People Can Fly opens new office in Krakow, Poland
/by Karolina Uzarek
- Youtube
People Can Fly opens new office in Krakow, Poland
Warsaw, 24 November 2022
PCF Group S.A. (People Can Fly) is pleased to announce the opening of a new office in Poland, located in Krakow, southern Poland.
“We are consistently growing our teams both in Poland and worldwide. Opening PCF Krakow is a part of the Group’s strategy implementation and a significant step in the development of our new, original IP – Project Red.” – says Mateusz Kirstein, Co-Head of Studios, Europe at People Can Fly. – “We’ve been looking closely at Krakow for some time now as we are already strongly present in southern Poland with PCF Rzeszów and Incuvo, in Katowice. We see this step as an opportunity to expand People Can Fly’s development teams and projects.” – adds Kirstein.
Project Red – a new original IP in the Group’s portfolio – is currently in the concept phase.
PCF Krakow is the studio’s fourth office in Poland and eighth worldwide.
People Can Fly is employing over 600 people in Warsaw, Rzeszow, Lodz, Krakow, Newcastle, New York, Chicago, Montreal, and Toronto, as well as in a remote work system. Studio is currently working on seven projects. There’s Gemini – new project with Square Enix; Projects Dagger, Bifrost and Victoria – games to be released in the self-publishing model; and a project in the concept phase – Red; as well as two projects in VR technology – Green Hell VR and a new project based on one of the IPs from the Group’s portfolio. This year, the Studio is celebrating the 20th Anniversary of its presence in the industry.
PCF GROUP S.A.
al. Solidarności 171, 00-877, Warsaw, Poland
Copyright © 2022 PCF GROUP S.A. All rights reserved.
Investors [robocza]
/by Karolina Uzarek
About us
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 Play Station 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.
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.
Today, in cooperation with the global publisher Square Enix, People Can Fly is working on the largest production in its history — an RPG shooter Outriders that was released on 1 April 2021.
At the same time, People Can Fly studio is working on three new Triple-A projects: Project Dagger is being developed in cooperation with one of the leading global publishers, Take-Two Interactive; Project Gemini is being developed together with Square Enix. The third project is an unrevealed game that the Group intends to release in a self-publishing model.
In 2020 People Can Fly was awarded the “Forbes Diamonds” title – it is the Forbes magazine annual ranking of the fastest growing companies.
In September 2021, the Group updated its strategy – the goal is to become one of the leading independent development studios, and from 2024, an every year release of a game produced in cooperation with a publisher or in self-publishing model. The Group also plans to expand its portfolio with new genres and games from compact AAA segment.
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.
Global
gaming
business
- 1
Successfully proven, unique expertise in development of AAA games.
- 2
One of the pioneers on the Polish and European market for shooter games.
- 3
Developer of globally recognized games: Painkiller, Bulletstorm, Gears of War: Judgment.
- 4
International team of more than 550 professionals, including a team of more than 350 professionals developing games in 7 locations on two continents (Europe and North America).
- 5
Stable business model relying on cooperation with the world largest game publishers: Square Enix, Take-Two Interactive and Gearbox.
- 6
Promising gaming pipeline – 3 new AAA games already in development, including one to be released in self-publishing model; new genres and games from compact AAA segment; starting from 2024, an every year release of a game developed in cooperation with a publisher or in the self-publishing model.
History
People
Can Fly
’02
People Can Fly starts its business
’04
Worldwide release of Painkiller
’07
Epic Games purchases shares in People Can Fly
’11
Release of Bulletstorm
’12
Sebastian Wojciechowski appointed for Management Board of PCF
’12
Epic Games the sole shareholder of PCF
’13
Release of Gears of War: Judgment
’15
Management buy-out from Epic Games by Sebastian Wojciechowski
’16
Publishing and development agreement with Square Enix for Outriders
’17
Opening a PCF studio in the UK, establishment of companies in the USA and Canada
’17
Remaster Bulletstorm – Bulletstorm: Full Clip Edition
’18
Opening a PCF studio in Rzeszów
’19
Opening a PCF studio in New York
’20
Commencement of work on new AAA games
’20
IPO on the WSE
’21
Release of Outriders
’21
Takeover of Phosphor Games, opening a PCF studio in Chicago
’21
Purchase of 100% shares in Canadian Game On Creative, Inc.
