Investment

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.

People Can Fly Group has updated its long-term strategic framework, maintaining core objectives while adjusting project timelines and financial targets for the 2024–2028 period. The company now plans to release its self-published project, Bison, in 2025, followed by early access launches for projects Bifrost and Victoria in 2026. To support these operations, the company aims to maintain a workforce of approximately 370 full-time equivalents for its work-for-hire segment through 2028.

The updated financial strategy targets at least 3.3 billion PLN in total revenue between 2024 and 2028, with a projected growth trajectory that scales from 5% of this total in 2025 to 33% by 2028. Management has suspended dividend recommendations until at least the 2026 fiscal year, contingent upon achieving positive financial results from self-publishing activities. Furthermore, the development of a previously proposed incentive program tied to 1.5 billion PLN in cumulative EBITDA has been paused pending the outcome of an ongoing strategic review.

Execution of these goals is strictly dependent on securing approximately 350 million PLN in new financing during 2025 and 2026. Should this funding not materialize, or if specific work-for-hire project conditions remain unmet, the company is evaluating alternative scenarios, including the potential transition of the Bifrost or Victoria projects into the work-for-hire model. These updates reflect a recalibration of the company’s operational roadmap as it navigates capital requirements and project development milestones.

PCF Group S.A. has formally increased the financial guarantee provided to the Bank of Montreal to support the operations of its Canadian subsidiary, People Can Fly Canada Inc. This adjustment, finalized on November 15, 2024, raises the unsecured guarantee from 9.2 million Canadian dollars to 13.154 million Canadian dollars. The action serves to align the company’s credit support with an expanded revolving credit facility intended to pre-finance future tax credits within the Canadian market.

The underlying credit facility, which functions as a demand revolving facility, has been increased from 8 million to 11.954 million Canadian dollars. This expansion necessitates a corresponding adjustment to the collateral structure previously established in May 2023. Consequently, the first-ranking hypothec over the movable property of People Can Fly Canada Inc. has been raised from 11.04 million to 15.7848 million Canadian dollars. These modifications ensure that the security interests held by the bank remain commensurate with the increased credit exposure.

The scope of these financial adjustments is limited to the Canadian operations of the PCF Group and the specific credit arrangements with the Bank of Montreal. All other material terms and conditions governing the original financing agreement remain unchanged, maintaining the existing framework for the company’s debt obligations and security protocols. This strategic increase in liquidity support reflects the company's ongoing efforts to manage cash flow effectively through the utilization of regional tax incentive programs.

PCF Group S.A. has officially rescheduled the publication date for its consolidated semi-annual report covering the first half of 2024. Originally slated for release on September 26, 2024, the disclosure is now set to occur on September 30, 2024. This adjustment serves as a formal update to the initial financial calendar established by the company in January 2024.

The scope of this reporting covers the financial performance and operational status of both the parent entity, PCF Group S.A., and its broader capital group. The decision to delay the release by four days aligns with regulatory requirements governing the disclosure of periodic information by issuers of securities. By providing this notice, the company ensures transparency regarding its corporate reporting timeline and maintains compliance with the legal framework established by the Polish Ministry of Finance.

This administrative update does not alter the underlying financial data or the scope of the upcoming report, which remains focused on the first six months of the 2024 fiscal year. The company continues to operate under the standard regulatory obligations for publicly traded entities, ensuring that stakeholders are informed of any deviations from previously announced schedules. The final publication on September 30 will provide the definitive assessment of the group's financial position for the specified period.

People Can Fly Group has officially concluded its strategic options review process, initiated in August 2024, without securing the necessary capital to sustain its current operational trajectory. The company failed to obtain approximately 350 million PLN in external financing, a sum deemed essential for maintaining the existing scale of its self-publishing game development projects. Consequently, the organization is unable to execute its previously established corporate strategy in its current form.

To address the resulting financial constraints and ensure liquidity, the management board is shifting its focus toward stabilizing cash flows. The primary objective is to align capital expenditures within the self-publishing segment with the revenue generated from the company’s work-for-hire production services. By balancing these two business segments, the firm aims to achieve a sustainable financial equilibrium.

