PCF Group Spólka Akcyjna (PCF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Sebastian Kamil Wojciechowski is my name. I'm the Chairperson of the Supervisory Board. And today, we will open the Annual General Meeting of PCF, and with the registered officers or -- so I move to the first point on the agenda. It refers to the appointment of the Chairperson of the Annual General Meeting and registration of attendance. I would like to ask you and I would like to put forward that candidate for the Chairperson of the Annual General Meeting. If yes, so please go ahead with your candidate. So I would like to propose myself as a Chairperson of today's meeting, since there are no other candidates. Thank you very much. So I would like to put under vote the resolution #1 as 06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025, on the appointment of the Chairperson of the meeting, Mr. Sebastian Wojciechowski, and I open the vote on this resolution. [Voting]

I close the vote. I would like to confirm that this resolution has been adopted under the secret ballot because the total number of votes cast is 25,711,363 valid votes, and there were votes for, 25,711,363 and there were no votes against and no -- and also the number of votes represents 71.539% of the share capital.

There were no objections and I give the floor to the Chairman of today's meeting.

Thank you very much. Thank you very much for my appointment, and we move to -- so I order the drafting of the attendance list. I would love to confirm that this meeting was convened properly by the Management Board on the basis of article of the Commercial Companies Code and also that the announcement of calling this meeting was passed for the public attention in Currency Code 13/2025 on the 27th of May 2025 and also was placed with other documents on the company's website, and we have the presence of the shareholders and the proxy representing jointly 25,711,363 valid shares, so the same number of valid votes. So this meeting is capable of adopting filing resolutions that are put on the agenda. Now we move to point #4 on the agenda. This is the resolution number #2, 06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025 on the appointment of ballot counting committee. The Annual General Meeting hereby resolves not to appoint a ballot counting committee as the meeting will use an electronic ballot counting system. Could you please vote on this resolution? [Voting]

Thank you very much for your vote. I would like to confirm that the resolution has been adopted under the open vote because the valid votes cast, 25,711,363 and all the votes were for yes and the number of valid votes is 25,711,363 representing 71.53% of the share capital. There were no objections. Now we move to point #5 on the agenda, and resolution of the 03/06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025, the adoption of the agenda for the Annual General Meeting of the following voting. The Annual General Meeting hereby adopt the following agenda for the meeting. Point 1 opening of the Annual General Meeting to appointment of the Chairperson of the Annual General Meeting and registration of attendance. Confirmation that the Annual General Meeting has been properly convened and has the capacity to pass resolutions. Point #4, voting on a resolution on the appointment of the Ballot Counting Committee. Point #5, voting on a resolution on the adoption of the agenda for the Annual General Meeting. Point #6, presentation by the Management Board of PCF Group SA of the Company’'s financial results and other material information included in the financial statements to be approved by the Annual General Meeting. Point #7, consideration of the Supervisory Board's report for the financial year 2024. Eight, consideration and, if thought fit, approval of the Directors' Report on the operations of PCF Group SA and its Group in 2024. B, The full-year standalone financial statements of PCF Group SA for the financial year ended December 31st, 2024. C, The full-year consolidated financial statements of the PCF Group S.A. Group for the financial year ended December 31st, 2024. Nine, voting on a resolution to cover PCF Group SA's loss for the financial year 2024. 10, Voting on a resolution on the consideration and approval of the Report of the Supervisory Board and its Audit Committee on their activities in 2024, including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021. 11, Discussion of the Supervisory Board’'s Report on the remuneration of members of the Management Board and Supervisory Board in 2024. Point #12, voting on a resolution to grant discharge from liability for member of the management Board of PCF Group S.A. in respect of performance of his duties in 2024. 13, Voting on resolutions to grant discharge from liability for members of the supervisory Board of PCF Group S.A. in respect of performance of their duties in 2024. 14, Voting on a resolution to amend the Company's’ Articles of Association and concerning an authorization for the Management Board to increase the share capital within limit of the authorized capital and issue subscription warrants vesting the right to subscribe for shares issued within limits of the authorized capital, with the authorization for the Management Board to exclude, subject to the Supervisory Board’s consent, the current shareholders’ preemptive rights in full or in part with respect to the shares or subscription warrants issued within limits of the authorized capital. 15, Voting on a resolution to amend the Company’'s Articles of Association. 16, Voting on a resolution to adopt the consolidated text of the Company’'s Articles of Association. Point #17, Closing of the Annual General Meeting. So I offer the result on this resolution on the adoption of the agenda. I close the vote. I would like to confirm that the resolution has been passed in open vote because it's the number of votes casted 25,711,363 valid votes and all the votes were for, and the number of votes from -- the number of shares from which the votes were cast 25,711,363 with the share in the percentage and the share capital of 71.53%. There were no objections to this resolution. Now we move to point #6, and this is the presentation by the Management Board of PCF Group of the company's financial results and other material information included in the financial statements. So on the 29th of April this year, the company published the annual report, including the financial results, I would like to present shortly under this point. So the year 2024 was another difficult year for video segment in Poland also in the world, and we try to respond to it with the business acumen that the market situation was a pressure for our activities. It was necessary to enjoy the share of our projects, which lowered the results of the company. On the difficult market, we started to -- the Red Project was not successful and the information about the moment of this project we published in April last year, this triggered one off write-off 100% of the cost of the project and this write-off was included in the financial results. And so there were negative trends on the company and after putting an order in the portfolio in September last year, the management reviewed the strategic option for the company and the Group in order to find the directions for our strategy. The process was fair and informed the market loss in December last year, and we did not have the external support, and we verify our short-term plans. In this situation, we suspended the Victoria project, and we limited the developers for other project Bifrost. And as further analysis regarding the preparation of the financial statements, we stated that we cannot put reliably our results and put the solid financing by Bifrost project. So we took a decision that we established on the 31st of December, the updated write-off comprising of the 1%, PLN 154 million on a consolidated basis. So the Management Board regained -- so we also decided to expand the segment -- games segment to order. And this was the element of our positive condition. And we saw the technology is changing and the competition is increasing. In September 2024, we managed to sign a production and publishing agreement with our 10% shareholder Krafton company regarding the Echo project and for the product is Krafton Games. As for the financial results of our financial results in 2024 reflect the bigger than 2023 scale of our higher model and from -- so we are -- publishing of the game and also the decision on the one write-off regarding the project Bifrost for the amount almost PLN 155 million on the consolidated basis and Red Project on the amount of PLN 8 million consolidated basis. So we presented the results in April last year, and we the results are available on our investors website. So I will give you the key, self-publishing revenues increased by 27% as compared on year-on-year basis. PLN 190.4 million versus PLN 152 million. The cumulative EBITDA increased twice on year-to-year basis, 12.9% as compared to 6.6% in the year before the net loss increased twice on a year-to-year basis, minus PLN 175 million -- minus PLN 75 million in 2023. So in summary, a fall, although the current situation appears could be evaluated positively. We are determined to continue the balancing of cash flow, our cash flow. Thank you very much. And -- so if any discussion, so please take the floor.

