PCF Group

PCF Group S.A., the Warsaw-based parent company of game developer People Can Fly, has formally entered negotiations with Bank Polska Kasa Opieki S.A. to secure a significant credit facility. This strategic financial move follows the receipt of financing terms approved by the bank's credit committee on May 30, 2023. The proposed agreement outlines a revolving credit facility and an overdraft line totaling a maximum of 50 million PLN.

The primary objective of this capital injection is to fund production costs associated with the company’s work-for-hire game development projects. The proposed terms specify a three-year availability period for the credit line, with the final repayment deadline set for three years after the execution of the agreement. To secure the facility, the company expects to establish standard collateral customary for transactions of this nature within the financial sector.

While the commencement of negotiations marks a definitive step toward strengthening the company's liquidity and production capacity, the finalization of the credit agreement remains subject to successful legal and financial discussions. The management board emphasizes that the receipt of these terms does not guarantee the ultimate execution of the binding documentation. This development reflects the company's ongoing efforts to stabilize its financial framework for long-term project delivery within the competitive global gaming market.

The Supervisory Board of PCF Group S.A., the parent company of game development studio People Can Fly, issued a series of formal resolutions on May 31, 2023, regarding the upcoming Ordinary General Meeting scheduled for June 27, 2023. These resolutions serve to provide official opinions on the proposed agenda and corporate governance actions for the 2022 fiscal year. The scope of these actions covers the legal and financial oversight of the Warsaw-based company and its capital group, adhering to the Best Practice for GPW Listed Companies 2021.

The primary focus of the resolutions is the formal endorsement of the meeting’s agenda and the performance of the company’s leadership. Specifically, the Supervisory Board issued a positive opinion on the draft resolution to grant a vote of approval to Sebastian Wojciechowski, the President of the Management Board, for his conduct and performance during the 2022 financial year. This endorsement is a standard but critical procedural step in Polish corporate law to validate executive management.

The proposed agenda for the General Meeting includes the presentation and approval of the 2022 financial statements for both the individual company and the consolidated capital group. Key items scheduled for shareholder consideration include the distribution of profits for the 2022 fiscal year, the review of the Supervisory Board’s activity report, and a discussion on the remuneration report for members of the Management and Supervisory Boards. These documents establish the procedural framework for closing the 2022 fiscal year and ensuring compliance with statutory reporting requirements for publicly traded entities in the gaming sector.

The 2022 fiscal year for PCF Group S.A. was defined by a strategic focus on strengthening corporate governance and formalizing internal oversight mechanisms. Throughout the period, the Supervisory Board and Audit Committee maintained rigorous oversight of financial reporting, auditor independence, and profit distribution. Despite personnel changes within the Board, the company successfully maintained a balance of independent members and high attendance rates across its twenty-six resolutions and multiple committee meetings. These activities ensured that the Management Board remained in full compliance with information disclosure obligations and the Best Practices of GPW-listed companies.

A primary finding of the year’s assessment was the need to evolve the company’s internal control environment. While existing systems were deemed effective, the absence of formalized compliance and risk management reports led to the establishment of a dedicated internal audit function effective January 1, 2023. This new unit, led by an appointed internal auditor, marks a transition toward more structured risk management, though recommendations remain in place to eventually separate this role from other executive integration duties to ensure maximum independence.

The scope of these activities covers the entirety of the PCF Group’s operations during the 2022 calendar year. Financial and operational reviews confirmed that the Group did not engage in any sponsoring or charitable activities, nor did it incur expenses related to the support of culture, sports, or social organizations during this timeframe. Ultimately, the governance structures in place provided a stable foundation for the company’s financial integrity as it moved toward a more formalized internal audit framework for the subsequent year.

This legal instrument serves as a formal power of attorney template for the Ordinary General Meeting of PCF Group S.A., scheduled for June 27, 2023. Its primary function is to enable shareholders to appoint a proxy to represent their interests, participate in the assembly, and exercise voting rights associated with their shareholdings. The scope of the authorization is broad, granting the proxy the power to make statements, provide explanations, and submit motions necessary for the execution of the mandate during the proceedings.

