PCF Group

Square Enix Limited has exercised its right to acquire the fourth tranche of Series A subscription warrants in PCF Group S.A., the parent company of the game development studio People Can Fly. This transaction, finalized on June 30, 2022, involves 90,000 warrants, each entitling the publisher to subscribe to one Series C ordinary bearer share at an issue price of 50 PLN per share. This specific price aligns with the valuation established during the company’s initial public offering in late 2020.

The issuance of this fourth tranche was triggered by a specific performance milestone, as PCF Group’s revenues from its agreements with Square Enix exceeded the threshold of 180 million PLN. This development is part of a broader investment agreement established in August 2021, which allows for a maximum of six warrant tranches. With the completion of this fourth stage, Square Enix has now acquired a total of 360,000 warrants, representing approximately 1.2% of the company’s share capital and total voting rights.

Under the terms of the agreement, Square Enix is now eligible to exercise its right to convert these warrants into Series C shares for the first time. While the publisher has until December 31, 2025, to exercise these rights, PCF Group currently has no information regarding the publisher's specific timeline for conversion. Should Square Enix eventually acquire all shares available through the full six tranches, its total stake in the Polish developer is projected to reach approximately 1.8% of the share capital. This strategic financial arrangement underscores the deepening commercial relationship between the developer and the publisher within the global gaming market.

This regulatory document establishes the organizational framework and operational procedures for the Audit Committee of the Supervisory Board of PCF Group S.A., a Warsaw-based joint-stock company. The primary purpose of the committee is to monitor financial reporting processes, oversee the effectiveness of internal control and audit systems, and ensure the independence of external auditors. Its scope is governed by the Polish Act on Statutory Auditors, Audit Firms, and Public Oversight, as well as the Best Practices of GPW Listed Companies.

The committee is composed of members appointed by the Supervisory Board, with terms aligned with the board's tenure. Key responsibilities include reviewing annual and interim financial statements, recommending the selection of audit firms, and discussing critical audit findings with management and external auditors. To fulfill these duties, the committee is granted broad powers to demand documentation and explanations from the company without mediation from the full Supervisory Board. It also maintains the authority to hire external experts at the company's expense.

Operational guidelines mandate that the committee meet at least four times per year. Meetings are convened by the Chairperson, with provisions for electronic notification and emergency sessions. Decisions are made via resolutions passed by an absolute majority of votes, with the Chairperson holding a tie-breaking vote. The committee is required to provide regular updates and an annual written report of its activities to the Supervisory Board to facilitate the board's year-end assessment of the company. Administrative support and operational costs are borne entirely by PCF Group S.A.

The Supervisory Board Regulations of PCF Group S.A., adopted by the General Meeting on June 28, 2022, establish the organizational framework and operational procedures for the company’s oversight body. Operating under the Polish Commercial Companies Code and the company’s Articles of Association, the Board is tasked with continuous supervision of all areas of the company's activities. The scope of the document covers the internal governance, composition, and specific duties of Board members within the context of a publicly traded entity on the Warsaw Stock Exchange.

Key findings detail the Board's reporting obligations, which include submitting an annual report to the General Meeting. This report must evaluate the company’s consolidated standing, internal control systems, risk management, and compliance functions. Furthermore, the Board is required to assess the company’s adherence to corporate governance principles and diversity policies, specifically regarding gender, education, and professional experience. Board members are held to a professional standard of care and must disclose any conflicts of interest or significant ties to shareholders holding at least 5% of total votes.

Procedural rules stipulate that the Board must meet at least once per quarter. Meetings can be conducted in person, via remote communication, or through written circulation. Resolutions are passed by an absolute majority of votes, with the Chairperson holding a tie-breaking vote. The regulations also mandate the formation of an Audit Committee, consisting of at least three members, the majority of whom—including the Chairperson—must meet statutory independence and competency requirements in accounting or auditing. While the Audit Committee is mandatory, the Board retains the authority to establish additional specialized committees, such as those for nominations and remunerations.

