PCF Group

Game Co.

601 documents

Documents

Zasady Prowadzenia Procesu Budowy Księgi Popytu oraz Subskrypcji

The primary aim is to delineate PCF Group S.A.’s structured, non‑promotional procedure for constructing a demand book and privately placing up to 6 670 000 Series H ordinary shares, each with a nominal value of 0.02 PLN. The capital raise targets roughly 20 million PLN, equivalent to about 15.65 % of the company’s total share capital and voting rights, and is confined to qualified investors who maintain a brokerage relationship with Trigon Dom Maklerski and satisfy defined asset or qualification thresholds. Investors from Russia and Belarus are expressly excluded. A “right of first refusal” is granted to shareholders holding at least 0.25 % of the company (minimum 89 851 shares) as of the Preference Day on 31 July 2025, with entitlement calculated proportionally to existing holdings and rounded down. The offering size may vary between one and the full 6 670 000 shares, with pricing determined after a book‑building window from 6 to 11 August 2025 based on investor price declarations. Allocation is ordered by declared price, submission timing and quantity, while non‑qualified participants may join only through pre‑allocated tranches of at least €100 k or by meeting specific exemption criteria. The process culminates with a board resolution on 11 August, subscription agreements and payment by 14 August, followed by dematerialisation of the securities. Payment must be made in full; partial remittances result in forfeiture of allocation. Investors using bank channels may incur fees, whereas non‑qualified investors are required to block the entire subscription amount in a Trigon DM investment account and transfer it only after signing the subscription agreement. Upon closure of the subscription period, the shares

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PCF GroupAug 2025

Legal

Raport Biezacy Nr 23/2025

The announcement initiates the demand‑book building process for up to 6 670 000 Series H ordinary shares of PCF Group S.A., intended to raise roughly 20 million PLN through one or several issuances within the company’s target capital. The Board has defined the procedural rules, the subscription agreement with Trigon Dom Maklerski S.A. and Trigon Investment Banking, and the preference date of 31 July 2025, after which the offer and potential admission of the shares to trading on the Warsaw Stock Exchange will follow if regulatory conditions are satisfied. The offering is limited to offshore transactions outside the United States and other jurisdictions where registration would be required, relying on Regulation S exemptions or comparable registration‑exempt provisions. Only qualified investors—European Economic Area qualified investors, UK professional investors, high‑net‑worth entities, or U.S. qualified institutional buyers under Rule 144A—may participate. A lock‑up agreement restricts the significant shareholder, Sebastian Wojciechowski, from disposing of existing holdings until 31 December 2027, while allowing him to subscribe for up to 5 million PLN of the new shares, not exceeding 50 % of the total issue. The Board’s strategic rationale emphasizes stabilising short‑term liquidity, securing working‑capital for ongoing “work‑for‑hire” contracts, and enabling orderly expansion while maintaining operational flexibility. The schedule of contract revenues is projected to generate quarterly cash flows that, together with disciplined cost management, should gradually restore operating profitability. All information is presented solely for informational purposes, complies with EU Market Abuse Regulation Article 17.1 and the Prospectus Regulation, and is not an offer, solicitation, or promotional material. Distribution is prohibited in the United States, Australia, Canada, Japan, South Africa and any jurisdiction where such dissemination would breach securities law.

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PCF GroupAug 2025

Legal

Załącznik do raportu bieżącego nr 22/2025: Treść zmienionych postanowień statutu spółki PCF Group S.A.

The amendment introduces a new provision authorising the Management Board to raise the share capital by up to 215 641,62 zł, corresponding to a maximum issue of 10 782 081 ordinary bearer shares with a nominal value of 0,02 zł each. The authorisation is limited to three years from the registration of the amendment and includes the possibility of issuing subscription warrants for the same number of shares, with the exercise deadline coinciding with the expiry of the authorisation. Shares issued under this “target capital” may be paid for in cash or in‑kind and will participate in dividends according to the timing of their registration on the securities account, as detailed in two specific dividend‑eligibility rules. The amendment also restructures the governance framework. The Management Board may now consist of one or more members, with the Supervisory Board determining its size; members serve a common three‑year term and are appointed and dismissed by the Supervisory Board. Decision‑making within the Board requires a simple majority, while a tie is resolved by the President’s vote. Remuneration for Board members is set by Supervisory Board resolution, and additional compensation may be granted for consulting services related to game development. The Board may grant only joint powers of attorney, which require unanimous consent, and any issuance of shares or warrants must receive Supervisory Board approval for pricing decisions. Further changes affect the Supervisory Board, expanding its composition to five‑seven members appointed by the General Meeting and introducing a mandatory audit committee whenever the company is classified as a public interest entity. The audit committee must comprise at least three members, the majority of whom must meet independence criteria. A co‑optation mechanism is added to allow the Supervisory Board to fill vacancies temporarily, with the General Meeting required to confirm co‑opted members within thirty days. Overall, the statutory revisions aim to provide the company with flexible capital‑raising tools, clarify dividend rights for newly issued shares, and modernise corporate governance by defining board structures, voting procedures, remuneration, and audit oversight. The scope is limited to PCF Group S.A., a Polish joint‑stock company, and the changes become effective upon registration in the National Court Register.