I can't see any wording to speak. So I will close this item and move on to regarding both of these advisory votes both between '24 and the report has been published along with the notice of the convocation of this General Meeting as 13/2025. So I will not go through this report. But if there are possibly any questions as to its content, of course, we will answer these questions, of course. If there are no questions for this item, let me move on to item 8 of the agenda. As part of an item, we consider and approve the Director's report of the operations, standalone financial statements for consolidated financial statements in a series of resolutions. So let me move on to resolution #4, 06/2025 of the Annual General Meeting of PCF Group SA, of June 23, 2025. On the consideration and approval of the Director's report of the operations of PCF Group SA in 2024. With the [indiscernible] Annual General Meeting of PCF Group SA in Warsaw, acting pursuant Article -- the relevant articles of the commercial companies count and the state companies article association hereby resolves for Section 1, following its consideration the Annual General Meeting. The Annual General Meeting approves the support of their PCF Group SA and Section 2 reserves and become elective upon its adoption. So I now order your vote. Thank you for your votes. Thank you very much. So I state it was approved and open votes [ 25,611,335 ] valid votes were cast, all the votes were passed, and the number of shares for which the votes were cast, [ 25,611,363 ] representing [ 31.5. 53 ] on the share capital. So the resolution has been adopted. As part of the same item, there's another resolution #5, 06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025, of the consideration approval of the fill standard year of financial statements of PCF Group SA for the financial year ended December 31, December '24. For the following content the Annual General Meeting, whether it's seated also -- working upon relevant articles or Commercial Companies Code article association results as far as the section following the cancellation, the annual general meeting results to prove the full year standalone financial statement of PCF Group, ended December 31, '24, comprising, the stand-alone statement financial statement as at December 31, 2024, showing total assets of 315,161,000. The stand-alone profit placement of profit and loss for the period 31 December '24, showing a net loss to 228,578,000 and stand-alone statement of profit and loss and our comprehensive income for the period of January 1st, December 31, '24, showing negative comprehensive income of PLN 228,570,000. And the standalone statement of changes in equity for the period of January 1, December 31, '24 showing a decrease in equity of PLN 228,578,000, and the stand-alone statement of cash flows for the period January 1st, December 31, '24 showing a negative change of PLN 63,412,000 in net cash and also net financial statements. Section 2, this resolution shall become effective upon its adoption. So I ask you to vote on this resolution. [Voting]

Thank you for your votes. I state that the resolution is being adopted and open ballot because 25,711,363 votes were cast, all the votes were for, and the number of shares, which the votes represented was 25,711,363. That is 71.63% of share capital. There was no objection to this resolution. And also as part of this item, we continue the resolution -- the statements from last year, which is solution #6 06/2025 Annual General Meeting of PCF Group of June 2025 on securitization approval of the full year consolidated financial statements, PCF Group SA for the financial year ended December 31, 2024. With the following content, the Annual General Meeting of PCF Group of Warsaw acting pursuant to relevant articles of the Commercial Companies Code and its Articles of Association by replacing Section 1. Following the consolidation of the Annual General Meeting, approved its a full year consolidated financial statement of PCF Group SA for Financial year ended December 31, '24, comprising the consolidated statement of financial position as of December 31, '24, showing total assets and total equity and liabilities PLN 333,353,000 consolidated statement of profit and loss of the period on January 1, December 31, '24 showing a net loss of PLN 175,376,000. Consolidated statement profit and loss comprehensive income for the period January 1, December 31, '24 showing negative comprehensive income of PLN 177,214,000. Consolidated statement of changes equity for the period in January 1, December 31, 2024, showing a decrease in equity of PLN 177,111,000 and consolidated statement of cash flows for the period January 1, December 31, '24, showing PLN 65,924,000 negative change in net cash and additional notes to the financial statements. Section 2, this resolution shall become effective upon its adoption. Please cast your vote. [Voting]

