PCF Group

Game Co.

601 documents

Documents

Raport Bieżący nr 25/2021

The Management Board of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, issued a formal notification on May 26, 2021, to convene an Ordinary General Meeting of shareholders. Scheduled for June 22, 2021, in Warsaw, the meeting serves as the primary corporate governance event for reviewing the company’s performance and financial standing following its 2020 fiscal year. This period is particularly significant as it covers the studio's operations and financial results leading up to and following its transition to a publicly traded entity on the Warsaw Stock Exchange. The primary agenda focuses on the formal approval of financial statements for both the individual company and the larger capital group for the fiscal year ending December 31, 2020. Key documentation provided for shareholder review includes the Supervisory Board’s evaluation of the 2020 financial audits, reports on the activities of the Audit Committee, and a comprehensive remuneration report for members of the Management and Supervisory Boards covering the 2019 and 2020 periods. An independent auditor’s report is also included to provide reasonable assurance regarding the disclosed compensation data. A critical component of the proceedings involves the Management Board’s proposal for the distribution of net profit earned during the 2020 financial year. The meeting aims to ratify these financial results and discharge board members of their duties for the previous year. These actions are conducted in accordance with the Polish Commercial Companies Code and the disclosure requirements for issuers of securities, ensuring transparency for investors regarding the studio's fiscal health and executive governance. All relevant materials, including the previously published annual report, were made available through the company’s investor relations portal and its corporate headquarters.

mergers-acquisitions investment game-publishing+2

PCF GroupMay 2021

Legal

Sprawozdanie o Wynagrodzeniach Członków Zarządu i Rady Nadzorczej PCF Group S.A.

The remuneration framework for PCF Group S.A. underwent a significant transition in late 2020, moving from individual contractual arrangements to a formalized Remuneration Policy designed to align executive compensation with long-term strategic goals and financial stability. This policy governs the Management and Supervisory Boards, primarily focusing on the Polish market during the 2019–2020 fiscal period. A central component of this structure is the use of variable compensation for the Management Board, which is capped at five times the fixed salary and remains contingent upon performance targets verified by the Supervisory Board. Financial data from 2016 to 2020 indicates a period of high volatility and rapid growth, highlighted by a 409% increase in Group net profit in 2020. During this time, total compensation for the CEO rose from approximately 1.15 million PLN to 1.33 million PLN, with a substantial portion of these earnings derived from variable consulting fees and project management services rather than base salary. Similarly, while Supervisory Board members received fixed monthly fees starting in mid-2020, certain members earned significantly higher sums exceeding 500,000 PLN through specialized service agreements for technical and art direction. The governance of these payments remained strictly within the established policy guidelines, with no temporary derogations exercised by the Supervisory Board. Beyond monetary compensation, the framework includes non-monetary benefits such as private medical care for executive leadership and their families. This structured approach to remuneration aims to balance individual qualifications with the company's evolving financial performance, ensuring that executive incentives are commensurate with the broader growth of the organization and its workforce. The framework was formally audited and approved in May 2021 to ensure full regulatory compliance.

salary employment global+2

PCF GroupMay 2021

Legal

Sprawozdanie Rady Nadzorczej z Oceny Badania Sprawozdania Finansowego za 2020 Rok

The Supervisory Board of PCF Group S.A. issued this formal evaluation of the company’s financial performance and management activities for the fiscal year ending December 31, 2020. The primary purpose of the report is to validate the accuracy of the annual financial statements and provide recommendations to the General Meeting regarding the approval of these results and the proposed distribution of profits. The scope covers both the individual standing of PCF Group S.A. and the consolidated performance of its capital group, prepared in accordance with International Financial Reporting Standards as adopted by the European Union. Key financial data for the 2020 fiscal year shows that PCF Group S.A. achieved a net profit of 29.1 million PLN on total assets of 91.2 million PLN. On a consolidated basis, the capital group reported a net profit of 24.6 million PLN and total assets of 95.7 million PLN. The group’s net cash flow for the period was 12.2 million PLN. Based on these results, the Board endorsed the Management Board’s proposal to distribute the 29.1 million PLN profit by allocating 5.6 million PLN for shareholder dividends—amounting to 0.19 PLN per share—while transferring the remaining 23.5 million PLN to the company’s supplementary capital. The methodology for this assessment involved a comprehensive review of the Management Board’s activity reports, independent auditor findings, and internal accounting records. The Supervisory Board concluded that the financial statements provide a fair and clear representation of the company’s assets and financial position. Furthermore, the Board confirmed that the management reports accurately reflect the group’s development, achievements, and associated risk factors, meeting all legal requirements under the Polish Accounting Act and relevant financial regulations.

