PCF Group

Game Co.

601 documents

Documents

Informacja na temat stanu stosowania przez spółkę rekomendacji i zasad zawartych w Zbiorze Dobre Praktyki Spółek Notowanych na GPW 2016

PCF Group S.A. maintains a framework of corporate governance that aligns with the majority of the Best Practice of GPW Listed Companies 2016, though it maintains several strategic deviations rooted in its organizational structure and recent transition to public markets. As of late 2020, the company’s governance model is characterized by a single-member Management Board, which precludes a formal division of responsibilities and centralizes risk management, compliance, and internal audit functions. Rather than establishing dedicated internal units for these oversight roles, the company relies on the direct supervision of the Management Board and the Audit Committee to ensure operational integrity. A significant area of non-compliance involves the absence of a formalized diversity policy. The company prioritizes merit-based recruitment and professional qualifications over specific gender or age targets for its governing bodies. Furthermore, technical and historical limitations impact transparency; the company does not provide real-time public broadcasts of General Meetings or a five-year historical financial data set in a processable format, citing its recent adoption of International Financial Reporting Standards as the primary cause for the latter. Regarding shareholder rights and executive compensation, the company adheres to statutory guidelines but bypasses certain optional recommendations. Notable exceptions include a share nominal value of 0.02 PLN, which is significantly lower than the recommended 0.50 PLN, and the lack of a dedicated compensation committee. While a formal remuneration policy is in place, stock-based incentives currently lack a minimum two-year vesting period. Despite these omissions, the company maintains standard protocols for managing conflicts of interest and ensures that significant related-party transactions follow established legal requirements, even in the absence of specific internal bylaws requiring additional Supervisory Board approval.

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PCF GroupDec 2020

Legal

Raport Bieżący Nr 2/2020

PCF Group S.A., a prominent Polish game development studio known for its People Can Fly brand, finalized critical regulatory steps for its transition to a publicly traded entity on the Warsaw Stock Exchange in December 2020. The primary objective of these actions was the formal registration of company shares and share rights within the National Depository for Securities (KDPW). This process is a fundamental requirement for the dematerialization of securities, enabling them to be traded on a regulated market. The registration involved several distinct tranches of securities. Initially, KDPW registered 2,062,512 Series A ordinary bearer shares with a nominal value of 0.02 PLN each under the ISIN code PLPCFGR00010, effective December 11, 2020. Subsequently, the depository issued a conditional registration for an additional 25,437,488 Series A shares and 2,062,512 rights to Series B ordinary bearer shares. These conditional registrations were predicated on the formal admission of these securities to trading on the regulated market. These administrative milestones occurred during a pivotal period for the Polish gaming industry, as PCF Group sought to capitalize on investor interest through its initial public offering. By securing these registrations, the company ensured the necessary technical and legal infrastructure was in place for its market debut. The scope of these activities was limited to the Polish capital market regulatory framework, specifically adhering to the requirements set forth by the Ministry of Finance regarding current and periodic information provided by issuers of securities. This formalization allowed for the eventual conversion of share rights into final shares following the completion of the offering process.

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PCF GroupDec 2020

Legal

Informacje o Plikach Cookies

This documentation outlines the technical and legal framework for the use of cookies on the People Can Fly website. The primary objective is to inform visitors about how small text files are utilized to ensure site functionality, analyze user behavior, and deliver personalized content. The scope of the policy covers all users accessing the company’s web domain and details the specific data interactions between the site and third-party platforms such as Google, Facebook, and LinkedIn. The technical framework categorizes cookies into four distinct segments. Essential cookies, such as session identifiers, are mandatory for site operation and cannot be disabled. Analytical cookies, powered by Google Tag Manager and Google Analytics, collect anonymized traffic data to improve site performance, with data stored on global servers. Marketing and social media cookies from Facebook and LinkedIn track user profiles and session states to facilitate targeted advertising and social sharing features. These third-party cookies often have extended lifespans, ranging from 24 hours to 1.5 years. User autonomy is a central theme, with the methodology for data control relying on both internal tools and external browser settings. The site employs a Cookie Consent Kit to manage and store user preferences annually. Furthermore, the documentation provides specific navigation paths for managing or deleting cookies across major browsers, including Chrome, Firefox, and Edge. While users can opt out of non-essential tracking, the policy clarifies that previously collected data may still be processed, though new data collection ceases upon the removal of cookies. All inquiries regarding data privacy and GDPR compliance are directed to a dedicated corporate contact point.