Thank you for your vote. And the resourcing has been conducted in open ballot, a total of 25,711,363 valid votes were cast. All the votes were for and the shares that were represented was 25,711,363 that is 71.54% of the share capital. No objections to this vote. And now we move to Item #9 which is voting on our resolution to cover the net loss of the group for the financial year 2024, and we consider resolution #7 06/2025 Annual General Meeting of PCF Group SA of June 23, 2025. On covering PCF Group for net loss for the financial year 2024. With the following content, the Annual General Meeting in Warsaw acting pursuant to Article 395 Section 2 of the Commercial Companies Code September 15 [ 200 ] and also pursuant to Article 11 of the Articles of Association as well as Section 1, the Annual General Meeting results cover companies net loss for the financial year 2024 of 28 -- [ PLN 228,578,189 ], [ PLN 69 ] losses that we covered in for from the companies that should be within fund section, there is [indiscernible] surely come up on its adoption. Thank you for your vote. And the resolution has been adopted in an open mode. A total of 25,711,363 valid votes were cast. All the votes were for and the number of votes cast was 25,711,363 vote shares, representing 71.54% of the share capital. No objections were voiced against the resolution. So let me move to Item 10 of the agenda, which concerns a resolution on consideration and approval of the report of the Supervisory Board and its Audit Committee on their activities in 2024 including the assessment referred to, in Principle 2.11 of Best Practice for GPW Listed Companies 2021. This report was published together with the notice of this meeting. That is in the current reportl 13/2025 of 27th May published on the website of the company. Any questions regarding this item. If not, we move to resolution #8/06/2025 of the Annual General Meeting of PCF Group S.A. of June 23, 2025, on the consideration and approval of the report Supervisory Board and its Audit Committee on their activities in '24, including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021. And with the following content, the Annual General Meeting of PCF Group of Warsaw acting pursuant to Article 11.1 of the company's Articles of Association in conjunction with Principle 2.11 of the Best Practice for GPW Listed Companies 2021, hereby resolves as follows. Section 1. Following its consideration, the Annual General Meeting resolves to approve the Report of the Supervisory Board and its Audit Committee on their activities in 2024 including the assessments referred to in Principle 2.11 of the Best Practice for GPW Listed Companies 2021. Section 2. This resolution shall become effective upon its adoption. Please cast your votes. [Voting]

Thank you very much for your votes. The resolution has been adopted an open ballot, a total of 25,711,363 votes were cast. All the votes were in ballot and it will represent 25,711,363 shares of the public company represents 71.6% of the share capital. So let us move to Item 11, which is a discussion of the Supervisory Board on the remuneration of the members of the Management Board and Supervisory Board in 2024. This report was also published together with the notice of this meeting. In current report 13/25, and it's available on the website of the company. If there are any questions, please go ahead and ask them as there is no vote provided for under this item can move to another item 12. Voting on a resolution to grant discharge from liability for members of the Management Board of PCF Group S.A. in respect of performance of his duties. In this vote, I will not take. It is a resolution #9/06/2025 of the Annual General Meeting of PCF Group S.A. of June 25, '25 on granting discharge from liability for member of the Management Board of PCF Group S.A. in respect of performance of his duties in the financial year 2024 with the current Annual General Meeting of PCF Group S.A. also acting pursuant relevant articles, Commercial Companies and Company's Articles of Association, hereby resolves as follows. Section 1. The Annual General Meeting hereby grants discharge from liability for Sebastian Wojciechowski in respect of performance of his duties as President of the Management Board of PCF Group S.A. in the financial year 2024. Section 2. This resolution shall become effective upon its adoption. Please cast your votes. [Voting]

Thank you for your votes. The resolution has been adopted in a secret ballot because 10,721,883 valued votes were cast and, for, 8,964,754. Against, there were no votes. Abstentions, there were 1,757,178 votes abstaining. So the number of votes from which the votes were cast 10,721,883 shares, representing 29.83% of the share capital. So there were no objections to this resolution.