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PCF GroupJul 2025

Legal

Raport Bieżący Nr 22/ 2025

The filing serves to notify that the articles of association of PCF Group S.A., a Warsaw‑based joint‑stock company, were formally registered on 11 July 2025 by the XIII Commercial Division of the National Court Register. The registration follows resolutions passed at the Ordinary General Meeting on 23 June 2025 (resolutions 16/06/2025, 17/06/2025 and 18/06/2025) and complies with § 5 (1) and § 6 of the Minister of Finance’s 29 March 2018 regulation governing continuous and periodic disclosures by securities issuers. Amended provisions include the insertion of § 5¹ and § 14 (3), revisions to §§ 13, 16, 18 (1) and 21, and the adoption of a unified text of the statutes that incorporates all changes except the newly added § 5¹. The new § 5¹ specifically authorises the Management Board to increase the share capital within the target capital framework and to issue subscription warrants that confer rights to subscribe for shares issued under that framework. It also permits the Board, with Supervisory Board consent, to partially or wholly exclude existing shareholders’ pre‑emptive rights in relation to those shares or warrants. The scope is limited to corporate governance matters of a single Polish listed entity, covering statutory amendments enacted in June 2025 and recorded in July 2025. No empirical methodology is involved; the report merely documents the legal registration process and the substantive content of the statutory revisions.

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PCF GroupJul 2025

Legal

Formularz Pozwalający na Wykonanie Prawa Głosu Przez Pełnomocnika

PCF Group S.A. has established a strategic framework for its Annual General Meeting scheduled for June 23, 2025, focusing on financial recovery and capital restructuring following a challenging 2024 fiscal year. The company reported a net loss of 228.6 million PLN, with a consolidated group loss of 175.3 million PLN, prompting a proposal to cover these deficits entirely through supplementary capital. To stabilize the company’s financial position and ensure future growth, the leadership seeks to implement an "authorized capital" mechanism. This provision would empower the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of over 10.7 million new shares or subscription warrants over a three-year period. The primary objective of this capital flexibility is to secure expedited financing for the self-publishing of major video game projects, specifically Victoria (Lost Rift) and Bifrost. While the proposal allows for the exclusion of existing shareholders' pre-emptive rights to facilitate rapid fundraising, a priority right is maintained for investors holding at least 0.25% of the company to prevent excessive dilution. These financial maneuvers are paired with significant governance reforms, including stricter oversight of intellectual property disposals and financial liabilities exceeding 10% of equity. Governance updates also include a restructuring of the Management and Supervisory Boards, defining three-year joint terms and establishing a mandatory audit committee. The shareholding structure remains anchored by Sebastian Wojciechowski, who holds the largest stake in the company. By formalizing these protocols for board representation, co-option, and dividend advances, the company aims to enhance operational transparency and fiscal agility as it navigates its current recovery phase and transitions toward a self-publishing model for its upcoming titles.

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PCF GroupJun 2025

Legal

Pełnomocnictwo do udziału w Zgromadzeniu

This legal instrument serves as a formal power of attorney for shareholders of PCF Group S.A., a prominent Polish video game developer and publisher. Its primary purpose is to facilitate legal representation and the exercise of voting rights during the company’s Ordinary General Meeting scheduled for June 22, 2021. The scope of the document is limited to this specific corporate event, providing a standardized framework for both individual and institutional investors to delegate their authority to a designated proxy. The authorization grants the proxy comprehensive powers to participate in the proceedings, cast votes based on the shareholder's equity stake, and perform all necessary administrative actions. This includes the ability to submit statements, provide explanations, and file motions required to fulfill the mandate of the representation. The document requires the disclosure of sensitive identification data, including passport or national ID numbers, residential or registered office addresses, and PESEL numbers for Polish citizens, ensuring a verifiable audit trail for corporate governance purposes. Methodologically, the document functions as a standardized template to ensure compliance with Polish commercial law and the company’s internal statutes. By formalizing the proxy process, PCF Group S.A. ensures that its decision-making processes remain valid even when shareholders cannot attend in person. This mechanism is critical for maintaining the legal continuity of the firm’s operations, particularly regarding the approval of financial statements, management board discharges, and other statutory resolutions typical of an annual general meeting in the gaming industry.

