Funding

The report details the completion of a private subscription for Series E ordinary shares issued by 11 bit studios S.A. following the board’s resolution on 22 June 2012 to increase share capital without existing shareholders’ subscription rights. The subscription commenced on the resolution date and concluded on 27 July 2012, with the board filing a capital declaration on 31 July 2012. Six private investors entered into purchase agreements between 25 and 26 July 2012, acquiring a total of 305,500 shares at an issue price of PLN 9.00 per share, generating proceeds of PLN 2,749,500.

The subscription involved no reduction in nominal value and did not include any sub‑subscription agreements. The total number of shares offered was 400,000, but only 305,500 were ultimately subscribed. Costs associated with the issuance amounted to PLN 42,386, broken down into preparation and execution of the offer (PLN 20,000), informational document drafting and advisory fees (PLN 20,500), notarial and treasury charges (PLN 1,886), with no sub‑subscription or promotion expenses. These costs were recorded as interim expenses and will be capitalised in accordance with Polish accounting regulations.

The report confirms that the Series E shares were issued privately, without a public allocation date, and outlines the legal basis for reporting under the Alternative Trading System regulations. The capital increase was fully executed within the stipulated period, and all financial and procedural details comply with applicable corporate law provisions.

INBJUDAN TILL TECKNING AV AKTIER I Notera att teckningsrätterna förväntas ha ett ekonomiskt värde. För att inte teckningsrätternas värde ska gå förlorat måste innehavaren antingen: • Utnyttja de erhållna teckningsrätterna och teckna nya aktier senast den 16 mars 2022, eller • Senast den 11 mars 2022 sälja de erhållna teckningsrätterna som inte avses utnyttjas för teckning av nya aktier.

The analysis outlines a strategic pivot toward cash‑flow optimization for the company, driven by recent shifts in the VR market and a need to secure additional financing. Revenue growth in 2024 reached PLN 190.4 million, largely supported by the launches of Project Maverick and Project Echo, as well as the January 2024 release of Bulletstorm VR. However, profitability suffered due to write‑offs of the Red and Bifrost projects and a decline in 2Q revenues linked to Gemini negotiations, resulting in an EBITDA of PLN 12.9 million and a net loss of PLN 175.3 million.

Operationally, the organization is trimming non‑essential spend and restructuring office space and team composition to reduce overhead. The workforce, which expanded from 612 employees in 2020 to 756 by the end of 2024, is being realigned with a focus on critical projects. The company has ceased further investment in VR development following the 2024 platform subsidy withdrawal, redirecting resources toward AAA and compact‑AAA titles.

Future initiatives include two new work‑from‑home projects with Sony Interactive Entertainment, the self‑publishing of Project Bison (the final VR title from PCF Group) slated for Q4 2025, and an early‑access release of Lost Rift in 2025. Krafton’s waiver of ROFO/ROFR rights for Bifrost and Victoria frees the company to seek external publishers. Scenario analysis is underway to identify additional funding sources, ensuring liquidity while maintaining a lean operational model across global studios in Warsaw, Montreal, Newcastle, Dublin, Katowice, and Rzeszów.

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.

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 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 report announces that on 3 August 2021 the National Securities Depository (KDPW) conditionally registered 387,714 bearer shares of Series D issued by PCF Group S.A., a Warsaw‑based company. Each share carries a nominal value of 0.02 PLN and is identified by the ISIN PLPCFGR00010. The registration is contingent upon the shares being listed on a regulated market, where other PCF Group shares under the same ISIN are already traded. The announcement follows § 17(1)(1) of the Minister of Finance Regulation dated 29 March 2018, which governs ongoing and periodic information disclosures by securities issuers. The company’s board confirms that the conditional registration will be communicated through a KDPW operational notice. This brief communication serves to inform market participants of the impending availability of Series D shares, subject to regulatory listing requirements, thereby ensuring transparency and compliance with Polish securities disclosure obligations.

The report announces the completion of a private subscription offering 387,714 ordinary shares of Series D by PCF Group S.A., a Warsaw‑based company. The subscription was directed solely to Fiducie Familiale Samuel Girardin 2020, a trust established in Montreal for Samuel Girardin and related parties. The transaction was authorized by the company’s Extraordinary General Meeting on 24 May 2021 and finalized with a subscription agreement dated 31 May 2021. Each Series D share carried a nominal value of PLN 0.02 and was issued at an emission price of PLN 75.75, resulting in a total subscription value of PLN 29,369,335.50.

