Successfully proven, unique expertise in development of AAA games.
People Can Fly is a developer of: Painkiller (released 2004), Bulletstorm (released 2011) and Gears of War: Judgment (released 2013). People Can Fly develops games for PlayStation and Xbox consoles, PCs and streaming platforms.
Furthermore, in the course of its eight-years long partnership with the global game developer and publisher Epic Games, People Can Fly has cooperated on the development of such titles as: Gears of War, Gears of War 2, Gears of War 3, Unreal Tournament, Spyjinx and Fortnite.
PCF Group S.A. is currently working on 7 projects: Gemini, a new AAA game developed in partnership with global publisher Square Enix; Projects Dagger, Bifrost and Victoria to be released in the self-publishing model; one project in the concept phase – Red; as well as two projects in VR technology – Green Hell VR and Project Thunder – a new project based on one of the IPs from the Group’s portfolio.
In 2020 People Can Fly was awarded the “Forbes Diamonds” title – it is the Forbes magazine annual ranking of the fastest growing companies.
People Can Fly’s technology backbone is based on the Unreal Engine — a popular game development engine created by Epic Games. People Can Fly is one of the leading European studios using the Unreal Engine in game development.
In January 2023, the Group updated its strategy – the goal is to strengthen the Group’s publishing division and release most of our projects in the self-publishing model (Bifrost, Dagger, Victoria). Games published by PCF Group will use the Game-as-a-Service (GaaS) model. The Group plans to invest in new segments of the entertainment industry, as well as continue to expand its development teams.
In 2020, Game Informer, the largest gaming magazine worldwide, honored Outriders with a cover and a multi-column editorial. This means that three consecutive titles of the People Can Fly team: Bulletstorm, Gears of War: Judgment and Outriders, were published on the title page of this prestigious US magazine. People Can Fly is the only developer in Poland to ever achieve such distinction.
PCF Group (People Can Fly) will have a new 10% Shareholder — KRAFTON Inc., one of South Korea’s largest game publishers and developers
PCF Group shareholders have decided on an issue of shares to finance the updated development strategy of the People Can Fly Group
People Can Fly updates strategy, will focus on self-publishing. the group’s goal is to generate cumulative revenues of at least PLN 3.0 billion In 2023–2027
People Can Fly expects that its cooperation with Take-Two Interactive will come to an end; Project Dagger will strengthen PCF’s self-publishing plans
PCF Group S.A (People Can Fly) expands its VR competencies with a third acquisition of 2021
The strategic goal of the Group is to strengthen the People Can Fly brand and to become one of the leading independent development studios in the world, and from 2024, to achieve the goal of an every year release of a game produced in cooperation with a publisher or in self-publishing model. In terms of the developed games, People Can Fly aims to create ambitious and innovative AAA games and high-quality AA games.
The Group employs an international team of over 600 professionals, including a team of more than 400 game developers in 7 studios, located in Poland (Warsaw, Rzeszów, Katowice, Krakow), United Kingdom (Newcastle), USA (New York) and Canada (Montreal). Canadian studio Game On and Katowice-based Incuvo S.A. are part of the Group. This organizational structure gives People Can Fly better access to top game development professionals all over the world and the ability to develop at least two AAA games simultaneously.
The Management Board comprises one person – the Management Board President, appointed for a three-year term of office in 2022.
Sebastian Wojciechowski has been associated with People Can Fly since 2012. He holds the position of the Management Board President from 2019. Earlier, he was the Management Board Member since 2013 and the Management Board President since 2015 in PCF Group sp. z o.o. (the legal predecessor of PCF Group S.A.). He is a majority shareholder of PCF Group S.A.
The Supervisory Board is composed of five people, appointed for a joint three-year term of office in 2022.
Mikołaj Wojciechowski – Chairman of the Supervisory Board, Member of the Audit Committee
In 2017 Mikołaj Wojciechowski was Chairman of the Supervisory Board at PCF Group sp. z o.o. (the legal predecessor of PCF Group S.A.). He holds the position of Chairman of the Supervisory Board of PCF Group S.A. since November 2019.
Mikołaj Wojciechowski is an advocate and since 2010 he runs his own advocate’s practice in Warsaw. In the years 2006-2010 he did an advocate’s apprenticeship and worked as an apprentice advocate in the advocate office of Igor Magiera in Warsaw. In 2003 he graduated from the Law Faculty of the European University of Law and Administration in Warsaw.
Mikołaj Wojciechowski meets the criteria set out in Art. 129 sec. 5 of the Act on Statutory Auditors concerning knowledge and skills concerning the Company’s sector.