’21
Update of the Group’s strategy
’21
Purchase of the controlling stake of Incuvo S.A.
History
People
Can Fly
’02
People Can Fly starts its business
’04
Painkiller gets released
’07
Epic Games purchases shares in People Can Fly
’11
Original Bulletstorm is released
’12
Sebastian Wojciechowski appointed for Management Board of PCF
’12
Epic Games is the sole shareholder
’13
Release of Gears of War: Judgment
’15
Management buy-out of Epic Games by Sebastian Wojciechowski
’16
Publishing and development agreement with Square Enix for Outriders
’17
Establishing PCF UK and subsidiaries in USA and Canada
’17
Remaster Bulletstorm – Bulletstorm: Full Clip Edition
’18
Opening of PCF Rzeszów studio
’19
Opening a PCF studio in New York
’20
Start of works on new AAA games
’20
IPO on the WSE
’21
The release of Outriders
’21
Takeover of Phosphor Games, opening a PCF studio in Chicago
’21
Update of the Group’s strategy
News
Development
strategy
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.
- 1
Development of three new AAA games in cooperation with global publishers
– Outriders (shooter RPG) – release date 1 April 2021 – publisher: Square Enix.
– Project Gemini (AAA segment) – planned release by the end of 2024 – publisher: Square Enix.
– Project Dagger (AAA segment, action game RPG) – planned release by the end of 2024 – publisher: Take-Two Interactive. - 2
Development of the international team
– hire new developers or attract development teams in USA, Canada, UK and Poland.
– start new development studios for the Group or acquire other video game developers. - 3
Self-publishing of games developed in reliance on own IP
– after the necessary preparations People Can Fly is planning to develop and self-publish new games using its new or already existing own IP. Currently, the studio is working on a new IP.
– development of own, unique software and tools used in game development, known as the PCF Framework. - 4
Expanding the Group’s portfolio
– development of games from the compact AAA segment and in new genres, not covered by the Group’s operations so far, i.e. other than shooter and action games, combining RPG elements.
– starting from 2024, an every year release of a game produced by People Can Fly. Details of the Group strategy can be found in the Company’s issue prospectus.
1
Warszawa
2
Łódź
3
Rzeszów
4
Newcastle
5
Montreal
6
New York
7
Chicago
1
Warszawa
2
Łódź
3
Rzeszów
4
Newcastle
5
Montreal
6
New York
7
Chicago
The Group employs an international team of more than 550 professionals, including a team of more than 350 game developers in seven studios, located in Poland (Warsaw, Rzeszów, Łódź), United Kingdom (Newcastle), USA (New York, Chicago) 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.
Management board
The Management Board comprises one person – the Management Board President, appointed for a three-year term of office, which expires on 6 November 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.
Sebastian Wojciechowski
President of the Management Board of PCF Group S.A.People Can Fly
In the years 2008 – 2011 Sebastian Wojciechowski was the creator and director of the Digital Market department at Eurozet sp. z o.o., where he was responsible for the company’s digital strategy. From 1996 to 2007 he was co-founder, sales director, and then member of the management board of CR Media S.A. As part of his work in the CR Media capital group, in the years 2000 – 2008 he was vice-president of Ad.Point sp. z o.o. that managed AntyRadio and Radio Planeta FM radio stations. He graduated from the Warsaw School of Economics, specializing in Finance and Banking. In the years 1994 – 1995, under a Tempus scholarship, he studied at the Handelshøjskolen (Business School) faculty in Aarhus, Denmark.
Supervisory
board
The Supervisory Board is composed of five people, appointed for a joint three-year term of office, which expires on 6 November 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.). Since November 2019 he has held the position of Chairman of the Supervisory Board of PCF Group S.A. 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.
Appointed in 2019 for a joint three-year term of office.
Jacek Pogonowski – independent Member of the Supervisory Board, Chairman of the Audit Committee
Appointed in 2020 for a joint three-year term of office.
Since 2020 Jacek Pogonowski has held the position of member of the Supervisory Board of PCF Group S.A.
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
Appointed in 2022 for a joint three-year term of office.
Since March 2022 Dagmara Zawadzka holds the position of the Supervisory Board member of PCF Group S.A.
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
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.