And I would like to come on the line of Article 130 and the Commercial Companies Code. I did not take part in the vote. Now we move to line number 13 on the agenda and on resolution -- voting on resolutions to grant discharge from liability for members of the Supervisory Board of PCF Group S.A. in respect of performance of the AGM in 2024. There were 6 persons performing this function so we have to vote on each person individually. So we start from resolution #10/06/2025 of the Annual General Meeting of PCF Group S.A. of June 23rd, 2025, on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2024. The Annual General Meeting of PCF Group S.A. of Warsaw acting pursuant to articles of the Commercial Companies Code, resolves as follows. The Annual General Meeting hereby grants discharge from liability for Mikolaj Wojciechowski in respect of performance of his duties as Chairman of the Supervisory Board of PCF Group in the financial year 2024. This resolution shall become effective upon its adoption. Could you please proceed with your vote on this resolution? [Voting]

Thank you very much for your vote. I would like to confirm that the resolution was adopted under the secret ballot. So the total number of votes cast 25,711,363 valid votes from 25,711,363 shares, which represents 71.53% of the share capital. So there were no objections to the resolution. So resolution #11/06/2025 of the Annual General Meeting of PCF Group S.A of June 23rd, 2025, on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2024. The Annual General Meeting of PCF Group S.A. of Warsaw acting pursuant to articles of the Commercial Companies Code and of the Company's Articles of Association, hereby resolves as follows. The Annual General Meeting hereby grants discharge from liability for Kuba Dudek in respect of performance of his duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2024. This resolution shall become effective upon its adoption. Could you please cast your votes on this resolution? [Voting]

Thank you very much for your votes. I would like to confirm that this resolution was adopted under the secret votes. So the total number of valid votes 25,711,363. All the votes were for yes. And the number of shares from which the votes were 25,711,363, which represents in the share capital 71.54%. There were no objections to the resolution. Resolution #12/06/2025 of the Annual General Meeting of PCF Group S.A. of June 23rd, 2025, on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of his duties in the financial year 2024. The Annual General Meeting of PCF Group S.A. of Warsaw acting pursuant to articles of the Commercial Companies Code and articles of the -- Company's Articles of Association, hereby resolves as follows. The Annual General Meeting hereby grants discharge from liability for Jacek Pogonowski in respect of performance of his duties as member of the Supervisory Board in the financial year 2024. This resolution shall become effective upon its adoption. Could you please proceed with your votes? [Voting]

Thank you very much for your vote. I would like to confirm that this resolution was adopted under the secret ballot because the total number of votes casted 25,711,363 all the votes for yes and the number of shares from which the votes cast is 25,711,363 which represents 71.54% of the share capital. There were no objections for the resolution. The resolution #13/06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025, on granting discharge from liability for members of the Supervisory Board of PCF Group in respect of performance of her duties in the financial year 2024 of the following voting in the Annual General Meeting of PCF acting pursuant to Articles of the Commercial Companies Code and Articles of the Company's Association, hereby resolves that the Annual General Meeting hereby grants discharge from liability for Barbara Sobowska in respect of performance of her duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2024. This resolution becomes effective upon its adoption. Thank you very much for your vote. I would like to confirm that this resolution was adopted under the secret ballot because the total number of votes cast is 25,711,363 for all the votes for yes and number of shares was 25,711,363 of the share in the share capital, 75.54% of the share capital. So there were no objections. Resolution #14/06/2025, the Annual General Meeting of PCF Group dated June 23, 2025, on granting discharge from liability for member of the Supervisory Board of PCF Group S.A. in respect of performance of duties in the financial year 2024. The Annual General Meeting of PCF group acting pursuant to articles of the Commercial Companies Code and articles of the company's Articles of Association, hereby resolves as follows: Hereby grants discharge from liability for Dagmara Zawadzka in respect of performance of her duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2024. This resolution shall become effective upon its adoptions. So could you please proceed with your vote? [Voting]

Thank you very much for your vote. I would like to confirm that this resolution has been adopted under secret vote because the total number of votes cast 25,711,363 all the votes for yes. So the number of shares on which the votes was 25,711,363, which represents 71.54% of the share capital. There were no objections for the resolution. And last resolution in this round. Under this point of the AGM the resolution #15/06/2025 of the Annual General Meeting of PCF Group SA of June 23, 2025, on granting discharge from liability for member of the Supervisory Board of PCF Group in respect of performance of her duties in the financial year 2024. The Annual General Meeting of PCF Group of Warsaw acting pursuant to articles of the Commercial Companies Code and the Articles of -- Company's Articles of Association resolves as follows: Hereby grants discharge from liability for Lidia BanachHoheker in respect of performance of her duties as member of the Supervisory Board of PCF Group S.A. in the financial year 2024. This resolution shall become effective upon its adoption. So could you please proceed with your votes? [Voting]

