Mergers Acquisitions

UNIVERSAL REGISTRATION DOCUMENT Including the annual financial report Société anonyme governed by a Board of Directors with share capital of €87,808,412 Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole This universal registration document (URD) This universal registration document (URD) was filed on 24 June ...

ANNUAL FINANCIAL REPORT AS OF 31 MARCH 2022 1. INTRODUCTION pages 3 to 7 2. DECLARATION BY THE PERSON RESPONSIBLE page 8 3. MANAGEMENT REPORT pages 9 to 24 4. BOARD REPORT ON CORPORATE GOVERNANCE pages 25 to 33 5. AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR ENDED 31 MARCH 2022 pages 34 to 36 6.

ANNUAL FINANCIAL REPORT AS OF 31 MARCH 2023 1. INTRODUCTION pages 3 to 7 2. DECLARATION BY THE CHIEF EXECUTIVE OFFICER page 8 3. MANAGEMENT REPORT pages 9 to 24 4. REPORT ON CORPORATE GOVERNANCE pages 25 to 34 5. STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 MARCH 2023 pages 35 to 37 6.

SEGA SAMMY HOLDINGS INTEGRATED REPORT 2025 SEGA SAMMY HOLDINGS INTEGRATED REPORT 2025 Key Visual from Sonic the Hedgehog 3 movie Group Value Introduction Strengthening of Non-Financial Capital Creativity is Mindset and DNA SEGA SAMMY Group Core Businesses 02 Materiality 56 Creativity is Alway...

C o r p o r a t e P h i l o s o p h y To spread happiness across the globe by providing unforgettable experiences This philosophy represents our company’s mission and the beliefs for which we stand. Each of our customers has his or her own definition of happiness. Square Enix Group provides high-quality content, services, and products to help those customers create their own wonderful, unforgettable experiences, thereby allowing them to discover a happiness all their own.

To spread happiness across the globe by providing unforgettable experiences To spread happiness across the globe by providing unforgettable experiences This philosophy represents our company’s mission and the beliefs for which we stand. The Square Enix Group provides high-quality content, services, and products to help those customers create their own Each of our customers has his or her own definition of happiness.

The report presents the conclusion of a review conducted by Grant Thornton Frąckowiak on the condensed interim consolidated financial statements of PCF Group Spółka Akcyjna for the period ending 30 June 2021. The review covers the group’s condensed consolidated statements of financial position, income, other comprehensive income, changes in equity and cash‑flow information for the first half of 2021. The statements were prepared in accordance with International Financial Reporting Standard 34 on interim financial reporting, as required by European Commission regulations.

The review was performed under Polish National Standard 2410, equivalent to the International Standard on Review Engagements. The engagement involved inquiry procedures directed at financial and accounting personnel, analytical review procedures, and other review activities. The scope is limited compared to a full audit; therefore, the reviewers cannot express an assurance opinion that all material matters have been identified and disclosed.

The conclusion states that nothing was found to indicate that the condensed interim consolidated financial statements were not prepared in all material respects in accordance with IFRS 34. The report is signed by Jan Letkiewicz, a licensed auditor, and dated 29 September 2021.

The report discloses that PCF Group S.A., a Warsaw‑based holding, entered into an intention letter on 31 March 2021 to acquire the development team of Phosphor Games, LLC, a Chicago‑based studio. The transaction is subject to an exclusive negotiation period until 30 April 2021 and involves a loan of USD 5 million to the group’s subsidiary People Can Fly U.S., LLC, with LIBOR plus 2 % interest over ten years. The loan is secured by the subsidiary’s intellectual property and is intended to fund the acquisition of Phosphor Games’ team. The report clarifies that signing the intention letter and initiating negotiations does not guarantee completion of the acquisition, noting potential risks to negotiation outcomes.

The disclosure was delayed until 23 April 2021 in accordance with Article 17(4) of the EU Market Abuse Regulation (MAR). Management justified the delay by citing legal and commercial considerations: premature disclosure could jeopardise negotiation dynamics, affect transaction terms, or mislead the market. The report outlines that confidentiality was maintained through a controlled list of personnel with access to the information, updated per MAR requirements. Upon publication, PCF Group S.A. will notify the Polish Financial Supervision Authority of the delay and its compliance with MAR provisions.

The scope covers a single acquisition transaction involving U.S. entities, with financial terms specified in USD and interest linked to LIBOR. The methodology is a regulatory compliance disclosure, referencing MAR articles and European Securities and Markets Authority guidance on delayed information release.

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.

The report discloses that PCF Group S.A. entered into a letter of intent on 11 March 2021 to acquire 100 % of Game On Creative, Inc., a Montreal‑based studio, and to launch a Series D share offering. The transaction terms set the purchase price at eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working‑capital thresholds and leakage. Upon acquisition, PCF plans an extraordinary general meeting to raise its share capital and offer Series D shares to the SG Trust, with a 15 % exemption from lock‑up and an earn‑out clause of 5 % EBITDA for years 2021–2025. Samuel Girardin, the Game On partner, will assume a dual role as Studio Head of People Can Fly Canada and President of Game On. The letter also outlines a legal and financial due‑diligence review, a potential call option for the SG Trust if capital increases are not registered by 31 December 2021, and a lock‑up period for the remaining Series D shares.

The disclosure was delayed until 27 April 2021 in accordance with EU Regulation 596/2014 (MAR) and the Polish Securities Authority guidelines, citing risks that early publication could harm negotiation dynamics or mislead investors. The report explains the confidentiality measures taken and states that the letter of intent does not guarantee completion of the acquisition. The information covers a single Canadian entity, pertains to a 2021 transaction timeline, and involves PCF Group’s Polish‑listed shares. No survey or external data sources are referenced; the methodology is limited to internal board deliberations and regulatory compliance.