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PCF GROUP SA ( 2/2022) PCF Group Spółka Akcyjna - informacja o stanie stosowania Dobrych Praktyk 2021 Na podstawie par. 29 ust. 3 Regulaminu Giełdy Papierów Wartościowych w Warszawie S.A. PCF Group Spółka Akcyjna przekazuje informację o stanie stosowania Dobrych Spółka niniejszym informuje o rozpoczęciu stosowania zasad 4.1. oraz 4.3. DPSN 2021. POLITYKA INFORMACYJNA I KOMUNIKACJA Z INWESTORAMI 1.1.

PCF GROUP SA (1/2023) PCF Group Spółka Akcyjna – informacja o stanie stosowania Na podstawie par. 29 ust. 3 Regulaminu Giełdy Papierów Wartościowych w Warszawie S.A. PCF Group Spółka Akcyjna przekazuje informację o stanie stosowania Dobrych Spółka niniejszym informuje o rozpoczęciu stosowania zasad 3.3, 3.4, 3.6, 3.8 i 3.10 oraz o zmianie treści wyjaśnień w zakresie niestosowania lub sposobu stosowania zasad 2.1, 3.1, 3.2, 3.5 i 3.9 DPSN 2021.

The report announces that on 15 December 2020 the Warsaw Stock Exchange (GPW) adopted resolution 981/2020, authorizing PCF Group S.A. to list specific securities on the GPW primary market. The listed instruments include 2,062,512 ordinary bearer shares of Series A with a nominal value of PLN 0.02 each; 25,437,488 Series A shares subject to conversion into ordinary bearer shares; 2,062,512 ordinary bearer shares of Series B contingent on a capital increase resulting from their issuance; and 2,062,512 rights to ordinary bearer shares of Series B. All issuances carry a nominal value of PLN 0.02 per share or right.

The resolution became effective immediately upon adoption, enabling the securities to commence trading on the GPW. The announcement is framed within the legal basis of § 17(1)(2) of the Minister of Finance Regulation dated 29 March 2018, which governs current and periodic disclosures by issuers of securities. The document serves to inform shareholders and market participants that the company’s Series A and B shares, along with associated rights, are now eligible for trading on a regulated market. No additional data such as pricing, volume, or investor impact metrics are provided; the focus remains on regulatory compliance and the formal listing of the specified securities.

The report announces that on 17 December 2020 the board of PCF Group S.A., headquartered in Warsaw, entered into the Electronic System for Information Transfer (ESPI). This action fulfills the legal requirement set out in § 11(1) of the ESPI usage regulations, thereby authorizing the company to transmit information through the system from that date onward. The document serves as an official notification of compliance with statutory obligations concerning electronic data exchange within the Polish corporate framework. It confirms that PCF Group S.A. has met the necessary procedural steps to become an ESPI participant, enabling it to submit required filings and communications electronically. No additional data or analysis is provided; the report functions solely as a compliance statement for regulatory purposes.

The report announces the initiation of trading for PCF Group S.A.’s Series A shares and Series B rights on the Warsaw Stock Exchange’s primary market, effective 18 December 2020. The company confirms receipt of the exchange’s resolutions: resolution 992/2020 authorises 27,500,000 Series A shares with a nominal value of PLN 0.02 each, listed under the ticker “PCF”; resolution 993/2020 authorises 2,062,512 Series B rights with the same nominal value, listed under “PCFA”. Both instruments are registered with KDPW and carry ISIN codes PLPCFGR00010 (Series A) and PLPCFGR00036 (Series B). The announcement is issued under the legal framework of §17(1)(4) of the 2018 Ministerial Regulation on ongoing and periodic information from issuers, ensuring compliance with disclosure requirements for non‑EU jurisdictions.

Key data points include the exact share and rights quantities, nominal values, ISIN identifiers, ticker symbols, and the precise effective date of market entry. The scope is limited to the Warsaw Stock Exchange’s primary market and pertains solely to PCF Group S.A.’s equity instruments. Methodologically, the report relies on official exchange resolutions and internal corporate communication; no survey or external data sources are cited. The document serves to inform investors and market participants of the new trading instruments, confirming regulatory approval and providing essential identifiers for trade execution.

