PCF Group

The Management Board of PCF Group S.A., the Warsaw-based parent company of the People Can Fly development studio, has formally recommended a specific distribution of the net profit generated during the 2021 financial year. Following a resolution passed on June 1, 2022, the board proposed that a portion of the annual earnings be allocated to shareholders as a dividend, while the majority of the funds remain within the company to bolster its internal reserves. This recommendation aligns with the company’s established dividend policy and has received a positive opinion from the Supervisory Board.

The total net profit for the 2021 fiscal year amounted to 41,751,983.35 PLN. Under the proposed distribution plan, 8,086,561.02 PLN is earmarked for dividend payments, which equates to 0.27 PLN per share. This payout represents approximately 19.37% of the total net profit for the period. The remaining balance of 33,665,422.33 PLN is slated for transfer to the company’s supplementary capital. This strategy reflects a balanced approach between rewarding shareholders and maintaining significant liquidity for ongoing operations and future growth initiatives within the competitive game development sector.

The proposal includes a specific timeline for the execution of these payments, designating July 8, 2022, as the dividend record date and August 3, 2022, as the official payout date. These recommendations are subject to final approval by the Ordinary General Meeting of Shareholders. The disclosure follows standard regulatory requirements for publicly traded companies in the European Union regarding market abuse and transparency. This financial decision marks a significant milestone for the group following its 2021 performance, demonstrating its capacity for profitability and capital return in the global gaming market.

The Management Board of PCF Group S.A., operating under the People Can Fly brand, formalizes a proposal for the distribution of net profit generated during the 2021 fiscal year. Based on the standalone financial statements for the period ending December 31, 2021, the company achieved a total net profit of 41,751,983.35 PLN. This resolution outlines a strategic allocation of these funds, balancing direct shareholder returns with the reinforcement of the company’s internal capital reserves.

The proposal allocates 8,086,561.02 PLN for dividend payments to shareholders, which translates to a distribution of 0.27 PLN per share. The remaining balance of 33,665,422.33 PLN is designated for transfer to the company’s supplementary capital. This distribution strategy indicates a preference for retaining approximately eighty percent of the annual earnings to support future operations and financial stability, while still providing a liquidity event for investors.

Specific timelines for the execution of the dividend payment are established within the resolution, setting the dividend record date for July 8, 2022, and the subsequent payout date for August 3, 2022. The implementation of this profit distribution is subject to the evaluation of the Supervisory Board and final approval by the Ordinary General Meeting of Shareholders. This administrative action follows the legal requirements of the Polish Commercial Companies Code and the specific statutes of the Warsaw-based game development firm.

The professional profiles of Dagmara Zawadzka and Jacek Pogonowski detail extensive leadership experience across the financial, energy, and transportation sectors in Poland and international markets. Dagmara Zawadzka, a Chartered Financial Analyst, has held high-level executive roles including Director of the Aerotropolis and Development Division at Centralny Port Komunikacyjny and Managing Director at Bank Gospodarstwa Krajowego, where she oversaw banking product sales for strategic clients and led the London representative office. Her background includes significant restructuring and financial oversight roles at PKP Intercity and PKN Orlen, complemented by a foundational career in corporate finance advisory at PricewaterhouseCoopers and BRE Corporate Finance, focusing on mergers, acquisitions, and initial public offerings.

Jacek Pogonowski brings over three decades of experience in private equity and investment banking, currently serving as a Supervisory Board member and Chairman of the Audit Committee for PCF Group S.A. Since 2008, he has been a partner and director at V4C Eastern Europe and V4C Poland Plus. His career history includes leading mergers and acquisitions at Erste Investments and holding positions at IB Austria Financial Advisor and Arthur Andersen. Educated at St. John’s University and IESE Business School, his expertise centers on investment strategy and corporate governance.

Both individuals meet the legal independence criteria for audit committee members under Polish law. Their combined expertise spans strategic project management, financial reporting, and capital market transactions. The scope of these biographies covers professional activities from 1991 through 2021, highlighting a transition from advisory roles to senior executive and supervisory positions within major Polish state-owned enterprises and private investment funds.

