Resolutions of the Extraordinary General Meeting: PCF Group S.A.

The extraordinary general meeting of PCF Group S.A., held on 24 May 2021, approved a series of corporate actions aimed at expanding the company’s capital structure and strategic capabilities. The meeting elected Sebastian Wojciechowski as chair, confirmed the agenda, and resolved to forego a separate audit committee due to an electronic voting system. The core decisions involved a capital increase through the issuance of 387 714 new ordinary shares (Series D) at an emission price of PLN 75.75 per share, raising the paid‑up capital from PLN 591 250.24 to PLN 599 004.52. The shares were offered exclusively to Fiducie Familiale Samuel Girardin 2020, a trust linked to the acquisition of Game On Creative Inc., a Montreal‑based animation studio. The issuance was structured as a private subscription, with the new shares granted without voting rights to existing shareholders and subject to lock‑up until December 2024. The board’s opinion justified the exclusion of existing shareholders’ subscription rights and detailed pricing based on recent market activity. Additionally, the meeting adopted a “target capital” provision allowing the board to raise up to PLN 29.56 million in future issuances, with the option to exclude existing shareholders’ subscription rights upon supervisory board approval. Statutory amendments updated share classifications and authorized the board to manage future capital increases, while costs of convening the meeting were borne by the company. All resolutions received unanimous approval from 81.98 % of voting shares, reflecting strong shareholder support for the planned expansion and strategic acquisitions in the gaming and animation sector.