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Information on the State of Application of Best Practices 2021
PCF Group SA maintains a selective approach to corporate governance, prioritizing operational agility and meritocratic hiring over standardized environmental, social, and governance (ESG) frameworks.
- PCF Group SA has begun applying principles 4.1 and 4.3 of the DPSN 2021 best practices.
- The company does not apply the principle of publishing financial results as quickly as possible after the reporting period, citing increasing scope of reports, audit procedures, and the complexity of its Capital Group as reasons.
- PCF Group SA does not apply a diversity policy for its management and supervisory boards, nor does it aim for a minimum 30% representation of minorities in these bodies, prioritizing qualifications and experience over other criteria.
Information on the State of Application of Good Practices 2021: 1/2023
PCF Group S.A. maintains a selective approach to corporate governance, prioritizing operational flexibility and industry-specific requirements over the universal adoption of standardized ESG and diversity frameworks.
- PCF Group SA has begun applying new good practices (3.3, 3.4, 3.6, 3.8, 3.10) and modified explanations for non-application or application of others (2.1, 3.1, 3.2, 3.5, 3.9) as of January 2023.
- The company does not apply the principle of publishing financial results as quickly as possible, stating that 2021 reports were published at the shortest possible times.
- PCF Group SA does not apply a diversity policy for its management and supervisory boards (2.1) and does not use diversity criteria in selecting board members (2.2), citing dynamic growth and the need for specific competencies.
Current Report No. 3/2020: Admission of Series A and B Shares to Trading
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.
- On 15 December 2020, the Warsaw Stock Exchange (GPW) authorized PCF Group S.A. to list its Series A and B shares on the primary market.
- The listing includes 2,062,512 ordinary bearer shares of Series A and 25,437,488 Series A shares subject to conversion.
- The authorization covers 2,062,512 ordinary bearer shares of Series B contingent on a capital increase and 2,062,512 rights to Series B shares.
Zakończenie subskrypcji akcji serii B oraz sprzedaży części akcji serii A w ofercie publicznej
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.
- PCF Group S.A. successfully completed a public offering of 2,062,512 new Series B shares and the sale of 2,062,512 existing Series A shares to facilitate its listing on the Warsaw Stock Exchange.
- The offering generated a subscription value of approximately 100.29 million PLN for new shares and a sale value of approximately 103.13 million PLN for existing shares.
- Shares were distributed across three tranches with varying prices: 46.00 PLN for individual investors, 41.40 PLN for employees, and 50.00 PLN for institutional investors.
Current Report No. 2/2021: Appointment of Supervisory Board Members
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.
- On 14 January 2021, PCF Group S.A. appointed Mikołaj Wojciechowski, Krzysztof Dolias, and Bartosz Biełuszko to its supervisory board.
- Mikołaj Wojciechowski has been designated as the chairman of the newly appointed supervisory board.
- The board members were elected based on the personal rights of entitled shareholders in accordance with Polish corporate statutes.
Current Report No. 20/2021: Conclusion of Series B Share Subscription and Partial Series A Sale
The report details the completion of a Series B share subscription and partial sale of Series A shares by PCF Group S.A.
- PCF Group S.A. incurred total costs of 6,327 thousand PLN for the Series B share subscription and partial Series A share sale conducted between 2020 and 2021.
- The total issuance costs comprised 4,180 thousand PLN for offer preparation and execution, 2,071 thousand PLN for prospectus and advisory services, and 76 thousand PLN for promotional expenses.
- The average cost per security issued or sold during the offering process was 1.53 PLN.
Resolutions of the Extraordinary General Meeting: PCF Group S.A.
The extraordinary general meeting of PCF Group S.A., held on 24 May 2021, approved a series of corporate actions aimed at expanding the company’s capital structure and strategic capabilities.
- PCF Group S.A. issued 387,714 new Series D shares at PLN 75.75 per share to acquire the Montreal-based animation studio Game On Creative Inc.
- The capital increase raised the company’s paid-up capital from PLN 591,250.24 to PLN 599,004.52.
- The new shares were issued via private subscription exclusively to Fiducie Familiale Samuel Girardin 2020 and are subject to a lock-up period ending in December 2024.
Current Report No. 24/2021: Management Board Recommendation Regarding Profit Distribution for 2020
The report presents the PCF Group S.A. board’s recommendation for distributing 2020 net profit, amounting to PLN 29,095,746.74.
- PCF Group S.A. reported a 2020 net profit of PLN 29,095,746.74.
- The board recommended a dividend payout of PLN 5,616,877.28, representing a payout ratio of approximately 19.3% of the 2020 net profit.
- Shareholders will receive a dividend of PLN 0.19 per share, with the payment scheduled for 8 July 2021.
Zakończenie subskrypcji akcji serii D
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.
- PCF Group S.A. completed a private placement of 387,714 Series D ordinary shares to Fiducie Familiale Samuel Girardin 2020.
- The total subscription value of the transaction reached PLN 29,369,335.50, with each share issued at a price of PLN 75.75.
- The issuance was authorized by the company’s Extraordinary General Meeting on 24 May 2021 and finalized via a subscription agreement on 31 May 2021.
Current Report No. 44/2021: Information on Transactions by Persons Discharging Managerial Responsibilities
The report discloses a transaction involving a senior executive of PCF Group S.A.
- On 13 October 2021, the President of the Management Board of PCF Group S.A. acquired shares in the company.
- The transaction was formally disclosed to regulatory authorities on 18 October 2021.
- The disclosure was made in compliance with Article 19(3) of the Market Abuse Regulation (MAR), which mandates transparency regarding transactions by persons discharging managerial responsibilities.
Current Report No. 1/2022: Transactions by Persons Discharging Managerial Responsibilities
The report discloses that on 3 January 2022 the board of PCF Group S.A. received a notification concerning a transaction executed by an individual holding managerial responsibilities, specifically the company’s President of the Board.
- On 29 December 2021, the President of the Board of PCF Group S.A. acquired shares in the company.
- PCF Group S.A. officially received notification of this insider transaction on 3 January 2022.
- The transaction disclosure was filed in compliance with Article 19(3) of the Market Abuse Regulation (MAR).
Current Report No. 2/2022: Publication Dates of Periodic Reports
PCF Group S.A. has established its formal schedule for the release of periodic financial reports throughout the 2022 fiscal year.
- The company will release its Q1 2022 interim report containing a condensed financial statement in compliance with § 62(3) of the relevant regulation.
- The release of individual and consolidated quarterly reports for Q4 2021 is officially postponed.
- Consolidated quarterly reports for Q2 and Q4 of 2022 are postponed in accordance with § 79(2) of the regulation.