This strategic pivot marks a significant contraction in the company's growth ambitions, moving away from aggressive self-funded expansion toward a more conservative, revenue-dependent model. The company has committed to providing further updates as it implements specific measures to restructure its operations and restore financial stability. Future disclosures will detail the concrete steps taken to align the group’s cost structure with its incoming cash flows from external development contracts.

The company has established its formal schedule for the disclosure of periodic financial reports throughout the 2025 fiscal year. This disclosure strategy aligns with regulatory requirements governing public entities, ensuring transparency for shareholders and market participants regarding the timing of financial performance updates. The primary focus of the reporting cycle centers on the publication of the semi-annual report for the first half of 2025, which will incorporate the condensed semi-annual financial statements as mandated by current financial reporting regulations.

Strategic adjustments to the reporting calendar include the decision to forgo the publication of individual and consolidated quarterly reports for the fourth quarter of 2024. Furthermore, the company will not issue consolidated quarterly reports for the second and fourth quarters of 2025. These omissions are executed in accordance with specific regulatory provisions that permit companies to opt out of certain interim reporting obligations, provided they meet the criteria for consolidated financial oversight.

This reporting framework applies exclusively to the company’s financial disclosures for the 2025 calendar year. By streamlining the frequency of its interim updates, the organization aims to optimize its administrative resources while maintaining compliance with the regulatory standards set forth by the relevant financial oversight authorities. The schedule reflects a deliberate approach to financial communication, prioritizing semi-annual reporting cycles over select quarterly intervals to satisfy statutory obligations while managing the scope of public financial disclosures.

PCF Group S.A. has officially suspended all development and publishing activities related to Project Victoria, a title previously slated for an early access release in 2026. This decision follows the conclusion of a strategic review and stems directly from the company’s inability to secure the necessary capital to fund the project’s continued production and self-publishing requirements. The suspension is indefinite, as the company continues to seek external financing options that could potentially facilitate a future resumption of the project.

The operational impact of this decision involves significant workforce restructuring within the dedicated development team. A portion of the staff will be placed on temporary layoff, a status that maintains the employment relationship for a legally defined period without the requirement for work or compensation, while the remainder of the team faces permanent redundancy. Furthermore, the established production and publishing schedule for the title has been formally abandoned.

From a financial perspective, the company has identified the suspension as a trigger for potential impairment of capitalized development costs. In accordance with International Accounting Standard 36, management will conduct formal impairment testing based on financial data as of December 31, 2024. The results of these tests will be incorporated into the company’s annual financial statements for 2024. Future decisions regarding the project, including the possibility of permanent cancellation or eventual reactivation, remain contingent upon the success of ongoing efforts to secure adequate funding.

PCF Group S.A. has officially announced a strategic shift away from the virtual reality (VR) gaming publishing sector. This decision follows a comprehensive internal analysis of the group’s current market position and broader industry trends. The primary catalyst for this withdrawal is a significant decline in investment from major VR platform holders, which has diminished the commercial viability and growth prospects of the VR segment. Consequently, the company will cease all business development and competency building related to VR publishing, effectively narrowing its operational focus.

The transition concludes with the finalization of Project Bison, the last VR title to be published by the company. Under revised terms with its subsidiary, Incuvo S.A., the final stages of Project Bison are scheduled for completion and release in the fourth quarter of 2025. Incuvo will contribute to the remaining production budget in exchange for a capped share of future revenues generated by the game. Following this release, the company will no longer commission Incuvo for new VR development projects.

Moving forward, the group will concentrate its resources exclusively on the production of AAA and compact-AAA video games for personal computers and consoles. This strategic realignment emphasizes a dual-track business model, encompassing both self-publishing initiatives and work-for-hire or co-development partnerships with external publishers. By exiting the VR market, the organization aims to streamline its operations and prioritize its core competencies in high-budget, traditional gaming platforms.

PCF Group S.A. has officially disclosed the commencement of negotiations with Sony Interactive Entertainment LLC regarding a Prototype Development Agreement for a new video game project, codenamed Project Delta. This disclosure follows the formal execution of the agreement on March 13, 2025. The partnership is structured under a work-for-hire model, wherein the developer will produce a prototype based on intellectual property owned by the publisher in exchange for milestone-based compensation.