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PCF GroupJun 2025

Legal

List of Shareholders Holding at Least 5% of Votes at the Ordinary General Meeting of PCF Group S.A. on June 23, 2025

The filing serves to disclose all shareholders of PCF Group S.A. who control at least five percent of the voting rights at the ordinary general meeting held on 23 June 2025, in compliance with Article 70(3) of the Polish Public Offering Act. The disclosure is intended to provide transparency on the distribution of voting power among major stakeholders and to satisfy regulatory reporting obligations for a publicly listed entity headquartered in Warsaw. The voting record shows a highly concentrated ownership structure. Individual shareholder Sebastian Wojciechowski commanded 14 989 480 votes, representing 41.71 % of the total voting pool and 58.30 % of the votes cast at the meeting, establishing him as the dominant decision‑maker. Corporate investor Krafton Inc. held 3 594 028 votes, equivalent to 10.00 % of total votes and 13.98 % of meeting votes, positioning it as the largest institutional holder. Additional shareholders each surpassed the five‑percent threshold: Nationale‑Nederlanden Otwarty Fundusz Emerytalny with 1 800 000 votes (5.01 % total, 7.00 % meeting), Krzysztof Dolaś with 1 808 609 votes (5.03 % total, 7.03 % meeting), and Bartosz Kmita with 1 761 741 votes (4.90 % total, 6.85 % meeting). Bartosz Biełuszko also appeared near the threshold with 1 757 178 votes (4.89 % total, 6.83 % meeting). Overall, the data indicate that more than half of the voting influence resides with a single individual, while the remaining significant blocs are split among a corporate investor, a Dutch pension fund, and a

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PCF GroupJun 2025

Legal

Informacja o Przetwarzaniu Danych Osobowych Akcjonariuszy PCF Group S.A. oraz Ich Pełnomocników i Przedstawicieli

This legal notification outlines the protocols for processing personal data belonging to shareholders, proxies, and representatives of PCF Group S.A., a prominent Polish game development studio. Established in accordance with the European Union’s General Data Protection Regulation (GDPR), the document defines the company’s role as the data controller and details the administrative framework for managing sensitive investor information. The scope of data collection includes identities, shareholding status, voting rights, and contact details, primarily sourced from the National Depository for Securities (KDPW) or provided directly by individuals to facilitate participation in General Meetings. The primary purpose of data processing is to fulfill statutory obligations under the Polish Commercial Companies Code and the Act on Public Offerings. These activities include maintaining attendance lists, verifying representation rights, and issuing regulatory reports. Additionally, the company asserts a legitimate interest in processing data for security via video monitoring, handling legal disputes, and managing investor communications. Data may be shared with other shareholders during the inspection of meeting lists or with third-party service providers, including cloud storage entities located outside the European Economic Area, provided standard contractual clauses are in place. Retention periods are strictly defined, with shareholder data maintained for the duration of their investment status and extended as necessary for legal claims or accounting compliance. Video monitoring records are kept for a maximum of three months. While providing data is voluntary, it is a prerequisite for exercising shareholder rights and participating in corporate governance. The notification confirms that individuals retain rights to access, rectify, or object to data processing and clarifies that no automated decision-making or profiling is utilized in these administrative procedures.

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PCF GroupJun 2025

Legal

Raport bieżący nr 20/2025

The filing serves to disclose the resolutions adopted by the Ordinary General Meeting of PCF Group S.A. held on 23 June 2025, fulfilling the continuous disclosure obligations imposed by Polish financial regulation. The report, prepared on the same date, references the legal foundation in § 19 paragraph 1 point 6 of the Minister of Finance’s Regulation of 29 March 2018, which governs the transmission of current and periodic information by issuers of securities and the criteria for treating such information as equivalent to statutory disclosures in non‑EU jurisdictions. The Board of Directors of PCF Group S.A., headquartered in Warsaw, attaches the full text of the resolutions passed at the meeting, thereby ensuring transparency for shareholders and market participants. The scope of the disclosure is limited to the corporate governance actions of a single listed entity, with no broader geographic or sectoral analysis. The time frame is confined to the specific meeting date, and no statistical data or quantitative performance metrics are presented. Methodologically, the report follows a standard regulatory template, providing a concise narrative of the meeting outcomes without supplementary surveys or external data sources. By submitting the resolutions through this formal channel, PCF Group S.A. complies with the statutory requirement for timely communication of material corporate decisions, reinforcing its commitment to market integrity and investor information standards.