Jacek Pogonowski – independent Member of the Supervisory Board, Chairman of the Audit Committee
Jacek Pogonowski holds the position of member of the Supervisory Board of PCF Group S.A. since June 2020.
Jacek Pogonowski carries on a business activity under the business name Usługi Konsultingowe Jacek Pogonowski. Since 2008 he has been associated with the V4C Eastern Europe fund (formerly: Baring Central European Fund), and since 2018 also with the V4C Poland Plus fund, in which funds he is a partner and holds the position of a director. Since 1997 he has held the position of member of the Management Board of Erste Investments, where he headed the M&A department. Since 1995 he has worked in a branch of the Group Bank Austria in Poland – IB Austria Financial Advisor. He began his professional career at Arthur Andersen in Warsaw in 1991. In 1991 Jacek Pogonowski graduated from St. John’s University In New York with a bachelor’s degree in finance. In 2012 he completed the IESE Advanced Management Program course at the University of Navarra, and in 2017 at this same university he completed the course: Become a Positive Leader to Accelerate Positive Change.
Jacek Pogonowski meets the criteria of independence in the meaning of the Best Practices for GPW Listed Companies, as well as the Act on Statutory Auditors.
Dagmara Zawadzka, CFA – independent Member of the Supervisory Board, Member of the Audit Committee
Dagmara Zawadzka holds the position of the Supervisory Board member of PCF Group S.A. since March 2022.
In 2020 – 2021 Dagmara Zawadzka was the Aerotropolis & Development Division Director at Solidarity Transport Hub (Centralny Port Komunikacyjny Sp. z o.o.). In 2017 – 2020 she managed the London Office of Bank Gospodarstwa Krajowego (2019 – 2020), and earlier as the Managing Director of the Banking Products Division responsible for overseeing the sale of banking products to strategic clients, and for structured finance. She was also a permanent member of the bank’s Credit Committee.
In 2015 – 2017 Dagmara Zawadzka worked at PKP Intercity S.A. as the Executive Director of Finance & Procurement and the Chair of the Investment Committee. She supervised the controlling, finance, accounting and procurement departments and was responsible for the company’s recapitalization.
In 2011 – 2014 she worked in the PKN Orlen Group as Director of the Strategic Projects Development Office in PKN Orlen S.A., member of the Supervisory Board of IKS Solino and President of the Management Board of Kopalnia Soli Lubień.
She started her professional career in 2001 at BRE Corporate Finance as Consultant, Manager and Deputy Director, and from 2007 to 2011 she was the Deputy Director at Pricewaterhouse Coopers. Her employment with these consulting firms involved the participation in numerous M&A and IPO transactions.
Dagmara Zawadzka is a graduate from the Warsaw School of Economics (Master’s degree in Finance & Banking) and from the Aarhus School of Business in Denmark (Master of Science in International Finance & Business) . She has also completed a postgraduate studies in the field of International Financial Reporting Standards (IFRS) at the Warsaw School of Economics. She received a scholarship from the California Polytechnic University, USA. Dagmara is a CFA Charterholder.
Dagmara Zawadzka fulfills the independence criteria set forth in Art. 129 Section 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight and has a knowledge and qualifications relating to the accounting or auditing financial statements.
Barbara Sobowska caries on a business activity under the name MOST Partners Barbara Sobowska and provides services for, amongst others, technology companies. Since 2017 she has held positions in boards of several commercial companies.
In years 2013 – 2016 she has been working as a lawyer in Weil, Gotshal & Manges – Paweł Rymarz sp. k. From 2012 to 2013 she has been working in law firm White & Case M. Studniarek i Wspólnicy – Kancelaria Prawna sp. k., and earlier (in years 2010 – 2011) in law firm Wilmer Cutler Pickering Hale and Dorr LLP. Since 2015 she is a solicitor in England and Wales and since 2013 an attorney-at-law in the State of New York. In 2012 she graduated from Harvard Law School with the title Master of Laws (LL.M.). In 2010 she graduated from the Faculty of Law and Administration of the Jagiellonian University in Cracow and in 2009 she graduated from International Business Law Program at Bucerius Law School in Hamburg.
Barbara Sobowska does not conduct any activity competitive to the Company and she is not a partner in any company competitive to the Company. She is neither a member of any board of a capital company competitive to the Company nor a member of any board of any other legal person competitive to the Company. Barbara Sobowska has not been entered into the Register of Insolvent Debtors.
Since 2013 Kuba Dudek has been associated with SpeedUp Venture Capital Group investment fund where he has been a managing partner since 2019. Earlier, he held the position of investment manager and analyst, leading and participating in over 30 investment and disinvestment processes of technology companies.