Kuba Dudek
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
Shareholding of PCF Group S.A. with its registered office in Warsaw as at 28 June 2022.*
| Shareholder | Number of shares in the share capital | (%) | Number of votes | (%) |
| Sebastian Wojciechowski | 14.969.480 | 49,98 | 14.969.480 | 49,98 |
| Bartosz Kmita | 2.579.910 | 8,61 | 2.579.910 | 8,61 |
| Krzysztof Dolaś | 1.817.936 | 6,07 | 1.817.936 | 6,07 |
| Bartosz Biełuszko | 1.808.137 | 6,04 | 1.808.137 | 6,04 |
| Jointly the parties to the Entitled Shareholders Agreement** | 21.175.463 | 70,7 | 21.175.463 | 70,7 |
| Remaining shareholders | 8.774.763 | 29,3 | 8.774.763 | 29,3 |
| Total | 29.950.226 | 100 | 29.950.226 | 100 |
* The shareholding structure is being updated following the reports from shareholders holding at least 5% of total amount of votes at the Company General Meeting of June 28, 2022.
**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.
Dividends
Dividend policy
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 |
| 2021 | 41.751.983,35 | 8.086.561,02 | 0,27 | 6/28/2022 | 7/8/2022 | 8/3/2022 |
| 2020 | 29.095.746,74 | 5.616.877,28 | 0,19 | 6/22/2021 | 6/30/2021 | 7/8/2021 |
| 2019 | 2.235.443,13(1) | — | — | 9/23/2020 | — | — |
| 2018 | 14.688.200,09(2) | 5.000.000,00 | 454,55 | 6/28/2019 | 6/28/2019 | 8/9/2019 |
| 2017 | 15.035.779,30(2) | — | — | 6/19/2018 | — | — |
| 2016 | 4.561.970,61(2) | — | — | 6/22/2017 | — | — |
| 2015 | 2.820.131,77(2) | — | — | 6/15/2016 | — | — |
(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.
Calendar
Events
21.04.2022
Stand-alone annual report for 2021
Consolidated annual report for 2021
30.05.2022
Consolidated quarterly report for the first quarter of 2022
29.09.2022
Consolidated report for the first half of 2022
28.11.2022
Consolidated quarterly report for the third quarter of 2022
Closed periods
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, persons discharging managerial responsibilities at PCF Group S.A. are bound in 2022 by the following closed periods in relation to the announcement of the Company’s interim reports:
- 21 March 2022 inclusively – 21 April 2022 inclusively – closed period related to the publication of the separate and consolidated annual report for the year 2021
- 27 April 2022 inclusively – 30 May 2022 inclusively – closed period related to the publication of the consolidated quarterly report for the first quarter of 2022
- 27 August 2022 inclusively – 29 September 2022 inclusively – closed period related to the publication of the consolidated half-year report for the first half-year of 2022
- 29 October 2022 inclusively – 28 November 2022 inclusively – closed period related to the publication of the consolidated quarterly report for the third quarter of 2022
Reports
Current
Raport bieżący nr 57/2023
Zmiana daty przekazania raportu kwartalnego za trzeci kwartał 2023 roku
Raport bieżący nr 45/2023
Otrzymanie zawiadomienia w trybie art. 69 ustawy o ofercie publicznej
Raport bieżący nr 31/2023
Otrzymanie zawiadomienia w trybie art. 69 ustawy o ofercie publicznej
Uchwały podjęte przez Zwyczajne Walne Zgromadzenie PCF Group S.A. w dniu 27 czerwca 2023 r.
Zasady subskrypcji w związku z emisją i ofertą akcji zwykłych na okaziciela serii F spółki PCF Group S.A. z siedzibą w Warszawie
Raport bieżący nr 14/2023
Rozpoczęcie negocjacji w przedmiocie zawarcia umowy produkcyjno-wydawniczej
Raport bieżący nr 6/2023
Emisja akcji w ramach docelowego podwyższenia kapitału zakładowego
Raport bieżący nr 5/2023
Szacunkowe wyniki finansowe za rok obrotowy zakończony 31 grudnia 2022 r.
Szacunkowe wyniki finansowe za rok obrotowy zakończony 31 grudnia 2022 r.