This document establishes the formal regulations governing the organization and operations of the Supervisory Board of PCF Group Spółka Akcyjna, a Warsaw-based public company. It defines the board as a permanent supervisory body acting under the Polish Commercial Companies Code and the company’s statutes. The regulations outline the legal framework for board appointments, the personal performance of duties, and the requirement for members to maintain professional diligence while prioritizing the company's interests and financial stability.

Key provisions detail the board's extensive oversight competencies, including the mandatory preparation of an annual report for the General Meeting. This report must evaluate internal controls, risk management, compliance, and diversity policies, while also disclosing the independence of members and any significant ties to major shareholders (those holding at least 5% of votes). The regulations impose strict ethical standards, requiring members to disclose conflicts of interest, refrain from voting on such matters, and maintain confidentiality regarding board proceedings.

Procedural rules specify that the board must meet at least once per quarter. Meetings can be conducted in person or via remote communication tools, provided real-time identification and participation are guaranteed. Resolutions are passed by an absolute majority, with the Chairperson holding a tie-breaking vote. The document also mandates the formation of an Audit Committee, requiring at least three members, the majority of whom—including the Chairperson—must be independent and possess relevant expertise in accounting or the company's specific industry. Administrative costs and support for the board's activities are borne entirely by the company.

The Management Board of PCF Group S.A., operating under the People Can Fly brand, formally convened its Ordinary General Meeting for June 28, 2022, in Warsaw. This regulatory announcement serves as a legal notification to shareholders and the public regarding the governance and financial oversight of the company following the 2021 fiscal year. The meeting's primary function is to review and approve the financial performance and corporate conduct of the group for the period ending December 31, 2021.

Key agenda items include the evaluation of the standalone and consolidated financial statements, as well as the Management Board’s report on the activities of the PCF Group Capital Group. Central to these proceedings is the Supervisory Board’s assessment of the 2021 financial results and the formal proposal regarding the distribution of net profit. The meeting also addresses executive governance through the presentation of remuneration reports for members of the Management and Supervisory Boards, supported by an independent auditor’s assurance report.

Beyond financial approvals, the scope of the meeting encompasses organizational and leadership updates. This includes the consideration of professional biographies for candidates nominated as independent members of the Supervisory Board and the adoption of a consolidated text for the Regulations of the Supervisory Board. These actions align with the Best Practice for GPW Listed Companies 2021, ensuring transparency in corporate governance. The announcement confirms that comprehensive annual reports and auditor opinions have been made available through the company’s investor relations portal and its physical headquarters to facilitate informed shareholder participation.

The Supervisory Board of PCF Group S.A. issued a formal evaluation of the company’s financial performance and management activities for the fiscal year ending December 31, 2021. The primary purpose of the report is to validate the accuracy of the financial statements and provide recommendations to the General Meeting regarding the approval of these results and the distribution of profits. The scope covers both the individual standing of PCF Group S.A. and the consolidated performance of its entire Capital Group.

Key financial data for the 2021 period shows that PCF Group S.A. achieved a standalone net profit of 41.75 million PLN, with total assets valued at 256.88 million PLN and a net cash flow increase of 57.80 million PLN. On a consolidated basis, the Capital Group reported a significantly higher net profit of 61.33 million PLN and total assets of 316.69 million PLN. The Supervisory Board confirmed that these figures were prepared in accordance with International Financial Reporting Standards as adopted by the European Union and accurately reflect the company's financial reality.

Regarding profit allocation, the Board endorsed the Management Board’s proposal to distribute the 41.75 million PLN standalone net profit by issuing a dividend of 0.27 PLN per share, totaling approximately 8.09 million PLN. The remaining 33.67 million PLN is slated for transfer to the company’s supplementary capital. The Board concluded that the management reports provide a transparent view of the Group’s development, achievements, and risk factors, meeting all legal requirements for public securities issuers. The evaluation was based on a review of internal accounting books, management reports, and the findings of an independent auditor's report.