The Management Board of PCF Group S.A., a Warsaw-based game development studio, issued a formal notice to convene an Ordinary General Meeting of Shareholders on June 28, 2022. The primary purpose of the meeting is to review and approve the company’s financial performance for the fiscal year ending December 31, 2021, and to address several strategic corporate governance initiatives.

The agenda includes the presentation and approval of the standalone and consolidated financial statements for 2021, the distribution of profits, and the granting of discharge to members of the Management and Supervisory Boards. Significant strategic items on the agenda involve authorizing the Management Board to acquire treasury shares, establishing a reserve capital for a share buyback program, and introducing a Long-Term Incentive Plan for key personnel. Furthermore, the meeting will address a conditional share capital increase through the issuance of Series E shares and Series C subscription warrants, involving the exclusion of existing shareholders' pre-emptive rights to facilitate these new issuances on the Warsaw Stock Exchange.

The scope of the meeting covers the entirety of the PCF Group capital offshore and domestic operations for the 2021 period. At the time of the announcement, the company’s share capital was 599,004.52 PLN, divided into 29,950,226 ordinary bearer shares, with each share entitling the holder to one vote. The registration date for participation was set for June 12, 2022. While the company confirmed that the proceedings would be broadcast online in Polish and English, it explicitly stated that electronic voting or remote active participation would not be permitted. The document outlines strict procedural requirements for shareholder identification, proxy representation, and the submission of draft resolutions, adhering to the Polish Commercial Companies Code.

The Ordinary General Meeting of PCF Group S.A., held on June 28, 2022, formalized the company’s financial and operational performance for the 2021 fiscal year. The group achieved a consolidated net profit of PLN 61.33 million, while the parent unit reported a net profit of PLN 41.75 million. Shareholders approved a dividend distribution of PLN 0.27 per share, totaling PLN 8.09 million, with the remaining PLN 33.67 million allocated to reserve capital to bolster the company’s financial stability. To further enhance shareholder value, the assembly authorized a share buyback program for up to 500,000 treasury shares over a five-year period, supported by a dedicated PLN 50 million reserve fund.

Governance and leadership structures underwent significant updates during the meeting. Following the discharge of the Management and Supervisory Boards for their 2021 duties, the assembly reappointed key members to the Supervisory Board for a second term and updated the board’s internal regulations. These amendments modernize administrative procedures by shortening meeting notice periods to seven days and formalizing electronic communication as the primary method for notifications and voting. These changes aim to increase the agility of the board’s decision-making processes while ensuring that minutes and records are centrally managed by the legal department.

The meeting also reinforced the company’s commitment to rigorous oversight and corporate governance. New regulations for the Supervisory Board and the Audit Committee emphasize professional diligence, independence, and the management of conflicts of interest. The Audit Committee must maintain at least three members, with a majority meeting statutory independence and professional competency requirements in accordance with the Act on Statutory Auditors. These structural refinements, alongside updated reporting requirements regarding diversity policies and internal controls, align the company’s governance framework with modern regulatory standards and best practices for publicly traded entities.

The ownership structure of PCF Group S.A., the parent company of the People Can Fly development studio, remains concentrated among its core leadership and founders as of the Ordinary General Meeting held on June 28, 2022. Sebastian Wojciechowski maintains a dominant position in the company’s governance, holding 14,969,480 votes. This stake represents 49.98% of the total voting rights in the company and accounted for a significant 67.64% majority of the votes present at the specific meeting.

The remaining major voting blocks are held by three other key individuals, each controlling between 6% and 9% of the total voting power. Bartosz Kmita holds 2,579,910 votes, representing 8.61% of the total and 11.66% of the votes at the assembly. Krzysztof Dolaś and Bartosz Biełuszko hold nearly identical stakes, with Dolaś controlling 6.07% of total votes and Biełuszko controlling 6.04%. At the meeting, these holdings translated to 8.21% and 8.17% of the active votes, respectively.

This disclosure, mandated by Polish public offering regulations, confirms that these four shareholders collectively represent the vast majority of the decision-making power within the Warsaw-based organization. The data reflects the internal distribution of influence at a fixed point in time during the 2022 fiscal year, highlighting a stable leadership-led equity structure where the CEO and key partners retain firm control over corporate resolutions and strategic direction.