Ogłoszenie Zarządu o zwołaniu Nadzwyczajnego Walnego Zgromadzenia
Projekty uchwał NWZ
Lista proponowanych zmian w Statucie
Uchwały RN
Pełnomocnictwo
Formularz
Raport bieżący nr 2/2023
Zwiększenie zaangażowania kapitałowego PCF Group S.A. w spółkę Incuvo S.A.
Raport bieżący nr 18/2022
Nabycie przez Square Enix Limited prawa do objęcia akcji PCF Group S.A.
Uchwały podjęte na Zwyczajnym Walnym Zgromadzeniu w dniu 28 czerwca 22 r.
Formularz wykonywania prawa głosu przez pełnomocnika
Raport bieżący nr 40/2021
Zawarcie przez PCF Group S.A. umowy inwestycyjnej ze Square Enix Limited
Raport bieżący nr 38/2021
Nieosiągnięcie przez PCF Group S.A. tantiem ze sprzedaży gry „Outriders”
Raport bieżący nr 36/2021
Dopuszczenie i wprowadzenie do obrotu na rynku regulowanym akcji serii D
Zakończenie subskrypcji akcji serii B oraz sprzedaży części akcji serii A w ofercie publicznej – uzupełnienie Raportu bieżącego nr 6/2020
Zawiadomienie z art. 69 i art. 69b w zw. z art. 87 ust. 1 pkt 5 ustawy o ofercie publicznej
Zwołanie Nadzwyczajnego Zgromadzenia Wspólników
Zawarcie umowy inwestycyjnej
Przejęcie zespołu deweloperskiego Phosphor Games, LLC
Ujawnienie opóźnionej informacji poufnej o utworzeniu spółki zależnej
Zmiany w składzie Rady Nadzorczej PCF Group S.A.
Zmiana daty przekazania raportów rocznych za rok 2020
Komunikat KDPW w sprawie rejestracji w depozycie papierów wartościowych akcji zwykłych na okaziciela serii B
Wyznaczenie ostatniego dnia notowania praw do akcji serii B oraz wprowadzenie akcji serii B do obrotu giełdowego
Terminy publikacji raportów okresowych przez PCF Group S.A. w roku obrotowym 2021
Zawiadomienie o zmianie udziału w kapitale zakładowym oraz w ogólnej liczbie głosów.
Rejestracja podwyższenia kapitału zakładowego PCF Group S.A.
Wskazanie członków Rady Nadzorczej jako powołanych w wykonaniu uprawnienia osobistego Grupy Uprawnionych Akcjonariuszy
Przesunięcie daty premiery gry “Outriders”
Raport bieżący nr 7/2020
Wpisanie do Krajowego Rejestru Sądowego zmian Statutu PCF Group S.A.
Wpisanie do Krajowego Rejestru Sądowego zmian Statutu PCF Group S.A.
Zakończenie subskrypcji i sprzedaży Akcji Oferowanych
Wprowadzenie do obrotu akcji i PDA przez GPW
Komunikaty KDPW ws. rejestracji akcji i PDA
Dopuszczenie do obrotu akcji i PDA przez GPW
Rejestracja akcji i PDA przez KDPW
Przydzielenie dostępu do ESPI
EBI
Informacja na temat stosowania Dobrych Praktyk 2021
Trwale niestosowanie niektórych zasad ładu korporacyjnego
Periodic
Financial results
General meeting
Annual General Meeting, June 28, 2021.
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
Power of attorney to participate at the GSM
Resolutions of the Supervisory Board on the items of the EGM agenda
Corporate governance
Corporate documents
Best practices
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
Related party transactions
No relevant disclosures concerning related party transactions
Contact
Mateusz Kirstein
+48 22 455 65 21
ir@peoplecanfly.com
PCF GROUP S.A.
al. Solidarności 171, 00-877, Warsaw, Poland
Copyright © 2022 PCF GROUP S.A. All rights reserved.
PCF Group Spółka Akcyjna with its registered office in Warsaw at al. Solidarności 171, 00-877 Warsaw, Poland, entered into the register of entrepreneurs of the National Court Register by the District Court for the capital city of Warsaw in Warsaw, XIII Business Division of the National Court Register under the National Court Register Number (KRS): 0000812668, having the Tax Identification Number (NIP): 5213451404, National Business Registry Number (REGON): 141081673 and the share capital of PLN 599.004,52 fully paid-in.