The 2021 fiscal year marked a significant period of financial expansion and structural formalization for PCF Group S.A. following its transition to a public entity on the Warsaw Stock Exchange. Executive compensation during this period was characterized by a multifaceted structure designed to align leadership incentives with long-term corporate strategy. The Chief Executive Officer received a total remuneration of approximately 1.56 million PLN, representing an 18% increase over the previous year. This compensation was primarily derived from production consultancy services and roles within international subsidiaries rather than a traditional base salary, which remained modest at 4,000 PLN gross per month. Supervisory Board members received fixed monthly fees supplemented by additional compensation for specialized committee roles and technical production services.

The company’s financial performance provided a robust backdrop for these compensation levels, as Group net profit surged by 149.5% to reach 61.3 million PLN. This growth was mirrored in the broader workforce, where average employee salaries rose by nearly 17% to 115,781 PLN. Despite the significant increase in profitability and executive pay, the company maintained a conservative approach to variable incentives, opting not to grant or offer any financial instruments or stock-based compensation to board members during the 2021 period. Furthermore, no clawback provisions were exercised, and the company reported total adherence to its established Remuneration Policy without any deviations.

Transparency and shareholder alignment remained central to the governance framework, with the company reporting no objections or questions from shareholders regarding prior remuneration discussions. Beyond direct financial compensation, executive benefits were limited to non-public medical packages. By linking management remuneration to the company’s evolving status as a global game developer and its strong fiscal health, the compensation structure aimed to ensure stability and continued growth within the competitive international gaming market.

This report details the activities and assessments of the Supervisory Board and Audit Committee of PCF Group S.A. (People Can Fly) for the 2021 fiscal year. The primary purpose of the document is to provide oversight of the company’s operations, financial reporting, and corporate governance in compliance with the Best Practice for GPW Listed Companies 2021. The scope covers the consolidated operations of the Warsaw-based game development group throughout 2021, including its transition following its 2020 initial public offering.

The Supervisory Board held four meetings in 2021 with an average attendance of 80% to 100%, passing 18 resolutions. Key actions included approving the acquisition of Game On Creative Inc., selecting an auditor, and evaluating the 2020 financial statements. The Audit Committee met six times, focusing on monitoring financial reporting processes, auditor independence, and internal control systems. While the Board positively assessed the company’s internal control model as adequate and effective, it noted that this evaluation was not based on formalized reports, as the company lacked dedicated Risk and Compliance Directors during the period.

A significant finding is the absence of a formalized internal audit department in 2021. The Audit Committee recommended that the Management Board establish a separate internal audit unit by 2023, explicitly advising against outsourcing this function to ensure better integration with operational and procurement processes. Regarding corporate governance, the Board concluded that the company fulfilled its information obligations and adhered to stock exchange regulations. Finally, the report confirms that PCF Group did not engage in any sponsoring or charitable activities during 2021, reporting zero expenditures in these categories.

PCF Group S.A. established a comprehensive strategic and financial framework for the 2021 fiscal year, centered on profit distribution, governance modernization, and long-term talent retention. The company reported a consolidated net profit of 61.3 million PLN and a standalone net profit of 41.8 million PLN. From these earnings, a dividend of 0.27 PLN per share was designated, representing nearly 20% of the standalone profit, while the remaining 33.7 million PLN was directed toward reserve capital to bolster future stability.

Governance reforms focused on aligning the company with Warsaw Stock Exchange best practices and the Act on Statutory Auditors. These updates included streamlining Supervisory Board operations through electronic voting and shortened notification timelines, alongside enhanced reporting requirements for diversity, ESG metrics, and internal control effectiveness. To ensure legal clarity regarding board mandates, the entire Supervisory Board resigned to facilitate a formal reappointment process for a second term, ensuring the inclusion of independent members and the discharge of duties for executive leadership.

A central pillar of the company’s forward-looking strategy involves the implementation of a Long-Term Incentive Plan active through 2031. This program is supported by a five-year share buyback authorization of up to 500,000 shares and a conditional capital increase involving the issuance of approximately 1.5 million Series C subscription warrants and Series E shares. By excluding pre-emptive rights for existing shareholders, the company aims to directly link the interests of key employees and associates with long-term value creation. This incentive structure allows the Board to set specific performance criteria and lock-up periods, ensuring that human capital remains a primary driver of strategic growth.