The Ordinary General Meeting of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, finalized the allocation of its net financial results for the 2021 fiscal year on June 28, 2022. Following a formal resolution, the company designated a total of 8,086,561.02 PLN from its post-tax profits to be distributed among its shareholders as a dividend. This decision reflects the company's financial performance during a period marked by the continued operation and expansion of its global development capabilities.

The distribution equates to a dividend of 0.27 PLN per share, applicable to the 29,950,226 shares currently eligible for such payments. To facilitate this process, the governing body established July 8, 2022, as the official dividend date, which serves as the deadline for determining shareholder eligibility. The actual disbursement of funds to investors was scheduled for completion on August 3, 2022.

This financial action adheres to the regulatory requirements set forth by the Polish Minister of Finance regarding current and periodic information provided by securities issuers. By opting for a direct profit distribution, the group demonstrates a commitment to shareholder returns following the 2021 fiscal cycle. The scope of this announcement is limited to the corporate financial activities of the Polish entity and its immediate obligations to its investor base regarding the specific earnings generated during the previous calendar year.

The Management Board of PCF Group S.A., the Warsaw-based parent company of the game development studio People Can Fly, formally announced a significant modification to the agenda of its Ordinary General Meeting held on June 28, 2022. During this session, the assembly elected to withdraw three specific items from consideration that were originally intended to establish a long-term incentive structure for the company. This regulatory filing, issued in accordance with Polish financial transparency laws, details the suspension of corporate actions regarding the group’s capital structure and employee compensation strategies.

The withdrawn items included the adoption of a Multi-Year Incentive Program designed for key personnel within the company and its capital group, as well as a resolution for a conditional increase in share capital through the issuance of Series E ordinary shares. Additionally, the assembly removed a proposal concerning the issuance of Series C subscription warrants, which would have involved waiving pre-emptive rights for existing shareholders and seeking the admission of new shares to the regulated market on the Warsaw Stock Exchange.

This shift in the meeting’s scope was initiated by a specific group of major shareholders, including Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś. Acting as parties to a pre-existing shareholder agreement, these individuals utilized their rights under the Commercial Companies Code to propose an amended agenda that deleted the resolutions pertaining to the incentive program. The decision reflects a strategic pause or pivot in the company’s approach to equity-based compensation and capital expansion during the mid-2022 period, specifically affecting the governance and financial planning of the People Can Fly capital group.

Current Report No. 17/2022 details the appointment of new members to the Supervisory Board of PCF Group S.A., a Warsaw-based video game developer. Following the resignation of the previous board members effective upon the approval of the 2021 financial statements, the Ordinary General Meeting appointed Dagmara Zawadzka and Jacek Pogonowski to the board on June 28, 2022. Their second joint term officially commenced on June 29, 2022. Both appointees meet the independence criteria established by the Act on Statutory Auditors, Audit Firms, and Public Oversight, qualifying them for roles within audit committees.

Dagmara Zawadzka brings extensive financial and strategic experience, having held leadership roles at Centralny Port Komunikacyjny, Bank Gospodarstwa Krajowego, and PKP Intercity. Her background includes significant expertise in M&A and IPO transactions from her time at PricewaterhouseCoopers and BRE Corporate Finance. She is a Chartered Financial Analyst with specialized knowledge in accounting and financial auditing. Jacek Pogonowski offers a deep background in private equity and investment banking, serving as a partner at V4C Eastern Europe and V4C Poland Plus. His career includes executive roles at Erste Investments and foundational experience at Arthur Andersen.

The scope of these appointments is centered on the corporate governance of PCF Group S.A. within the Polish regulatory framework. Both members have declared that they do not engage in activities competitive to the company, nor are they listed in the Register of Insolvent Debtors. These appointments ensure the company maintains compliance with legal requirements for independent oversight and financial expertise during its second board term.

