Uchwyły Podjęte Przez Nadzwyczajne Walne Zgromadzenie

The Extraordinary General Meeting of PCF Group S.A., held on May 24, 2021, formalized a strategic expansion of the company’s capital structure to facilitate international growth and studio acquisitions. Shareholders representing approximately 82% of the share capital unanimously approved the issuance of 387,714 Series D ordinary shares at a price of 75.75 PLN per share. This specific issuance, totaling roughly 29.37 million PLN, serves as a private subscription for a trust associated with Samuel Girardin, following the acquisition of the Canadian animation and audio studio Game On Creative, Inc. To execute this transaction and secure a lock-up agreement, existing shareholders’ pre-emptive rights were waived, ensuring the strategic integration of the new subsidiary.

Beyond the immediate acquisition, the company established a broader "Authorized Capital" mechanism to streamline future expansion. The Management Board is now authorized to increase share capital by up to 29,562.50 PLN through the issuance of 1,478,125 new shares over a three-year period. This framework allows the Board, subject to Supervisory Board oversight, to exclude pre-emptive rights for the purpose of rapidly acquiring additional game development teams and studios. The pricing for such issuances is governed by a 30-day volume-weighted average price, a methodology intended to align new investments with market valuations while protecting the interests of current stakeholders.

The governance of these financial shifts is reinforced by amendments to the articles of association, which define the total share capital as 27,500,000 Series A ordinary shares with a nominal value of 0.02 PLN each. By mandating Supervisory Board approval for the issue price of shares under the authorized capital, the company has implemented a check on executive power during this period of aggressive growth. These resolutions reflect a unified shareholder commitment to a long-term strategy of inorganic growth through the acquisition of specialized creative assets in the global gaming industry.