Thank you very much. I would like to confirm that this resolution has been left under secret ballot because total number of votes cast 25,711,363 valid votes, all the votes were for yes and the number of shares from which the votes were 25,711,363, which represents 75.54% of the share capital. There were no objections to the resolution. Now we move to point #14 on the agenda. Voting on the resolution to amend the Company’s Articles of Association and I will read the entire solution. Including the attachment, namely the Management Board's opinion regarding this resolution because it was updated because of the events that happened in the company in the period between the calling of the meeting and today's and the holding of the meeting. This refers to the suspension of Bifrost project. So I will read this resolution and all the amendments so that you can read them. And also I would like to say that the vote is very important because we need a certain majority of the vote. And with the case of abstention, it works as it was devolved again. So not suggesting anything that if someone does not know how to vote, maybe it's better to refrain from vote. So then it will mean abstention. So I will read this resolution of resolution #16/06/2025 of the Annual General Meeting of PCF Group, June 23, 2025, on amendments to the Company's Articles of Association and concerning an authorization of the management Board to increase the share capital within limits of the authorized capital and issue subscription warrants vesting the right to subscribe for shares issued within limits of the authorized capital, with the authorization for the Management Board to exclude, subject to the Supervisory Board's’ consent, the current shareholders’ preemptive rights in full or in part with respect to the shares or subscription warrants issued within limits of the authorized capital [indiscernible]. The Annual General Meeting of PCF Group with its registered office in Warsaw acting pursuant to articles of the Commercial Companies Code and of the Articles of Association of the Company, resolves as follows. The annual general meeting amends the articles of association of the company by adding after 5 paragraph new paragraph 5 with index 1 reading as follows: The management of the company is authorized to increase the company's share capital by an amount not exceeding in aggregate PLN 215,641.62 in 1 or more share capital increases within the limit specified above authorized capital by way of issuing ordinary bearer shares with the nominal value of PLN 0.02 each in a number not exceeding 10,782,081. The Management Board's’ authorization provided in clause 1 above will expire as of the third anniversary of registration of the amendment to the Articles of Association of the Company adopted in the Annual General Meeting’s resolution #16/06/2025 dated 23 June 2025 in the register of entrepreneurs of the National Court Register. The Management Board's authorization referred to in clause 1 above includes the authority to issue subscription warrants entitling their holders to exercise the right to subscribe for no more than 10,782,081 ordinary bearer shares of the company with the nominal value of PLN 0.02 each, with the term to exercise the subscription right expiring upon lapse of the authorization period specified in Clause 2 above. Point #4, in increasing the share capital within the limits of the authorized capital the Management Board may issue shares for cash contribution. Point #5, the shares issued within the authorized capital will participate in the dividend as follows: (a) the shares recorded for the first time on the securities account on or before the dividend record date established in the general meeting’s resolution on the distribution of profit, will participate in the dividend starting with the profit earned for the preceding fiscal year. This is mainly from 1 January of the fiscal year immediately preceding the year in which such shares were recorded first time on the securities account. (b) The shares recorded for the first time on the securities account on a day falling after the dividend record date established in the General Meeting’s resolution on the distribution of profit, will participate in the dividend starting with the profit earned for the fiscal year in which such shares were recorded first time on the securities account, i.e. from 1 January of that fiscal year. Point #6, consent of the Supervisory Board is required for the adoption of any resolution by the Management Board determining the issue price or the manner of determining the issue price of shares issued within the authorized capital. Seven, without prejudice to Clause 9 (c) below, upon the consent of the Supervisory Board, the Management Board is authorized, in the company's interest, to exclude preemptive rights of the company's current shareholders in full or in part with respect to any shares or subscription warrants issued within the limits of the authorized capital. Eight, the Management Board may not issue preferred shares or afford any personal rights to any of the shareholders acquiring shares in a share capital increase executed within the limits of the authorized share capital. Point #9, save as required by law or the provisions of this section, the Management Board is authorized to decide on all matters related to an increase of the share capital within the limits of the authorized capital. In particular the Management Board is authorized to: (a) Determine the number of shares to be issued in each increase of the share capital within the limits of the authorized capital. (b) Determine each time the number of subscription warrants and other detailed terms of their issuance within limits of the authorized capital, including the decision whether to issue subscription warrants within limits of the authorized capital against consideration or free of charge. (c) Determine the detailed terms and manner of carrying out the issuance of shares or subscription warrants and the manner of making proposals to subscribe for shares or subscription warrants issued within limits of the authorized capital by way of private placement or closed or open subscription including by way of a public offering exempted from the obligation to prepare and publish a prospectus referred to in Article 1(4) of Regulation (EU) 2017/1129 provided that if the Management Board decides, with the Supervisory Board's’ approval, to exclude the existing shareholders’ preemptive rights (in whole or in part) to the shares or subscription warrants issued within limits of the authorized capital. The Management Board will be obliged to grant the company's shareholders holding, as of the end of a determination date specified in Management Board’s resolution, the Preference Date, company shares with the aggregate nominal value representing not less than 0.25% of the company's share capital (which applies to any individual shareholder and any group of shareholders whose assets are managed by the same institution) collectively, the “eligible investors who place correct subscriptions for shares or subscription warrants issued within limits of the authorized share capital at a price not lower than the issue price set by the Management Board. And provide information on the number of company shares held at the end of the preference date in the subscription process, priority rights to be allotted the shares or subscription warrants issued within limits of the authorized capital before other investors in at least such number that, after the issuance of shares within limits of the authorized capital, will enable each eligible investor to maintain its share in the company's share capital at a level not lower than the share held by such eligible investor at the end of the preference date. If the number of shares so determined is not an integer, it will be rounded down to the nearest integer, the “priority rights.

