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Legal
PCF Group OGM Resolutions: 4 June 2024
The ordinary general meeting of PCF Group S.A., held in Warsaw on 4 June 2024, served to formalise the company’s governance and financial reporting for the 2023 fiscal year. Shareholders representing 76.70 % of the issued capital (27 564 413 votes) participated, with all resolutions passing unanimously in either open or secret ballots, reflecting the use of an electronic voting system that eliminated the need for a separate audit commission. Key decisions included the election of Sebastian Wojciechowski as chairman of the meeting, the adoption of the agenda, and the approval of the 2023 annual and consolidated financial statements. The unit‑level balance sheet reported assets of PLN 502 508 thousand, a net loss of PLN 64 652 thousand, and an increase in equity of PLN 171 253 thousand, while the consolidated statements showed assets of PLN 513 461 thousand, a net loss of PLN 75 575 thousand and total negative earnings of PLN 80 889 thousand, accompanied by a cash‑flow increase of PLN 56 033 thousand. The board resolved to cover the net loss of PLN 64 651 944,69 entirely from the company’s reserve capital. The meeting also ratified the supervisory board’s 2023 report, the audit committee’s assessment under the GPW Good Practices, and granted discharge (absolutorium) to the chief executive, the chairman of the supervisory board, and all supervisory members for their duties during the year. Each of these authorisations was confirmed by the same unanimous vote count, underscoring broad shareholder support for the company’s strategic and financial direction.
PCF GroupJun 2024
Legal
Draft Resolutions for the Ordinary General Meeting
The ordinary general meeting of PCF Group S.A., convened in Warsaw on 4 June 2024, adopts a comprehensive agenda that governs the company’s corporate‑governance and financial reporting for the 2023 fiscal year. The meeting first elects a chairman, foregoes the appointment of a voting commission because an electronic voting system is in place, and formally approves the order of business, which includes presentation of the board’s results, review of the supervisory board’s report, and a series of resolutions on financial statements, loss coverage, remuneration and absolution of officers. Financial disclosures reveal that the unit‑level balance sheet lists assets of 502 508 thousand zł, while the consolidated group balance sheet shows assets of 513 461 thousand zł. Net loss for the year amounts to 64 652 thousand zł on a standalone basis and 75 575 thousand zł for the consolidated group; total comprehensive loss reaches 64 652 thousand zł and 80 889 thousand zł respectively. Equity increased by 171 253 thousand zł in the unit statements and by 150 251 thousand zł in the consolidated statements, and cash‑flow positions improved by 48 397 thousand zł and 56 033 thousand zł. The loss of 64 651 944,69 zł is fully covered from the company’s reserve capital. The supervisory board and audit committee reports for 2023 receive approval in line with the Good Practices for Listed Companies on the Warsaw Stock Exchange, and the meeting grants absolution to the chief executive, the board chairman and all members of the supervisory board for their duties during the year. All resolutions take effect immediately upon adoption, reflecting compliance with the Polish Commercial Companies Code and the company’s statutes.
PCF GroupJun 2024
Legal
Resolutions of the Supervisory Board of PCF Group S.A. on Ordinary General Meeting Agenda, 27 June 2023
The Supervisory Board of PCF Group S.A., the parent company of game development studio People Can Fly, issued a series of formal resolutions on May 31, 2023, regarding the upcoming Ordinary General Meeting scheduled for June 27, 2023. These resolutions serve to provide official opinions on the proposed agenda and corporate governance actions for the 2022 fiscal year. The scope of these actions covers the legal and financial oversight of the Warsaw-based company and its capital group, adhering to the Best Practice for GPW Listed Companies 2021. The primary focus of the resolutions is the formal endorsement of the meeting’s agenda and the performance of the company’s leadership. Specifically, the Supervisory Board issued a positive opinion on the draft resolution to grant a vote of approval to Sebastian Wojciechowski, the President of the Management Board, for his conduct and performance during the 2022 financial year. This endorsement is a standard but critical procedural step in Polish corporate law to validate executive management. The proposed agenda for the General Meeting includes the presentation and approval of the 2022 financial statements for both the individual company and the consolidated capital group. Key items scheduled for shareholder consideration include the distribution of profits for the 2022 fiscal year, the review of the Supervisory Board’s activity report, and a discussion on the remuneration report for members of the Management and Supervisory Boards. These documents establish the procedural framework for closing the 2022 fiscal year and ensuring compliance with statutory reporting requirements for publicly traded entities in the gaming sector.
PCF GroupMay 2023
Legal
PCF Group Proxy Form for Ordinary General Meeting 2024
The purpose of the form is to enable shareholders of PCF Group S.A. to delegate voting rights to a proxy for the ordinary shareholders’ meeting scheduled for 4 June 2024 at the ADN Conference Centre in Warsaw. It is prepared under article 402³ of the Polish Commercial Companies Code and serves as a non‑mandatory instrument for transmitting voting instructions, without replacing a formal power of attorney. The accompanying agenda lists fourteen resolutions to be considered. Key corporate actions include the election of the meeting chairperson, the decision to forego the establishment of an audit committee due to an electronic voting system, and the adoption of the meeting agenda. Financial matters dominate the agenda: approval of the 2023 individual financial statements (assets 502 508 thousand zł, net loss 64 652 thousand zł) and the consolidated group statements (assets 513 461 thousand zł, net loss 75 575 thousand zł). The shareholders are asked to approve the covering of the net loss of 64 651 944,69 zł from the company’s reserve capital. Subsequent resolutions grant absolution to the chief executive, all members of the supervisory board and its committees for the 2023 fiscal year. The scope is limited to PCF Group S.A., a Warsaw‑based joint‑stock company, and pertains to the financial year ending 31 December 2023. The document does not involve a survey or statistical sampling; its legal basis and procedural instructions constitute the methodology, requiring shareholders to mark “X” in the appropriate columns and, where necessary, specify the number of shares to be voted for, against, or abstained from on each resolution. The form also provides space for additional remarks to address any discrepancies between the attached draft resolutions and those ultimately presented at the meeting.
PCF GroupApr 2024