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PCF GroupJun 2025

Legal

Resolutions Adopted at the Ordinary General Meeting of PCF Group S.A. with Headquarters in Warsaw on June 23, 2025

PCF Group S.A. concluded its 2024 fiscal year facing significant financial headwinds, reporting a standalone net loss of 228.6 million PLN and a consolidated net loss of 175.3 million PLN. During the Ordinary General Meeting held on June 23, 2025, shareholders moved to address these deficits by utilizing the company’s supplementary capital to cover the full standalone loss. Despite these financial challenges, the assembly signaled confidence in leadership by granting discharge to all members of the Management and Supervisory Boards for their performance during the preceding year. To stabilize the company’s financial position and support its long-term growth strategy, a significant amendment to the Articles of Association was adopted, establishing an authorized capital framework for the next three years. This provision empowers the Management Board to increase share capital by up to 215,641.62 PLN through the issuance of over 10.7 million new shares or subscription warrants. This mechanism is specifically designed to provide flexible funding for ongoing game development and the self-publishing of Project Victoria, also known as Lost Rift. Crucially, the Board now holds the authority to exclude existing shareholders' pre-emptive rights with Supervisory Board approval to expedite capital raises. The governance structure has also been tightened to ensure more rigorous oversight of the company’s intellectual property and financial commitments. New statutory amendments mandate that the Management Board obtain Supervisory Board consent for any financial liabilities exceeding 10% of equity or the permanent disposal of game-related intellectual property rights. These changes, alongside the formalization of a three-year joint term for board members and the establishment of an audit committee, reflect a strategic shift toward disciplined financial management and the protection of core assets as the company navigates its transition into self-publishing and expanded software development.

investment mergers-acquisitions europe+1

PCF GroupJun 2025

Legal

Schemat Wewnętrznego Podziału Zadań i Odpowiedzialności Pomiędzy Członków Zarządu PCF Group S.A.

The internal division of tasks and responsibilities within PCF Group S.A. establishes a governance framework aligned with the Best Practice for GPW Listed Companies 2016. The primary purpose of this structure is to define the legal and operational accountability of the management board in relation to the company’s diverse business activities. At the time of drafting, the management board consists of a single member, the President of the Management Board, who holds comprehensive authority over all judicial and extrajudicial activities of the company. The scope of responsibility covers the entirety of the Group’s operations, including strategic management, financial oversight, and legal and accounting compliance. Specific emphasis is placed on the President’s role in driving growth through M&A transactions and the acquisition of new production and publishing contracts for video games. Operational duties extend to the planning and supervision of production activities, the management of development teams, and the establishment of new production units. Furthermore, the President maintains critical relationships with licensors and oversees the internal audit function, including the appointment of auditors and reporting on audit results. While the President currently exercises sole authority, the framework is designed to accommodate future expansions of the board. The board operates under the regulations approved by the Supervisory Board and remains subject to limitations established by the Commercial Companies Code, the Company’s Articles of Association, and resolutions from both the Supervisory Board and the General Meeting. This structure ensures that all aspects of the game development lifecycle—from initial team formation to final publishing agreements—are under direct executive supervision within a regulated corporate governance environment.

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PCF GroupJun 2025

Legal

Current Report No. 19/2025: Notice of Significant Shareholding in PCF Group S.A.

The filing serves to inform stakeholders of a statutory change in the ownership structure of PCF Group S.A., a publicly listed company headquartered in Warsaw. On 20 June 2025, Bartosz Kmitę submitted a notification under Article 69 of the Polish Public Offering Act, indicating an alteration in his equity stake and the corresponding voting power within the company’s capital. The notification, attached to the current report, fulfills the legal requirement set out in Article 70, paragraph 1, of the same Act, which mandates disclosure of significant shareholdings for entities trading on organized markets. The disclosure confirms that a major shareholder has adjusted his position, though the precise magnitude of the shareholding change and the resulting shift in voting rights are not quantified in the brief. The communication is confined to the Polish jurisdiction, reflecting the regulatory framework governing public companies in Poland, and pertains specifically to the corporate governance segment of the financial services industry. No statistical data, comparative analysis, or broader market impact assessment is provided. The filing follows standard procedural practice for public companies, relying on statutory provisions rather than a survey or empirical methodology. Its primary purpose is to ensure transparency for investors and regulators by formally recording the change in a significant equity interest as of the stated date.

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PCF GroupJun 2025