pivotal moment in the company’s capitalization strategy, providing the necessary liquidity to fund future development projects while diversifying its shareholder base. The involvement of a dedicated development fund suggests a focused effort to stabilize the company's long-term financial position within the competitive Polish gaming sector.

investment funding mergers-acquisitions+1

PlayWayAug 2017

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Raport bieżący nr 36/2017: Objęcie akcji w Movie Games S.A.

PlayWay S.A. has formalized an expansion of its investment in Movie Games S.A. through the execution of a share subscription agreement. This transaction, finalized on June 8, 2017, serves as the fulfillment of a long-term investment strategy originally established in December 2016 and subsequently modified through various annexes in early 2017. The agreement involves PlayWay S.A. alongside key individual and institutional shareholders, including Aleksy Uchański, Jakub Trzebiński, and Income Capital Sp. z o.o. The capital increase involves the issuance of new shares at a nominal value of 1 PLN per share. Each participating shareholder subscribed to these new shares in a manner proportional to their existing holdings, ensuring a consistent ownership structure following the capital injection. The total aggregate value of the newly issued shares across all participating parties amounts to 400,000 PLN. This move represents a strategic consolidation of the partnership between the parent entity and its subsidiary within the Polish game development sector. This corporate action is categorized as inside information under Article 17(1) of the Market Abuse Regulation, reflecting its significance to PlayWay’s financial and operational portfolio. The scope of the transaction is centered on the Warsaw-based gaming industry, specifically focusing on the financial restructuring and capitalization of Movie Games S.A. to support its ongoing development and publishing activities. By finalizing this subscription, the involved parties have solidified the financial foundation of the studio as part of PlayWay’s broader ecosystem of development teams.

investment mergers-acquisitions game-publishing

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Raport Bieżący nr 8/2018

The management of PlayWay S.A. announced a significant corporate milestone for its subsidiary, Ultimate Games S.A., regarding its transition to a publicly traded entity. On January 26, 2018, the Extraordinary General Meeting of Ultimate Games S.A. passed resolutions to seek admission for its shares to the NewConnect market, an alternative trading system operated by the Warsaw Stock Exchange. This strategic move encompasses the dematerialization and registration of all share classes, specifically series A through E, with the National Depository for Securities in Warsaw. The decision marks a formal shift in the company’s capital structure, moving from a private entity to a publicly listed producer and publisher within the Polish gaming sector. At the time of this announcement, Ultimate Games S.A. demonstrated significant market traction through its flagship title, Ultimate Fishing Simulator. The commercial success of this project serves as a key performance indicator for the company’s valuation and growth potential, having secured approximately 1.5 million downloads on mobile platforms between its launch and the date of the resolutions. This corporate action is governed by the Market Abuse Regulation and reflects the broader trend of Polish game developers utilizing the NewConnect market to access capital and increase liquidity. By transitioning to a dematerialized share format, the company prepares for broader investor participation and enhanced transparency within the Warsaw financial ecosystem. The scope of this development is centered on the Polish capital market and the mobile gaming segment, highlighting the integration of development studios into the formal financial structures of the regional industry.

investment ipo europe+2

PlayWayJan 2018

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Uchwała Zarządu PlayWay: Protokół Zwyczajnego Walnego Zgromadzenia

This resolution from the Management Board of PlayWay S.A., dated August 29, 2025, formalizes a capital increase within the framework of authorized capital. The primary objective is the issuance of 66,000 Series J ordinary bearer shares to fulfill the company’s Incentive Program for Management Board members. This specific issuance is directed exclusively to Krzysztof Kostowski, the President of the Management Board, following the Supervisory Board's confirmation that the necessary performance criteria for the 2024 financial year were met. The capital increase raises the company’s share capital from 660,000.00 PLN to 666,600.00 PLN. Each Series J share has a nominal value and an issue price of 0.10 PLN, to be covered entirely by cash contributions. To facilitate this targeted issuance, the resolution explicitly excludes the pre-emptive rights of existing shareholders. Furthermore, the Board resolved to dematerialize these new shares and seek their admission to trading on the regulated market of the Warsaw Stock Exchange (GPW). The scope of the document covers corporate governance actions within the Polish gaming industry for the 2024-2025 period. The methodology follows legal requirements under the Polish Commercial Companies Code, specifically utilizing authorizations granted by the General Meeting in June 2024. The resolution concludes with a formal amendment to Paragraph 6 of the Company’s Articles of Association to reflect the new total of 6,666,000 shares. The decision was passed unanimously by the Management Board and recorded by a notary in Warsaw.

investment mergers-acquisitions poland

PlayWayAug 2025

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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

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PCF GroupAug 2025

Current Report No. 19/2018

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