The report details the completion of PCF Group S.A.’s public subscription for 2,062,512 new Series B shares and the simultaneous sale of an equal number of existing Series A shares. The transaction aimed to secure listing on the Warsaw Stock Exchange and involved all 27,500,000 existing Series A shares. The subscription period ran from 26 November to 3 December 2020 for individual investors and employee‑shareholder tranches, while institutional investors were engaged from 27 November to 9 December. Allocation occurred on 11 December, with all offered shares fully distributed.

The offering was structured into three tranches: individual investors (price 46.00 PLN), employee‑shareholder tranches (41.40 PLN), and institutional investors (50.00 PLN). Employee‑shareholder bids were treated preferentially, and a 98.486 % reduction applied only to individual investor bids for new shares. Institutional investors received both new and existing shares, with 284 institutions subscribing to the sale of existing Series A shares.

Total subscription volume for new shares reached 42,310,783 bids across all tranches, while the sale of existing shares attracted exactly 2,062,512 bids from institutions. Allocation matched the offered quantities: 2,062,512 new shares and 2,062,512 existing shares were issued. The average price for new shares varied by tranche, with the institutional tranche at 50 PLN, resulting in a subscription value of approximately 100.29 million PLN and a sale value of about 103.13 million PLN.

The report notes that detailed cost breakdowns and final pricing will be disclosed in subsequent filings, as the company has not yet finalized all expense items. The transaction represents a significant capital‑raising effort, expanding the company’s share base and facilitating its entry onto Poland’s regulated market.

The report announces the publication schedule for PCF Group S.A.’s periodic disclosures in the 2021 fiscal year, pursuant to Polish financial regulation. It specifies that both the individual and consolidated annual reports for 2020 will be released on 29 April 2021. Consolidated quarterly reports are scheduled for the first quarter (28 May 2021) and third quarter (29 November 2021), while the consolidated half‑yearly report for the first half of 2021 will appear on 29 September 2021. The company confirms that it will not issue individual quarterly or half‑yearly reports, aligning with § 62 of the regulation. Instead, it will provide consolidated quarterly statements containing the required financial information and a consolidated half‑yearly report with a condensed financial statement. Additionally, PCF Group S.A. declares its decision to forgo publishing the consolidated quarterly report for Q4 2020 and the consolidated quarterly reports for Q2 and Q4 2021, in accordance with § 79(2) of the regulation. The scope covers all reporting obligations for PCF Group S.A. within Poland’s 2021 fiscal year, with no mention of external data sources or survey methodology, as the document serves purely to inform stakeholders of compliance timelines.

The report announces the appointment of supervisory board members for PCF Group S.A. on 14 January 2021, following a declaration by the group of entitled shareholders. Under Polish corporate statutes and the 2018 Ministry of Finance regulation on current information, the board now includes Mikołaj Wojciechowski, Krzysztof Dolias, and Bartosz Biełuszko, all elected pursuant to the shareholders’ personal rights. Wojciechowski is designated as chairman of the supervisory board.

The document confirms that all required information under § 10 of the Ministry regulation is incorporated in the company’s prospectus, approved by the Polish Financial Supervision Authority on 25 November 2020, and remains current as of the report date. No additional data or statistics are presented; the scope is limited to the corporate governance update for PCF Group S.A. in Poland, covering a single event within the 2021 reporting period. The methodology is straightforward: the board composition was determined by shareholder vote in accordance with statutory provisions, and the report serves to inform stakeholders of this change.

The report announces a revision of the publication date for PCF Group S.A.’s consolidated and individual annual reports covering 2020. The change follows a prior interim report issued on 27 January 2021, which had set the release for 29 April 2021. The new schedule moves the publication forward to 26 April 2021, allowing stakeholders to receive financial statements earlier. The adjustment is grounded in § 80(2) of the Minister of Finance regulation dated 29 March 2018, which governs the timing and equivalence of information provided by securities issuers. The announcement is issued by the Board of PCF Group S.A., confirming that both the group’s consolidated report and the individual entity’s annual report will adhere to the updated deadline. No additional data, statistics, or broader industry context are provided; the focus remains solely on the procedural update. The scope is limited to PCF Group S.A. and its reporting obligations for the fiscal year 2020, with no mention of geographic expansion or comparative analysis. The methodology is implicit in regulatory compliance rather than empirical research, and the communication serves to inform investors, regulators, and other interested parties of the revised timeline.