The company initially delayed the public announcement of these negotiations on February 6, 2025, citing regulatory provisions under the Market Abuse Regulation. Management determined that immediate disclosure at that time posed a risk to the company’s legitimate interests, specifically regarding potential interference from competitors during the negotiation phase. Furthermore, the uncertainty surrounding the final outcome of the talks necessitated a delay to prevent market misinformation and potential volatility in the company’s valuation.

This strategic move aligns with the company’s broader corporate strategy, updated in early 2023, which prioritizes securing work-for-hire collaborations with reputable industry partners. While the agreement follows standard industry practices for prototype development, the company emphasizes that the initiation of these negotiations did not guarantee a successful final contract at the time of the initial decision. The company maintained strict confidentiality protocols throughout the delay period, including the active monitoring of insider lists to ensure regulatory compliance. Future updates regarding the finalization of the project will be provided in subsequent disclosures.

PCF Group S.A. has entered into a formal Prototype Development Agreement with Sony Interactive Entertainment LLC to collaborate on the creation of a new video game prototype, currently identified by the codename Project Delta. This partnership centers on the development of a title based on intellectual property owned by Sony, marking a strategic expansion of the developer’s portfolio within the global gaming market.

The collaboration follows a work-for-hire business model, wherein the developer provides professional production services in exchange for agreed-upon compensation. The project is structured around a series of defined milestones, with specific operational requirements and payment schedules outlined in the agreement’s technical annex. The terms of this arrangement align with standard industry practices for prototype development and do not deviate from typical contractual frameworks for similar high-profile collaborations.

This agreement serves as a direct implementation of the corporate strategy updated by the developer in early 2023. By securing this contract, the firm fulfills its stated objective of pursuing high-value partnerships with reputable industry leaders to diversify its revenue streams through commissioned development work. The project represents a significant step in leveraging the developer’s technical expertise to support the production goals of major international publishers, reinforcing its position as a reliable partner in the AAA gaming sector.

PCF Group S.A. has formalized an amendment to its existing investment agreement with Krafton Inc. and company CEO Sebastian Wojciechowski, effective April 23, 2025. This legal update modifies the strategic partnership established in March 2023, specifically altering the contractual obligations regarding the future commercialization of two internal development initiatives, Project Victoria and Project Bifrost.

The primary outcome of this amendment is the waiver of specific preferential rights previously granted to Krafton Inc. Under the original terms, the investor held a right of first negotiation and a right of first refusal concerning any third-party publishing agreements for these two projects. By relinquishing these rights, the company gains greater flexibility to pursue alternative publishing models, including potential partnerships outside of the self-publishing framework, without being bound by the investor’s prior veto or negotiation priority.

This adjustment applies exclusively to the governance and commercialization rights of the specified projects within the company’s current development pipeline. All other terms and conditions stipulated in the original 2023 investment agreement remain in full force and effect. This development reflects a strategic shift in the company’s operational autonomy regarding its intellectual property, allowing for broader market engagement as these projects progress toward potential release.

PCF Group S.A. has initiated significant asset impairment charges for the 2024 fiscal year, reflecting a strategic reassessment of its development portfolio and subsidiary investments. These non-cash adjustments, which do not impact the company’s EBITDA, are designed to align the balance sheet with current financial realities as of December 31, 2024. The primary driver for these actions is the need to account for diminished asset valuations and funding uncertainties identified during the preparation of the annual financial statements.

The most substantial impact stems from the Bifrost project, where a 100% impairment of capitalized development costs has been recorded. This decision follows an analysis indicating that the company cannot currently guarantee the necessary financing for the project’s continued production and eventual release. Consequently, the company will reduce its standalone financial results and fixed assets by 213,493 thousand PLN, and its consolidated results and assets by 154,964 thousand PLN. Despite this accounting measure, development work on Bifrost remains ongoing, and the company retains the possibility of reversing the impairment should future funding circumstances improve.

Additionally, the company has addressed its investment in the subsidiary Incuvo S.A. due to a significant decline in the fair value of its shareholding. This includes a 73% impairment of the investment value, reducing standalone assets by 18,893 thousand PLN, and a 100% impairment of the goodwill allocated to Incuvo, which lowers consolidated assets by 18,061 thousand PLN. While the investment impairment is potentially reversible, the goodwill write-down is permanent. These figures remain subject to final audit verification and may be adjusted before the publication of the official 2024 financial statements.