The regulations adopted by the Supervisory Board of PCF Group S.A. on June 1, 2022, establish the formal framework for shareholder participation in General Meetings via electronic communication. This governance framework, based on the Polish Commercial Companies Code, enables remote bilateral real-time communication, text-based interaction, and electronic voting. The scope of these rules applies to all shareholders and proxies of the Warsaw-based gaming company, covering procedural requirements for identity verification, technical standards, and data protection protocols.

To participate remotely, shareholders must notify the company at least five business days before the meeting, providing scanned identification documents and a formal declaration. The verification process involves cross-referencing applicant data with the list of authorized shareholders provided by the National Depository for Securities (KDPW). Once verified, participants receive encrypted login credentials and detailed instructions at least two days before the event. The company provides a technical support hotline and a testing window one day prior to the meeting to ensure platform compatibility.

The regulations emphasize that remote participants hold the same rights as those physically present, including the right to propose resolutions, join discussions, and formalize objections. However, the legal burden of technical risks—such as internet connectivity issues or hardware incompatibility—rests with the shareholder. The company maintains the right to call technical breaks if disruptions occur on its end. Personal data processing is conducted in compliance with GDPR, specifically for the purposes of maintaining legally required attendance lists and meeting minutes.

PCF Group S.A. experienced a period of strategic transition and financial growth during the first half of 2022, characterized by a shift toward a dual-track business model of work-for-hire and self-publishing. Operating primarily out of Poland with an expanding international presence in North America and Europe, the group reported a 17% year-over-year increase in consolidated revenue to 90.6 million PLN. While the work-for-hire segment remained the dominant revenue driver—accounting for over 75% of income through partnerships with major publishers like Square Enix—the period was marked by the pivotal decision to transition Project Dagger to a self-publishing model following the termination of a development agreement with Take-Two Interactive.

Financial performance remained robust, with net profit rising to 25.5 million PLN, supported by favorable exchange rate fluctuations and the utilization of "IP Box" tax relief. However, operating profit faced pressure from a 64% surge in administrative expenses as the group scaled its global back-office infrastructure. The group’s balance sheet reflected intensive investment in future growth, evidenced by a 161% increase in intangible assets stemming from self-funded R&D and the development of the proprietary PCF Framework. Despite these investments leading to negative investment cash flows, the group maintained high liquidity with 92.7 million PLN in cash reserves.

Operational risks center on high revenue concentration and the inherent volatility of the AAA gaming market. The group remains heavily dependent on a limited number of publishing partners, and the lack of royalties from Outriders during this period underscores the challenge of recouping high production costs. Furthermore, the group faces significant wage pressures and competition for specialized talent. Governance is characterized by a high concentration of power, with the CEO and a small group of founding shareholders controlling over 70% of voting rights. While the conflict in Ukraine and currency volatility present ongoing macroeconomic uncertainties, management maintains that the group’s financial position is secure as it advances its multi-project pipeline toward 2024.

These resolutions, adopted by the Supervisory Board of PCF Group S.A. on June 1, 2022, serve to formally evaluate and endorse the company's financial performance and strategic initiatives for the 2021 fiscal year. The primary purpose of these actions is to provide necessary oversight and recommendations to the Annual General Meeting scheduled for June 28, 2022. The scope of the documentation covers the individual performance of PCF Group S.A. and the consolidated results of its capital group for the period ending December 31, 2021.

Key financial findings include a positive assessment of the consolidated net profit, which reached 61.3 million PLN, and a consolidated total asset value of 316.7 million PLN. On an individual basis, the parent company reported a net profit of 41.8 million PLN. Based on these results, the Supervisory Board approved a management proposal to distribute 8.1 million PLN as dividends, equating to 0.27 PLN per share, while allocating the remaining 33.7 million PLN to supplementary capital.

Beyond financial auditing, the Board issued favorable opinions on several corporate governance and strategic expansion projects. These include the implementation of a Long-Term Incentive Program for key personnel, the authorization for a share buyback program, and a conditional share capital increase through the issuance of Series E shares and Series C subscription warrants. The Board also formally recommended granting discharge to the President of the Management Board, Sebastian Wojciechowski, for his duties during the 2021 financial year, ensuring compliance with the Best Practices of GPW Listed Companies 2021.