The report announces that on February 1, 2021 the board of PCF Group S.A. received confirmation from the Warsaw Stock Exchange (GPW) regarding two key decisions affecting the company’s Series B ordinary shares. First, GPW’s resolution No. 86/2021 designates February 2, 2021 as the final trading day for 2,062,512 Series B shares, each with a nominal value of 0.02 PLN and identified by ISIN PLPCFGR00036. Second, resolution No. 87/2021 authorises the introduction of the same number of Series B shares into primary market trading on February 3, 2021, contingent upon the National Securities Depository’s registration of these shares and assignment of ISIN PLPCFGR00010. Both resolutions became effective immediately upon adoption.

The document serves to inform shareholders and market participants of the scheduled cessation of trading for existing Series B shares and the subsequent listing of newly issued shares, thereby ensuring compliance with Polish financial regulations. It references § 17(1)(4) of the 2018 Ministerial Regulation on ongoing and periodic information required from issuers, underscoring the legal basis for disclosure. No additional data such as market impact figures or investor surveys are included; the focus remains strictly on procedural dates, share quantities, nominal values, and ISIN identifiers. The scope is limited to PCF Group S.A.’s Series B ordinary shares within the Polish capital market, covering a single time frame in early February 2021.

The report discloses that PCF Group S.A., a Warsaw‑based holding, entered into an intention letter on 31 March 2021 to acquire the development team of Phosphor Games, LLC, a Chicago‑based studio. The transaction is subject to an exclusive negotiation period until 30 April 2021 and involves a loan of USD 5 million to the group’s subsidiary People Can Fly U.S., LLC, with LIBOR plus 2 % interest over ten years. The loan is secured by the subsidiary’s intellectual property and is intended to fund the acquisition of Phosphor Games’ team. The report clarifies that signing the intention letter and initiating negotiations does not guarantee completion of the acquisition, noting potential risks to negotiation outcomes.

The disclosure was delayed until 23 April 2021 in accordance with Article 17(4) of the EU Market Abuse Regulation (MAR). Management justified the delay by citing legal and commercial considerations: premature disclosure could jeopardise negotiation dynamics, affect transaction terms, or mislead the market. The report outlines that confidentiality was maintained through a controlled list of personnel with access to the information, updated per MAR requirements. Upon publication, PCF Group S.A. will notify the Polish Financial Supervision Authority of the delay and its compliance with MAR provisions.

The scope covers a single acquisition transaction involving U.S. entities, with financial terms specified in USD and interest linked to LIBOR. The methodology is a regulatory compliance disclosure, referencing MAR articles and European Securities and Markets Authority guidance on delayed information release.

The report discloses a delayed confidential disclosure concerning the creation of a subsidiary, People Can Fly Chicago, LLC (PCF Chicago), under PCF Group S.A. The disclosure follows the acquisition of the Phosphor Games development team on 23 April 2021. The subsidiary was formed under Delaware law on 6 April 2021, as part of a letter‑of‑intent transaction with Phosphor Studios and Phosphor Games, intended to facilitate the acquisition of the development team. The report explains that the creation of PCF Chicago does not guarantee the successful acquisition of the team, and that the subsidiary’s establishment was an intermediate step in a broader strategy.

The delay in public disclosure, justified under Article 17(4) of the EU Market Abuse Regulation (MAR), was deemed necessary to protect the company’s legitimate interests. The board argued that premature release could have exposed ongoing negotiations, potentially harming deal terms and the company’s market value. Confidentiality was maintained through a monitored list of individuals with access, in compliance with Article 18 MAR. Upon publication, the company will notify the Polish Financial Supervision Authority of the delay and its justification.