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PCF GroupDec 2020

Legal

Raport EBI nr 1 /2020

This corporate governance report, issued by PCF Group S.A. on December 17, 2020, outlines the specific principles of the Best Practice for GPW Listed Companies 2016 that the company does not fully apply. The document serves as a formal disclosure required by the Warsaw Stock Exchange regulations, providing transparency regarding the company’s internal management structures and operational deviations from standard governance norms during its transition to a publicly traded entity. The scope of the report covers fifteen specific governance principles across various categories, including disclosure policies, board structures, and shareholder relations. Key findings reveal that several non-compliance issues stem from the company’s current organizational scale. For instance, the company cannot provide a functional division of responsibilities among board members because the Management Board currently consists of a single person. Similarly, the company lacks a formalized diversity policy, opting instead to prioritize professional qualifications and experience over non-meritocratic criteria like age or gender to maintain flexibility during its rapid growth phase. Financial reporting and transparency represent another area of deviation. The company explains that it cannot provide five years of comparable financial data in a processable format because it transitioned from the Polish Accounting Act to International Financial Reporting Standards (IFRS) in 2018. Regarding shareholder meetings, the company does not provide universal real-time broadcasts or video recordings, citing a lack of technical infrastructure, high costs, and a lack of prior shareholder interest. The report also notes structural absences, such as the lack of dedicated internal units for risk management, audit, and compliance, with these duties currently handled directly by the Management Board. While the company maintains a nominal share value of 0.02 PLN—below the recommended 0.50 PLN threshold—management concludes this does not threaten valuation reliability as the market price remains significantly higher. The tone is analytical and forward-looking, with the company declaring intentions to adopt several of these principles as its board expands or as shareholders express specific needs.

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PCF GroupDec 2020

Legal

Raport Bieżący Nr 1/2020

PCF Group S.A., a Warsaw-based game development studio known for titles such as Outriders and Painkiller, officially initiated its participation in the Electronic Information Transmission System (ESPI) on December 17, 2020. This administrative milestone marks the formal commencement of the company’s regulatory reporting obligations via the standardized electronic platform mandated for public entities in Poland. By gaining access to this system, the management board established the technical and legal framework necessary for the timely dissemination of corporate disclosures and financial data to market regulators and the public. The scope of this action is strictly administrative and regulatory, serving as a foundational step for the company’s transparency and compliance within the Polish capital market. The transition to ESPI ensures that all subsequent material information regarding the company’s operations, financial health, and strategic developments is communicated in accordance with the specific legal requirements governing listed companies. This development occurred during a pivotal period for the studio, coinciding with its preparations for broader market visibility and the fulfillment of transparency standards expected of major industry players. The methodology for this disclosure follows the established protocols of the Polish Financial Supervision Authority, specifically adhering to the regulations governing the use of electronic information systems. While the announcement does not contain commercial performance data or game development updates, it signifies a critical shift in the company’s corporate governance structure. By integrating into the ESPI framework, PCF Group S.A. formalized its commitment to standardized reporting, ensuring that all future investor communications meet the rigorous legal criteria for accuracy and accessibility within the European regulatory environment.