The framework accommodates both individual and institutional shareholders, requiring specific identification data such as names, addresses, national identification numbers (PESEL), and passport or ID card details. For corporate entities, the template mandates the inclusion of registered office locations and National Court Register (KRS) numbers to ensure legal validity. The proxy may be either a natural person or a legal entity, reflecting the flexible governance standards typical of Polish joint-stock companies in the gaming and technology sectors.

Structurally, the mandate focuses on a single event at a specific time and date, emphasizing compliance with the formal requirements of the Polish Commercial Companies Code. By providing a standardized format for representation, PCF Group S.A. facilitates shareholder engagement and ensures that administrative hurdles do not impede the exercise of corporate governance rights. This administrative tool is essential for maintaining the legal integrity of the voting process and ensuring that all resolutions passed during the meeting are backed by properly authorized representation.

Resolution number 15/2023 of the Management Board of PCF Group S.A., dated May 31, 2023, outlines the formal proposal for the allocation of the company’s net profit generated during the 2022 fiscal year. Based on the individual financial statements for the period ending December 31, 2022, the company achieved a net profit of 42,336,347.79 PLN. The Management Board recommends that the entirety of this profit be transferred to the company’s supplementary capital rather than being distributed to shareholders as dividends.

This strategic financial decision is grounded in the company’s statutes and the Polish Commercial Companies Code. By retaining the full amount of the 2022 earnings, the organization aims to strengthen its internal capital reserves, potentially providing a more robust financial foundation for ongoing operations or future development projects within the competitive global gaming market. The scope of this resolution is limited to the parent entity, PCF Group S.A., headquartered in Warsaw, and specifically addresses the financial results of the 2022 calendar year.

The resolution further mandates that this proposal be submitted to the Supervisory Board for formal evaluation before being presented for final approval at the Ordinary General Meeting of Shareholders. This procedural step ensures that the profit allocation aligns with the long-term interests of the company and its stakeholders. The document, signed by the President of the Management Board, Sebastian Wojciechowski, became effective immediately upon its adoption, signaling a clear intent to prioritize reinvestment and capital stability over immediate liquidity distribution.

The Supervisory Board of PCF Group S.A. issued this formal report to evaluate the company’s financial standing and management performance for the 2022 fiscal year. The primary purpose of the document is to provide a statutory assessment of the individual and consolidated financial statements, the Management Board's report on activities, and the proposed distribution of profits, ensuring compliance with the Polish Commercial Companies Code and International Financial Reporting Standards.

Key financial data for the period ending December 31, 2022, shows that PCF Group S.A. achieved a standalone net profit of 42.34 million PLN, with total assets valued at 324.53 million PLN. On a consolidated basis, the Capital Group reported a net profit of 21.98 million PLN and total assets of 350.80 million PLN. Despite these profits, both the standalone and consolidated entities experienced negative net cash flows of 41.34 million PLN and 69.12 million PLN, respectively. The Supervisory Board formally recommended that the entire 2022 net profit be allocated to the company’s supplementary capital.

The scope of the report covers the global operations of the Warsaw-based game development group during the 2022 calendar year. The methodology involved a detailed review of internal accounting books, management reports, and the independent auditor's findings. The Board concluded that the financial documentation provides a fair and clear view of the Group’s development, achievements, and risk factors. Furthermore, the Board expressed satisfaction with the Management Board's fulfillment of information obligations regarding corporate resolutions, investment progress, and operational status. The report was signed by all five members of the Supervisory Board on May 31, 2023.

The 2022 fiscal year for PCF Group S.A. was characterized by a significant contraction in financial performance, marked by a 64.15% decline in consolidated net profit to approximately 22 million PLN. This downturn coincided with an 11.04% reduction in average employee salaries across the organization. Despite these challenges, the company maintained its established remuneration framework without utilizing clawback provisions or seeking temporary deviations from its policy. The compensation structure remains designed to align with long-term corporate strategy and gaming industry standards, though the company continues to review these levels to ensure market competitiveness.

