PCF Group Draft Resolutions for Extraordinary General Meeting: 7 August 2023

PCF Group S.A. is pursuing a strategic capital increase through the issuance of up to 2,510,904 new Series G ordinary shares to support its expanded development pipeline and self-publishing transition. This initiative aims to raise a minimum of 100.9 million PLN, addressing a funding gap left by a previous Series F offering that did not meet its total capital targets. The primary objective of this capital injection is to provide the necessary resources to scale production teams for key upcoming titles, specifically Project Dagger, Bifrost, and Victoria, while facilitating the company’s broader shift toward a Game-as-a-Service model.

The proposed issuance includes a total exclusion of pre-emptive rights for existing shareholders to expedite the private subscription process and maximize proceeds through a competitive book-building exercise. To mitigate the impact on major stakeholders, the framework grants priority rights to eligible investors holding at least 0.25% of the company’s votes, allowing them to maintain their relative ownership percentages. This structure is designed to balance the urgent need for liquidity with the interests of significant long-term shareholders.

Following the successful placement of these shares, the company will proceed with their dematerialization and application for listing on the Warsaw Stock Exchange. This move aligns with the updated corporate strategy established in early 2023, which emphasizes a diversified financing approach. By combining this equity issuance with non-dilutive financing sources, the group intends to secure the capital required for its ambitious growth trajectory and self-publishing autonomy without causing excessive dilution to the existing shareholder base.