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Resolution No. 03/02/2023 of the Extraordinary General Meeting of 11 bit studios S.A.

These resolutions, adopted during the Extraordinary General Meeting of 11 bit studios S.A. on February 9, 2023, formalize several significant amendments to the company’s articles of association. The primary purpose of these changes is to refine the legal and operational framework governing the company’s business activities, the tenure of its leadership, and the specific oversight powers of the Supervisory Board. The scope of these updates covers corporate governance structures and administrative protocols for this Warsaw-based game developer and publisher. Key findings include a technical update to the company’s business classification, shifting the definition of its entertainment and recreational activities to a more specific regulatory code. Significant changes were also made to the calculation of leadership terms; the three-year mandates for both the Supervisory Board and the Management Board are now explicitly calculated in full fiscal years. Furthermore, the Supervisory Board’s authority was clarified regarding the acquisition of shares in other business entities, transitioning from a general involvement to a specific requirement for the Board to grant formal consent for such transactions. The resolutions also introduce new procedural rules for the Supervisory Board, including the formalization of leadership roles for the Chairperson and Vice-Chairperson, specific notice periods for meetings, and the ability to vote on matters not originally included in a meeting’s agenda. A notable addition is the provision allowing the Supervisory Board to hire external advisors for audits or analyses at the company’s expense, provided the total annual cost does not exceed 50% of the Board’s total remuneration from the previous year. Finally, the amendments modify information-sharing obligations between the Management and Supervisory Boards, opting for a customized reporting structure over certain default provisions of the Polish Commercial Companies Code. These changes take immediate effect upon adoption, pending formal entry into the National Court Register.

mergers-acquisitions game-publishing europe

11 bit studiosFeb 2023

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

Raport Bieżący Nr 3/2023: Zakończenie Budowy Księgi Popytu na Akcje Movie Games S.A.

PlayWay S.A. announced the successful completion of the book-building process for the sale of its entire stake in Movie Games S.A. on January 25, 2023. This transaction involved the disposal of 860,152 dematerialized shares, representing 33.43% of the total voting rights and share capital of Movie Games S.A. The sale price was established at 23.00 PLN per share, with the formal execution of the transaction scheduled for January 26, 2023. The scope of this divestment is significant as it results in PlayWay S.A. holding no remaining shares in Movie Games S.A. following the final settlement. Movie Games S.A. is a developer and publisher listed on the regulated market of the Warsaw Stock Exchange. This move indicates a strategic exit by PlayWay from its position in this specific subsidiary or partner entity within the Polish gaming sector. The process was conducted under the legal framework of the Market Abuse Regulation (MAR) regarding inside information. The transaction was targeted at investors within Poland, as the report explicitly notes that the shares were not registered for sale in international jurisdictions such as the United States, Australia, Canada, Japan, or South Africa. The announcement serves as a formal regulatory disclosure to the Polish Financial Supervision Authority and the public market, confirming the pricing and volume of the accelerated book-building process.

mergers-acquisitions investment game-publishing+1

PlayWayJan 2023

Financial

Thunderful Group Annual Report 2023

Thunderful Group’s 2023 fiscal year was defined by a significant strategic pivot and financial restructuring aimed at addressing historical over-investment and stabilizing a volatile balance sheet. The Group reported net sales of SEK 2.8 billion, a 4.6% year-over-year decline, and swung to a substantial operating loss of SEK 609.3 million. This downturn was primarily driven by SEK 838.9 million in depreciation, amortization, and impairments—most notably a SEK 500.4 million goodwill impairment within the Games segment. In response, leadership initiated a major restructuring program to divest its legacy distribution businesses, including Bergsala and Amo Toys, for SEK 630 million to amortize debt and focus exclusively on high-potential "AA" game development. The geographic and operational scope of the Group remains centered in the Nordics, with a consolidated structure of 30 companies. While the Distribution segment, anchored by a long-standing partnership with Nintendo, contributed SEK 2.4 billion in net sales, the Group’s future thesis rests on the Games segment. This division released 15 titles in 2023, including SteamWorld Build, and maintains a pipeline of 29 projects. To ensure long-term viability, the Group implemented a rigorous "Go-ahead" approval process and a restructuring plan targeting annual cost savings of SEK 90–110 million. Sustainability and governance remained core priorities during this transition. The Group expanded its workforce to 519 employees, maintained a 26.5% female workforce, and integrated ESG metrics across its logistics and development cycles. Despite a 64.5% decline in share price and the expiration of unexercised incentive programs, the Group secured necessary bank waivers and maintained a positive cash flow from operating activities of SEK 315.4 million. Moving forward, the Group aims for 25% annual organic growth in its Games segment, supported by a centralized leadership team under CEO Martin Walfisz.