Management Board compensation was concentrated in the role of the President, Sebastian Wojciechowski, who received a total of 1,542,969 PLN. This figure represents a marginal 1% year-over-year decrease and reflects a complex pay structure involving base board fees, advisory services, and a salary from the Group’s U.S. subsidiary. While the President received minor non-monetary benefits such as medical coverage, no new financial instruments or variable bonuses were granted during the period. This multi-jurisdictional compensation model underscores the Group's integrated operations between its Polish headquarters and North American interests.

The Supervisory Board maintained a five-member structure following a mid-year re-election process intended to clarify mandate terms. To preserve supervisory independence, compensation for this body remained strictly limited to fixed monthly fees and Audit Committee stipends, ranging from 4,000 PLN to 36,000 PLN per member annually. By eschewing variable or non-monetary benefits for supervisors, the Group prioritized objective oversight during a period of financial volatility. Overall, the 2022 data indicates a period of executive pay stability despite a sharp decline in the company's bottom-line profitability and broader workforce earnings.

The Management Board of PCF Group S.A., a Warsaw-based game development studio known as People Can Fly, issued this formal announcement to convene its Ordinary General Meeting of Shareholders. Scheduled for June 27, 2023, in Warsaw, the meeting serves to review the company’s performance for the 2022 fiscal year and address critical corporate governance requirements. The scope of the meeting covers the entire PCF Group capital group, including its domestic and international subsidiaries.

The primary agenda focuses on the presentation and approval of the 2022 financial statements, the Management Board’s report on group activities, and the Supervisory Board’s annual report. Key resolutions to be considered include the distribution of profits for the 2022 financial year and the granting of discharge to members of both the Management and Supervisory Boards for the performance of their duties. Additionally, the assembly will discuss the remuneration report for senior leadership and review the Audit Committee’s activities in alignment with the Best Practice for GPW Listed Companies 2021.

The announcement outlines strict participation criteria and procedural requirements under the Polish Commercial Companies Code. The record date for participation was set for June 11, 2023, sixteen days prior to the assembly. Shareholders representing at least 5% of the share capital are granted specific rights to propose agenda items or draft resolutions. While the company will provide a real-time internet broadcast of the proceedings in both Polish and English, the board decided against enabling remote electronic voting or participation, requiring shareholders to vote in person or via a designated proxy.

At the time of the announcement, PCF Group S.A. reported a share capital of 601,726.60 PLN, divided into 30,086,330 ordinary bearer shares across series A, B, D, and E. Each share entitles the holder to one vote at the General Meeting. All relevant documentation, including draft resolutions and proxy forms, was made available on the company’s investor relations website.

PCF Group S.A. initiated a private subscription of Series F ordinary shares in mid-2023 to facilitate a strategic capital increase and secure a long-term partnership with South Korean publisher KRAFTON. The offering, targeting the Polish market, involves the issuance of up to 5,853,941 new shares intended for listing on the Warsaw Stock Exchange. Participation is restricted to qualified investors and those committing a minimum of EUR 100,000, with a specific priority right granted to existing shareholders holding at least 0.25% of voting rights as of February 28, 2023. In a move reflecting current geopolitical constraints, entities and citizens from Russia and Belarus are strictly prohibited from participating in the subscription.

A central component of this issuance is the strategic investment by KRAFTON, which committed to acquiring up to 3,594,028 shares at a fixed price of 40.20 PLN per share. This acquisition is designed to provide KRAFTON with a 10% stake in the company, signaling a deepening of ties between the two gaming entities. The operational timeline for the offering concluded in early June 2023, following a book-building process in late May. Financial safeguards ensure that if the issuance is not finalized, investors receive a full refund of the issue price within 14 days, though without interest or additional compensation.

The scope of this capital raise is geographically limited to Poland, with explicit prohibitions against distribution or participation in the United States, Australia, Canada, and Japan. While the issuance provides a framework for the share allotment and payment process, it functions as an informational guide rather than a formal prospectus or legal investment recommendation. By structuring the Series F offering through a mix of strategic institutional investment and priority rights for significant existing shareholders, PCF Group S.A. aims to stabilize its capital structure while funding its ongoing development pipeline within the global gaming industry.