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PCF GroupDec 2020

Report

Current Report No. 40/2021: Investment Agreement with Square Enix Limited

The report announces that PCF Group S.A. entered into an investment agreement with Square Enix Limited on 29 August 2021, formalizing the issuance of subscription warrants and related capital‑raising activities. The agreement stipulates that PCF will offer up to 1,555,922 warrants, each convertible into one Series C ordinary share, in up to six tranches linked to revenue milestones from contracts with Square Enix. Each tranche is released once cumulative contract revenue reaches a 45‑million‑PLN threshold, with the final tranche capped by 30 September 2024. The number of warrants per tranche is calculated as the ratio of 4.5 million PLN to the final share price offered in the public offering, ensuring a proportional allocation relative to revenue performance. Square Enix may exercise its conversion rights after the fourth tranche and subsequently with each additional tranche, subject to a 31 December 2025 expiry. The agreement allows for accelerated tranching or conversion in events such as a change of control or delisting from the Warsaw Stock Exchange. Square Enix also retains an opt‑out clause, enabling it to relinquish conversion rights in exchange for compensation if the parties decide against further investment. As of the report date, PCF’s revenue from Square Enix contracts exceeded 90 million PLN, triggering the obligation to offer two warrant tranches. The potential conversion of these warrants would represent roughly 1.8 % of PCF’s share capital, indicating a modest dilution impact. The agreement concludes prior negotiations that began with an initial memorandum of understanding on 31 July 2020, thereby formalizing the terms outlined in PCF’s prospectus.

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PCF Group

Report

Current Report No. 48/2021: Acquisition of Incuvo S.A. Shares

PCF Group S.A., headquartered in Warsaw, completed the acquisition of 7,143,900 shares of Incuvo S.A. on 13 December 2021, representing 50.01 % of Incuvo’s share capital and voting rights. The transaction was executed under EU market‑abuse regulation, with the purchase price set at PLN 19,995,776.00 and an additional payment clause that may add up to PLN 11,595,725.00 based on the profitability of Incuvo’s VR title “Green Hell VR” and its Metacritic rating during a specified reference period. Incuvo specializes in virtual‑reality game development and porting third‑party titles to VR platforms. The agreement includes customary representations, warranties, non‑competition restrictions for twelve months post‑closing, and liability provisions. Concurrently, PCF entered into transfer agreements with Incuvo’s shareholders Andrzej Wychowń and Radomir Kucharski, imposing sale restrictions on their shares and mandating continued board participation while prohibiting competitive activities until 31 December 2024. This acquisition aligns with PCF Group’s strategic expansion into video‑game production, aiming to strengthen the group’s capabilities in emerging sectors. The transaction covers Poland and involves the NewConnect market of the Warsaw Stock Exchange, reflecting a focused geographic scope within the European VR gaming industry.

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PCF Group

Report

Report on the Review of the Condensed Interim Financial Statement: 2025

The report presents the findings of a review conducted by Grant Thornton Polska on the condensed interim financial statements of PCF Group Spółka Akcyjna for the period from 1 January to 30 June 2025. The review was performed in accordance with the Polish Standard for Review Engagements 2410, equivalent to International Standard on Review Engagements, and focused on the company’s compliance with IAS 34 Interim Financial Reporting as adopted by EU regulations. The scope included examination of the balance sheet, income statement, statement of comprehensive income, changes in equity, cash‑flow statement and selected explanatory notes. Key conclusions indicate that no material misstatement was identified and the interim statements are presented in all significant respects in accordance with IAS 34. The review involved analytical procedures and inquiries of finance and accounting personnel, but did not provide assurance equivalent to an audit. The report highlights specific disclosures in explanatory notes: a valuation test for the cash‑generating unit related to development costs of a new game, noting uncertainty in projected cash flows due to potential deviations in early‑access sales; and an assessment of deferred tax assets amounting to PLN 52,659 thousand, reflecting uncertainty in five‑year tax profit forecasts and the feasibility of the company’s strategy. The geographic coverage is limited to PCF Group’s operations in Poland, and the time frame covers the first half of 2025. The review methodology relied on management’s internal controls and financial records, with no sampling or audit evidence beyond the scope of a review engagement.