sweden game-publishing investment+1

ThunderfulJan 2023

Legal

Resolution No. 1 of the Extraordinary General Meeting of PlayWay S.A. (13 Dec 2022)

The Extraordinary General Meeting of PlayWay S.A., held on December 13, 2022, in Warsaw, resulted in the adoption of seven key resolutions focused on corporate governance and leadership expansion. The primary purpose of the meeting was to formalize changes to the company’s Management Board structure and appoint new executive leadership. All resolutions were passed with unanimous support from the shareholders present, representing 2,834,023 shares or 42.94% of the company’s total share capital. The meeting established a new composition for the Management Board, increasing its size to three members, consisting of one President and two Vice-Presidents. Following this structural change, Andrzej Włodzimierz Dudek was formally appointed to the position of Vice-President. The assembly also defined the financial terms of this appointment, setting a monthly net salary of 7,000.00 PLN for the new Vice-President, supplemented by provisions for travel expense reimbursement and civil liability insurance for management personnel. Procedural actions were also finalized to ensure the meeting's legal compliance under the Polish Commercial Companies Code. These included the election of Krzysztof Kostowski as Chairman of the meeting and the appointment of Dominika Mazur and Anna Wróbel to the Scrutiny Committee. The voting data confirms a high level of shareholder alignment, as every resolution received zero "against" or "abstaining" votes. These decisions mark a strategic adjustment to PlayWay’s executive oversight during the late 2022 period.

mergers-acquisitions game-publishing poland

PlayWayDec 2022

Legal

Resolution No. 01/12/2022 of the Extraordinary General Meeting

These corporate resolutions document the proceedings of the Extraordinary General Meeting of 11 bit studios S.A., held in Warsaw on December 6, 2022. The primary purpose of the meeting was to elect leadership for the assembly, formalize the agenda, and vote on significant structural amendments to the company’s statutes. The meeting involved shareholders representing 994,359 shares, accounting for 41.80% of the total share capital. Participation was facilitated through both physical attendance and electronic communication means in accordance with the Polish Commercial Companies Code and COVID-19 related health regulations. The assembly successfully passed the first two resolutions. Przemysław Piotr Marszał was elected Chairman of the General Meeting by a unanimous secret ballot. Subsequently, the shareholders unanimously approved the six-point agenda, which included opening the meeting, electing the chairman, verifying the legality of the assembly, and addressing proposed changes to the company statutes. The third resolution, which proposed extensive amendments to the company’s statutes, failed to pass. Although it received 739,311 votes in favor (approximately 74.35% of the votes cast), it fell short of the three-quarters majority required by Article 415 § 1 of the Commercial Companies Code. The rejected amendments sought to redefine the company’s business classification, clarify that Supervisory Board and Management Board terms are calculated in full financial years, and grant the Supervisory Board the authority to hire external advisors at the company's expense. The proposal also included provisions to limit certain information obligations of the Management Board toward the Supervisory Board, replacing them with a requirement to provide aggregated data on financial and operational status. Because this resolution was not adopted, the existing statutes remained unchanged.

