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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 details the acquisition of Phosphor Games’ development team by People Can Fly Chicago, LLC (PCF Chicago), a subsidiary of PCF Group S.A. The transaction occurred on 23 April 2021, with the new studio commencing operations on 1 May 2021. PCF Chicago secured an eighteen‑person team, including three founding members of Phosphor Games. Employment agreements were signed under PCF Group standards, incorporating a new bonus scheme, while confidentiality, non‑solicitation, and non‑compete clauses were enforced. Separation agreements terminated prior collaborations with Phosphor Games as of 30 April 2021.

Liability protection was achieved through a joint indemnity commitment by Phosphor Games’ founders, shielding PCF Chicago and related entities from third‑party claims linked to former activities, including employment and tax obligations. Additionally, PCF Chicago assumed the lease of Phosphor Games’ Chicago office to serve as its headquarters. Financing for the acquisition was sourced from a loan granted on 31 March 2021 by People Can Fly U.S., LLC, a wholly owned subsidiary of PCF Group.

The scope covers the United States, specifically Chicago and New York, within the video‑game development sector. The report reflects a corporate restructuring aimed at consolidating talent and assets under the PCF Group umbrella, enhancing operational efficiency and expanding its North American presence.

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.