Mergers & Acquisitions
Report
Current Report No. 48/2021: Acquisition of Incuvo S.A. Shares
PCF Group S.A., headquartered in Warsaw, completed the acquisition of 7,143,900 shares of Incuvo S.A. on 13 December 2021, representing 50.01 % of Incuvo’s share capital and voting rights. The transaction was executed under EU market‑abuse regulation, with the purchase price set at PLN 19,995,776.00 and an additional payment clause that may add up to PLN 11,595,725.00 based on the profitability of Incuvo’s VR title “Green Hell VR” and its Metacritic rating during a specified reference period. Incuvo specializes in virtual‑reality game development and porting third‑party titles to VR platforms. The agreement includes customary representations, warranties, non‑competition restrictions for twelve months post‑closing, and liability provisions. Concurrently, PCF entered into transfer agreements with Incuvo’s shareholders Andrzej Wychowń and Radomir Kucharski, imposing sale restrictions on their shares and mandating continued board participation while prohibiting competitive activities until 31 December 2024. This acquisition aligns with PCF Group’s strategic expansion into video‑game production, aiming to strengthen the group’s capabilities in emerging sectors. The transaction covers Poland and involves the NewConnect market of the Warsaw Stock Exchange, reflecting a focused geographic scope within the European VR gaming industry.
PCF Group
Report
Załącznik do Raportu bieżącego nr 21/2024Wzór pełnomocnictwa na NWZ
The provided text serves as the official proxy voting template for the Extraordinary General Meeting of PCF Group S.A., scheduled for November 13, 2024. The primary purpose of this instrument is to establish a formal legal framework allowing shareholders to appoint a representative to exercise their voting rights and participate in corporate governance proceedings on their behalf. By standardizing the authorization process, the company ensures that all proxy representations comply with regulatory requirements for shareholder participation in high-level corporate decision-making. The template facilitates both individual and institutional shareholder participation by providing distinct fields for personal identification, such as passport or national identity card details and PESEL numbers, as well as corporate registration data for legal entities. The scope of the authorization is comprehensive, granting the appointed proxy the authority to attend the meeting, cast votes associated with the shareholder’s equity stake, and perform all necessary ancillary actions, including the submission of statements, explanations, or formal motions required during the proceedings. This administrative document functions as a procedural requirement for the upcoming meeting, ensuring that the company maintains a transparent and legally binding record of shareholder representation. By defining the specific date and time of the meeting, the template serves as a critical tool for maintaining quorum and facilitating the orderly execution of the Extraordinary General Meeting. It reflects standard corporate governance practices within the Polish capital market, providing a structured mechanism for shareholders to delegate their voting power while maintaining clear accountability and legal clarity.
PCF Group