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PCF Group

Report

Raport Bieżący Nr 28/2025: Wyznaczenie Daty Rozpoczęcia Sprzedaży Gry „Lost Rift”

PCF Group S.A. has officially scheduled the early access release of its upcoming title, Lost Rift, for September 25, 2025. This announcement confirms the transition of the project, previously identified by the codename Victoria, into the commercialization phase on the Steam platform. The decision follows previous corporate disclosures regarding the development progress of the title, marking a significant milestone in the company’s current production pipeline. The release strategy focuses on the early access model, a common industry practice that allows developers to gather player feedback and refine gameplay mechanics while the title remains in active development. By leveraging the Steam ecosystem, the company aims to establish an initial user base and facilitate iterative improvements ahead of a potential full-scale launch. This move aligns with the company’s broader operational objectives for the 2025 fiscal year, reflecting a strategic shift from internal development to public market engagement. The scope of this release is global, as the Steam platform provides immediate international distribution for the title. The announcement serves as a formal regulatory update, ensuring transparency for stakeholders regarding the company’s product roadmap and revenue generation timelines. By setting a definitive date for the early access launch, the management team provides clarity on the project’s status and its readiness for public consumption within the competitive PC gaming market.

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PCF Group

Report

Current Report No. 3/2022: Resignation of a Supervisory Board Member of PCF Group S.A.

The report announces the resignation of Dr. Aleksander Ferenc from the Supervisory Board of PCF Group S.A., effective March 3, 2022. The board’s decision is communicated in compliance with Polish financial regulatory requirements, specifically the 2018 Minister of Finance regulation on ongoing information obligations for issuers. The announcement confirms that Dr. Ferenc’s resignation was submitted and accepted on the same day, and expresses gratitude for his contributions to the company. Simultaneously, the report states that Dr. Ferenc will continue to support PCF Group S.A.’s parent company, People Can Fly, in mergers and acquisitions (M&A) and integration activities from March 3, 2022 onward. No additional data on financial performance or strategic initiatives are provided; the focus remains strictly on governance changes and the continuity of Dr. Ferenc’s advisory role within the broader corporate group. The scope is limited to PCF Group S.A., a Warsaw‑based entity, and its parent company People Can Fly. The time frame is the specific date of resignation, March 3, 2022, with implications for ongoing M&A support. Methodology is not applicable beyond the regulatory reporting framework mandated by Polish financial law.

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PCF Group

Report

Information on the State of Application of Good Practices 2021

PCF GROUP SA (1/2022) PCF Group Spółka Akcyjna - informacja o stanie stosowania Na podstawie par. 29 ust. 3 Regulaminu Giełdy Papierów Wartościowych w Warszawie S.A. PCF Group Spółka Akcyjna przekazuje informację o stanie stosowania Dobrych Zarząd spółki PCF Group S.A. z siedzibą w Warszawie ("Spółka") przekazuje informację o zmianie sposobu stosowania zasad 1.6. i 2.4. Dobrych Praktyk 2021 oraz o wystąpieniu okoliczności uzasadniających zmianę treści wyjaśnień dla zasad 4.7., 4.8. oraz 4.9.1.

investment europe

PCF Group

Report

Conditional Registration of Series G Bearer Shares: Report 48/2023

The report announces that on 7 September 2023 the National Securities Depository (KDPW) conditionally registered 2,510,904 bearer common shares of PCF Group S.A. (ISIN PLPCFGR00010), each with a nominal value of 0.02 PLN, under the condition that they are introduced into trading on a regulated market where other PCF Group shares with the same ISIN have been listed. The registration is governed by § 17(1)(1) of the Minister of Finance Regulation dated 29 March 2018 concerning current and periodic information provided by issuers. The conditional nature of the registration implies that the shares will only become fully registered and tradable once they are listed on a regulated market. The information was communicated by the company’s board and will be disseminated through KDPW’s operational notice. The scope is limited to the Polish market, specifically the Warsaw Stock Exchange or other regulated venues where PCF Group shares are listed. No additional data, methodology, or statistical analysis is provided beyond the registration details and legal basis.

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PCF Group