People Can Fly opens new office in Krakow, Poland
Warsaw, 24 November 2022
PCF Group S.A. (People Can Fly) is pleased to announce the opening of a new office in Poland, located in Krakow, southern Poland.
“We are consistently growing our teams both in Poland and worldwide. Opening PCF Krakow is a part of the Group’s strategy implementation and a significant step in the development of our new, original IP – Project Red.” – says Mateusz Kirstein, Co-Head of Studios, Europe at People Can Fly. – “We’ve been looking closely at Krakow for some time now as we are already strongly present in southern Poland with PCF Rzeszów and Incuvo, in Katowice. We see this step as an opportunity to expand People Can Fly’s development teams and projects.” – adds Kirstein.
Project Red – a new original IP in the Group’s portfolio – is currently in the concept phase.
PCF Krakow is the studio’s fourth office in Poland and eighth worldwide.
People Can Fly is employing over 600 people in Warsaw, Rzeszow, Lodz, Krakow, Newcastle, New York, Chicago, Montreal, and Toronto, as well as in a remote work system. Studio is currently working on seven projects. There’s Gemini – new project with Square Enix; Projects Dagger, Bifrost and Victoria – games to be released in the self-publishing model; and a project in the concept phase – Red; as well as two projects in VR technology – Green Hell VR and a new project based on one of the IPs from the Group’s portfolio. This year, the Studio is celebrating the 20th Anniversary of its presence in the industry.
PCF GROUP S.A.
al. Solidarności 171, 00-877, Warsaw, Poland
Copyright © 2022 PCF GROUP S.A. All rights reserved.
Investors [robocza]
/by Karolina UzarekAbout us
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 Play Station 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.
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.
Today, in cooperation with the global publisher Square Enix, People Can Fly is working on the largest production in its history — an RPG shooter Outriders that was released on 1 April 2021.
At the same time, People Can Fly studio is working on three new Triple-A projects: Project Dagger is being developed in cooperation with one of the leading global publishers, Take-Two Interactive; Project Gemini is being developed together with Square Enix. The third project is an unrevealed game that the Group intends to release in a self-publishing model.
In 2020 People Can Fly was awarded the “Forbes Diamonds” title – it is the Forbes magazine annual ranking of the fastest growing companies.
In September 2021, the Group updated its strategy – the goal is to become one of the leading independent development studios, and from 2024, an every year release of a game produced in cooperation with a publisher or in self-publishing model. The Group also plans to expand its portfolio with new genres and games from compact AAA segment.
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.
Global
gaming
business
- 1
Successfully proven, unique expertise in development of AAA games.
- 2
One of the pioneers on the Polish and European market for shooter games.
- 3
Developer of globally recognized games: Painkiller, Bulletstorm, Gears of War: Judgment.
- 4
International team of more than 550 professionals, including a team of more than 350 professionals developing games in 7 locations on two continents (Europe and North America).
- 5
Stable business model relying on cooperation with the world largest game publishers: Square Enix, Take-Two Interactive and Gearbox.
- 6
Promising gaming pipeline – 3 new AAA games already in development, including one to be released in self-publishing model; new genres and games from compact AAA segment; starting from 2024, an every year release of a game developed in cooperation with a publisher or in the self-publishing model.
History
People
Can Fly
’02
People Can Fly starts its business
’04
Worldwide release of Painkiller
’07
Epic Games purchases shares in People Can Fly
’11
Release of Bulletstorm
’12
Sebastian Wojciechowski appointed for Management Board of PCF
’12
Epic Games the sole shareholder of PCF
’13
Release of Gears of War: Judgment
’15
Management buy-out from Epic Games by Sebastian Wojciechowski
’16
Publishing and development agreement with Square Enix for Outriders
’17
Opening a PCF studio in the UK, establishment of companies in the USA and Canada
’17
Remaster Bulletstorm – Bulletstorm: Full Clip Edition
’18
Opening a PCF studio in Rzeszów
’19
Opening a PCF studio in New York
’20
Commencement of work on new AAA games
’20
IPO on the WSE
’21
Release of Outriders
’21
Takeover of Phosphor Games, opening a PCF studio in Chicago
’21
Purchase of 100% shares in Canadian Game On Creative, Inc.
