Updated Mar 17, 2026 by PCF Group
Legal · May 17, 2021
Published by PCF Group
The management board of PCF Group S.A., a Warsaw-based game development studio, formally issued resolutions passed by its Supervisory Board in preparation for an Extraordinary General Meeting scheduled for May 24, 2021. These actions were taken in accordance with Polish financial regulations regarding current and periodic information provided by securities issuers, specifically adhering to the Best Practice for GPW Listed Companies 2016. The primary objective of these resolutions is to provide formal oversight and recommendations on specific items added to the agenda of the upcoming shareholder assembly. The scope of this disclosure is limited to the corporate governance activities of PCF Group S.A. within the Polish capital market during the second quarter of 2021. By following the established legal framework for public companies, the Supervisory Board ensures that all matters to be discussed at the Extraordinary General Meeting have been properly reviewed and vetted by the company’s internal oversight body. This process facilitates transparency between the company’s leadership and its investors, ensuring that shareholders are informed of the board's positions before voting on corporate matters. While the specific details of the agenda items are not enumerated within this particular announcement, the filing serves as a critical regulatory bridge between the scheduling of a general meeting and the execution of shareholder votes. It confirms that the company is operating under the strictures of the Minister of Finance’s 2018 ordinance and the governance standards of the Warsaw Stock Exchange. This administrative step is essential for maintaining the legal validity of the decisions made during the subsequent meeting of shareholders.
Raport bieżący nr 21/2021 Data sporządzenia: 17 maja 2021 r. Temat: Uchwały Rady Nadzorczej dotyczące spraw wprowadzonych do porządku obrad Nadzwyczajnego Walnego Zgromadzenia Spółki zwołanego na dzień 24 maja 2021 r. Podstawa prawna: § 19 ust. 1 pkt 1 i pkt 2 Rozporządzenia Ministra Finansów z dnia 29 marca 2018 r. w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim Treść raportu: Zarząd spółki PCF Group S.A. z siedzibą w Warszawie („Spółka”) niniejszym przekazuje treść uchwał podjętych przez Radę Nadzorczą Spółki, na podstawie zasady II.Z.11 zawartej w Zbiorze Dobrych Praktyk Spółek Notowanych na GPW 2016, dotyczących spraw wprowadzonych do porządku obrad Nadzwyczajnego Walnego Zgromadzenia Spółki zwołanego na dzień 24 maja 2021 r.
The Management Board of PCF Group S.A., a prominent Polish game development studio, formally convened an Extraordinary General Meeting scheduled for May 24, 2021, in Warsaw. This regulatory announcement serves to notify shareholders of critical corporate governance actions and proposed changes to the company’s capital structure shortly after its initial public offering. The primary focus of the meeting involves deliberating on the issuance of new Series D shares and the potential expansion of authorized capital. Central to the proposed resolutions is the strategic decision to exclude existing shareholders' preemptive rights regarding the new Series D share issuance. The Management Board provided formal opinions justifying this exclusion, arguing that such a move facilitates more efficient capital raising and provides the flexibility necessary to execute the company’s long-term growth strategy. Furthermore, the board sought authorization to increase the share capital within a designated target capital framework, which includes the power to waive preemptive rights for future issuances with the approval of the Supervisory Board. These financial maneuvers are designed to streamline the process of setting emission prices and securing funding for ongoing development projects. By establishing a target capital mechanism, the leadership aims to respond rapidly to market opportunities without the administrative delays of repeated general meetings. This administrative action reflects the company's transition into a more mature phase of corporate financing within the Polish capital market, emphasizing agility in capital management to support its international gaming operations.
The Ordinary General Meeting of PCF Group S.A., held on June 22, 2021, served as a formal governance session to finalize the company’s financial and operational standing for the 2020 fiscal year. Based in Warsaw, the company adhered to Polish regulatory requirements for public issuers by disclosing these resolutions to ensure transparency regarding its corporate actions. The primary focus of the assembly was the formal approval of the management board’s reports on activities and the validation of the financial statements for both the individual entity and the capital group. Key outcomes of the meeting included the granting of discharge to members of the management and supervisory boards, confirming their fulfillment of duties during the preceding year. Financial data reviewed during the session underscored the company’s transition and performance within the global video game development sector during a period of significant growth. The shareholders also addressed the allocation of net profit, opting to strengthen the company’s internal capital reserves rather than issuing immediate dividends, thereby prioritizing long-term development and project scaling. The scope of these resolutions covers the entirety of PCF Group’s international operations and its various development studios during the 2020 calendar year. By formalizing these administrative and financial benchmarks, the company established a stable regulatory foundation for its upcoming production cycle. The proceedings reflect a standard exercise of shareholder oversight, ensuring that the leadership’s strategic direction aligns with the legal and fiscal obligations required of a listed entity on the Warsaw Stock Exchange.
The Extraordinary General Meeting of PCF Group S.A., held on May 24, 2021, resulted in the formal adoption of several key corporate resolutions essential for the company’s governance and operational framework. This meeting, conducted in Warsaw, primarily focused on the election of leadership for the assembly and the establishment of specific incentive programs designed to align the interests of management and key personnel with those of the shareholders. The proceedings were conducted in accordance with Polish financial regulations regarding current and periodic information provided by issuers of securities. A central outcome of the assembly was the implementation of a long-term Incentive Program for the years 2021–2024. This program involves the issuance of subscription warrants and a conditional increase in share capital, excluding existing shareholders' pre-emptive rights to ensure flexibility in rewarding performance. Specifically, the resolution authorizes the issuance of up to 1,491,335 Series B subscription warrants, which entitle holders to subscribe for an equivalent number of Series C ordinary bearer shares. This capital increase is capped at a nominal value of 29,826.70 PLN, with the issue price for Series C shares set at 0.02 PLN per share. The scope of these resolutions covers the internal corporate structure and financial planning of PCF Group S.A. within the Polish gaming industry for the specified four-year period. By approving these measures, the assembly provided the Management Board and Supervisory Board with the legal mandate to execute the incentive scheme, which includes the authority to determine specific participants and the precise timing of warrant acquisitions. The meeting concluded without any objections being raised to the minutes or the rejection of any proposed resolutions, signifying shareholder consensus on the company’s strategic direction regarding executive compensation and capital management.
The Extraordinary General Meeting of PCF Group S.A., held on April 13, 2022, resulted in the formal adoption of several corporate resolutions essential to the company’s governance and operational framework. This regulatory disclosure, issued from the company’s Warsaw headquarters, serves to fulfill legal transparency requirements for issuers of securities under Polish financial regulations. The primary focus of the meeting was to codify specific administrative and strategic decisions through a standardized voting process by the company’s shareholders. The scope of the meeting covered internal corporate actions relevant to the 2022 fiscal period, specifically addressing the immediate governance needs of the Polish game development studio. While the summary of the proceedings confirms the passage of all proposed resolutions, the legal basis for the disclosure rests on the Minister of Finance’s ordinance regarding current and periodic information provided by securities issuers. This ensures that all stakeholders are informed of the official outcomes of the assembly in a timely manner. Methodologically, the document reflects the results of a formal shareholder vote, though specific vote counts or the granular details of each resolution were handled as attachments to the primary announcement. The tone remains strictly neutral and administrative, reflecting the standard communication style of a publicly traded entity on the Warsaw Stock Exchange. These actions represent a routine but necessary component of PCF Group S.A.’s compliance and corporate management strategy within the broader European gaming industry.