mergers-acquisitions game-publishing europe+1

11 bit studiosDec 2022

Legal

Raport bieżący ESPI nr 1 8/2022

The Extraordinary General Meeting of PlayWay S.A., held on December 13, 2022, resulted in the successful adoption of all proposed resolutions concerning the company’s corporate governance and operational framework. The proceedings adhered strictly to the planned agenda, with no items being withdrawn from consideration and no formal objections raised by shareholders for inclusion in the minutes. This meeting reflects the administrative and legal compliance of one of Poland’s leading game developers and publishers, operating within the regulatory environment of the Warsaw Stock Exchange. The voting process demonstrated a high level of shareholder consensus, as every resolution submitted for a vote was passed. The documentation confirms the legitimacy of these decisions by recording the specific number of shares from which valid votes were cast, the percentage of share capital represented, and the exact distribution of votes categorized as for, against, or abstaining. This transparency ensures that the company meets its legal obligations under the Act on Public Offering and the Regulation of the Minister of Finance regarding periodic information provided by securities issuers. While the specific strategic content of each resolution is handled as an attachment to the formal announcement, the primary outcome is the confirmation of stable corporate oversight and the formalization of shareholder-approved mandates. The meeting serves as a critical point in PlayWay’s 2022 fiscal timeline, ensuring that the executive board has the necessary legal backing to proceed with its corporate strategy. The governance activities described are centered on the Polish market and apply to the entirety of PlayWay’s extensive group of development studios and intellectual property holdings.

investment game-publishing poland

PlayWayDec 2022

Legal

Raport Bieżący ESPI Nr 1 9/2022

This regulatory disclosure details the shareholder structure and voting power distribution during the Extraordinary General Meeting of PlayWay S.A. held on December 13, 2022. The primary objective of the filing is to fulfill statutory transparency requirements regarding significant voting blocks present at a specific corporate assembly. The scope is limited to the Polish gaming sector, specifically focusing on the internal governance and ownership concentration of one of the country’s most prominent game developers and publishers at the end of the 2022 fiscal year. The data reveals a high level of ownership concentration centered on the company’s leadership. Krzysztof Kostowski, serving as the President of the Management Board, was the sole shareholder holding at least 5% of the votes at the meeting. He controlled 2,700,000 votes, which represented a dominant 95.27% of the voting power present at the Extraordinary General Meeting. This figure corresponds to 40.91% of the total aggregate number of votes within the entire company. The methodology for this disclosure follows the legal framework established by the Act on Public Offering, which mandates the publication of lists of shareholders with significant influence during general meetings. The findings underscore a centralized decision-making structure where the founder and executive leadership maintain substantial control over corporate resolutions. This snapshot provides critical insight into the governance dynamics of the Polish stock exchange-listed gaming entity, highlighting that the majority of participating voting power was held by a single internal stakeholder during this specific session.

investment game-publishing poland

PlayWayDec 2022

Presentation

Results Presentation: First Nine Months 2022

This analysis outlines the financial and operational performance of PCF Group S.A. (People Can Fly) for the first nine months of 2022. The primary thesis centers on the company’s strategic transition toward a self-publishing model and the expansion of its global production capabilities, despite facing financial headwinds due to the termination of a major development agreement with Take-Two Interactive. Financial data indicates a year-over-year decline in key metrics. Revenue for the first nine months of 2022 reached 130.9 million PLN, compared to 131.8 million PLN in the same period of 2021. EBITDA fell from 54.9 million PLN to 40.3 million PLN, while net profit decreased from 46.4 million PLN to 42.1 million PLN. These declines are attributed largely to the conclusion of the Take-Two partnership. However, the balance sheet shows a significant increase in development work in progress, rising from 25.9 million PLN at the end of 2021 to 95.7 million PLN by September 30, 2022. This shift reflects higher internal resource allocation toward self-published titles. The geographic and operational scope covers nine locations across Europe and North America, including studios in Warsaw, New York, and Montreal. The workforce grew substantially from 425 employees in September 2021 to 614 by September 2022. The group’s portfolio currently consists of seven projects, including major IPs such as Gemini, Dagger, and Bifrost, alongside VR titles like Thunder and Red. Four of these projects are in the pre-production phase. Methodologically, the findings are based on consolidated financial results and internal management reporting. The data highlights a pivot from purely work-for-hire contracts to a hybrid model emphasizing intellectual property ownership and independent publishing, supported by a growing international team and the integration of specialized studios like Incuvo for VR development.

investment game-publishing mergers-acquisitions+1

PCF GroupNov 2022

Legal

Ogłoszenie o zwołaniu Nadzwyczajnego Walnego Zgromadzenia PlayWay S.A.

