LegalPCF Group
Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on June 23, 2025
23 Jun 202529 pages~56 min full read
PCF Group S.A. reported a 2024 standalone net loss of 228.6 million PLN and a consolidated net loss of 175.3 million PLN, which shareholders voted to cover using the company’s supplementary capital.
See it on page 5The Management Board is authorized to increase share capital by up to 215,641.62 PLN over the next three years through the issuance of over 10.7 million new shares or subscription warrants to fund game development and the self-publishing of Project Victoria (Lost Rift).
See it on page 12The Board now has the authority to exclude existing shareholders' pre-emptive rights during capital raises, provided they obtain approval from the Supervisory Board.
See it on page 13New governance mandates require Management Board members to secure Supervisory Board consent before disposing of game-related intellectual property or incurring financial liabilities exceeding 10% of the company's equity.
See it on page 16Shareholders granted formal discharge to all members of the Management and Supervisory Boards for their 2024 performance despite the reported financial losses.
See it on page 6The company has formalized a three-year joint term for board members and established an audit committee to enforce more disciplined financial management and asset protection.
See it on page 26PCF Group S.A. concluded its 2024 fiscal year facing significant financial headwinds, reporting a standalone net loss of 228.6 million PLN and a consolidated net loss of 175.3 million PLN. During the Ordinary General Meeting held on June 23, 2025, shareholders moved to address these deficits by utilizing the company’s supplementary capital to cover the full standalone loss. Despite these financial challenges, the assembly signaled confidence in leadership by granting discharge to all members of the Management and Supervisory Boards for their performance during the preceding year.
To stabilize the company’s financial position and support its long-term growth strategy, a significant amendment to the Articles of Association was adopted, establishing an authorized capital framework for the next three years. This provision empowers 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. This mechanism is specifically designed to provide flexible funding for ongoing game development and the self-publishing of Project Victoria, also known as Lost Rift. Crucially, the Board now holds the authority to exclude existing shareholders' pre-emptive rights with Supervisory Board approval to expedite capital raises.
The governance structure has also been tightened to ensure more rigorous oversight of the company’s intellectual property and financial commitments. New statutory amendments mandate that the Management Board obtain Supervisory Board consent for any financial liabilities exceeding 10% of equity or the permanent disposal of game-related intellectual property rights. These changes, alongside the formalization of a three-year joint term for board members and the establishment of an audit committee, reflect a strategic shift toward disciplined financial management and the protection of core assets as the company navigates its transition into self-publishing and expanded software development.