PCF Group S.A., the parent company of game development studio People Can Fly, announced the commencement of a bookbuilding process for a private subscription of up to 5,853,941 new Series F ordinary bearer shares. This capital increase is conducted under a prospectus exemption for offerings representing less than 20% of the company’s existing shares already admitted to trading on the Warsaw Stock Exchange (GPW) over a 12-month period. The primary objective is to secure funding in alignment with the company’s updated strategic goals.

The offering is targeted exclusively at qualified institutional investors and large-scale investors committing at least EUR 100,000. Existing shareholders holding at least 0.25% of total voting rights as of February 28, 2023, are granted preference in the allocation process, provided they verify their holdings. Geographically, the offering is restricted to Poland and international markets under Regulation S of the U.S. Securities Act, explicitly excluding the United States, Australia, Canada, Japan, and South Africa.

In conjunction with the share issuance, the company entered into an agreement with Trigon Dom Maklerski S.A. to manage the offering. Furthermore, a lock-up agreement was established with Sebastian Wojciechowski, the company’s CEO and key shareholder. Under this agreement, Wojciechowski has committed to a long-term restriction on selling his existing shares until December 31, 2027, with standard exceptions for strategic transactions or tender offers. This lock-up is intended to ensure leadership stability and alignment with the long-term interests of the company during its strategic expansion.

People Can Fly Canada Inc., a Montreal-based subsidiary of the Polish game development firm PCF Group S.A., entered into a strategic credit agreement with the Bank of Montreal on May 24, 2023. This financing arrangement establishes two distinct demand revolving credit facilities totaling 9.2 million Canadian dollars. The primary objective of this capital infusion is to bolster the subsidiary’s operational liquidity and bridge the financing of Canadian tax incentives, which are critical components of the region's game development ecosystem.

The financial package is divided into a 1.2 million CAD facility dedicated to general working capital and corporate requirements, and a larger 8 million CAD facility specifically earmarked for financing tax credits. These credits are subject to annual renewal and carry interest rates based on the Canadian Prime Rate plus a standard market margin. To secure the financing, PCF Group S.A. provided an unsecured guarantee of 9.2 million CAD, while the Canadian subsidiary granted the bank a first-ranking security interest and a mortgage of 11.04 million CAD over its entire movable property and assets.

The agreement imposes standard restrictive covenants and reporting obligations on the borrower, including limitations on changing the core business scope or incurring additional financial debt without lender approval. This transaction reflects a common industry practice where international studios leverage regional tax incentives through specialized banking products to maintain steady cash flow during lengthy development cycles. The scope of this disclosure is limited to the legal and financial obligations arising from the Canadian operations of the PCF Group as of the second quarter of 2023.

PCF Group S.A., the parent company of the People Can Fly studio, has officially entered negotiations with a renowned global publisher to establish a comprehensive development and publishing agreement. This move follows the receipt of a formal proposal and a draft executive agreement on May 19, 2023, concerning the production and release of a new video game. The decision to pursue this partnership aligns with the company’s updated corporate strategy announced earlier in 2023, which emphasizes the pursuit of attractive work-for-hire opportunities with reputable industry partners alongside its own internal projects.

The proposed collaboration is structured as a work-for-hire model, where the studio acts as the developer for hire on behalf of the publisher. Under this framework, the studio will receive agreed-upon remuneration for its development services. The negotiation covers both a master framework agreement and a specific executive agreement that outlines the technical and financial parameters of the project. These details include a comprehensive description of the product, a defined production schedule, and the specific milestones and conditions required for the payment of developer fees.

While the specific identity of the publisher and the title of the game remain confidential, the terms of the draft agreement are described as consistent with standard industry practices for high-budget production and publishing deals. The commencement of these negotiations marks a significant step in expanding the studio's project pipeline, though the final execution of the contract remains subject to successful negotiation outcomes. This development reflects a strategic balance between the studio's independent intellectual property goals and its capacity to provide high-end development services to major external stakeholders in the global gaming market.