’21
Update of the Group’s strategy
’21
Purchase of the controlling stake of Incuvo S.A.
History
People
Can Fly
’02
People Can Fly starts its business
’04
Painkiller gets released
’07
Epic Games purchases shares in People Can Fly
’11
Original Bulletstorm is released
’12
Sebastian Wojciechowski appointed for Management Board of PCF
’12
Epic Games is the sole shareholder
’13
Release of Gears of War: Judgment
’15
Management buy-out of Epic Games by Sebastian Wojciechowski
’16
Publishing and development agreement with Square Enix for Outriders
’17
Establishing PCF UK and subsidiaries in USA and Canada
’17
Remaster Bulletstorm – Bulletstorm: Full Clip Edition
’18
Opening of PCF Rzeszów studio
’19
Opening a PCF studio in New York
’20
Start of works on new AAA games
’20
IPO on the WSE
’21
The release of Outriders
’21
Takeover of Phosphor Games, opening a PCF studio in Chicago
’21
Update of the Group’s strategy
News
Development
strategy
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.
- 1
Development of three new AAA games in cooperation with global publishers
– Outriders (shooter RPG) – release date 1 April 2021 – publisher: Square Enix.
– Project Gemini (AAA segment) – planned release by the end of 2024 – publisher: Square Enix.
– Project Dagger (AAA segment, action game RPG) – planned release by the end of 2024 – publisher: Take-Two Interactive. - 2
Development of the international team
– hire new developers or attract development teams in USA, Canada, UK and Poland.
– start new development studios for the Group or acquire other video game developers. - 3
Self-publishing of games developed in reliance on own IP
– after the necessary preparations People Can Fly is planning to develop and self-publish new games using its new or already existing own IP. Currently, the studio is working on a new IP.
– development of own, unique software and tools used in game development, known as the PCF Framework. - 4
Expanding the Group’s portfolio
– development of games from the compact AAA segment and in new genres, not covered by the Group’s operations so far, i.e. other than shooter and action games, combining RPG elements.
– starting from 2024, an every year release of a game produced by People Can Fly. Details of the Group strategy can be found in the Company’s issue prospectus.
1
Warszawa
2
Łódź
3
Rzeszów
4
Newcastle
5
Montreal
6
New York
7
Chicago
1
Warszawa
2
Łódź
3
Rzeszów
4
Newcastle
5
Montreal
6
New York
7
Chicago
The Group employs an international team of more than 550 professionals, including a team of more than 350 game developers in seven studios, located in Poland (Warsaw, Rzeszów, Łódź), United Kingdom (Newcastle), USA (New York, Chicago) 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.
Management board
The Management Board comprises one person – the Management Board President, appointed for a three-year term of office, which expires on 6 November 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.Sebastian Wojciechowski
President of the Management Board of PCF Group S.A.People Can Fly
In the years 2008 – 2011 Sebastian Wojciechowski was the creator and director of the Digital Market department at Eurozet sp. z o.o., where he was responsible for the company’s digital strategy. From 1996 to 2007 he was co-founder, sales director, and then member of the management board of CR Media S.A. As part of his work in the CR Media capital group, in the years 2000 – 2008 he was vice-president of Ad.Point sp. z o.o. that managed AntyRadio and Radio Planeta FM radio stations. He graduated from the Warsaw School of Economics, specializing in Finance and Banking. In the years 1994 – 1995, under a Tempus scholarship, he studied at the Handelshøjskolen (Business School) faculty in Aarhus, Denmark.
Supervisory
board
The Supervisory Board is composed of five people, appointed for a joint three-year term of office, which expires on 6 November 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.). Since November 2019 he has held the position of Chairman of the Supervisory Board of PCF Group S.A. 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.
Appointed in 2019 for a joint three-year term of office.
Jacek Pogonowski – independent Member of the Supervisory Board, Chairman of the Audit Committee
Appointed in 2020 for a joint three-year term of office.
Since 2020 Jacek Pogonowski has held the position of member of the Supervisory Board of PCF Group S.A.
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
Appointed in 2022 for a joint three-year term of office.
Since March 2022 Dagmara Zawadzka holds the position of the Supervisory Board member of PCF Group S.A.
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
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.