investment europe game-publishing+2

PCF GroupMay 2021

Legal

Raport Bieżący Nr 24/2021: Rekomendacja Zarządu w Sprawie Podziału Zysku za 2020 Rok

The management board of PCF Group S.A., a Warsaw-based video game developer, has formally proposed a distribution plan for the net profit generated during the 2020 financial year. Following a board resolution passed on May 26, 2021, the company intends to allocate a total net profit of 29,095,746.74 PLN. This proposal aligns with the company’s established dividend policy and reflects the financial performance of the studio during a period of significant operational activity. The distribution strategy involves a dual approach of rewarding shareholders while maintaining internal capital reserves. Specifically, the board recommends allocating 5,616,877.28 PLN for dividend payments, which equates to 0.19 PLN per share. This payout represents approximately 19.3% of the total net profit for the year. The remaining balance of 23,478,869.46 PLN is slated for transfer to the company’s supplementary capital to support future growth and financial stability. The proposed timeline for this corporate action sets the dividend record date for June 30, 2021, with the subsequent payout scheduled for July 8, 2021. This recommendation is subject to the opinion of the Supervisory Board and requires final approval from the Ordinary General Meeting of Shareholders. The disclosure follows standard regulatory requirements for publicly traded companies in Poland, ensuring transparency regarding the allocation of earnings within the domestic gaming sector.

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PCF GroupMay 2021

Legal

Sprawozdanie Rady Nadzorczej oraz Komitetu Audytu Rady Nadzorczej z Działalności w 2020 Roku: Wraz z ocenami

This report details the activities and oversight functions of the PCF Group S.A. Supervisory Board and Audit Committee for the 2020 financial year. The primary purpose of the document is to provide an official account of corporate governance, board composition changes, and the evaluation of internal control systems in compliance with the Best Practice for GPW Listed Companies 2016. The scope of the report covers the 2020 calendar year, a period of significant transition for the company as it prepared for its initial public offering on the Warsaw Stock Exchange. Key organizational milestones included expanding the Supervisory Board from three to five members in June 2020 to include independent directors and the formal establishment of an Audit Committee. The board held four formal meetings and passed 13 resolutions during the year, maintaining a 100% attendance rate. A significant operational shift occurred in December 2020 when the company transitioned from using external accounting firms to an internal finance and accounting department to manage its books and financial reporting. The Supervisory Board concluded that the company’s internal control and risk management systems were adequate and effective. While a formalized internal audit unit did not exist in 2020 due to the company's specific operational scale, the board noted that the Management Board would consider establishing such a function or outsourcing it as the business model evolves. The report also confirms that the company did not engage in any sponsoring or charitable activities during the period and successfully fulfilled all corporate governance transparency requirements. The findings are based on internal board reviews, management reports, and consultations with external auditors regarding the 2019 and 2020 financial statements.

investment europe salary+1

PCF GroupMay 2021

Legal

Current Report No. 23/2021: Shareholder List

The shareholder structure of PCF Group S.A. during the Extraordinary General Meeting held on May 24, 2021, reveals a concentrated ownership pattern dominated by a small group of key stakeholders. Sebastian Wojciechowski maintains a controlling position within the company, holding 14,872,022 votes. This stake represents 50.31% of the total voting rights in the corporation and accounted for a significant 61.36% majority of the votes present at this specific assembly. His position underscores a centralized leadership structure common in major independent game development studios. Other significant shareholders participating in the meeting included Bartosz Kmita, who held 2,579,910 votes, representing 8.73% of the total voting power and 10.65% of the votes at the meeting. Additionally, Bartosz Biełuszko and Krzysztof Dolaś held identical positions, each possessing 1,805,936 votes. Their respective holdings each constitute 6.11% of the total voting rights and 7.45% of the votes represented during the May 24 proceedings. Collectively, these four individuals controlled the vast majority of the decision-making power during the session. This data, disclosed in accordance with Polish public offering regulations, provides a snapshot of the governance and equity distribution of the Warsaw-based developer behind the People Can Fly brand. The figures reflect the internal distribution of influence following the company's transition to a public entity, highlighting that the core leadership and founding elements retain substantial voting blocks. The scope of this information is limited to shareholders holding at least 5% of the voting rights present at the Extraordinary General Meeting, serving as a formal record of corporate control for that specific date.

