Legal

Resolutions Adopted at the Extraordinary General Meeting: February 28, 2023

28 February 202329 pages11,177 words

Summary

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.

Pages

View all

Citation

Generating citation...

Similar Documents

Legal

Uchwały Rady Nadzorczej PCF Group S.A.: Porządek Obrad NWZ, 28 Lutego 2023

PCF Group S.A. is implementing a strategic capital restructuring and governance overhaul to facilitate the execution of its updated growth strategy. Central to this initiative is a proposed share capital increase through the private issuance of up to 5,853,941 Series F ordinary shares. This issuance aims to raise between 205 million and 295 million PLN, specifically earmarked for the production of three major titles: Project Dagger, Bifrost, and Victoria. To expedite this capital raise and maximize proceeds through a book-building process, the company intends to exclude existing shareholders' pre-emptive rights, although a priority right remains for investors holding at least 0.25% of votes to mitigate dilution. The governance framework is undergoing significant modification to consolidate control and ensure regulatory compliance. Amendments to the Articles of Association grant a Group of Authorized Shareholders, maintaining at least 40% of voting rights, the personal authority to appoint and dismiss the majority of the Supervisory Board, including its Chairperson and the President of the Management Board. This structure ensures long-term stability in leadership while the company transitions into its next phase of development. Following these resolutions, the share capital is established at 599,004.52 PLN, with additional provisions for conditional capital increases related to Series C shares. Operational oversight is further strengthened through refined protocols for the Audit Committee and the Supervisory Board. These measures focus on rigorous financial reporting, risk management, and auditor independence in accordance with public interest entity regulations. The company’s primary business activities remain centered on computer game publishing and software services within the Polish market and the Warsaw Stock Exchange. By integrating flexible share issuance processes with robust corporate governance, the organization seeks to balance rapid capital acquisition with disciplined financial and administrative management.

mergers-acquisitions investment game-publishing+2

PCF GroupJan 2023

Legal

Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie: 28 lutego 2023

PCF Group S.A. initiated a strategic capital restructuring and governance overhaul through a series of resolutions aimed at financing an expanded production pipeline. The primary objective involves a share capital increase via the private subscription of up to 5,853,941 Series F ordinary shares. This issuance, targeting a fundraising goal between 205 million and 295 million PLN, is designed to bypass traditional pre-emptive rights to expedite funding for key development projects, including Project Dagger, Bifrost, and Victoria. While existing pre-emptive rights are waived to facilitate a book-building process among qualified investors, shareholders holding at least 0.25% of the company are granted priority rights to maintain their proportional ownership. The structural changes extend to the company’s Articles of Association, formalizing a concentrated governance model centered on a Group of Authorized Shareholders. This group, led by Sebastian Wojciechowski, retains the personal right to appoint the majority of the Supervisory Board and its Chairperson provided they maintain a collective 40% voting stake. Furthermore, specific provisions grant Wojciechowski the personal authority to appoint the CEO as long as his individual holding remains above 25%. These amendments are paired with the elimination of authorized capital provisions to protect investors from further dilution following the Series F issuance. Operational and financial protocols are also modernized to support the company’s growth on the Warsaw Stock Exchange. The updated statutes mandate the establishment of an Audit Committee and allow Management Board members to receive separate compensation for direct involvement in game production or advisory services. Financial transparency is reinforced through strict reporting timelines and the authorization of dividend advances. These measures collectively establish a framework for PCF Group S.A. to scale its production capabilities while consolidating executive control and ensuring the dematerialization and listing of new securities.

mergers-acquisitions investment europe+1

PCF GroupFeb 2023

Legal

Statut Spółki: PCF Group Spółka Akcyjna

PCF Group S.A., a Warsaw-based joint-stock company, operates indefinitely within the global video game industry, focusing primarily on software development and game publishing. The corporate structure is built upon a share capital of 601,726.60 PLN, divided into more than 30 million ordinary shares with a nominal value of 0.02 PLN each. Provisions for capital expansion are integrated into the governance framework, including a conditional capital increase for subscription warrants and a target capital authorization that allows the Management Board to increase share capital by nearly 30,000 PLN to support strategic growth. Governance is defined by a tiered system involving a General Meeting, a Supervisory Board, and a Management Board, with specific mechanisms designed to protect the influence of major stakeholders. A primary shareholder, designated as Shareholder SW, maintains the personal right to appoint the Chief Executive Officer provided they retain a 25% voting stake. Furthermore, a specific group of authorized shareholders holds the power to appoint the majority of the Supervisory Board and its Chairperson, contingent upon maintaining a 40% voting threshold. The governance model also mandates the inclusion of at least two independent board members and a dedicated Audit Committee to oversee financial reporting and auditor independence. The operational framework includes rigorous controls over share liquidity and competitive behavior. Before public listing, share transfers and encumbrances are subject to strict pre-emptive rights and board approval. Strategic exit strategies are facilitated through drag-along rights, which empower the majority shareholder to compel minority shareholders to sell their stakes during a total company acquisition, unless those minority holders exercise a right of first refusal to purchase the majority stake themselves. Financial flexibility is maintained through provisions allowing for interim dividends, while non-compete clauses ensure that leadership remains focused on the company’s core interests during its pre-public phase.