Kuba Dudek has started his professional career in 2010 in the BNP Paribas group, where he was initially involved in Fortis Lease, and then in the bank’s trade financing department. He graduated from University of Economics in Poznań, specializing in Capital Investments and Business Financial Strategies.
Kuba Dudek does not conduct any activity competitive to the Company and he is not a partner in any company competitive to the Company. He is neither a member of any board of a capital company competitive to the Company nor a member of any board of other legal person competitive to the Company. Kuba Dudek has not been entered into the Register of Insolvent Debtors.
Shares and shareholding
Shareholding of PCF Group S.A. with its registered office in Warsaw as of March 3, 2023.*
|Shareholder||Number of shares in the share capital||(%)***||Number of votes||(%)***|
|Jointly the parties to the Entitled Shareholders Agreement**||21,173,389||70.38||21,173,389||70.38|
* The shareholding structure is being updated following the reports from shareholders holding at least 5% of the total amount of votes at the Company General Meeting of February 28, 2023, and includes the registration on March 3, 2023, of a share capital increase related to the issuance of the series E ordinary bearer shares.
**Shareholders Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś are parties to an agreement dated 26 June 2020, which agreement from the day at least one share in the company PCF Group S.A. is admitted to trading on the regulated market constitutes an understanding as referred to in Art. 87 sec. 1 point 5 of the Act 29 July 2005 on Public Offering, on Conditions for the Introduction of Financial Instruments, and on Public Companies.
*** Some percentages are rounded. For this reason, the percentage presented for the item “Jointly the parties to the Entitled Shareholders Agreement” differs slightly from the sum of the percentages for the individual shareholders who are parties to the Entitled Shareholders Agreement.
One of the basic tasks of the Company’s capital resources management policy is to pay out dividends to shareholders in a predictable manner. Therefore, on 29 July 2020 the Company Management Board adopted a dividend policy that assumes the submission to the General Meeting of a proposal to pay out dividends, together with a Management Board recommendation, subject to the general rules below.
With regard to profit generated for the financial year 2020 and subsequent financial years, the Management Board plans to recommend paying out dividends at a level of 10% to 20% of net profit.
When definitively determining the value of dividends that will be recommended to the General Meeting, the Management Board will take into account in particular the prospects of the Group, future expected profits, the Group’s financial position and development plans, as well as the applicable legal regulations.
The Management Board does not guarantee or ensure in any way the amount of the profit achieved by the Company or parts thereof that may be allocated to paying out dividends. The decision to pay out dividends and the amount of the paid out dividends depend each time on the shareholders’ decision taken as part of an ordinary General Meeting, where the shareholders are not bound in any way by the Management Board’s recommendation.
The dividend policy is subject to periodic review by the Company Management Board.
All Company shares have equal rights to dividends (as well as advances against dividends) and entitle the holders to a share in the Company’s profits as at the day they are acquired, on condition that the General Meeting adopts a resolution on distribution of profits (or, respectively, in the case of an advance against dividends, resolutions of the Management Board and the Supervisory Board) and establishes the day of pay out of the dividends as a date falling after the date of acquisition of the shares.
History of pay outs of dividends by the Company
Financial year for which dividends were paid out
|Company net profit available for distribution||Dividends paid out (PLN)||Dividends per share (PLN)||Date of General Meeting||Dividend day||Day of pay out of dividends|
(1) Company’s net profit disclosed in the separate financial statements of the Company prepared in accordance with the International Financial Reporting Standards.
(2) Company’s net profit disclosed in the separate financial statements of the Company prepared in accordance with the accounting rules set out in the Accounting Act, as well as in regulations issued on the basis of that Act (i.e. the Polish Accounting Standards).
PCF Group S.A. was established as a result of the transformation of a limited liability company under the business name PCF Group spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw into the joint stock company PCF Group Spółka Akcyjna with its registered office in Warsaw. PCF Group S.A. was entered into the register of entrepreneurs of the National Court Register on 6 November 2019.
Stand-alone annual report for 2022
Consolidated annual report for 2022
Consolidated quarterly report for the first quarter of 2023
Consolidated report for the first half of 2023
Consolidated quarterly report for the third quarter of 2023
Pursuant to Art. 19 sec. 11 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC “(…) a person discharging managerial responsibilities within an issuer shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public (…)”.