Kuba Dudek
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
Shareholding of PCF Group S.A. with its registered office in Warsaw as at 28 June 2022.*
| Shareholder | Number of shares in the share capital | (%) | Number of votes | (%) |
| Sebastian Wojciechowski | 14.969.480 | 49,98 | 14.969.480 | 49,98 |
| Bartosz Kmita | 2.579.910 | 8,61 | 2.579.910 | 8,61 |
| Krzysztof Dolaś | 1.817.936 | 6,07 | 1.817.936 | 6,07 |
| Bartosz Biełuszko | 1.808.137 | 6,04 | 1.808.137 | 6,04 |
| Jointly the parties to the Entitled Shareholders Agreement** | 21.175.463 | 70,7 | 21.175.463 | 70,7 |
| Remaining shareholders | 8.774.763 | 29,3 | 8.774.763 | 29,3 |
| Total | 29.950.226 | 100 | 29.950.226 | 100 |
* The shareholding structure is being updated following the reports from shareholders holding at least 5% of total amount of votes at the Company General Meeting of June 28, 2022.
**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.
Dividends
Dividend policy
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 |
| 2021 | 41.751.983,35 | 8.086.561,02 | 0,27 | 6/28/2022 | 7/8/2022 | 8/3/2022 |
| 2020 | 29.095.746,74 | 5.616.877,28 | 0,19 | 6/22/2021 | 6/30/2021 | 7/8/2021 |
| 2019 | 2.235.443,13(1) | — | — | 9/23/2020 | — | — |
| 2018 | 14.688.200,09(2) | 5.000.000,00 | 454,55 | 6/28/2019 | 6/28/2019 | 8/9/2019 |
| 2017 | 15.035.779,30(2) | — | — | 6/19/2018 | — | — |
| 2016 | 4.561.970,61(2) | — | — | 6/22/2017 | — | — |
| 2015 | 2.820.131,77(2) | — | — | 6/15/2016 | — | — |
(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.
Calendar
Events
21.04.2022
Stand-alone annual report for 2021
Consolidated annual report for 2021
30.05.2022
Consolidated quarterly report for the first quarter of 2022
29.09.2022
Consolidated report for the first half of 2022
28.11.2022
Consolidated quarterly report for the third quarter of 2022
Closed periods
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, persons discharging managerial responsibilities at PCF Group S.A. are bound in 2022 by the following closed periods in relation to the announcement of the Company’s interim reports:
- 21 March 2022 inclusively – 21 April 2022 inclusively – closed period related to the publication of the separate and consolidated annual report for the year 2021
- 27 April 2022 inclusively – 30 May 2022 inclusively – closed period related to the publication of the consolidated quarterly report for the first quarter of 2022
- 27 August 2022 inclusively – 29 September 2022 inclusively – closed period related to the publication of the consolidated half-year report for the first half-year of 2022
- 29 October 2022 inclusively – 28 November 2022 inclusively – closed period related to the publication of the consolidated quarterly report for the third quarter of 2022
Reports
Current
Raport bieżący nr 57/2023
Zmiana daty przekazania raportu kwartalnego za trzeci kwartał 2023 roku
Raport bieżący nr 45/2023
Otrzymanie zawiadomienia w trybie art. 69 ustawy o ofercie publicznej
Raport bieżący nr 31/2023
Otrzymanie zawiadomienia w trybie art. 69 ustawy o ofercie publicznej
Uchwały podjęte przez Zwyczajne Walne Zgromadzenie PCF Group S.A. w dniu 27 czerwca 2023 r.
Zasady subskrypcji w związku z emisją i ofertą akcji zwykłych na okaziciela serii F spółki PCF Group S.A. z siedzibą w Warszawie
Raport bieżący nr 14/2023
Rozpoczęcie negocjacji w przedmiocie zawarcia umowy produkcyjno-wydawniczej
Raport bieżący nr 6/2023
Emisja akcji w ramach docelowego podwyższenia kapitału zakładowego
Raport bieżący nr 5/2023
Szacunkowe wyniki finansowe za rok obrotowy zakończony 31 grudnia 2022 r.
Szacunkowe wyniki finansowe za rok obrotowy zakończony 31 grudnia 2022 r.
