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Raport Bieżący Nr 40/2021

On August 29, 2021, PCF Group S.A. entered into a strategic investment agreement with London-based Square Enix Limited regarding the issuance of subscription warrants. This agreement formalizes a long-term partnership and financial structure where the publisher can acquire equity in the Polish game developer based on specific commercial milestones. The arrangement is tied to revenue generated from existing production and publishing agreements for titles such as Outriders and Project Gemini, as well as potential future projects. The investment framework utilizes a series of subscription warrants that can be converted into Series C ordinary shares. The mechanism is structured around six settlement periods spanning from January 1, 2020, to September 30, 2024. Each settlement period is triggered when PCF Group’s revenue from Square Enix reaches a threshold of 45 million PLN. For every completed period, the developer must offer a tranche of warrants valued at 4.5 million PLN, with the share price fixed at 50 PLN—matching the price offered to institutional investors during the company’s 2020 initial public offering. At the time of the agreement, PCF Group had already exceeded 90 million PLN in relevant revenue, immediately entitling Square Enix to two tranches of warrants. The maximum number of shares issuable under this agreement is 1,555,922, which represents approximately 1.8% of the company’s share capital. Square Enix may first exercise its right to acquire shares after the fourth tranche is issued or starting January 1, 2025, if the revenue targets are not fully met. All conversion rights must be exercised by the end of 2025. This agreement concludes negotiations initiated in July 2020 and serves to deepen the corporate ties between the developer and its primary publishing partner.