( d ) Determine the technical and organizational aspects related to the exercise of the priority right to the extent not regulated in the company's Articles of Association. (e) Enter into underwriting agreements or other agreements securing the success of the share issue. (f) Take any actual and legal actions in order to cause (i) the company to seek admission to trading and listing on the regulated market operated by the Warsaw Stock Exchange of its shares, or of the rights to shares or subscription warrants should the conditions for their admission and listing be fulfilled; (ii) dematerialization, as defined in the Act of 29 July 2005 on trading in financial instruments, of the shares, rights to shares or subscription warrants, as well as to take any actual and legal actions, including the filing of appropriate applications, statements and notifications as required by law and the regulations or guidelines of the WSE or the National Depository for Securities, KDP, with respect to: (x) Seeking admission to trading and listing of the shares, rights to shares or subscription warrants on the Regulated market operated by the WSE; (y Dematerialization of shares, rights to shares or subscription warrants; and (z) executing with the NDS an agreement regarding the registration of the shares, or of the rights to shares or subscription warrants, should the conditions for their admission and listing on the regulated market operated by the WSE be fulfilled, in the securities deposit kept by the NDS. Paragraph 2, the amendment to the Articles of Association described in paragraph 1 above becomes effective as of its registration in the Register of Entrepreneurs of the National Court Register. Paragraph #3. Point 1, the rationale behind the adoption of this resolutions is to equip the company with a flexible instrument to swiftly and effectively obtain financing for the purpose of providing funds to cover the costs of day-to-day operations, including the costs of production and release of its own games developed by development teams operating within the structures of the Company group. Point 2, the Management Board may use this authorization to increase the share capital within the limits of the authorized capital afforded in this resolution to adjust the size and timing of share or subscription warrants issued by the company to the identified business opportunities in the capital market as well as the company's and its group’s current needs. This instrument facilitating the share capital increase or share of subscription warrants processes will significantly reduce the time necessary to raise the necessary funds, and reduce its costs. Paragraph 4, one, attached to this resolution is a written opinion of the Management Board setting out the reasons for authorizing the Management Board to exclude preemptive rights of the company's current shareholders in full or in part upon consent of the Supervisory Board and the manner of determining the issue price of the company's’ shares in connection with the authorization granted to the Management Board to increase the capital within the limits of the authorized capital. Point 2, the Annual Meeting has reviewed the substantiation for establishing the authorized capital presented in paragraph 3 above and the Management Board's’ opinion setting out the reasons for authorizing the Management Board to exclude preemptive rights of the company's’ current shareholders and the manner of determining the issue price of the company's’ shares and it approves the position of the Management Board, considers it reasonable and therefore compliant with the requirements of the Commercial Companies Code. Paragraph 5, Annual General Meeting authorizes the Supervisory Board to adopt an amended and restated text of the Articles of Association incorporating the amendments contemplated in paragraph 1 above, as soon as they are registered in the Register of Entrepreneurs of the National Court Register. Paragraph 6, the resolution becomes effective upon its adoption. Schedule to resolution #16/06/2025 of the Annual General Meeting of PCF Group S.A. with its registered office in Warsaw dated June 23, 2025, on the amendments to the Company's’ Articles of Association and concerning an authorization for the Management Board to increase the share capital of the company within limits of the authorized capital and issue subscription warrants vesting the right to subscribe for shares issued within limits of the authorized capital, with the authorization for the Management Board to exclude, subject to the Supervisory Board's consent, the current shareholders’ preemptive rights in full or in part with respect to the shares or subscription warrants issued within the limits of the authorized capital. And here is the opinion of the management Board, opinion of the Management Board of PCF Group 26 May, as updated today setting out the reasons for authorizing the Management Board to exclude preemptive rights of the company's’ shareholders in full or in part upon -- the manner of determining the issue price of the company's’ shares in connection with the authorization granted by the Management Board to increase the company's share capital within the limits of the authorized capital. Pursuant to relevant articles of the Commercial Companies Code, the Management Board of the PCF Group with its registered office in Warsaw adopted this opinion on 26th of May 2025 as it was placed on the agenda of this meeting of this -- today's meeting in regards to the amendments to the statue of the articles of association of the company and also including the -- excluding the -- also including preemptive rights of the company's’ current shareholders in full or in part with respect to the shares or subscription warrants issued within limits of the authorized capital. With respect to many actions taken by the Management