The document covers a single corporate action within Poland’s PCF Group, involving entities in the United States and Delaware. It is a regulatory filing dated 23 April 2021, reflecting the company’s compliance with EU market‑abuse rules and its strategic acquisition activities in the gaming sector.

The report discloses that PCF Group S.A. entered into a letter of intent on 11 March 2021 to acquire 100 % of Game On Creative, Inc., a Montreal‑based studio, and to launch a Series D share offering. The transaction terms set the purchase price at eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working‑capital thresholds and leakage. Upon acquisition, PCF plans an extraordinary general meeting to raise its share capital and offer Series D shares to the SG Trust, with a 15 % exemption from lock‑up and an earn‑out clause of 5 % EBITDA for years 2021–2025. Samuel Girardin, the Game On partner, will assume a dual role as Studio Head of People Can Fly Canada and President of Game On. The letter also outlines a legal and financial due‑diligence review, a potential call option for the SG Trust if capital increases are not registered by 31 December 2021, and a lock‑up period for the remaining Series D shares.

The disclosure was delayed until 27 April 2021 in accordance with EU Regulation 596/2014 (MAR) and the Polish Securities Authority guidelines, citing risks that early publication could harm negotiation dynamics or mislead investors. The report explains the confidentiality measures taken and states that the letter of intent does not guarantee completion of the acquisition. The information covers a single Canadian entity, pertains to a 2021 transaction timeline, and involves PCF Group’s Polish‑listed shares. No survey or external data sources are referenced; the methodology is limited to internal board deliberations and regulatory compliance.

PCF Group S.A. completed a strategic acquisition of Game On Creative, Inc., a Montreal‑based animation and audio studio that supplies high‑end cinematics for major gaming titles, including the recent Outriders release. The transaction, finalized on 27 April 2021, involved a trust and its beneficiary Samuel Girardin. PCF paid PLN 29 369 385,59 for 100 % of Game On’s equity, with a potential earn‑out of 5 % of EBITDA for the fiscal years 2021‑2025 if predefined thresholds are surpassed.

To secure the purchase price, PCF agreed to issue 387 714 Series D ordinary bearer shares—approximately 1.29 % of its capital—at PLN 75,75 each in a private placement exclusively offered to the seller. The Series D shares are subject to a lock‑up covering 85 % of the issue, with staggered release dates through April 2023 and December 2024. A conditional call option from Sebastian Wojciechowski allows the seller to reacquire shares at the issue price if the capital increase is not registered on time, with a 30 % pre‑payment provision before lock‑up expiry.

The agreement includes standard representations, warranties, and a pledge covering roughly 30 % of the Series D shares to secure potential claims. Non‑competition clauses bind both seller and beneficiary, while Samuel Girardin will assume leadership roles within People Can Fly Canada, Inc., reinforcing PCF’s AAA development capabilities. The deal aligns with PCF’s strategy to enhance animation and audio production for simultaneous multi‑project development.

The report details the completion of a Series B share subscription and partial sale of Series A shares by PCF Group S.A. The primary objective is to disclose the costs incurred during the Series B subscription, supplementing earlier information released in report No. 6/2020. Total emission costs amounted to 6,327 thousand PLN, broken down into preparation and execution of the offer (4,180 k), prospectus drafting and advisory services (2,071 k), and promotional expenses (76 k). No sub‑emitter fees applied.

Accounting treatment of these costs is outlined: in 2020, 2,235 k PLN were recorded, with 1,067 k PLN treated as inter‑period cost adjustments reducing the capital reserve from excess issue value over par, and 1,168 k PLN expensed operationally. In 2021, 4,092 k PLN were recorded similarly, with 2,052 k PLN reducing the capital reserve and 2,040 k PLN expensed.

The average cost per security issued or sold was calculated at 1.53 PLN. The report covers the Polish market, focusing on PCF Group’s public offerings during 2020–2021. No survey or external data sources are cited; the methodology relies on internal financial records and regulatory reporting requirements under Polish finance ministry regulations. The concise disclosure fulfills legal obligations for ongoing information to investors and regulators, providing transparency on the financial impact of the share issuance activities.