The offering was conducted as a private placement under Polish company law (art. 431 §2(1) of the 2000 Companies Act), with no public solicitation or multiple tranches. Consequently, there were no subscription records, no allocation reductions, and the sole investor received all shares. The shares were paid for in cash; no sub‑emission arrangements or additional costs were disclosed at the time of reporting. Detailed cost breakdowns and average per‑share expenses are pending final invoicing and will be disclosed in a separate subsequent report. The transaction represents a capital increase for PCF Group, with the Series D shares intended to be listed on the Warsaw Stock Exchange and dematerialised in a securities depository, pending regulatory approval.

The report announces that on 10 February 2023 the board of PCF Group S.A., headquartered in Warsaw, approved a capital‑increase resolution. The increase will be executed through the issuance of new ordinary bearer shares, Series E, which will not grant existing shareholders a pre‑emptive right to purchase all new shares. The resolution also seeks approval for listing the new shares on the regulated market of the Warsaw Stock Exchange, dematerialisation of the shares, and a statutory amendment to incorporate the new share class. The decision follows earlier communication in report No. 2/2023, where the board disclosed plans to deepen PCF Group’s equity stake in its subsidiary Incuvo S.A., based in Katowice. The new capital injection is intended to support this strategic investment and enhance the group’s financial position.

Key points include: a targeted capital increase via Series E ordinary shares; denial of pre‑emptive rights to current shareholders; application for market listing and dematerialisation; statutory changes to the company’s articles. The resolution is governed by Polish financial regulation, specifically § 5(9) and § 14(1‑2) of the Minister of Finance regulation dated 29 March 2018. The report is a routine disclosure under the Polish regulatory framework, providing shareholders and market participants with timely information on significant corporate actions.

The report discloses that PCF Group S.A.’s board initiated negotiations on 19 March 2023 with Krafton, Inc. or its affiliated entity to acquire shares in a capital increase approved by an extraordinary general meeting on 28 February 2023. The proposed investment would grant Krafton a 10 % stake in the post‑issuance capital, and may include future collaboration on specific games. The board delayed public disclosure until 28 March to avoid adverse impacts on negotiation dynamics and potential market misinterpretation, citing MAR Regulation Article 17(4) and EU‑FCA guidance. The disclosure explains that the negotiations do not guarantee a completed transaction, and outlines risk factors such as uncertainty of deal completion and market reaction. The document is restricted to qualified investors within the EU‑EAA, UK, and certain US entities under Regulation S or Rule 144A; it contains no prospectus and is not a public offer. Methodologically, the report relies on internal board decisions and regulatory compliance checks; no external survey or statistical data are presented. The scope is limited to Poland, with implications for capital structure and potential strategic partnership in the gaming sector. The report concludes that any investment decisions must be based on independent research, as the information is not a recommendation or solicitation.

The document announces that Krafton, Inc. has entered into an investment agreement to acquire shares of PCF Group S.A. under a capital increase authorized by the extraordinary general meeting, allowing up to 5 853 941 new ordinary shares of series F at a nominal value of PLN 0.02 each. The agreement obligates Krafton to purchase shares representing 10 % of the company’s capital and voting rights at an issue price of PLN 40.20 per share, with the company guaranteeing allocation upon fulfillment of Krafton’s subscription commitment. The investment contract grants Krafton rights of first negotiation and first refusal on future projects such as Project Victoria or Project Bifrost if released outside a self‑publishing model, and includes anti‑dilution, tag‑along, and drag‑along provisions. Both parties have executed lock‑up agreements lasting until 28 March 2024 and standard representations, warranties, and indemnity clauses. The agreement is governed by Polish law, has a ten‑year term with automatic renewal provisions, and allows Krafton to terminate under specific circumstances such as cancellation of the offer or failure to meet subscription deadlines; no penalties are stipulated. The report, prepared under EU Regulation MAR, is strictly informational and restricted to qualified investors within the European Economic Area, excluding public distribution in jurisdictions such as the United States, Canada, Australia, Japan, and South Africa. It contains forward‑looking statements subject to risks and uncertainties, and disclaims any investment recommendation or guarantee.