Related Documents
Legal
Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie 13 Listopada 2024
The extraordinary general meeting of PCF Group S.A. on 13 November 2024 adopted a comprehensive set of resolutions that reshape the company’s governance framework, statutory scope, and capital configuration. Shareholders elected a chairperson, waived the formation of a Scrutiny Committee on the basis of electronic voting, and approved a detailed agenda that includes board appointments, statutory amendments, and the adoption of a unified charter. The co‑optation of Lidia Banach‑Hoheker to the Supervisory Board satisfied the minimum‑member requirement, reinforcing board composition. Statutory changes broaden the firm’s activity classification by adding PKD 70.22.Z for business‑management consulting and formalise the revised charter, thereby expanding the operational latitude of the group. The capital structure was confirmed at PLN 718 805,42, distributed across multiple share series: 27.5 million series‑A, 2.062 million series‑B, 0.388 million series‑D, 0.136 million series‑E, 3.343 million series‑F and 2.511 million series‑G. In addition, shareholders authorized a conditional increase of up to 1.556 million shares, providing flexibility for future financing. Overall, the resolutions consolidate PCF Group S.A.’s corporate governance, extend its business scope, and secure a robust capital foundation, positioning the company for strategic growth within the Polish market and aligning its structure with anticipated operational demands.
PCF GroupNov 2024
Legal
Resolutions of the Supervisory Board of PCF Group S.A. Regarding the AGM on June 23, 2025
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.
PCF GroupMay 2025
Legal
Resolutions Adopted at the Extraordinary General Meeting: February 28, 2023
PCF Group S.A. has initiated a strategic capital increase and corporate restructuring to fund an ambitious expansion of its game development pipeline. By authorizing the issuance of up to 5,853,941 new Series F ordinary shares, the company aims to raise between 205 million and 295 million PLN. These funds are specifically earmarked for the growth of production teams working on key titles such as Project Dagger, Bifrost, and Victoria. To facilitate this fundraising, existing shareholders' pre-emptive rights were excluded in favor of a private subscription and book-building process, though a priority right remains for investors holding at least 0.25% of the company. The governance framework has been significantly amended to balance institutional growth with the influence of founding stakeholders. A designated Group of Authorized Shareholders retains the personal right to appoint a majority of the Supervisory Board and its Chairperson, provided they maintain a 40% voting stake. Similarly, major shareholder Sebastian Wojciechowski holds the personal right to appoint the President of the Management Board as long as his voting interest remains above 25%. These provisions ensure leadership continuity while the company scales its operations and seeks the listing of new shares on the Warsaw Stock Exchange. To align with public interest entity regulations, the updated Articles of Association mandate the inclusion of at least two independent members on the Supervisory Board and specific representation on the Audit Committee. The company’s share capital now stands at 599,004.52 PLN, supported by a unified corporate structure that defines clear protocols for financial reporting, dividend advances, and reserve fund creation. These resolutions, adopted with unanimous support from the shareholders present, establish the financial and legal foundation necessary for PCF Group S.A. to execute its updated growth strategy within the global gaming market.
PCF GroupFeb 2023
Legal
Resolutions Adopted at the Extraordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on 13 November 2024
The extraordinary general meeting of PCF Group S.A. on 13 November 2024 adopted a series of resolutions that reshape the company’s governance framework, statutory scope, and remuneration structure. Central to the meeting’s outcomes was the unanimous election of Sebastian Wojciechowski as chairman, supported by 27 618 454 votes representing 76.85 % of the share capital, and the co‑opted appointment of Lidia Banach‑Hoheker to the supervisory board. A comprehensive amendment to the company’s statute broadened its operational remit to encompass 36 PKD codes, signaling an expansion of business activities. The meeting introduced new supervisory board rules that require a minimum of two independent members and empower the Group of Qualified Shareholders to replace any member who loses independence within a two‑week window. An audit committee of at least three members, a majority of whom must be independent, was mandated, with clearly defined monitoring and oversight responsibilities. Concurrently, a revised remuneration policy for both the management and supervisory boards was approved, aligning compensation with the updated business strategy, prevailing market benchmarks in the gaming sector, and incorporating additional fees for participation in board and committee meetings. Board members’ contracts may be concluded under either employment or civil‑law terms, may be indefinite, and can be terminated with notice periods ranging from three to twelve months, or immediately for serious breaches such as gross duty violations, confidentiality breaches, or legal infractions. Compensation consists of a fixed monthly salary supplemented by a variable bonus capped at five times the fixed component, linked to performance criteria. The resolutions require the company to publish the Compensation Policy, the shareholders’ approval, the adoption date, and voting results on its website within seven days of entry into force. The open‑ballot vote recorded 25 249 381 votes (approximately 91 %) in favor and 2 369 073 votes (about 9 %) against, with no abstentions, thereby triggering immediate compliance with the publication mandate.
PCF GroupNov 2024