The management board of PlayWay S.A., a prominent Polish game developer and publisher, formally convened an Extraordinary General Meeting scheduled for December 13, 2022, in Warsaw. This corporate action, initiated under the Polish Commercial Companies Code, serves as a critical governance event for the publicly traded entity. The assembly was organized to address specific organizational changes and strategic leadership adjustments within the company’s executive structure. A primary objective of this meeting involves the formal appointment of a new member to the management board, specifically designated for the role of Vice President. This leadership transition is accompanied by the presentation of the candidate’s professional biography and the introduction of draft resolutions necessary for the appointment process. The scope of the meeting is strictly defined by a proposed agenda that includes procedural requirements for validating the assembly and voting on the proposed executive changes. The announcement adheres to the regulatory transparency requirements for issuers of securities on the Polish market, specifically following the guidelines set by the Ministry of Finance regarding current and periodic information. By providing the legal basis and logistical details for the gathering, the leadership ensures that shareholders are informed of their participation rights and the specific timeline for corporate decision-making. This administrative step is essential for maintaining the legal continuity and operational oversight of the company as it manages its extensive portfolio of development studios and gaming titles.

investment game-publishing poland

PlayWayNov 2022

Financial

Summary of Main Supplementary Explanations Questions and Answers at the FY2023 First Quarter GREE Results Briefing

The financial performance for the first quarter of fiscal year 2023 reflects a period of stabilization and strategic reinvestment across key business segments. The game business experienced a typical seasonal slowdown following the fourth-quarter peak, yet maintained a solid foundation through the sustained success of Heaven Burns Red. This title has established a stable user base, and its high level of visual expressiveness and multifaceted marketing approach now serve as the internal benchmark for future development and operational strategies. Management anticipates a recovery in momentum toward the end of the calendar year, driven by planned anniversary events and new content releases. The metaverse business has reached a significant financial milestone by achieving breakeven status. Current efforts are focused on expanding the user base for the REALITY platform, with profits being systematically reinvested into promotional activities to secure long-term growth. In contrast, the outlook for the investment and incubation business remains cautious due to volatile market conditions. While some distributions from investment exits are expected, there is a recognized risk of quarterly losses if these distributions fail to offset operational costs, leading to a conservative earnings forecast for this segment in the near term. Projected operating income for the internet and entertainment business in the second quarter is estimated to fall between 1.0 billion and 1.5 billion yen. This guidance accounts for the ongoing transition of the game portfolio and the deliberate reinvestment strategy within the metaverse sector. Overall, the strategy emphasizes leveraging the technical and operational know-how gained from recent hits to ensure the scalability of upcoming titles while maintaining a disciplined approach to emerging business segments and venture investments.

market-analysis game-publishing monetization+2

GREENov 2022

Financial

First Half 2022/23 Sales

NACON reported consolidated sales of 77.5 million euros for the first half of the 2022-2023 fiscal year, representing a 6.2% increase compared to the previous year. This growth was driven primarily by a robust performance in the video game publishing segment, which saw a 72.3% increase in revenue to 47.0 million euros. Within this segment, new catalogue titles surged by 130%, supported by releases such as Steelrising and Session Skate Sim, while the back catalogue grew by 33%. These gains helped offset a significant downturn in the accessories division, where sales fell 34.7% to 28.6 million euros due to a high base effect in the United States and a general decline in the global gaming headset market. The financial outlook for the remainder of the fiscal year is characterized by a downward revision of annual targets. While the company previously anticipated sales exceeding 250 million euros and operating income over 50 million euros, it now acknowledges these goals are unattainable. This shift is attributed to lower-than-expected catalogue sales, the postponement of major titles like The Lord of the Rings: Gollum to 2023, and ongoing supply chain tensions regarding new console hardware. Despite these challenges, NACON expects year-over-year growth in both sales and operating income compared to the prior fiscal year. Looking ahead to the second half of the year and into the 2023-2024 period, the strategy focuses on a dense release schedule including WRC Generations, Blood Bowl 3, and Transport Fever 2 Console Edition. The company maintains a positive medium-term outlook, anticipating that the expansion of its back catalogue and a diversified publishing lineup will accelerate growth and improve operating profitability. The data covers the six-month period ending September 30, 2022, reflecting the performance of NACON’s 16 development studios and its global distribution network across 100 countries.