Ogłoszenie Zarządu o zwołaniu Nadzwyczajnego Walnego Zgromadzenia
Projekty uchwał NWZ
Lista proponowanych zmian w Statucie
Uchwały RN
Pełnomocnictwo
Formularz
Raport bieżący nr 2/2023
Zwiększenie zaangażowania kapitałowego PCF Group S.A. w spółkę Incuvo S.A.
Raport bieżący nr 18/2022
Nabycie przez Square Enix Limited prawa do objęcia akcji PCF Group S.A.
Uchwały podjęte na Zwyczajnym Walnym Zgromadzeniu w dniu 28 czerwca 22 r.
Formularz wykonywania prawa głosu przez pełnomocnika
Raport bieżący nr 40/2021
Zawarcie przez PCF Group S.A. umowy inwestycyjnej ze Square Enix Limited
Raport bieżący nr 38/2021
Nieosiągnięcie przez PCF Group S.A. tantiem ze sprzedaży gry „Outriders”
Raport bieżący nr 36/2021
Dopuszczenie i wprowadzenie do obrotu na rynku regulowanym akcji serii D
Zakończenie subskrypcji akcji serii B oraz sprzedaży części akcji serii A w ofercie publicznej – uzupełnienie Raportu bieżącego nr 6/2020
Zawiadomienie z art. 69 i art. 69b w zw. z art. 87 ust. 1 pkt 5 ustawy o ofercie publicznej
Zwołanie Nadzwyczajnego Zgromadzenia Wspólników
Zawarcie umowy inwestycyjnej
Przejęcie zespołu deweloperskiego Phosphor Games, LLC
Ujawnienie opóźnionej informacji poufnej o utworzeniu spółki zależnej
Zmiany w składzie Rady Nadzorczej PCF Group S.A.
Zmiana daty przekazania raportów rocznych za rok 2020
Komunikat KDPW w sprawie rejestracji w depozycie papierów wartościowych akcji zwykłych na okaziciela serii B
Wyznaczenie ostatniego dnia notowania praw do akcji serii B oraz wprowadzenie akcji serii B do obrotu giełdowego
Terminy publikacji raportów okresowych przez PCF Group S.A. w roku obrotowym 2021
Zawiadomienie o zmianie udziału w kapitale zakładowym oraz w ogólnej liczbie głosów.
Rejestracja podwyższenia kapitału zakładowego PCF Group S.A.
Wskazanie członków Rady Nadzorczej jako powołanych w wykonaniu uprawnienia osobistego Grupy Uprawnionych Akcjonariuszy
Przesunięcie daty premiery gry “Outriders”
Raport bieżący nr 7/2020
Wpisanie do Krajowego Rejestru Sądowego zmian Statutu PCF Group S.A.
Wpisanie do Krajowego Rejestru Sądowego zmian Statutu PCF Group S.A.
Zakończenie subskrypcji i sprzedaży Akcji Oferowanych
Wprowadzenie do obrotu akcji i PDA przez GPW
Komunikaty KDPW ws. rejestracji akcji i PDA
Dopuszczenie do obrotu akcji i PDA przez GPW
Rejestracja akcji i PDA przez KDPW
Przydzielenie dostępu do ESPI
EBI
Informacja na temat stosowania Dobrych Praktyk 2021
Trwale niestosowanie niektórych zasad ładu korporacyjnego
Periodic
Financial results
General meeting
Annual General Meeting, June 28, 2021.
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
Power of attorney to participate at the GSM
Resolutions of the Supervisory Board on the items of the EGM agenda
Corporate governance
Corporate documents
Best practices
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
Related party transactions
No relevant disclosures concerning related party transactions
Contact
Mateusz Kirstein
+48 22 455 65 21
ir@peoplecanfly.com
PCF GROUP S.A.
al. Solidarności 171, 00-877, Warsaw, Poland
Copyright © 2022 PCF GROUP S.A. All rights reserved.
PCF Group Spółka Akcyjna with its registered office in Warsaw at al. Solidarności 171, 00-877 Warsaw, Poland, entered into the register of entrepreneurs of the National Court Register by the District Court for the capital city of Warsaw in Warsaw, XIII Business Division of the National Court Register under the National Court Register Number (KRS): 0000812668, having the Tax Identification Number (NIP): 5213451404, National Business Registry Number (REGON): 141081673 and the share capital of PLN 599.004,52 fully paid-in.
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