investment mergers-acquisitions europe+1

PCF GroupMay 2021

Legal

Draft Resolutions for the Extraordinary General Meeting: May 24, 2021

PCF Group S.A. is pursuing a strategic expansion of its global development capabilities through a targeted share capital increase and the implementation of flexible financing mechanisms. The primary objective of the May 2021 Extraordinary General Meeting is to facilitate the acquisition of Game On Creative, Inc., a Montreal-based animation and motion capture studio. By issuing 387,714 Series D shares at a price of 75.75 PLN per share to Fiducie Familiale Samuel Girardin 2020, the group aims to integrate specialized leadership and technical expertise into its AAA game development pipeline. This move necessitates the waiver of existing shareholders' pre-emptive rights to ensure the successful execution of the acquisition and the alignment of the new studio’s interests with the parent company. Beyond the immediate acquisition, the group is establishing a long-term framework for rapid growth through the creation of authorized capital. This statutory amendment empowers the Management Board to increase share capital by up to 29,562.50 PLN through the issuance of nearly 1.5 million new shares over a three-year window. This mechanism is designed to provide the agility required to compete in the dynamic international gaming market, specifically by enabling stock-swap transactions and the swift acquisition of additional development teams. The ability to exclude pre-emptive rights for these future issuances is framed as a critical tool for maintaining a competitive edge in talent acquisition and strategic consolidation. The structural adjustments also include formalizing the company’s articles of association to reflect a Series A share capital of 27,500,000 ordinary bearer shares at a nominal value of 0.02 PLN each. These administrative and financial resolutions collectively signal a transition toward a more aggressive expansion strategy, positioning the group to leverage its equity for inorganic growth. By streamlining the process for future capital raises and integrating high-end animation capabilities, the group seeks to solidify its infrastructure for large-scale, high-fidelity game production on a global scale.

investment funding mergers-acquisitions+2

PCF GroupMay 2021

Legal

Uchwyły Podjęte Przez Nadzwyczajne Walne Zgromadzenie

The Extraordinary General Meeting of PCF Group S.A., held on May 24, 2021, formalized a strategic expansion of the company’s capital structure to facilitate international growth and studio acquisitions. Shareholders representing approximately 82% of the share capital unanimously approved the issuance of 387,714 Series D ordinary shares at a price of 75.75 PLN per share. This specific issuance, totaling roughly 29.37 million PLN, serves as a private subscription for a trust associated with Samuel Girardin, following the acquisition of the Canadian animation and audio studio Game On Creative, Inc. To execute this transaction and secure a lock-up agreement, existing shareholders’ pre-emptive rights were waived, ensuring the strategic integration of the new subsidiary. Beyond the immediate acquisition, the company established a broader "Authorized Capital" mechanism to streamline future expansion. The Management Board is now authorized to increase share capital by up to 29,562.50 PLN through the issuance of 1,478,125 new shares over a three-year period. This framework allows the Board, subject to Supervisory Board oversight, to exclude pre-emptive rights for the purpose of rapidly acquiring additional game development teams and studios. The pricing for such issuances is governed by a 30-day volume-weighted average price, a methodology intended to align new investments with market valuations while protecting the interests of current stakeholders. The governance of these financial shifts is reinforced by amendments to the articles of association, which define the total share capital as 27,500,000 Series A ordinary shares with a nominal value of 0.02 PLN each. By mandating Supervisory Board approval for the issue price of shares under the authorized capital, the company has implemented a check on executive power during this period of aggressive growth. These resolutions reflect a unified shareholder commitment to a long-term strategy of inorganic growth through the acquisition of specialized creative assets in the global gaming industry.

investment mergers-acquisitions europe+1

PCF GroupMay 2021

Legal

Current Report No. 21/2021

The management board of PCF Group S.A., a Warsaw-based game development studio, formally issued resolutions passed by its Supervisory Board in preparation for an Extraordinary General Meeting scheduled for May 24, 2021. These actions were taken in accordance with Polish financial regulations regarding current and periodic information provided by securities issuers, specifically adhering to the Best Practice for GPW Listed Companies 2016. The primary objective of these resolutions is to provide formal oversight and recommendations on specific items added to the agenda of the upcoming shareholder assembly. The scope of this disclosure is limited to the corporate governance activities of PCF Group S.A. within the Polish capital market during the second quarter of 2021. By following the established legal framework for public companies, the Supervisory Board ensures that all matters to be discussed at the Extraordinary General Meeting have been properly reviewed and vetted by the company’s internal oversight body. This process facilitates transparency between the company’s leadership and its investors, ensuring that shareholders are informed of the board's positions before voting on corporate matters. While the specific details of the agenda items are not enumerated within this particular announcement, the filing serves as a critical regulatory bridge between the scheduling of a general meeting and the execution of shareholder votes. It confirms that the company is operating under the strictures of the Minister of Finance’s 2018 ordinance and the governance standards of the Warsaw Stock Exchange. This administrative step is essential for maintaining the legal validity of the decisions made during the subsequent meeting of shareholders.