This corporate notification from PCF Group S.A., a Warsaw-based game development studio known as People Can Fly, details a strategic restructuring of its governing bodies conducted on May 31, 2022. The primary purpose of the action was to address legal ambiguities regarding the expiration of mandates for the Supervisory Board and the President of the Management Board. To avoid potential controversy over whether terms would naturally expire in 2022 or 2023, all current officials resigned effective as of the 2021 Annual General Meeting to facilitate an immediate transition into a second joint term.

The restructuring involved the resignation of five Supervisory Board members: Mikołaj Wojciechowski, Barbara Sobowska, Dagmara Zawadzka, Kuba Dudek, and Jacek Pogonowski. Following these resignations, a group of authorized shareholders—including Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś—exercised their personal rights under the company’s articles of association to appoint the new board. Mikołaj Wojciechowski was reappointed as Chairman, with Barbara Sobowska and Kuba Dudek also returning as members for the second term.

Simultaneously, Sebastian Wojciechowski resigned from his position as President of the Management Board and immediately reappointed himself to the same role for a new term, utilizing his personal shareholder rights. The professional profiles provided for the appointees highlight a leadership team with extensive backgrounds in law, venture capital, digital media, and finance. The appointees confirmed they hold no conflicting business interests and are not listed in the Register of Insolvent Debtors. This administrative maneuver ensures legal continuity and clarity for the company’s leadership as it moves past the 2021 fiscal year reporting period.

The management board of PCF Group S.A., operating under the People Can Fly brand, has formally adjusted the release schedule for its consolidated financial results covering the first quarter of 2022. This administrative update serves to notify investors and regulatory bodies of a three-day delay in the dissemination of the quarterly report. While the initial schedule established in January 2022 slated the publication for May 27, 2022, the revised timeline confirms that the financial data will now be made public on May 30, 2022.

This disclosure is issued in compliance with Polish financial regulations regarding periodic information provided by issuers of securities. The scope of the announcement is specific to the PCF Group Capital Group, a major international game development studio headquartered in Poland. The update focuses exclusively on the reporting timeline for the three-month period ending March 31, 2022, and does not provide preliminary financial figures or qualitative commentary regarding the company's operational performance during that timeframe.

The methodology for this change follows standard corporate governance protocols for companies listed on the Warsaw Stock Exchange. By referencing previous regulatory filings, the board ensures transparency in its communication with the capital markets. This brief adjustment reflects the procedural requirements of managing a publicly traded entity within the global video game industry, ensuring that all consolidated financial statements are finalized and reviewed before their official release to the public.

PCF Group demonstrated robust financial growth during the first quarter of 2022, characterized by a 63% year-over-year increase in sales revenues to PLN 50.4 million and a 78% rise in net profit to PLN 13.9 million. This performance was largely driven by the Work-for-Hire segment, which remains the primary engine for liquidity and profitability, contributing PLN 12.88 million to the bottom line. Despite the commercial success of Outriders, the Group had not yet received royalties for the title by March 31, 2022, as net proceeds had not yet recouped the publisher’s initial production and distribution costs.

The Group’s balance sheet remains strong, with total assets reaching PLN 344.7 million and a robust cash position of PLN 135.8 million. While operating costs rose to PLN 50.5 million due to the expansion of development structures and the integration of new subsidiaries such as Incuvo S.A. and Game On Creative, the Group maintained a high equity level of PLN 276 million. Strategic investments are increasingly directed toward the Self-publishing segment, which held nearly PLN 29 million in assets at the end of the period, reflecting a long-term shift toward independent intellectual property ownership.

Operational activities during this period focused on a diverse pipeline of projects, including Project Gemini, Project Dagger, and the Outriders Worldslayer expansion, alongside conceptual work on Project Victoria and Project Red. The Group continues to enhance its technical capabilities through the internal PCF Framework for Unreal Engine, emphasizing multiplayer and online service competencies. Despite broader geopolitical instability following the outbreak of war in Ukraine, operations and asset values remained unaffected, allowing the Group to continue its expansion through both organic growth and potential studio acquisitions.