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.

The document records the supervisory board’s approvals of several proposals presented at PCF Group S.A.’s extraordinary general meeting on 24 May 2021. The board, acting under its bylaws and the company’s articles, issued a series of resolutions (Nos. 4/2021 to 7/2021) that endorse the draft motions submitted by management. Each resolution confirms a positive opinion on specific items: adoption of the meeting agenda, a capital increase through issuance of Series D ordinary shares, removal of existing shareholders’ rights to subscribe for all Series D shares, application for listing and dematerialisation of Series D on the Warsaw Stock Exchange, and amendments to the company’s articles enabling further capital increases within a target capital framework with optional exclusion of subscription rights for current shareholders. The resolutions reference the company’s 16/2021 interim report, which served as an attachment to each motion. All approvals take effect immediately upon adoption. The scope is limited to PCF Group S.A., a Warsaw‑based listed entity, and concerns corporate governance and capital structure changes for the fiscal year 2021. No survey or external data sources are cited; the methodology consists of board review and formal endorsement under Polish corporate law.

The report presents the PCF Group S.A. board’s recommendation for distributing 2020 net profit, amounting to PLN 29,095,746.74. The board proposes allocating PLN 5,616,877.28—equivalent to a dividend of PLN 0.19 per share—to shareholders and retaining PLN 23,478,869.46 as a reserve for the company’s capital. Dividend payment is scheduled for 8 July 2021, with the record date set for 30 June 2021. The recommendation aligns with the company’s established dividend policy, targeting a payout ratio of approximately 19.3 % of net profit.

The recommendation follows legal requirements under EU Regulation 596/2014 and related directives, ensuring compliance with market abuse provisions. The board’s proposal will be reviewed by the supervisory board and presented to the ordinary general meeting, in accordance with the company’s articles of association and Polish commercial law provisions.

This communication is limited to PCF Group S.A., a Warsaw‑based entity, and concerns the fiscal year 2020 only. No additional data sources or survey methodologies are disclosed, as the recommendation is based on the company’s audited financial statements for that year.

The report announces that on 31 May 2021 the board of PCF Group S.A. entered into an agreement to acquire 387,714 ordinary shares of Series D from Fiducie Familiale Samuel Girardin 2020, a trust based in Montreal. The transaction was executed pursuant to the company’s extraordinary general meeting resolution dated 24 May 2021 and follows earlier interim reports issued on 27 April, 4 May, and 24 May 2021. The purchase price was set at PLN 75.75 per share, resulting in a total consideration of PLN 29,369,335.50 (twenty‑nine million three hundred sixty‑nine thousand three hundred thirty‑five zlotys and fifty groszy). The shares were acquired at the issue price, confirming that the company has fully subscribed the offering. The report states that a separate communication will be issued once the issuance process is complete, providing further details on the finalization of the Series D share offering. The information is provided under EU Regulation 596/2014 on market abuse, ensuring compliance with disclosure obligations for significant share transactions. The report covers the Polish jurisdiction and pertains specifically to PCF Group S.A.’s equity issuance activities within the stated period.

The resolution of the Board of PCF Group S.A., dated 26 May 2021, proposes a specific allocation of the company’s net profit for the fiscal year 2020. The total after‑tax earnings amount to PLN 29,095,746.74. The Board recommends that PLN 5,616,877.28 be distributed to shareholders as a dividend of PLN 0.19 per share, while the remaining PLN 23,478,869.46 should be transferred to the company’s reserve capital.

The resolution further requests that the ordinary general meeting set the dividend record date for 30 June 2021 and the payment date for 8 July 2021. It also instructs the supervisory board to evaluate the proposed profit distribution in accordance with the company’s statutes and to present its assessment to the general meeting, as required by Polish corporate law.

The document is limited in scope to PCF Group S.A., a Warsaw‑based entity, and concerns only the 2020 financial year. No external data sources or survey methodology are cited; the figures derive from the company’s annual financial statements. The resolution is effective immediately upon adoption, ensuring that the proposed dividend and reserve allocations are implemented without delay.