Board, which affected this opinion, the -- this -- it was a resolution updating this. The resolution was adopted to exclude shareholders -- current shareholders' preemptive rights in full or in part subject to the Supervisory Board's consent. As part of the authorized capital and here it is. Point 1, authorization for the Management Board to increase the share capital of the company within limits of the authorized capital, with the authorization of the management to exclude current shareholders’ preemptive rights in full or in part, subject to the Supervisory Board's’ consent. It proposed amendments to the company's’ Articles of Association and establishment of the authorized capital as an instrument allowing the Management Board to exclude preemptive rights of the company's’ current shareholders in full or in part upon consent of the Supervisory Board are related to the need to ensure financing of the company's’ operations in the scope of the continued production and independent release of video games based on proprietary intellectual property owned by the company Group developed by the development teams operating within the group’s structures, namely the Victoria and [ Bifrost ] projects. Given the limited ability to raise adequate debt financing, raising equity capital in the capital market may be the most effective form of procuring capital for those needs for the Company. Given the dynamic character of the game development industry and the capital market, and a flexible instrument such as the authorized capital will enable the Management Board to efficiently raise financing when conditions on these markets are most favorable. Furthermore, enabling the Management Board to exclude the preemptive rights of the company's existing shareholders in whole or in part upon consent of the Supervisory Board allows the company to raise additional capital much more swiftly and efficiently than the alternative process of increasing the share capital with preemptive rights preserved, particularly in light of current sentiment in the stock markets, and at the same time this form would require preparing and obtaining approval for a mandatory prospectus, with no obvious advantages of implementing such a scenario. If the Management Board decides to exclude preemptive rights to shares or subscription warrants, the proposed amendments through the company's Articles of Association and the introduced authorized mechanism afford the priority right to the holders of a certain number of shares as of the preference date, which will let those shareholders maintain their existing share in the company while achieving the objectives described above. The funds raised from the equity instruments issuable within limits of the authorized capital will be used primarily to cover the costs related to the continued production and independent release of the Victoria project (the “Lost Rift” video game) and the Bifrost project, carried out by the group within the so-called self-publishing model, i.e. by the group as a publisher, using the group's own [ profit ]. The Management Board believes that both projects have high commercial potential, which in the future, once they are released, may translate into significant financial benefits for the group, such as sales proceeds, as well as non-financial benefits, such as an increase of the studio’s reputation, which as a result will also have a positive impact on the group's image and contribute to creating value for all its share holders. In view of the foregoing, the Management Board believes that the creating the ability to issue shares or subscription warrants within limits of the authorized capital while excluding preemptive rights of all the company's’ existing shareholders in full or in part upon consent of the Supervisory Board is in the interest of the company. Therefore, the Management Board gives its favorable opinion on the issuance of shares on the terms proposed in the resolution of the General Meeting. Point 2, the effort of setting the issue price. According to the proposed resolution of the General Meeting, consent of the Supervisory Board is required for the adoption of any resolution of the Board determining the issue price or the manner of determining the issue price -- the management -- issued within the authorized capital. The management believes that given the maximum 3-year period of the authorization to increase the company's’ share capital within the limits of the authorized capital and the conceivable variety of the terms of business transactions, it is reasonable that the Management Board should seek the consent of the Supervisory Board to issue the issue price or the manner of establishing proposed by the Management Board in each case. Such a mechanism of aligning the positions of the company's’ corporate bodies will best protect the interests of the company's’ shareholders. Under the vested authority, the company's Management Board will be able to freely determine the terms and conditions of the issued warrant -- subscription warrants which includes deciding whether to issue them for a consideration or free of charge and to determine their issue price or a method of establishing the issue price if the subscription warrants are issued for a consideration. However, the Supervisory Board's’ consent will be required to determine the issue price or the method of determining the issue price of shares subscribed for in exercise of the subscription rights arising from subscription warrants will require Supervisory Board's consent. Three, in view of the premises set out above, the Management Board recommends that the General Meeting adopts the resolution regarding the authorized capital. Before I hold a vote, would anyone like to have a question -- ask a question about these items? If not, let us ask you to vote. Please cast your votes. [Voting]