mergers-acquisitions game-publishing investment+2

PCF GroupMar 2023

Legal

Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on June 23, 2025

PCF Group S.A. concluded its 2024 fiscal year facing significant financial headwinds, reporting a standalone net loss of 228.6 million PLN and a consolidated net loss of 175.3 million PLN. During the Ordinary General Meeting held on June 23, 2025, shareholders moved to address these deficits by utilizing the company’s supplementary capital to cover the full standalone loss. Despite these financial challenges, the assembly signaled confidence in leadership by granting discharge to all members of the Management and Supervisory Boards for their performance during the preceding year. To stabilize the company’s financial position and support its long-term growth strategy, a significant amendment to the Articles of Association was adopted, establishing an authorized capital framework for the next three years. This provision empowers the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of over 10.7 million new shares or subscription warrants. This mechanism is specifically designed to provide flexible funding for ongoing game development and the self-publishing of Project Victoria, also known as Lost Rift. Crucially, the Board now holds the authority to exclude existing shareholders' pre-emptive rights with Supervisory Board approval to expedite capital raises. The governance structure has also been tightened to ensure more rigorous oversight of the company’s intellectual property and financial commitments. New statutory amendments mandate that the Management Board obtain Supervisory Board consent for any financial liabilities exceeding 10% of equity or the permanent disposal of game-related intellectual property rights. These changes, alongside the formalization of a three-year joint term for board members and the establishment of an audit committee, reflect a strategic shift toward disciplined financial management and the protection of core assets as the company navigates its transition into self-publishing and expanded software development.

investment mergers-acquisitions europe+1

PCF GroupJun 2025

Legal

Formularz Pozwalający na Wykonanie Prawa Głosu Przez Pełnomocnika

PCF Group S.A. has established a strategic framework for its Annual General Meeting scheduled for June 23, 2025, focusing on financial recovery and capital restructuring following a challenging 2024 fiscal year. The company reported a net loss of 228.6 million PLN, with a consolidated group loss of 175.3 million PLN, prompting a proposal to cover these deficits entirely through supplementary capital. To stabilize the company’s financial position and ensure future growth, the leadership seeks to implement an "authorized capital" mechanism. This provision would empower the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of over 10.7 million new shares or subscription warrants over a three-year period. The primary objective of this capital flexibility is to secure expedited financing for the self-publishing of major video game projects, specifically Victoria (Lost Rift) and Bifrost. While the proposal allows for the exclusion of existing shareholders' pre-emptive rights to facilitate rapid fundraising, a priority right is maintained for investors holding at least 0.25% of the company to prevent excessive dilution. These financial maneuvers are paired with significant governance reforms, including stricter oversight of intellectual property disposals and financial liabilities exceeding 10% of equity. Governance updates also include a restructuring of the Management and Supervisory Boards, defining three-year joint terms and establishing a mandatory audit committee. The shareholding structure remains anchored by Sebastian Wojciechowski, who holds the largest stake in the company. By formalizing these protocols for board representation, co-option, and dividend advances, the company aims to enhance operational transparency and fiscal agility as it navigates its current recovery phase and transitions toward a self-publishing model for its upcoming titles.

mergers-acquisitions investment europe+1

PCF GroupJun 2025

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.

investment europe poland

PCF GroupMay 2025

Resolutions Adopted at the Extraordinary General Meeting: February 28, 2023

Summary

Tags

Pages

Citation

Citation

Similar Documents

Uchwały Rady Nadzorczej PCF Group S.A.: Porządek Obrad NWZ, 28 Lutego 2023

Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie: 28 lutego 2023

Statut Spółki: PCF Group Spółka Akcyjna

Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on June 23, 2025

Formularz Pozwalający na Wykonanie Prawa Głosu Przez Pełnomocnika

Resolutions of the Supervisory Board of PCF Group S.A. Regarding the AGM on June 23, 2025