Pursuant to the quoted provision, taking into consideration explanations of the European Securities and Markets Authority provided in Questions and Answers on the Market Abuse Regulation (MAR) (ESMA70-145-111, Version 17, Last updated on 25 November 2022) persons discharging managerial responsibilities at PCF Group S.A. are bound in 2023 by the following closed periods in relation to the announcement of the Company’s interim reports:
- 29 March 2023 inclusively – 28 April 2023 inclusively – closed period related to the publication of the separate and consolidated annual report for the year 2022
- 29 April 2023 inclusively – 29 May 2023 inclusively – closed period related to the publication of the consolidated quarterly report for the first quarter of 2023
- 22 August 2023 inclusively – 21 September 2023 inclusively – closed period related to the publication of the consolidated half-year report for the first half-year of 2023
- 28 October 2023 inclusively – 27 November 2023 inclusively – closed period related to the publication of the consolidated quarterly report for the third quarter of 2023
Extraordinary General Meeting, February 28, 2023.
Notice of Extraordinary General Meeting of PCF Group Spółka Akcyjna of Warsaw
Draft Resolutions for the Extraordinary General Meeting
List of the proposed amendments to the Articles of Association
Resolutions of the Supervisory Board
Resolutions adopted by the Extraordinary General Meeting
Annual General Meeting, June 28, 2022.
Notice of Annual General Meeting
Supervisory Board report on assesment of 2021 financial results
Report of Supervisory Baord and Audit Committee on their activities in 2021
Report on remuneration of Management and Supervisory Board Members in 2021
Resumes of candidates to Supervisory Board
Supervisory Board resolutions on matters placed on AGM agenda
Management Board proposal on allocation of profit for 2021
Resolutions adopted by the Annual Shareholders’ Meeting of PCF Group S.A. held on 28 June 2022
Extraordinary General Meeting, April 13, 2022.
Notice of Extraordinary General Meeting
Draft Resolutions for the Extraordinary General Meeting
Supervisory Board resolutions on matters placed on the EGM agenda
Resolutions adopted by the Annual General Meeting dated April 13th, 2022
Annual General Meeting, June 22, 2021.
Notice of Annual General Meeting
Report of the Supervisory Board on the assessment of financial statements
Report of the Supervisory Board and Audit Committee on their activities
Report on remunerations in 2019 and 2020
Supervisory Board resolutions_AGM
Management Board proposal on distribution of profit 2020
Power of attorney to participate at the AGM
Resolutions adopted by the Annual General Meeting dated June 22nd, 2021
Extraordinary General Meeting, May 24, 2021.
Notice of Extraordinary General Meeting
Draft Resolutions for the Extraordinary General Meeting
Opinion of the Management Board substantiating the exclusion of preemptive rights of all shareholders with respect to Series D shares
Opinion of the Management Board setting out the reasons for authorizing the Management Board to exclude preemptive rights of the Company’s current shareholders within limits of the authorized capital
Power of attorney to participate at the GSM
Resolutions of the Supervisory Board on the items of the EGM agenda
Rules of participation in the Shareholders’ Meeting by electronic means of communication
Rules of the Audit Committee of the Supervisory Board
Remuneration policy for members of the Management Board and the Supervisory Board
Report on the remuneration of members of the Management Board and Supervisory Board of PCF GROUP S.A. for 2019 and 2020
Report on the remuneration of members of the Management Board and Supervisory Board of PCF GROUP S.A. for 2021
Representation regarding the diversity policy
The Company has not yet developed a formal diversity policy. The Company employs persons with adequate qualifications and professional expertise, with no regard to age or gender. In selecting candidates for the supervisory and managing bodies the competent authorities are driven by the best interests of the Company and its shareholders and take into account the qualification, skills and expertise of the candidates. Due to the specificities of the Company’s business activity, its size and the need to attract employees equipped with specialized knowledge, the decisive criteria for the Company in selecting the employees are solely the qualifications and professional expertise, disregarding any non-substantive attributes, such as age or gender. The members of the Company’s authorities and its officers are selected in such way as will ensure that they have adequate educational background, qualifications and expertise in order to let the Company benefit from these strengths in all areas of the Company’s activities. At the same time, due to the Company’s dynamic growth, the Company believes that imposing a formalized diversity policy might adversely affect the Company’s ability to solicit the persons who have the skills and abilities required by Company at the particular moment of its development.
Representations regarding the compliance with corporate governance rules
Disclosure regarding compliance with Best Practices for GPW Listed Companies 2021
Corporate governance statement for the financial year ended 31 December 2021
Corporate governance statement for the financial year ended 31 December 2020
Disclosure regarding compliance with the recommendations and rules set out in the Best Practice for GPW Listed Companies 2016
Related party transactions
No relevant disclosures concerning related party transactions