market-analysis game-publishing france+1

NaconOct 2022

Legal

Raport bieżący nr 22/2022: Zawarcie porozumienia o rozwiązaniu umowy produkcyjno-wydawniczej z Take‑Two Interactive

The termination of the production and distribution agreement between PCF Group S.A., its subsidiary People Can Fly U.S., and Take-Two Interactive Software marks a significant shift in the development trajectory of the action RPG codenamed Project Dagger. Effective September 23, 2022, the parties formalized an Understanding of Termination regarding the original July 2020 contract, which had previously granted Take-Two exclusive rights to fund and publish the title. This move transitions the project from a third-party funded model to one where People Can Fly retains full intellectual property rights and control over future commercialization. The financial settlement dictates that People Can Fly is not required to immediately repay the development advances received during the production period. Instead, the developer is obligated to pay Take-Two a fixed sum of $20 million, contingent upon the game’s commercial release. The repayment structure varies based on the chosen distribution path: if the game is self-published, the amount will be paid through quarterly royalties until the $20 million threshold is met; if a new third-party publisher is secured, the sum must be paid in two equal installments within 12 months of the game's launch. Notably, if the project is never commercially released, no repayment is required. By declining to exercise its buyout option for the intellectual property, Take-Two has allowed all rights to revert to People Can Fly. This outcome enables the developer to pursue independent publishing or seek alternative partnerships for the North American-developed title. The agreement reflects a strategic pivot for the Polish-headquartered PCF Group, emphasizing their intent to maintain ownership of their creative assets while managing the financial liabilities associated with high-budget game development.

mergers-acquisitions game-publishing usa+1

PCF GroupOct 2022

Legal

Current Report No. 19/2022: Information on the Proposed Termination of Cooperation with Publisher Take‑Two

PCF Group S.A. announced the proposed termination of its production and publishing agreement with Take-Two Interactive Software regarding the development of Project Dagger. The termination, initiated by Take-Two in September 2022, marks the end of a partnership established in July 2020. While the parties had completed all milestones and payments for the first half of 2022, they failed to reach an agreement on a new work schedule for the next phase of development, leading to the decision to part ways. The proposed termination agreement includes favorable settlement terms for PCF Group, specifically regarding the repayment of development advances. The repayment amounts are structured to vary depending on whether the title is eventually released through a self-publishing model or with a new third-party publisher. Notably, Take-Two has declined to exercise its option to buy out the intellectual property rights, leaving PCF Group as the sole owner of the Project Dagger IP. This shift in the business relationship necessitates a change in accounting treatment. Expenditures on Project Dagger will now be recorded as development costs under International Accounting Standard 38, which is expected to significantly impact the Group’s financial results for the first half of 2022 and subsequent periods. PCF Group intends to continue development using its own resources, though it remains open to debt financing or securing a new publishing partner. Despite the termination, the company maintains its strategic goal of releasing at least one game annually starting in 2024, utilizing both self-publishing and traditional publisher-led models.

mergers-acquisitions game-publishing market-analysis+1

PCF GroupSept 2022

Financial

IGG Inc. 2022 Interim Report

IGG Inc. reported a challenging financial performance for the first half of 2022, characterized by a 23% year-on-year revenue decline to HK$2.49 billion and a shift from a HK$577 million profit in 2021 to a net loss of HK$172 million. This downturn was driven by global inflationary pressures, the Russia-Ukraine War, and the natural maturation of the company’s flagship title, *Lords Mobile*. Despite these headwinds, *Lords Mobile* remained the primary revenue driver, contributing approximately 80% of total turnover. While the group experienced a net cash outflow of HK$140 million, it maintained a stable liquidity position with HK$1.67 billion in cash and a reduced gearing ratio of 21.3%. The financial results were further impacted by high research and development costs and a HK$114 million loss from investment valuation fluctuations, including significant impairment losses on associates and joint ventures. To mitigate these losses, the company implemented cost optimization strategies that returned core gaming operations to profitability by the second quarter of 2022. Geographically, revenue remained globally diversified, with Asia and North America contributing 37% and 33%, respectively. The company also continued to invest in its future infrastructure, committing HK$515 million to the construction of a new office building in Fuzhou. Strategically, the group is focused on diversifying its portfolio with new titles such as *Mythic Heroes* and *Yeager: Hunter Legend*. To navigate Chinese regulatory restrictions on foreign ownership in the gaming sector, the company utilizes a "Structured Contracts" framework through domestic entities Fuzhou Tianmeng and Xinhan Liaokuo. While these entities represent a small fraction of total revenue (4.12%), they allow for the consolidation of Chinese operations. Corporate governance remained stable, though the company opted not to declare an interim dividend for the period, reflecting a cautious approach to capital management amidst the ongoing market volatility.