investment europe market-analysis+1

PCF GroupMay 2021

Legal

Uchwały Rady Nadzorczej PCF Group S.A. Dotyczące Spraw Wprowadzonych do Porządku Obrad Nadzwyczajnego Walnego Zgromadzenia PCF Group S.A. w Dniu 24 Maja 2021 Roku

The Supervisory Board of PCF Group S.A., a prominent Polish video game developer known for the People Can Fly brand, issued a series of formal resolutions on May 17, 2021. These resolutions provide official opinions on agenda items for the Extraordinary General Meeting scheduled for May 24, 2021. The primary purpose of these actions is to ensure corporate governance compliance with the Commercial Companies Code and the Best Practice for GPW Listed Companies 2016, specifically regarding the oversight of capital structure changes and statutory amendments. A central finding of these resolutions is the Supervisory Board’s unanimous positive opinion on several critical financial maneuvers. Most notably, the board supports a share capital increase through the issuance of Series D ordinary shares. This proposal includes the complete deprivation of preemptive rights for existing shareholders, a move intended to facilitate the admission and introduction of these new shares to the regulated market of the Warsaw Stock Exchange. The board also approved the dematerialization of these shares and the necessary registration with the National Depository for Securities. Furthermore, the Supervisory Board endorsed amendments to the company’s Articles of Association. These changes include authorizing the Management Board to increase share capital within the limits of authorized capital (kapitał docelowy). This authorization grants the Management Board the power to exclude preemptive rights for existing shareholders, either in whole or in part, provided they obtain specific consent from the Supervisory Board. These resolutions reflect a strategic effort to provide the company with greater financial flexibility and streamlined access to capital markets during the 2021 fiscal period.

game-publishing europe mergers-acquisitions+1

PCF GroupMay 2021

Legal

Notification of Shares in PCF Group S.A.

Sebastian Wojciechowski, a major shareholder in the Polish game development studio PCF Group S.A., issued a formal notification regarding a change in his potential future shareholding. The primary purpose of the disclosure is to report the execution of a conditional call option agreement on April 27, 2021, between Wojciechowski and Fiducie familiale Samuel Girardin 2020, a Canadian trust. This agreement grants the trust the right to purchase a portion of Wojciechowski’s holdings in the Warsaw-based company. Under the terms of the agreement, the trust is entitled to acquire 387,714 ordinary bearer shares, representing approximately 1.31% of the company’s share capital and total voting rights. The exercise window for this call option is set between January 1, 2025, and June 30, 2025, subject to the fulfillment of specific condition precedents and the avoidance of closed trading periods. As of the notification date, the option remains unexercised. Prior to and immediately following the execution of this agreement, Wojciechowski directly held 14,872,022 Series A shares, accounting for 50.31% of the company’s share capital and voting power. When accounting for an additional 28 shares held by an ascendant relative, Jan Ryszard Wojciechowski, the total combined interest remains at 50.31%. However, the notification concludes that if the call option is fully exercised in 2025, Wojciechowski’s direct voting interest would decrease to 48.9955%, or 48.9956% when including the shares held by his relative. This transaction marks a significant future shift in the company's ownership structure, potentially moving the primary shareholder below the 50% voting threshold.

investment mergers-acquisitions poland

PCF GroupMay 2021

Legal

Raport Bieżący Nr 17 /2021

PCF Group S.A., the Warsaw-based parent company of People Can Fly, issued a formal correction regarding its planned capital increase and share issuance strategy as of May 2021. The primary purpose of this disclosure is to rectify a specific technical detail concerning the dilution and ownership percentage associated with a private subscription of Series D ordinary bearer shares. This correction follows a previous announcement regarding a reinvestment strategy that necessitates the convening of an extraordinary general meeting to authorize the issuance of 387,714 new shares. The core adjustment focuses on the mathematical representation of the new shares relative to the company's total share capital. While the previous disclosure stated that the new issuance would represent approximately 1.29% of the share capital, this figure actually reflects the ownership stake after the capital increase has been fully executed and registered by the relevant court. When measured against the company’s current share capital prior to the issuance, the 387,714 shares represent a 1.31% stake. This regulatory filing, submitted under European Union market abuse regulations, maintains all other details of the original reinvestment plan. The scope of the document is limited to the corporate governance and financial structuring of PCF Group S.A. within the Polish capital market. It highlights the precision required in public disclosures for listed game development entities, particularly regarding the issuance of equity through private offerings and the resulting impact on shareholder equity structures. All other terms of the reinvestment and the planned extraordinary general meeting remain unchanged.

investment mergers-acquisitions europe+1

PCF GroupMay 2021