Thank you for your vote. The resolution has been adopted in an open ballot since a total of 23,954,185 valid votes were cast and, for -- 22,192,117 votes for, and against there were 1,762,000 -- 1,772,068 votes against and no abstentions. And number of shares representing the valid votes was 23,954,185 shares representing 66.65% of the share capital. No objections to this and more than 92% were for. So we move on to Item 15 of the agenda to vote on resolution to amend the Company's Articles of Association. It is a resolution #17/06/2025 of the Annual General Meeting of PCF Group S.A. with its registered office in Warsaw dated June 23 on the amendment to the Company's’ Articles of Association. The Annual General Meeting, this resolution is concerned the amendment to Company's Articles of Association regarding Management Board and Supervisory Board. The Annual General Meeting acting pursuant to Article 330 (sic) [ 430 ] paragraph 1 of the Act of the 15th September 2000 Commercial Companies Code, resolves as follows. Paragraph 1, the Annual General Meeting resolves to amend the Company's’ Articles of Association. So that: One.

Paragraph #13, [indiscernible] The Management Board manages the company's’ business and represents the company. Point #2, the Management Board consists of 1 or more members. The number of Management Board members is determined by the Supervisory Board. The Management Board may consist of the President of the Management Board, Vice Presidents or Members of the Management Board. The joint term of office of the Management Board members is 5 years. The Management Boar members are appointed and revoked by the Supervisory Board. The Supervisory Board appoints at least 1 Management Board Member as the President or Vice President of the Management Board. The Supervisory Board may appoint more than 1 Management Board member as Vice-President of the Management Board. Resolutions of the Management Board are adopted by an ordinary majority of the votes cast i.e. abstaining from a vote does not count as a vote cast. In the event of a tied vote, the President of the Management Board, if appointed, has the casting vote. If the Management Board consists of 1 person – the company is represented individually by a member of the Management Board. If the Management Board is composed of more than 1 person the company is represented by the President of the Management Board acting jointly with a Vice President or another member of the Management Board or by a Vice President acting jointly with another member of the Management Board. Members of the Management Board receive remuneration for their work, determined in a resolution of the Supervisory Board. Additionally, members of the Management Board may receive separate remuneration on the basis of agreements to provide advisory or consulting services, or services related to game development and production to the company. The Management Board may only appoint registered proxies authorized to act jointly. Appointing a registered proxy requires the consent of all members of the Management Board. A registered proxy can be revoked by any Member of the Management Board acting individually. In paragraph 14, of the Articles of Association, section 3 with the following wording shall be added after section 2. Approval of the Supervisory Board expressed in the form of a resolution requires: one, incurring financial liabilities exceeding 10% of the company's equity as disclosed in the most recent approved annual financial statement, excluding transactions with companies from the company's capital group, unless such consent is required by applicable law. Point #2, permanent disposal of all intellectual property rights existing at a given time to any games developed or in the process of being developed by the company as part of the production and publishing of its own games. Point #3, paragraph 16, Articles of Association shall read as follows: Paragraph 16, point #1, the Supervisory Board consists of 5 to 7 members. The number of members of the Supervisory Board is determined by the General Meeting. Point #2, the Supervisory Board members are appointed and revoked by the General Meeting. Point #4, paragraph 18 section 1 of the Articles of Association shall read as follows: Paragraph 18, As long as the company is a public interest entity within the meaning of the provisions of the Act of 11 May 2017 on statutory auditors, audit firms and public supervision, the Supervisory Board will appoint the Audit Committee. The Audit Committee will be made up of at least 3 members. A majority of the Audit Committee members should meet the independence criteria referred to in paragraph 17 Section 1 of these Articles of Association. As regards the requirements concerning the composition of the Audit Committee, the provisions of the Act referred to in paragraph 17 Section 1 of these Articles of Association will apply. Paragraph 21, the Articles of Association shall read as follows: Point #1, if, due to the expiry of the term of office of certain members of the Supervisory Board for reasons other than revocation, the number of members of the Supervisory Board of a specific term decreases below the number of members indicated in the relevant provisions of these Articles of Association, including below the minimum number determined by statutes, the remaining members of the Supervisory Board, provided there are at least 2 of them, may co-opt a new member of the Supervisory Board who will perform his duties until the election of his/her successor by the next General Meeting. Nonetheless, the General Meeting may approve the co-opted member of the Supervisory Board. Point #2, a Supervisory Board member will be deemed to be appointed at the time of such person’s receipt of the representation on his/her appointment. Point #3 the Supervisory Board, in the composition supplemented with the coopted members, will immediately convene a General Meeting in order to approve the co-opted member or elect his/her successor. Absent the approval of the co-opted Supervisory Board member or the election of his/her successor within 30 days of the date of convening the General Meeting, the term of office of the co-opted Supervisory Board member will continue on general terms. The General Meeting Retains the right to revoke the co-opted Supervisory Board member. Paragraph number 2, This resolution becomes effective upon its adoption, whereas the amendments to the Articles of Association adopted in paragraph 1 above shall become binding upon entry of the amendments to the Articles of Association in the Register of Business Entities of the National Court Register. The amendments to the Articles of Association adopted in paragraph 1 above do not affect the mandates and terms of office of members of the bodies, which are in effect at the time of entry of such amendments into the Register of Business entities of the National Court Register. I order the vote on this resolution. Thank you very much. So I would like to confirm that this resolution has been adopted in open vote because of the number of votes cast is 25,711,363 valid votes. All the votes were for. So the number of shares from which the votes were made is 25,711,363 which represents 71.54% of the share capital. There were no objections to the resolution. We move to point #16 of the resolution and resolution #18 on the adoption of the consolidated text of the company's Articles of Association after these amendments we have voted for. Resolution #18/06/2025 of the Annual General Meeting of PCF Group S.A. with its registered office in Warsaw dated June 23rd, 2025, on the adoption of the consolidated text of the Company’s Articles of Association. The Annual General Meeting, in connection with the Resolution No. 17/06/2025 of the Extraordinary General Meeting of the company dated June 23rd, 2025, the resolution resolves. Paragraph number 1, the Annual General Meeting, resolves to adopt the consolidated text of the company's Articles of Association in the version incorporating the amendments adopted by the resolution, as set in the schedule to this resolution. Paragraph number 2, this resolution becomes effective upon its adoption, whereas the consolidated text of the Articles of Association adopted by this resolution shall become binding upon entry in the Register of Business Entities of the National Court Register of the amendments to the Articles of Association adopted in the resolution. Schedule to resolution #18/06/2025 of the Annual General Meeting of PCF Group as the consolidated text of the company's Articles of Association, I have a question to the participants whether do you want me to read the full wording of the statute? We can skip it. Yes, everyone agrees. So we will not read the consolidated text. Thank you very much for this. And therefore we move to vote who is full the adoption of the consolidated text of the Articles of Association of the company. Thank you very much for this note. We end our vote. So I'd like to confirm that this resolution open vote because the total votes cast 25,711,363 of the votes for yes and the number of shares from which the votes were made 25,711,363, which represented [indiscernible] share of the capital, 71.54% of the share capital. There were no objections to this resolution. Now we move to the -- so we are also ending -- almost ending our general meeting. So are there any comments or any questions or any inputs into this meeting. Now I can't see any. So therefore, I would like to move to point #17 closing of the Annual General Meeting. And since we exhausted all the items on the agenda, I close the meeting, and thank you very much for your participation, and I would like to wish you a nice afternoon, mind the weather, and thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]