Legal

Resolutions of the Supervisory Board of PCF Group S.A. Regarding the AGM on June 23, 2025

1 May 202532 pages9,483 words

Summary

The governance and financial strategy of PCF Group S.A. for the 2025 fiscal period centers on securing flexible capital to support the production and self-publishing of internal intellectual properties, specifically the projects Victoria (Lost Rift) and Bifrost. A primary objective involves amending the Articles of Association to establish an authorized capital framework. This mechanism empowers the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of approximately 10.78 million new shares or subscription warrants over a three-year period. To facilitate rapid financing, the board may exclude existing pre-emptive rights, provided they implement a priority right mechanism for eligible investors holding at least 0.25% of the company. Corporate oversight is reinforced through updated statutory requirements for the Supervisory Board and its Audit Committee. The board must consist of five to seven members, including at least two independent directors, and is tasked with monitoring financial reporting, risk management, and auditor independence. Significant financial decisions, such as incurring liabilities exceeding 10% of equity or the permanent disposal of game-related intellectual property, now require explicit board approval. These measures ensure that while the Management Board gains operational agility in capital markets, the company maintains rigorous checks on its most valuable assets and overall fiscal health. The shareholding structure remains anchored by Series A ordinary shares, with the largest individual stake held by the principal shareholder, SW. The company’s total share capital of 718,805.42 PLN supports a business model focused on the full lifecycle of game development and publishing. Governance protocols are further refined by defining the fiscal year as the calendar year and establishing clear procedures for interim dividends and board resolutions. These structural updates collectively aim to balance aggressive growth in the competitive gaming sector with transparent, stable corporate governance.

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Resolutions of the Supervisory Board of PCF Group S.A. Regarding the AGM on June 23, 2025

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