investment market-analysis mobile+2

IGGAug 2022

Financial

25.8% Sales Growth in Q1 2022-2023 (42.4 M€): Confirmation of FY 2022-23 Targets

Nacon achieved significant revenue growth during the first quarter of the 2022-2023 fiscal year, reporting sales of 42.4 million euros. This represents a 25.8% increase compared to the same period in the previous year, driven primarily by a surge in the video game publishing segment. While the company experienced a contraction in its hardware division, the overall financial performance remains aligned with long-term strategic goals, leading to the confirmation of full-year targets including sales exceeding 250 million euros and current operating income surpassing 50 million euros. The video game segment served as the primary growth engine, with sales rising 126.2% to 27.6 million euros. This performance was bolstered by successful new releases such as Vampire: The Masquerade - Swansong and annual sports franchises, alongside a 38.7% increase in back-catalogue revenue. The integration of Daedalic Entertainment and expanded platform distribution deals significantly enhanced the value of older titles. Conversely, the accessories division saw a 31.8% decline in sales to 14.0 million euros. This downturn is attributed to a high year-over-year comparison base, ongoing global console shortages, and inventory adjustments within retail distribution networks, though the company noted market share gains in the United States headset market. Looking ahead to the remainder of the fiscal year, the outlook remains positive despite the rescheduling of high-profile titles like The Lord of the Rings: Gollum to the second half of the year. The upcoming pipeline includes several key releases intended to maintain momentum. Headquartered in France and operating globally with over 900 employees, Nacon continues to leverage synergies between its 16 development studios and its premium peripheral business to solidify its position in the AA gaming market.

market-analysis market-forecast game-publishing+1

NaconJul 2022

Legal

Current Report No. 14/2022

The ownership structure of PCF Group S.A., the parent company of the People Can Fly development studio, remains concentrated among its core leadership and founders as of the Ordinary General Meeting held on June 28, 2022. Sebastian Wojciechowski maintains a dominant position in the company’s governance, holding 14,969,480 votes. This stake represents 49.98% of the total voting rights in the company and accounted for a significant 67.64% majority of the votes present at the specific meeting. The remaining major voting blocks are held by three other key individuals, each controlling between 6% and 9% of the total voting power. Bartosz Kmita holds 2,579,910 votes, representing 8.61% of the total and 11.66% of the votes at the assembly. Krzysztof Dolaś and Bartosz Biełuszko hold nearly identical stakes, with Dolaś controlling 6.07% of total votes and Biełuszko controlling 6.04%. At the meeting, these holdings translated to 8.21% and 8.17% of the active votes, respectively. This disclosure, mandated by Polish public offering regulations, confirms that these four shareholders collectively represent the vast majority of the decision-making power within the Warsaw-based organization. The data reflects the internal distribution of influence at a fixed point in time during the 2022 fiscal year, highlighting a stable leadership-led equity structure where the CEO and key partners retain firm control over corporate resolutions and strategic direction.

investment market-analysis global+2

PCF GroupJun 2022

Legal

Current Report No. 15/2022

The Ordinary General Meeting of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, finalized the allocation of its net financial results for the 2021 fiscal year on June 28, 2022. Following a formal resolution, the company designated a total of 8,086,561.02 PLN from its post-tax profits to be distributed among its shareholders as a dividend. This decision reflects the company's financial performance during a period marked by the continued operation and expansion of its global development capabilities. The distribution equates to a dividend of 0.27 PLN per share, applicable to the 29,950,226 shares currently eligible for such payments. To facilitate this process, the governing body established July 8, 2022, as the official dividend date, which serves as the deadline for determining shareholder eligibility. The actual disbursement of funds to investors was scheduled for completion on August 3, 2022. This financial action adheres to the regulatory requirements set forth by the Polish Minister of Finance regarding current and periodic information provided by securities issuers. By opting for a direct profit distribution, the group demonstrates a commitment to shareholder returns following the 2021 fiscal cycle. The scope of this announcement is limited to the corporate financial activities of the Polish entity and its immediate obligations to its investor base regarding the specific earnings generated during the previous calendar year.

investment europe game-publishing+1

PCF GroupJun 2022

Legal

Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A.: 28 June 2022

The Ordinary General Meeting of PCF Group S.A., held on June 28, 2022, formalized the company’s financial and operational performance for the 2021 fiscal year. The group achieved a consolidated net profit of PLN 61.33 million, while the parent unit reported a net profit of PLN 41.75 million. Shareholders approved a dividend distribution of PLN 0.27 per share, totaling PLN 8.09 million, with the remaining PLN 33.67 million allocated to reserve capital to bolster the company’s financial stability. To further enhance shareholder value, the assembly authorized a share buyback program for up to 500,000 treasury shares over a five-year period, supported by a dedicated PLN 50 million reserve fund. Governance and leadership structures underwent significant updates during the meeting. Following the discharge of the Management and Supervisory Boards for their 2021 duties, the assembly reappointed key members to the Supervisory Board for a second term and updated the board’s internal regulations. These amendments modernize administrative procedures by shortening meeting notice periods to seven days and formalizing electronic communication as the primary method for notifications and voting. These changes aim to increase the agility of the board’s decision-making processes while ensuring that minutes and records are centrally managed by the legal department. The meeting also reinforced the company’s commitment to rigorous oversight and corporate governance. New regulations for the Supervisory Board and the Audit Committee emphasize professional diligence, independence, and the management of conflicts of interest. The Audit Committee must maintain at least three members, with a majority meeting statutory independence and professional competency requirements in accordance with the Act on Statutory Auditors. These structural refinements, alongside updated reporting requirements regarding diversity policies and internal controls, align the company’s governance framework with modern regulatory standards and best practices for publicly traded entities.

mergers-acquisitions investment game-publishing+2

PCF GroupJun 2022

Legal

Ogłoszenie Zarządu PCF Group Spółka Akcyjna o Zwołaniu Zwyczajnego Walnego Zgromadzenia

The Management Board of PCF Group S.A., a Warsaw-based game development studio, issued a formal notice to convene an Ordinary General Meeting of Shareholders on June 28, 2022. The primary purpose of the meeting is to review and approve the company’s financial performance for the fiscal year ending December 31, 2021, and to address several strategic corporate governance initiatives. The agenda includes the presentation and approval of the standalone and consolidated financial statements for 2021, the distribution of profits, and the granting of discharge to members of the Management and Supervisory Boards. Significant strategic items on the agenda involve authorizing the Management Board to acquire treasury shares, establishing a reserve capital for a share buyback program, and introducing a Long-Term Incentive Plan for key personnel. Furthermore, the meeting will address a conditional share capital increase through the issuance of Series E shares and Series C subscription warrants, involving the exclusion of existing shareholders' pre-emptive rights to facilitate these new issuances on the Warsaw Stock Exchange. The scope of the meeting covers the entirety of the PCF Group capital offshore and domestic operations for the 2021 period. At the time of the announcement, the company’s share capital was 599,004.52 PLN, divided into 29,950,226 ordinary bearer shares, with each share entitling the holder to one vote. The registration date for participation was set for June 12, 2022. While the company confirmed that the proceedings would be broadcast online in Polish and English, it explicitly stated that electronic voting or remote active participation would not be permitted. The document outlines strict procedural requirements for shareholder identification, proxy representation, and the submission of draft resolutions, adhering to the Polish Commercial Companies Code.

investment mergers-acquisitions game-publishing+2

PCF GroupJun 2022